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

Issuer May Consolidate, etc., Only on Certain Terms. The Issuer shall not consolidate or merge with or into any other Person, unless: the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture and the related Series Supplement on the part of the Issuer to be performed or observed, all as provided herein and in the applicable Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; the Issuer shall have delivered to EGSI, the Indenture Trustee and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to EGSI and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that, as a result of the consolidation or merger, (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes; (b) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in gross income to the Seller; and (c) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer's sole owner; any action as is necessary to maintain the Lien and the first priority perfected security interest in the Transition Bond Collateral created by this Indenture and the related Series Supplement shall have been taken as evidenced by an Opinion of Counsel of Independent counsel of the Issuer delivered to the Indenture Trustee; and the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel of Independent counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture, the related Series Supplement and that all conditions precedent herein provided for in this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the Exchange Act). Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Transition Bond Collateral, to any Person, unless: the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein and in the applicable Series Supplements, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, (D) unless otherwise provided in the supplemental indenture referred to in clause (B) above, expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the related Series Supplements and the Transition Bonds, (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the Transition Bonds and (F) if such sale, conveyance, exchange, transfer or disposal relates to the Issuer's rights and obligations under the Sale Agreement or the Servicing Agreement, assume all obligations and succeed to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable; immediately after giving effect to such transaction, no Default, Event of Default or Servicer Default shall have occurred and be continuing; the Rating Agency Condition shall have been satisfied with respect to such transaction; the Issuer shall have delivered to EGSI, the Indenture Trustee and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to EGSI and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that, as a result of the disposition, (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes; (b) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in gross income to the Seller; and (c) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer's sole owner; any action as is necessary to maintain the Lien and the first priority perfected security interest in the Transition Bond Collateral created by this Indenture and the related Series Supplement shall have been taken as evidenced by an Opinion of Counsel of Independent counsel of the Issuer delivered to the Indenture Trustee; and the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel of Independent counsel of the Issuer each stating that such sale, conveyance, exchange, transfer or other disposition and such supplemental indenture comply with this Indenture and the related Series Supplement and that all conditions precedent herein provided for in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or to whom substantially all of such assets are sold shall (A) be a Person organized and existing under the laws of the United States of America or any State, (B) state and shall expressly assume, assume by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the Principal of and Interest on all Bonds and the performance or observance of every agreement and covenant of this Indenture and the related Series Supplement on the part of the Issuer to be performed or observed, observed by the Issuer; (ii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or to whom substantially all as provided herein and in the applicable Series Supplement, and (C) of such assets are sold shall expressly assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Administration Agreement and the Servicing Agreement pursuant to an assignment and each other Basic Document assumption agreement executed and delivered to which the Issuer is a partyTrustee, in form reasonably satisfactory to the Trustee; (iii) immediately after giving effect to such consolidation, merger or consolidationsale, no Default, Default or Event of Default or Servicer Default shall have occurred and be continuing; (iv) the Rating Agency Condition shall have been satisfied with respect to such consolidation or merger or consolidationsale; (v) the Issuer shall have received an Opinion of Counsel (and shall have delivered and addressed copies thereof to EGSIthe Trustee, the Indenture Trustee Servicer and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to EGSI and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)Agencies) to the effect thatthat such consolidation, as a result merger or sale (i) will not have any 20 <PAGE> material adverse tax consequence to the Issuer or any Bondholder, (ii) complies with this Indenture and all of the consolidation conditions precedent herein relating to such transaction and (iii) will result in the Trustee maintaining a continuing valid perfected security interest in the Collateral; (vi) neither the Series A Storm-Recovery Property, the Financing Order, nor the rights of the Seller, the Servicer or merger, (a) the Issuer will not under the Statute or the Financing Order, shall be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposesimpaired thereby; (bvii) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in gross income to the Seller; and (c) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer's sole owner; any action as is necessary to maintain the Lien and the first priority perfected security interest in the Transition Bond Collateral created by this Indenture and the related Series Supplement shall have been taken as evidenced by an Opinion of Counsel of Independent counsel of the Issuer delivered to the Indenture Trusteetaken; and (viii) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel of Independent counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture Supplemental Indenture comply with this Indenture, the related Series Supplement Article and that all conditions precedent herein provided for in this Section 3.10(a) with respect Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). Except (b) Other than as specifically provided hereincontemplated by the Basic Documents, any Additional Indentures or Subsequent Sale Agreement, the Issuer shall not sell, convey, exchange, convey or transfer all or otherwise dispose of any substantially all of its properties or assets assets, including those included in the Transition Bond Collateral, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties and or assets of the Issuer, the conveyance or transfer of which is hereby restricted Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate, (B) expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Bonds and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document, Additional Indenture and Subsequent Sale Agreement on the part of the Issuer to be performed or observed, all as provided herein and in the applicable Series Supplementsherein, (C) expressly agrees agree by means of such supplemental indenture Supplemental Indenture that all right, title and interest so sold, conveyed, exchanged, conveyed or transferred or otherwise disposed of shall be subject and subordinate to the rights of HoldersBondholders, (D) unless otherwise provided in the supplemental indenture referred to in clause (B) abovesuch Supplemental Indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the related Series Supplements Indenture and the Transition Bonds, Bonds and (E) expressly agrees agree by means of such supplemental indenture Supplemental Indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the Transition Bonds and Bonds; (Fii) if such sale, conveyance, exchange, transfer or disposal relates to the Issuer's rights and obligations under the Sale Agreement or the Servicing Agreement, assume all obligations and succeed to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable; immediately after giving effect to such transaction, no Default, Default or Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to EGSI, the Indenture Trustee FPL and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to EGSI and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that, as a result of the disposition, (a) that such transaction 21 <PAGE> will not have any material adverse federal tax consequence to the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposesor any Bondholder; (bv) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in gross income to the Seller; and (c) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer's sole owner; any action as that is necessary to maintain the Lien and the first priority perfected security interest in the Transition Bond Collateral created by this Indenture and the related Series Supplement shall have been taken as evidenced by an Opinion of Counsel of Independent counsel of the Issuer delivered to the Indenture Trusteetaken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel of Independent counsel of the Issuer each stating that such sale, conveyance, exchange, conveyance or transfer or other disposition and such supplemental indenture Supplemental Indenture comply with this Indenture and the related Series Supplement Article and that all conditions precedent herein provided for in this Section 3.10(b) with respect Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).. Section 3.11

Issuer May Consolidate, etc., Only on Certain Terms. The Issuer shall not consolidate or merge with or into any other Person, unless: the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture and the related Series Supplement on the part of the Issuer to be performed or observed, all as provided herein and in the applicable Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; the Issuer shall have delivered to EGSIETI, the Indenture Trustee and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to EGSI ETI and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that, as a result of the consolidation or merger, (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes; purposes and (b) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in gross income to the Seller; and (c) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer's sole owner; any action as is necessary to maintain the Lien and the first priority perfected security interest in the Transition Bond Collateral created by this Indenture and the related Series Supplement shall have been taken as evidenced by an Opinion of Counsel of Independent counsel of the Issuer delivered to the Indenture Trustee; and the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel of Independent counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture, the related Series Supplement and that all conditions precedent herein provided for in this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the Exchange Act). Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Transition Bond Collateral, to any Person, unless: the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein and in the applicable Series SupplementsSupplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, (D) unless otherwise provided in the supplemental indenture referred to in clause (B) above, expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the related Series Supplements Supplement and the Transition Bonds, (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the Transition Bonds and (F) if such sale, conveyance, exchange, transfer or disposal relates to the Issuer's rights and obligations under the Sale Agreement or the Servicing Agreement, assume all obligations and succeed to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable; immediately after giving effect to such transaction, no Default, Event of Default or Servicer Default shall have occurred and be continuing; the Rating Agency Condition shall have been satisfied with respect to such transaction; the Issuer shall have delivered to EGSIETI, the Indenture Trustee and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to EGSI ETI and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that, as a result of the disposition, (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes; purposes and (b) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in gross income to the Seller; and (c) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer's sole owner; any action as is necessary to maintain the Lien and the first priority perfected security interest in the Transition Bond Collateral created by this Indenture and the related Series Supplement shall have been taken as evidenced by an Opinion of Counsel of Independent counsel of the Issuer delivered to the Indenture Trustee; and the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel of Independent counsel of the Issuer each stating that such sale, conveyance, exchange, transfer or other disposition and such supplemental indenture comply with this Indenture and the related Series Supplement and that all conditions precedent herein provided for in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).