Conveyance of Transition Property. (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of $231,184,014, subject to the conditions specified in Section 2.02, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse or warranty, except as set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Securitization Law, the right to impose, collect and receive System Restoration Charges and the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the System Restoration Charges related to the Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 39.308 (as incorporated through Section 36.403(a)) of the Securitization Law and other applicable law, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in and to (as in a true sale), and not as a pledge or other financing of, the Transition Property. The Seller and the Issuer agree that after giving effect to the sale, transfer, assignment, setting over and conveyance contemplated hereby the Seller has no right, title or interest in or to the Transition Property to which a security interest could attach because (i) it has sold, transferred, assigned, set over and conveyed all right, title and interest in and to the Transition Property to the Issuer, (ii) as provided in Section 39.304 (as incorporated through Section 36.403(a)) of the Securitization Law, such rights are only contract rights until the time of such sale, transfer, assignment, setting over and conveyance and (iii) as provided in Section 39.309(c) (as incorporated through Section 36.403(a)) of the Securitization Law, appropriate notice has been filed and such transfer is perfected against all third parties, including subsequent judicial or other lien creditors. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 39.308 (as incorporated through Section 36.403(a)) of the Securitization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition P...
Conveyance of Transition Property. In consideration of the Note Issuer’s delivery to or upon the order of the Seller of [$ ] net of underwriting discounts and other fees and expenses, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or other financing of, the Transition Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1H(f)(1) of Chapter 164 of the Massachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Note Issuer, the Seller hereby Grants to the Note Issuer a security interest in the Transition Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the RTC Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Note Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest). Such sale, transfer, assignment, setting over and conveyance of the Transition Property includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Transition Property.
Conveyance of Transition Property. In consideration of ---------------------------------- the Note Issuer's delivery to or upon the order of the Seller of $[_], the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse (subject to the obligations herein), all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, set over and conveyance of the Transition Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the FTA Charges pursuant to the Financing Order and the Issuance Advice Letter). Such sale, transfer, assignment, set over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 844(a) of the PU Code, shall be treated as an absolute transfer of all of the Seller's right, title and interest (as in a true sale), and not as a pledge or other financing, of the Transition Property, other than for federal and state income and franchise tax purposes. [If such sale, transfer, assignment, set over and conveyance is held not to be a true sale as contemplated by Section 844(a) of the PU Code, then such sale, transfer, assignment, set over and conveyance shall be treated as a pledge of the Transition Property and the Seller shall be deemed to have granted a security interest to the Note Issuer in the Transition Property.] [Discuss need of back- up security interest]
Conveyance of Transition Property. SECTION 2.01. Conveyance of Transition Property....................... 7
Conveyance of Transition Property. SECTION 2.01. Conveyance of Transition Property 2 SECTION 2.02. [Reserved] 3 SECTION 2.03. Conditions to Conveyance of Transition Property 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER SECTION 3.01. Organization and Good Standing 4 SECTION 3.02. Due Qualification 5 SECTION 3.03. Power and Authority 5 SECTION 3.04. Binding Obligation 5 SECTION 3.05. No Violation 5 SECTION 3.06. No Proceedings 5 SECTION 3.07. Approvals 6 SECTION 3.08. The Transition Property. 6 SECTION 3.09. Limitations on Representations and Warranties 10 ARTICLE IV COVENANTS OF THE SELLER SECTION 4.01. Existence 10 SECTION 4.02. No Liens 10 SECTION 4.03. Delivery of Collections 11 SECTION 4.04. Notice of Liens 11 SECTION 4.05. Compliance with Law 11 SECTION 4.06. Covenants Related to System Restoration Bonds and Transition Property. 11 SECTION 4.07. Protection of Title 12 SECTION 4.08. Nonpetition Covenants 13 SECTION 4.09. Taxes 13 SECTION 4.10. Issuance Advice Letter 13 SECTION 4.11. Tariff 13 SECTION 4.12. Notice of Breach to Rating Agencies, Etc 13 SECTION 4.13. Use of Proceeds 14 SECTION 4.14. Further Assurances 14 ARTICLE V THE SELLER
Conveyance of Transition Property. 2 SECTION 2.01. Conveyance of Transition Property................2 SECTION 2.02. Conveyance of Subsequent Transition Property.....3 SECTION 2.03. Conditions to Conveyance of Transition Property..3
Conveyance of Transition Property. 8 ARTICLE III Representations and Warranties of Seller
Conveyance of Transition Property. 5 Section 2.01.
Conveyance of Transition Property. SECTION 2.01. Conveyance of Original Transition Property 3 SECTION 2.02. Conveyance of Subsequent Transition Property 3 SECTION 2.03. Conditions to Conveyance of Transition Property 5 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER SECTION 3.01. Organization and Good Standing 24 SECTION 3.02. Due Qualification 24 SECTION 3.03. Power and Authority 24 SECTION 3.04. Binding Obligation 25 SECTION 3.05. No Violation 26 SECTION 3.06. No Proceedings SECTION 3.07. Approvals SECTION 3.08. The Transferred Transition Property. SECTION 3.09. Limitations on Representations and Warranties
Conveyance of Transition Property. 6 Section 2.01. Conveyance of Transition Property 6 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER 7 Section 3.01. Organization and Good Standing 7 Section 3.02. Due Qualification 7 Section 3.03. Power and Authority 7 Section 3.04. Binding Obligation 7 Section 3.05. No Violation 8 Section 3.06. No Proceedings 8 Section 3.07. Approvals 8 Section 3.08. The Transition Property. 8 Section 3.09. Limitations on Representations and Warranties 10
