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

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferor, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (d) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III shall have been breached and 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 Transferor shall have delivered to the Seller, the Issuer and the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV pursuant to the Statute and UCC filings, have been executed and filed that are necessary fully to preserve and protect the interest of the Seller in the Environmental Control 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 above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) above.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) Transferor shall not consolidate with or merge into, or convey or transfer its properties and assets substantially as an entirety to, any other Person, unless: (i) the corporation formed by such consolidation or into which the Transferor may be is merged or consolidated and the Person which succeeds to all acquires by conveyance or any material part of the electric distribution business of the Transferor, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (d) which may succeed to transfer the properties and assets of the Transferor substantially as a whole an entirety shall be, if Transferor is not the surviving entity, organized and which succeeds to all existing under the laws of the United States of America or any material part state, and shall be either (1) a business entity that may not become a debtor in a proceeding under Title 11 of the electric distribution business of the Transferor United States Code or (e2) a special-purpose entity, the powers and activities of which may otherwise succeed shall be limited to all or any material part the performance of Transferor’s obligations under this Agreement and under the electric distribution business other Transaction Documents and shall expressly assume, by an agreement supplemental hereto, executed and delivered to Indenture Trustee and Owner Trustee, in form satisfactory to Indenture Trustee and Owner Trustee, the performance of the every covenant and obligation of Transferor, which Person in as applicable hereunder and thereunder, and shall benefit from all the rights granted to Transferor, as applicable hereunder and thereunder. To the extent that any of the foregoing cases executes an agreement of assumption to perform every right, covenant or obligation of Transferor, as applicable hereunder, is inapplicable to the Transferor under this Agreementsuccessor entity, such successor entity shall be the successor subject to such covenant or obligation, or benefit from such right, as would apply, to the Transferor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; providedextent practicable, however, that (i) immediately after giving effect to such transactionsuccessor entity. In furtherance hereof, no representation in applying this Section 4.02 to a successor entity, Section 6.01 hereof shall be applied by reference to events of involuntary liquidation, receivership or warranty made pursuant conservatorship applicable to Article III shall have been breached and 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, such successor entity; (ii) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion signed by a Vice President (or any more senior officer) of Counsel each Transferor stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 4.02 and that all conditions precedent, if any, precedent herein provided for in this Agreement relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding, and enforceable against such surviving entity in accordance with its terms; (iii) Servicer shall have delivered notice to the Rating Agencies of such consolidation, merger, conveyance or transfer and the Rating Agency Condition shall have received prior written notice of such transaction and been met; (iv) the Transferor shall have delivered to Indenture Trustee and each Rating Agency a Tax Opinion, dated the Sellerdate of such consolidation, merger, conveyance or transfer, with respect thereto; and (v) if Transferor is not the surviving entity, the Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor surviving entity shall file new UCC-1 financing statements with the PSCWV pursuant respect to the Statute and UCC filings, have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Issuer in the Environmental Control Property and reciting Receivables, if any. (b) This Section 4.02 shall not be construed to prohibit or in any way limit Transferor’s ability to effectuate any consolidation or merger pursuant to which Transferor would be the details surviving entity. (c) The obligations of such filings or (B) stating that, in the opinion of such counsel, no such action Transferor hereunder shall not be necessary to preserve and protect such interests. Notwithstanding anything herein assignable nor shall any Person succeed to the contraryobligations of Transferor hereunder except for mergers, consolidations, assumptions or transfers in accordance with the execution provisions of the above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) aboveforegoing paragraphs.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all party, or any material part of the electric distribution business of the Transferor, (dc) which may succeed to all or substantially all of the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferor's business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III Section 7.01 hereof shall have been breached and no Event of Servicer Default, and no event that, after notice or lapse of time, or both, would become a an Event of Servicer Default, shall have occurred happened and be continuing, (ii) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply with this Section 12.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered an Opinion of Counsel to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, (A) either (x) all filings, including filings by the Transferor with the PSCWV pursuant to the Statute financing statements and UCC filings, continuation statements and amendments thereto have been executed or duly authorized and filed that are necessary fully to preserve and protect the interest of the Seller Trust and the Indenture Trustee in the Environmental Control Property Receivables, and reciting the details of such filings filings, or (By) 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 above described agreement of assumption and compliance with clauses (i), (ii), (iii) interest and (ivB) above shall be conditions precedent to that the consummation of such transactions would not be materially adverse to the interest of the Noteholders. Notwithstanding the foregoing, the Transferor shall not engage in any transaction referred merger or consolidation with any Person, or a disposition of all or substantially all of its assets without providing advance written notice thereof to in clause (a)the Owner Trustee, (b), (c), (d) or (e) abovethe Indenture Trustee and the Rating Agencies and without obtaining the prior written consent of the Majority Controlling Noteholders and satisfaction of the Rating Agency Condition.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (dc) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferorwhole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III by the Transferor in Section 3.01 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time(unless the applicable breach shall have been cured in all material respects, or both, would become a Servicer Default, the applicable Receivable shall have occurred and be continuingbeen purchased in accordance herewith), (ii) the Transferor shall have delivered to the SellerDepositor, the Issuer Owner Trustee and the Indenture Trustee an Officers’ Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV pursuant to the Statute financing statements and UCC filings, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Owner Trustee and Indenture Trustee, respectively, in the Environmental Control Property Receivables and reciting the details of such filings 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 above described foregoing agreement of assumption and compliance with clauses (i), (ii), and (iii) and (iv) above shall be conditions precedent to the consummation of any transaction the transactions referred to in clause clauses (a), (b), (c), (d) or (ec) above.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all party, or any material part of the electric distribution business of the Transferor, (dc) which may succeed to all or substantially all of the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferor's business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III Section 7.01 shall have been breached and no Event of Servicer Default, and no event that, after notice or lapse of time, or TRUST AND SERVICING AGREEMENT both, would become a an Event of Servicer Default, Default shall have occurred happened and be continuing, (ii) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Owner Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply with this Section 11.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV pursuant to the Statute financing statements and UCC filings, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Owner Trustee and the Indenture Trustee in the Environmental Control Property Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interestsinterest. Notwithstanding anything herein the forgoing, the Transferor shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without providing advance written notice thereof to the contraryOwner Trustee, the execution Indenture Trustee and the Rating Agencies and without obtaining the prior written consent of the above described agreement of assumption and compliance with clauses (i)Insurer, (ii), (iii) and (iv) above shall be conditions precedent to so long as the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) aboveInsurer is the Controlling Party.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (dc) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferorwhole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor hereunder without the execution or filing of any other 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 or warranty made pursuant to Article III shall have been breached and 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 Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Officers’ Officer's Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 5.02 and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with, (iiiii) written confirmation from each Note Rating Agency that such transaction will not result in such Note Rating Agency reducing or withdrawing its then existing rating of the Rating Agencies Notes shall have received prior written notice of such transaction been delivered and (iviii) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filingsactions necessary to perfect the interests of the Trust have been taken, including filings by the Transferor with the PSCWV pursuant to the Statute that all financing statements and UCC filings, amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Trust in the Environmental Control Property COMT Collateral Certificate and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. Notwithstanding anything herein Following the effectiveness of the succession provided for in this Section 5.02, the predecessor Transferor shall be released from any obligations and liabilities provided for under the Transaction Documents other than any obligations or liabilities incurred by such predecessor Transferor prior to the contrary, the execution effectiveness of the above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) abovesuch succession.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (dc) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferorwhole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor hereunder without the execution or filing of any other 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 or warranty made pursuant to Article III shall have been breached and 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 Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Officers’ Certificate (as defined in the Indenture) of the Transferor and an Opinion of Counsel (as defined in the Indenture) each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 2.18 and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with, (iiiii) written confirmation from the Note Rating Agencies shall have received prior written notice of Agency (as defined in the Indenture) that such transaction will not result in any Note Rating Agency reducing or withdrawing its then existing rating of the Notes and (iviii) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filingsactions necessary to perfect the interests of the Trust and the Indenture Trustee have been taken, including filings by the Transferor with the PSCWV pursuant to the Statute that all financing statements and UCC filings, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Trust and Indenture Trustee, respectively, in the Environmental Control Property Collateral Certificate and reciting the details of such filings 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 Following the effectiveness of the succession provided for in this Section 2.18, the predecessor Transferor shall be released from any obligations and liabilities provided for under the Transaction Documents other than any obligations or liabilities incurred by such predecessor Transferor prior to the contrary, the execution effectiveness of the above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) abovesuch succession.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) The Transferor shall not consolidate or merge with or into which any other Person, unless: (i) the Transferor may Person (if other than the Transferor) formed by or surviving such consolidation or merger shall (i) be merged or consolidated a Person organized and which succeeds to all existing under the laws of the United States of America or any material state or the District of Columbia, (ii) be licensed or exempt from licensing under the Licensing Laws of any Permitted Jurisdiction and (iii) expressly assume, by a supplement hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement, any Supplement and the Second Tier Receivables Purchase Agreement on the part of the electric distribution business of the TransferorTransferor to be performed or observed, all as provided herein; (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (d) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor hereunder 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 Article III shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default, Pay Out Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Transferor and each Rating Agency shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Trust, any Holder or any Credit Enhancement Provider; (iiv) any action as is necessary to maintain the lien and security interest created by this Agreement shall have been taken; and (vi) the Transferor shall have delivered to the SellerTrustee an Opinion of Counsel stating that such consolidation or merger and such supplement comply with this Article VII and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing under the Exchange Act). (b) Except as specifically contemplated in this Agreement or in any Supplement, the Issuer Transferor shall not convey or transfer all or substantially all of its properties or assets, including Trust Assets, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Transferor 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 assume, by a supplement hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement, any supplement and the Indenture Second Tier Receivables Purchase Agreement on the part of the Transferor to be performed or observed, all as provided herein, (C) expressly agree by means of such supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders, (D) unless otherwise provided in such Supplement, expressly agree to indemnify, defend and hold harmless the Transferor against and from any loss, liability or expense arising under or related to this Agreement, any Supplement, the Second Tier Receivables Purchase Agreement and the Certificates and (E) expressly agree by means of such supplement that such Person (or if a group of persons, then one specified Person) shall prepare (or cause to be prepared) and make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Certificates; (ii) immediately after giving effect to such transaction, no Pay Out Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Transferor shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Trust, any Holder or any Credit Enhancement Provider; (v) any action as is necessary to maintain the lien and security interest created by this Agreement shall have been taken; and (vi) the Transferor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger conveyance or succession transfer and such agreement of assumption supplement comply with this Section Article VII and that all conditions precedent, if any, precedent herein provided for in this Agreement relating to such transaction have been complied with, with (iiiincluding any filing required by the Exchange Act). (c) the Rating Agencies shall have received prior written notice The obligations of such transaction and (iv) the Transferor hereunder shall have delivered not be assignable nor shall any Person succeed to the Seller, the Issuer and the Indenture Trustee an Opinion obligations of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV pursuant to the Statute and UCC filings, have been executed and filed that are necessary fully to preserve and protect the interest of the Seller hereunder except as described in the Environmental Control Property and reciting the details of such filings or subsections (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 above described agreement of assumption and compliance with clauses (i), (ii), (iiia) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) above.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material the major part of the electric distribution business of the Transferor, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material the major part of the electric 158 distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material the major part of the electric distribution business of the Transferor, (d) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material the major part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material the major part of the electric distribution business of the Transferor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III shall have been breached and 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 Transferor shall have delivered to the Seller, the Issuer and the Indenture Bond Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in 159 this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV PUC pursuant to the Statute and UCC filingsStatute, have been executed and filed that are necessary fully to preserve and protect the interest of the Seller in the Environmental Control Transferred 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 above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause clauses (a), (b), (c), (d) or (e) above.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (dc) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferorwhole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor hereunder without the execution or filing of any other 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 or warranty made pursuant to Article III shall have been breached and 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 Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Officers’ ' Certificate (as defined in the Indenture) of the Transferor and an Opinion of Counsel (as defined in the Indenture) each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 2.18 and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with, (iiiii) written confirmation from the Note Rating Agencies shall have received prior written notice of Agency (as defined in the Indenture) that such transaction will not result in any Note Rating Agency reducing or withdrawing its then existing rating of the Notes and (iviii) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filingsactions necessary to perfect the interests of the Trust and the Indenture Trustee have been taken, including filings by the Transferor with the PSCWV pursuant to the Statute that all financing statements and UCC filings, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Trust and Indenture Trustee, respectively, in the Environmental Control Property Collateral Certificate and reciting the details of such filings 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 Following the effectiveness of the succession provided for in this Section 2.18, the predecessor Transferor shall be released from any obligations and liabilities provided for under the Transaction Documents other than any obligations or liabilities incurred by such predecessor Transferor prior to the contrary, the execution effectiveness of the above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) abovesuch succession.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) Transferor shall not consolidate with or merge into, or convey or transfer its properties and assets substantially as an entirety to, any other Person, unless: (i) the corporation formed by such consolidation or into which the Transferor may be is merged or consolidated and the Person which succeeds to all acquires by conveyance or any material part of the electric distribution business of the Transferor, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (d) which may succeed to transfer the properties and assets of the Transferor substantially as a whole an entirety shall be, if Transferor is not the surviving entity, organized and which succeeds to all existing under the laws of the United States of America or any material part state, and shall be either (1) a business entity that may not become a debtor in a proceeding under Title 11 of the electric distribution business of the Transferor United States Code or (e2) a special-purpose entity, the powers and activities of which may otherwise succeed shall be limited to all or any material part the performance of Transferor's obligations under this Agreement and under the electric distribution business other Transaction Documents and shall expressly assume, by an agreement supplemental hereto, executed and delivered to Indenture Trustee and Owner Trustee, in form satisfactory to Indenture Trustee and Owner Trustee, the performance of the every covenant and obligation of Transferor, which Person in as applicable hereunder and thereunder, and shall benefit from all the rights granted to Transferor, as applicable hereunder and thereunder. To the extent that any of the foregoing cases executes an agreement of assumption to perform every right, covenant or obligation of Transferor, as applicable hereunder, is inapplicable to the Transferor under this Agreementsuccessor entity, such successor entity shall be the successor subject to such covenant or obligation, or benefit from such right, as would apply, to the Transferor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; providedextent practicable, however, that (i) immediately after giving effect to such transactionsuccessor entity. In furtherance hereof, no representation in applying this Section 4.02 to a successor entity, Section 6.01 hereof shall be applied by reference to events of involuntary liquidation, receivership or warranty made pursuant conservatorship applicable to Article III shall have been breached and 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, such successor entity; (ii) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Trustee an Officers’ Officer's Certificate and an Opinion signed by a Vice President (or any more senior officer) of Counsel each Transferor stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 4.02 and that all conditions precedent, if any, precedent herein provided for in this Agreement relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding, and enforceable against such surviving entity in accordance with its terms; (iii) Servicer shall have delivered notice to the Rating Agencies of such consolidation, merger, conveyance or transfer and the Rating Agency Condition shall have received prior written notice of such transaction and been met; (iv) the Transferor shall have delivered to Indenture Trustee and each Rating Agency a Tax Opinion, dated the Sellerdate of such consolidation, merger, conveyance or transfer, with respect thereto; and (v) if Transferor is not the surviving entity, the Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor surviving entity shall file new UCC-1 financing statements with the PSCWV pursuant respect to the Statute and UCC filings, have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Issuer in the Environmental Control Property Receivables and reciting the details Collateral Certificate, if any. (b) This Section 4.02 shall not be construed to prohibit or in any way limit Transferor's ability to effectuate any consolidation or merger pursuant to which Transferor would be the surviving entity. (c) The obligations of such filings or (B) stating that, in the opinion of such counsel, no such action Transferor hereunder shall not be necessary to preserve and protect such interests. Notwithstanding anything herein assignable nor shall any Person succeed to the contraryobligations of Transferor hereunder except for mergers, consolidations, assumptions or transfers in accordance with the execution provisions of the above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) aboveforegoing paragraphs.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (dc) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferorwhole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III Section 3.01 shall have been breached and no Servicer 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, (ii) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies Agency Condition shall have received prior written notice of been satisfied with respect to such transaction and (iv) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filingsactions necessary to perfect the interests of the Owner Trustee and the Indenture Trustee have been taken, including filings by the Transferor with the PSCWV pursuant to the Statute that all financing statements and UCC filings, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Owner Trustee and Indenture Trustee, respectively, in the Environmental Control Property Receivables and reciting the details of such filings 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 above described foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction the transactions referred to in clause (a), (b), (c), (d) or (ec) above.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Subject to Section 6.06 hereof, any Person (ai) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (bii) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result resulting from any merger merger, conversion, or consolidation to which the Transferor shall be a party and which succeeds party, (iii) succeeding to all or any material part of the electric distribution business of the Transferor, (d) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (eiv) which may otherwise succeed to all exercising control directly or any material part of the electric distribution business indirectly of the Transferor, which Person in any of the foregoing cases executes an agreement of assumption acceptable, in their respective absolute discretion, to each of the Note Insurer, the Trust Collateral Agent and the Indenture Trustee to perform every obligation of the Transferor under this AgreementAgreement and the other Basic Documents to which the Transferor is a party, shall will be the successor to the Transferor hereunder under this Agreement without the execution or filing of any document or any further act by on the part of any of the parties to this Agreement; provided, however, that (iu) immediately after giving effect to such transaction, (A) no representation or warranty made pursuant to Article III shall Section 6.01 would have been breached (for purposes hereof, such representations and no Servicer Default, warranties shall speak as of the date of the consummation of such transaction) and (B) no event that, after notice or lapse of time, or both, would become a Servicer Default, Default or Master Servicer Default shall have occurred and be continuing, (iiv) the Transferor shall have delivered to the SellerTrust Collateral Agent, the Issuer Note Insurer and the Indenture Trustee an Officers’ Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger conversion, merger, or succession and such agreement of or assumption comply with this Section and Section 6.06(a)(iii) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received prior written notice of such transaction and (ivw) the Transferor shall have delivered to the SellerTrust Collateral Agent, the Issuer Note Insurer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV pursuant to the Statute financing statements and UCC filings, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Trust, the Noteholders and the Note Insurer in the Environmental Control Property Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interestsinterest, (x) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) the organizational documents of the Person surviving or resulting from such transaction shall contain provisions the same in substantive effect as those of the Transferor's certificate of formation and limited liability company agreement in respect of the issuance of debt, the independent directors and bankruptcy remoteness and (z) the Rating Agencies shall have confirmed the ratings of the Notes and, in the case of the Class A Notes, without regard to the Note Policy. The Transferor shall provide written notice of any merger, consolidation, conversion, or succession pursuant to this Section and Section 6.06(a)(iii) to the Note Insurer and the Rating Agencies then providing a rating for the Securities. Notwithstanding anything herein to the contrary, the execution of the above described foregoing agreement of assumption and compliance with clauses (u), (v), (w), (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii), or (iii) and or (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) above.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material the major part of the electric distribution business of the Transferor, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material the major part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material the major part of the electric distribution business of the Transferor, (d) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material the major part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material the major part of the electric distribution business of the Transferor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III shall have been breached and 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 Transferor shall have delivered to the Seller, the Issuer and the Indenture Bond Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV PUC pursuant to the Statute and UCC filingsStatute, have been executed and filed that are necessary fully to preserve and protect the interest of the Seller in the Environmental Control Transferred 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 above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) above.,

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all party, or any material part of the electric distribution business of the Transferor, (dc) which may succeed to all or substantially all of the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferor's business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III Section 7.01 shall have been breached and no Event of Servicer Default, and no event that, after notice or lapse of time, or both, would become a an Event of Servicer Default, Default shall have occurred happened and be continuing, (ii) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Officers’ ' Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply with this Section 12.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered an Opinion of Counsel to the SellerInsurer, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV pursuant to the Statute financing statements and UCC filings, continuation statements and amendments thereto have been executed or duly authorized and filed that are necessary fully to preserve and protect the interest of the Seller Trust and the Indenture Trustee in the Environmental Control Property Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. Notwithstanding anything herein the foregoing, the Transferor shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without providing advance written notice thereof to the contraryOwner Trustee, the execution Indenture Trustee and the Rating Agencies and without obtaining the prior written consent of the above described agreement of assumption and compliance with clauses (i)Insurer, (ii), (iii) and (iv) above shall be conditions precedent to so long as the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) aboveInsurer is the Controlling Party.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material the major part of the electric 37 34 distribution business of the Transferor, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material the major part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material the major part of the electric distribution business of the Transferor, (d) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material the major part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material the major part of the electric distribution business of the Transferor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III shall have been breached and 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 Transferor shall have delivered to the Seller, the Issuer and the Indenture Bond Trustee an Officers’ ' Certificate and an Opinion of Counsel 38 35 each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV PUC pursuant to the Statute and UCC filingsStatute, have been executed and filed that are necessary fully to preserve and protect the interest of the Seller in the Environmental Control Transferred 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 above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause clauses (a), (b), (c), (d) or (e) above.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (dc) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferorwhole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor hereunder without the execution or filing of any other 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 or warranty made pursuant to Article III shall have been breached and 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 Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Officers’ Certificate (as defined in the Indenture) and an Opinion of Counsel (as defined in the Indenture) each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 2.18 and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with, (iiiii) written confirmation from the Note Rating Agencies shall have received prior written notice of Agency (as defined in the Indenture) that such transaction will not result in any Note Rating Agency reducing or withdrawing its then existing rating of the Notes and (iviii) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filingsactions necessary to perfect the interests of the Owner Trustee and the Indenture Trustee have been taken, including filings by the Transferor with the PSCWV pursuant to the Statute that all financing statements and UCC filings, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Owner Trustee and Indenture Trustee, respectively, in the Environmental Control Property Collateral Certificate and reciting the details of such filings 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 Following the effectiveness of the succession provided for in this Section 2.18, the predecessor Transferor shall be released from any obligations and liabilities provided for under the Transaction Documents other than any obligations or liabilities incurred by such predecessor Transferor prior to the contrary, the execution effectiveness of the above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) abovesuch succession.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) Transferor shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Transferor may be is merged or consolidated and the Person which succeeds to all acquires by conveyance or any material part of the electric distribution business of the Transferor, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (d) which may succeed to transfer the properties and assets of the Transferor substantially as a whole an entirety shall be, if Transferor is not the surviving entity, organized and which succeeds to all existing under the laws of the United States of America or any material part State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the electric distribution business United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, in form satisfactory to Trustee, the Transferor or (e) which may otherwise succeed to all or any material part performance of the electric distribution business every covenant and obligation of the Transferor, which Person in as applicable hereunder, and shall benefit from all the rights granted to Transferor, as applicable hereunder. To the extent that any of the foregoing cases executes an agreement of assumption to perform every right, covenant or obligation of Transferor, as applicable hereunder, is inapplicable to the Transferor under this Agreementsuccessor entity, such successor entity shall be the successor subject to such covenant or obligation, or benefit from such right, as would apply, to the Transferor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; providedextent practicable, however, that (i) immediately after giving effect to such transactionsuccessor entity. In furtherance hereof, no representation in applying this Section 7.2 to a successor entity, Section 9.2 shall be applied by reference to events of involuntary liquidation, receivership or warranty made pursuant conservatorship applicable to Article III such successor entity as shall have been breached and 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, set forth in the officer's certificate described in subsection 7.2(a)(ii); (ii) the Transferor shall have delivered to the Seller, the Issuer and the Indenture Trustee an Officers’ Officer's Certificate and an Opinion signed by a Vice President (or any more senior officer) of Counsel each Transferor stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section 7.2 and that all conditions precedent, if any, precedent herein provided for in this Agreement relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding; and (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered notice to each Rating Agency of such consolidation, merger, conveyance or transfer. (b) Upon satisfaction of the following conditions, Transferor may sell or otherwise dispose of the Transferor Interest, and any other right, title or interest of Transferor in and to the SellerTrust Assets to any other Person, the Issuer and the Indenture Trustee which Person shall thereafter be Transferor and, if so agreed, Servicer for all purposes of this Agreement: (i) Transferor delivers an Opinion of Counsel either to Trustee stating that (A) stating that, in the opinion new Transferor has effectively assumed all obligations of such counsel, all filings, including filings by the Transferor with and, if so agreed, the PSCWV pursuant Servicer under this Agreement and (B) all actions necessary to the Statute and UCC filings, have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Seller Trustee in the Environmental Control Property and reciting Trust Assets as against the details new Transferor have been taken; and (ii) the Rating Agency Condition is satisfied. (c) The obligations of such filings or (B) stating that, in the opinion of such counsel, no such action Transferor hereunder shall not be necessary to preserve and protect such interests. Notwithstanding anything herein assignable nor shall any Person succeed to the contrary, the execution obligations of the above Transferor hereunder except as described agreement of assumption and compliance with clauses in subsection (i), (ii), (iiia) and (ivb) above shall be conditions precedent to the consummation of any transaction referred to and in clause (a), (b), (c), (d) or (e) aboveSection 2.9.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all or any material part of the electric distribution business of the Transferor, (dc) which may succeed to the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferorwhole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III by the Transferor in Section 3.01 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time(unless the applicable breach shall have been cured in all material respects, or both, would become a Servicer Default, the applicable Receivable shall have occurred and be continuingbeen purchased in accordance herewith), (ii) the Transferor shall have delivered to the SellerDepositor, the Issuer Owner Trustee and the Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV pursuant to the Statute financing statements and UCC filings, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Seller Owner Trustee and Indenture Trustee, respectively, in the Environmental Control Property Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests, and (iv) E*TRADE Consumer Finance or the Transferor shall have delivered notice of such merger, consolidation or assumption to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the above described foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of any transaction the transactions referred to in clause clauses (a), (b), (c), (d) or (ec) above.

Merger or Consolidation of, or Assumption of the Obligations of, Transferor. Any Person (a) into which the Transferor may be merged or consolidated and which succeeds to all or any material part of the electric distribution business of the Transferorconsolidated, (b) which results from the division of the Transferor into two or more Persons and which succeeds to all or any material part of the electric distribution business of the Transferor, (c) which may result from any merger or consolidation to which the Transferor shall be a party and which succeeds to all party, or any material part of the electric distribution business of the Transferor, (dc) which may succeed to all or substantially all of the properties and assets of the Transferor substantially as a whole and which succeeds to all or any material part of the electric distribution business of the Transferor or (e) which may otherwise succeed to all or any material part of the electric distribution business of the Transferor’s business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Transferor under this Agreement, shall be the successor to the Transferor 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 or warranty made pursuant to Article III Section 7.01 hereof shall have been breached and no Event of Servicer Default, and no event that, after notice or lapse of time, or both, would become a an Event of Servicer Default, shall have occurred happened and be continuing, (ii) the Transferor shall have delivered to the Seller, the Issuer Owner Trustee and the Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply with this Section 12.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agencies shall have received prior written notice of such transaction and (iv) the Transferor shall have delivered an Opinion of Counsel to the SellerInsurer, the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings, including filings by the Transferor with the PSCWV pursuant to the Statute financing statements and UCC filings, continuation statements and amendments thereto have been executed or duly authorized and filed that are necessary fully to preserve and protect the interest of the Seller Trust and the Indenture Trustee in the Environmental Control Property Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. Notwithstanding anything herein the foregoing, the Transferor shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without providing advance written notice thereof to the contraryOwner Trustee, the execution Indenture Trustee and the Rating Agencies and without obtaining the prior written consent of the above described agreement of assumption and compliance with clauses (i)Insurer, (ii), (iii) and (iv) above shall be conditions precedent to so long as the consummation of any transaction referred to in clause (a), (b), (c), (d) or (e) aboveInsurer is the Controlling Party.