Common use of Merger and Other Transactions Clause in Contracts

Merger and Other Transactions. As long as the Transition Bonds are outstanding and subject to Section 4.05, the Trust may not consolidate with, merge or convert into another entity or sell all or substantially all of its assets to another entity and dissolve, unless: (i) the entity formed by or surviving such consolidation, merger or conversion or to whom substantially all of such assets are sold is organized under the laws of the United States, any state thereof or the District of Columbia, (ii) such entity expressly assumes all obligations and succeeds to all rights of the Trust under the Sale Agreement and the Master Servicing Agreement pursuant to an assignment and assumption agreement executed and delivered to the Bond Trustee, in form satisfactory to the Bond Trustee, (iii) no Default or Event of Default will have occurred and be continuing immediately after such consolidation, merger, conversion or sale of assets, (iv) the Rating Agency Condition (as defined in the Indenture) will have been satisfied with respect to such transaction by each Rating Agency (as defined in the Indenture), except Moody's (to which notice will be sent), (v) the Trust has received an opinion of counsel to the effect that such consolidation, merger, conversion or sale of assets would have no material adverse tax consequence to the Trust or any Transition Bondholder and such consolidation, merger, conversion or sale of assets complies with the Indenture and all conditions precedent therein provided relating to such transaction, (vi) none of the Intangible Transition Property, any qualified rate orders or PECO Energy's or the Trust's rights under the Competition Act or any qualified rate orders are impaired and (vii) any action that is necessary to maintain the lien and security interest created by the Indenture will have been taken. Further, the Trust may not sell, transfer, exchange or otherwise dispose of any of its assets, except as expressly permitted by the Indenture, any Supplemental Indenture, the Master Servicing Agreement or the Sale Agreement.

Merger and Other Transactions. As long as the Transition Bonds Notes are outstanding and subject to Section 4.05outstanding, the Trust may not consolidate with, merge or convert into another entity or sell all or substantially all of its assets to another entity and dissolve, unless: (i) the entity formed by or surviving such consolidation, merger or conversion or to whom all or substantially all of such assets are sold is organized under the laws of the United States, any state thereof or the District of Columbia, (ii) such entity expressly assumes all obligations by a Supplemental Indenture the Trust's obligation to make due and succeeds to all rights punctual payments upon the Notes and the performance or observance of every agreement and covenant of the Trust under the Sale Agreement and the Master Servicing Agreement pursuant to an assignment and assumption agreement executed and delivered to the Bond Trustee, in form satisfactory to the Bond TrusteeIndenture, (iii) no Default or Event of Default (as defined in the Indenture) will have occurred and be continuing immediately after such consolidation, merger, conversion or sale of assets, (iv) the Rating Agency Condition (as defined in the Indenture) will have been satisfied with respect to such transaction by each Rating Agency (as defined in the Indenture), except Moody's (to which notice will be sent)transaction, (v) the Trust has received an opinion of counsel to the effect that such consolidation, merger, conversion or sale of assets would have no material adverse tax consequence to the Trust or any Transition Bondholder holders of Notes and such consolidation, merger, conversion or sale of assets complies with the Indenture and all conditions precedent therein provided relating to such transaction, (vi) none of the Intangible Transition Property, any qualified rate orders the Financing Order or PECO EnergyMPC's, the Trust's, the Note Trustee's or the Trustany Noteholder's rights under the Competition Act Statute or any qualified rate orders the Financing Order are impaired and (vii) any action that is necessary to maintain the lien and security interest created by the Indenture will have been taken. Further, the Trust may not sell, transfer, exchange or otherwise dispose of any of its assets, except as expressly permitted by the Indenture, any Supplemental Indenture, the Master Servicing Agreement or the Sale Agreement.

Merger and Other Transactions. As long as the Transition Bonds are outstanding and subject to Section 4.05, the Trust may not consolidate with, merge or convert into another entity or sell all or substantially all of its assets to another entity and dissolve, unless: (i) the entity formed by or surviving such consolidation, merger or conversion or to whom substantially all of such assets are sold is organized under the laws of the United States, any state thereof or the District of Columbia, (ii) such entity expressly assumes all obligations and succeeds to all rights of the Trust under the Sale Agreement and the Master Servicing Agreement pursuant to an assignment and assumption agreement executed and delivered to the Bond Trustee, in form satisfactory to the Bond Trustee, (iii) no Default or Event of Default will have occurred and be continuing immediately after such consolidation, merger, conversion or sale of assets, (iv) the Rating Agency Condition (as defined in the Indenture) will have been satisfied with respect to such transaction by each Rating Agency (as defined in the Indenture), except Moody's (to which notice will be sent), (v) the Trust has received an opinion of counsel to the effect that such consolidation, merger, conversion or sale of assets would have no material adverse tax consequence to the Trust or any Transition Bondholder and such consolidation, merger, conversion or sale of assets complies with the Indenture and all conditions precedent therein provided relating to such transaction, (vi) none of the Intangible Transition Property, any qualified rate orders the Qualified Rate Order or PECO Energy's or the Trust's rights under the Competition Act or any qualified rate orders the Qualified Rate Order are impaired and (vii) any action that is necessary to maintain the lien and security interest created by the Indenture will have been taken. Further, the Trust may not sell, transfer, exchange or otherwise dispose of any of its assets, except as expressly permitted by the Indenture, any Supplemental Indenture, the Master Servicing Agreement or the Sale Agreement.

Merger and Other Transactions. As long as the Transition Bonds are outstanding and subject to Section 4.05outstanding, the Trust may not consolidate with, merge or convert into another entity or sell all or substantially all of its assets to another entity and dissolve, unless: (i) the entity formed by or surviving such consolidation, merger or conversion or to whom substantially all of such assets are sold is organized under the laws of the United States, any state thereof or the District of Columbia, (ii) such entity expressly assumes all obligations by a Supplemental Indenture the Trust's obligation to make due and succeeds to all rights punctual payments upon the Transition Bonds and the performance or observance of every agreement and covenant of the Trust under the Sale Agreement and the Master Servicing Agreement pursuant to an assignment and assumption agreement executed and delivered to the Bond Trustee, in form satisfactory to the Bond TrusteeIndenture, (iii) no Default or Event of Default will have occurred and be continuing immediately after such consolidation, merger, conversion or sale of assets, (iv) the Rating Agency Condition (as defined in the Indenture) will have been satisfied with respect to such transaction by each Rating Agency (as defined in the Indenture), except Moody's (to which notice will be sent)transaction, (v) the Trust has received an opinion of counsel to the effect that such consolidation, merger, conversion or sale of assets would have no material adverse tax consequence to the Trust or any Transition Bondholder and such consolidation, merger, conversion or sale of assets complies with the Indenture and all conditions precedent therein provided relating to such transaction, (vi) none of the Intangible Transition Property, any qualified rate orders the Qualified Rate Order or PECO Energy's or the Trust's rights under the Competition Act or any qualified rate orders the Qualified Rate Order are impaired and (vii) any action that is necessary to maintain the lien and security interest created by the Indenture will have been taken. Further, the Trust may not sell, transfer, exchange or otherwise dispose of any of its assets, except as expressly permitted by the Indenture, any Supplemental Indenture, the Master Servicing Agreement or the Sale Agreement.