Sec. 5.01. This franchise shall be binding on and inure to the benefit of the City and Grantee and their respective successors and assigns. Grantee has the right to assign this franchise in whole or in part to an Affiliate, as hereinafter defined. Grantee also has the right to grant licenses, use rights and partial assignments of the franchise granted to Grantee under this franchise to any person or entity. It is further understood that if Grantee's electrical power business, or any portion of Grantee's electrical power business, shall be sold to or carried on by another entity that is not or ceases to be an Affiliate of Grantee (a "Third Party Assignee"), then such Third Party Assignee shall automatically be deemed to succeed to the rights, privileges, and franchises granted hereunder, and the Third Party Assignee shall automatically assume the obligations of Grantee, in each case as such rights, privileges, franchises, and obligations pertain to the electrical power business conducted by the Third Party Assignee, accruing from and after the effective date of the transaction in question, and Grantee shall automatically be released from the obligations so assumed by the Third Party Assignee as of such date. As used herein, an "Affiliate" of Grantee shall mean any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with Grantee through the ownership or control of a majority of the voting securities of the entity in question or Grantee, as the case may be. The City agrees that, in connection with any transaction or proposed transaction by which any portion of the electrical power business conducted by Grantee as of the Effective Date of this franchise is or is to be conducted by a Third Party Assignee, the City, promptly following Grantee's request, shall execute confirmation instruments or new franchise agreements on the same terms and conditions hereof with Grantee and the Third Party Assignee pertaining to their respective electrical power businesses to confirm and implement the provisions of this Section 5.01.

The City shall, within ten (10) days of written request, execute and deliver an instrument certifying, if true, (i) that this franchise is in full force and effect; (ii) that this franchise has not been modified or supplemented (or specifying any modifications or supplements); (iii) that Grantee is not in default under this franchise (or specifying any default); and (iv) to such other matters as may reasonably be requested. The City shall also agree to provide notices under this franchise to such lenders of Grantee or other parties as may request same,

Any assignment hereunder shall be subject to applicable reviews by the Public Utility Commission ("PUCT") and the City's participation in any such reviews pursuant to PURA §§14.101, 33.025, 37.152, 37.154 or other applicable provisions in effect at the time of the assignment. Any Third Party Assignee hereunder shall, within ten (10) days of written request, execute and deliver to City an instrument acknowledging that Third Party Assignee is subject to and bound by this franchise: