Common use of Conveyance of Transition Property Clause in Contracts

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 Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition Property.

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s delivery to or upon the order of the Seller of $231,184,014, subject to the conditions specified in Section 2.02[$ ] 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 warrantyWITHOUT 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 Securitization LawStatute, 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 RTC Charge pursuant to the Transition Property, as the same may be adjusted from time to time)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 39.308 (as incorporated through Section 36.403(a)1H(f)(1) of Chapter 164 of the Securitization Law and other applicable lawMassachusetts General Laws, 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)1H(f)(1) of Chapter 164 of the Securitization LawMassachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Grants to the Note Issuer a security interest in the Transition Property (including, to the Issuer (and 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 Indenture Trustee for the benefit of the Secured PartiesFinancing Order) to secure their respective rights under a payment obligation incurred by the Basic Documents Seller in respect of the amount paid by the Note Issuer to receive the System Restoration Charges 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 other books and records related to the Transition Property.

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s 's delivery to or upon the order of the Seller of $231,184,0141,431,369,048.94 dollars net of underwriting discounts and commissions, subject to the conditions specified in Section 2.02original issue discount, if any, 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 warrantyWITHOUT 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 Securitization LawStatute, 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 RRB Charge pursuant to the Transition Property, as the same may be adjusted from time to time)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 andand , pursuant to Section 39.308 (as incorporated through Section 36.403(a)16-245k(h) of the Securitization Law and other applicable lawStatute, shall be treated as an absolute transfer of all of the Seller’s '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)16- 245k(h) of the Securitization LawStatute, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) in the Transition Property andand , without prejudice to its position that it has absolutely transferred all of its rights 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 RRB Charge pursuant to the Financing Order) to the Note Issuer, the Seller hereby grants a security interest in the Transition Property to the Note Issuer (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 Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition Property.

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s 's delivery to or upon the order of the Seller of $231,184,014, subject to the conditions specified in Section 2.02153,964,509.50, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse or warrantyWITHOUT 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 Securitization LawStatute, 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 RTC Charge pursuant to the Transition Property, as the same may be adjusted from time to time)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 39.308 (as incorporated through Section 36.403(a)1H(f)(1) of Chapter 164 of the Securitization Law and other applicable lawMassachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s '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)1H(f)(1) of Chapter 164 of the Securitization LawMassachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Grants to the Note Issuer a security interest in the Transition Property (including, to the Issuer (and 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 Indenture Trustee for the benefit of the Secured PartiesFinancing Order) to secure their respective rights under a payment obligation incurred by the Basic Documents Seller in respect of the amount paid by the Note Issuer to receive the System Restoration Charges 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 other books and records related to the Transition Property.

Conveyance of Transition Property. (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of $231,184,014287,014,192.73, subject to the conditions specified in Section 2.022.03, 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 LawFinancing Act, 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 lawFinancing Act, 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 LawFinancing Act, 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 LawFinancing Act, 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 LawFinancing Act, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the such Transition Property and as the creation of a security interest (within the meaning of the Securitization Law Financing Act and the UCC) 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 Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition Property...

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 Transition Charges and the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the System Restoration Transition 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 lawLaw, 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 Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Transition Charges and all other Transition Property.

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s 's delivery to or upon the order of the Seller of $231,184,014[_____], subject to the conditions specified in Section 2.022.03, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse or warranty, except as set forth herein, all right, title and interest of the Seller in and to the Original Transition Property (such sale, transfer, assignment, setting over and conveyance of the Original 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 Transition Charges related to the Original 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 lawLaw, shall be treated as an absolute transfer of all of the Seller’s 's right, title and interest in and to (as in a true sale), and not as a pledge or other financing of, the Original Transition Property. The Seller and the Note 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 Original Transition Property to which such 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 Original Transition Property to the Note 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 Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) in the Original Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Original Transition Property to the Note Issuer, the Seller hereby grants a security interest in the Original Transition Property to the Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition PropertyNote Issuer.

Conveyance of Transition Property. (a) In consideration of ---------------------------------- the Note Issuer’s 's delivery to or upon the order of the Seller of $231,184,014, subject to the conditions specified in Section 2.02651,004,287.85, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse or warranty, except as set forth (subject to the obligations herein), all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting set over and conveyance of the Transition Property includes, to the fullest extent permitted by the Securitization LawStatute, 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 FTA Charges related pursuant to the Transition Property, as Financing Order and the same may be adjusted from time to timeIssuance Advice Letter). Such sale, transfer, assignment, setting set over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 39.308 (as incorporated through Section 36.403(a)844(a) of the Securitization Law and other applicable lawPU Code, shall be treated as an absolute transfer of all of the Seller’s 's right, title and interest in and to (as in a true sale), and not as a pledge or other financing offinancing, of the Transition Property. The Seller and This is the Issuer agree that after giving effect statement referred 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)844(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 creditorsPU Code. If such sale, transfer, assignment, setting set over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in contemplated by Section 39.308 (as incorporated through Section 36.403(a)844(a) of the Securitization LawPU Code, then such sale, transfer, assignment, setting set over and conveyance shall be treated as a pledge of the Transition Property and as the creation of Seller shall be deemed to have granted a security interest (within to the meaning of Note Issuer in the Securitization Law and Transition Property. The Seller takes the UCC) position that it has no rights in the Transition Property and, without prejudice to its position that which such a security interest could attach because it has absolutely transferred sold all of its rights in the Transition Property to the Issuer, the Seller hereby grants a security interest in the Transition Property Note Issuer pursuant to the Issuer (and to the Indenture Trustee for the benefit Section 844(a) of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition PropertyPU Code.

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 lawLaw, 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 Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition Property.

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 2.022.03, 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 LawFinancing Act, 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 lawFinancing Act, 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 LawFinancing Act, 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 LawFinancing Act, 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 LawFinancing Act, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the such Transition Property and as the creation of a security interest (within the meaning of the Securitization Law Financing Act and the UCC) 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 Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition Property...

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s 's delivery to or upon the order of the Seller of $231,184,014___________ net of underwriting discounts and commissions, subject to the conditions specified in Section 2.02original issue discount, if any, 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 warrantyWITHOUT 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 Securitization LawStatute, 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 RRB Charge pursuant to the Transition Property, as the same may be adjusted from time to timeFinancing Order). 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)16-245k(h) of the Securitization Law and other applicable lawStatute, shall be treated as an absolute transfer of all of the Seller’s '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)16-245k(h) of the Securitization LawStatute, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights 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 RRB Charge pursuant to the Financing Order) to the Note Issuer, the Seller hereby grants a security interest in the Transition Property to the Note Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition Property"Back-Up Security Interest").

Conveyance of Transition Property. (a) In consideration of the Issuer’s 's delivery to or upon the order of the Seller of $231,184,014[__________], subject to the conditions specified in Section 2.022.03, 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 Transition Charges and the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the System Restoration Transition 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 lawLaw, shall be treated as an absolute transfer of all of the Seller’s '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 such Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and, to the extent necessary to qualify the grant as a security interest under the Securitization Law and the UCC, to the Indenture Trustee for the benefit of the Secured Parties) Parties to secure their respective rights the right of the Issuer under the Basic Documents to receive the System Restoration Transition Charges and all other Transition Property.). Subject to Section 2.03, the Issuer does hereby purchase the Transition Property from the Seller for the consideration set forth in Section 2.01(a). [RESERVED]

Conveyance of Transition Property. (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of $231,184,014793,393,327, 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 Transition Charges and the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the System Restoration Transition 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 lawLaw, 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 Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Transition Charges and all other Transition Property.

Conveyance of Transition Property. (a) In consideration of ---------------------------------- the Note Issuer’s 's delivery to or upon the order of the Seller of $231,184,014, subject to the conditions specified in Section 2.022,891,200,000, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse or warranty, except as set forth (subject to the obligations herein), all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting set over and conveyance of the Transition Property includes, to the fullest extent permitted by the Securitization LawStatute, 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 FTA Charges related pursuant to the Transition Property, as Financing Order and the same may be adjusted from time to timeIssuance Advice Letter). Such sale, transfer, assignment, setting set over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 39.308 (as incorporated through Section 36.403(a)844(a) of the Securitization Law and other applicable lawPU Code, shall be treated as an absolute transfer of all of the Seller’s 's right, title and interest in and to (as in a true sale), and not as a pledge or other financing offinancing, of the Transition Property. The Seller and This is the Issuer agree that after giving effect statement referred 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)844(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 creditorsPU Code. If such sale, transfer, assignment, setting set over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in contemplated by Section 39.308 (as incorporated through Section 36.403(a)844(a) of the Securitization LawPU Code, then such sale, transfer, assignment, setting set over and conveyance shall be treated as a pledge of the Transition Property and as the creation of Seller shall be deemed to have granted a security interest (within to the meaning of Note Issuer in the Securitization Law and Transition Property. The Seller takes the UCC) position that it has no rights in the Transition Property and, without prejudice to its position that which such a security interest could attach because it has absolutely transferred sold all of its rights in the Transition Property to the Issuer, the Seller hereby grants a security interest in the Transition Property Note Issuer pursuant to the Issuer (and to the Indenture Trustee for the benefit Section 844(a) of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition PropertyPU Code.

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s '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 Note Issuer, without recourse or warrantyWITHOUT 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 Securitization LawStatute, 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 RTC Charge pursuant to the Transition Property, as the same may be adjusted from time to time)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 39.308 (as incorporated through Section 36.403(a)1H(f)(1) of Chapter 164 of the Securitization Law and other applicable lawMassachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s '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)1H(f)(1) of Chapter 164 of the Securitization LawMassachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Grants to the Note Issuer a security interest in the Transition Property (including, to the Issuer (and 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 Indenture Trustee for the benefit of the Secured PartiesFinancing Order) to secure their respective rights under a payment obligation incurred by the Basic Documents Seller in respect of the amount paid by the Note Issuer to receive the System Restoration Charges 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 other books and records related to the Transition Property.

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s '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 Note Issuer, without recourse or warrantyWITHOUT 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 Securitization LawStatute, 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 RTC Charge pursuant to the Transition Property, as the same may be adjusted from time to timeFinancing Order). 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)1H(f)(1) of Chapter 164 of the Securitization Law and other applicable lawMassachusetts General Laws, shall be treated as an absolute transfer of all of the Seller’s '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)1H(f)(1) of Chapter 164 of the Securitization LawMassachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 a security interest in the Transition Property to the Note Issuer (the "BACK-UP SECURITY INTEREST"). The Seller and the Note Issuer agree that the Seller has no rights in the Transition Property to which such a security interest could attach because it has sold all rights in the Transition Property to the Indenture Trustee for the benefit Note Issuer pursuant to Section 1H(f)(1) of Chapter 164 of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition PropertyMassachusetts General Laws.

Conveyance of Transition Property. (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of $231,184,014540,603,774, subject to the conditions specified in Section 2.022.03, 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 Transition Charges and the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the System Restoration Transition 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 lawLaw, 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 such Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and, to the extent necessary to qualify the grant as a security interest under the Securitization Law and the UCC, to the Indenture Trustee for the benefit of the Secured Parties) Parties to secure their respective rights the right of the Issuer under the Basic Documents to receive the System Restoration Transition Charges and all other Transition Property).

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s delivery to or upon the order of the Seller of $231,184,014, subject to the conditions specified in Section 2.02408,950,117, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse or warrantyWITHOUT 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 Securitization LawStatute, 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 RTC Charge pursuant to the Transition Property, as the same may be adjusted from time to time)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 39.308 (as incorporated through Section 36.403(a)1H(f)(1) of Chapter 164 of the Securitization Law and other applicable lawMassachusetts General Laws, 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)1H(f)(1) of Chapter 164 of the Securitization LawMassachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Grants to the Note Issuer a security interest in the Transition Property (including, to the Issuer (and 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 Indenture Trustee for the benefit of the Secured PartiesFinancing Order) to secure their respective rights under a payment obligation incurred by the Basic Documents Seller in respect of the amount paid by the Note Issuer to receive the System Restoration Charges 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 other books and records related to the Transition Property.

Conveyance of Transition Property. (a) In consideration of the Note Issuer’s delivery to or upon the order of the Seller of $231,184,014, subject to the conditions specified in Section 2.02265,467,619, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse or warrantyWITHOUT 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 Securitization LawStatute, 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 RTC Charge pursuant to the Transition Property, as the same may be adjusted from time to time)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 39.308 (as incorporated through Section 36.403(a)1H(f)(1) of Chapter 164 of the Securitization Law and other applicable lawMassachusetts General Laws, 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)1H(f)(1) of Chapter 164 of the Securitization LawMassachusetts General Laws, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Securitization Law and the UCC) 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 Grants to the Note Issuer a security interest in the Transition Property (including, to the Issuer (and 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 Indenture Trustee for the benefit of the Secured PartiesFinancing Order) to secure their respective rights under a payment obligation incurred by the Basic Documents Seller in respect of the amount paid by the Note Issuer to receive the System Restoration Charges 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 other books and records related to the Transition Property.

Conveyance of Transition Property. (a) In consideration of ---------------------------------- the Note Issuer’s 's delivery to or upon the order of the Seller of $231,184,014, subject to the conditions specified in Section 2.022,443,709,922.82, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Note Issuer, without recourse or warranty, except as set forth (subject to the obligations herein), all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting set over and conveyance of the Transition Property includes, to the fullest extent permitted by the Securitization LawStatute, 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 FTA Charges related pursuant to the Transition Property, as Financing Order and the same may be adjusted from time to timeIssuance Advice Letter). Such sale, transfer, assignment, setting set over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 39.308 (as incorporated through Section 36.403(a)844(a) of the Securitization Law and other applicable lawPU Code, shall be treated as an absolute transfer of all of the Seller’s 's right, title and interest in and to (as in a true sale), and not as a pledge or other financing offinancing, of the Transition Property. The Seller and This is the Issuer agree that after giving effect statement referred 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)844(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 creditorsPU Code. If such sale, transfer, assignment, setting set over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in contemplated by Section 39.308 (as incorporated through Section 36.403(a)844(a) of the Securitization LawPU Code, then such sale, transfer, assignment, setting set over and conveyance shall be treated as a pledge of the Transition Property and as the creation of Seller shall be deemed to have granted a security interest (within to the meaning of Note Issuer in the Securitization Law and Transition Property. The Seller takes the UCC) position that it has no rights in the Transition Property and, without prejudice to its position that which such a security interest could attach because it has absolutely transferred sold all of its rights in the Transition Property to the Issuer, the Seller hereby grants a security interest in the Transition Property Note Issuer pursuant to the Issuer (and to the Indenture Trustee for the benefit Section 844(a) of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition PropertyPU Code.