Common use of Conveyance of Transition Property Clause in Contracts

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. In consideration of ---------------------------------- the Note Issuer's delivery to to, or upon the order of of, the Seller of $[_]56,122,403, 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 are hereby expressly stated to be a sale and, pursuant to Section 844(a69-8-503(16) of the PU CodeMCA, 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 state. income and franchise tax purposes. [If such sale, transfer, assignment, set over and conveyance is are held not to be a true sale as contemplated by Section 844(a698-503(1 6) of the PU CodeMCA, 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. The Seller takes the position that it 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 Issuer pursuant to Section 69-8-503(16) of the MCA.] [Discuss need of back- up security interest]

Conveyance of Transition Property. In consideration of ---------------------------------- the --------------------------------- Note Issuer's delivery to or upon the order of the Seller of $[_]22,322,405, the Seller does hereby irrevocably 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. [This is the statement referred to in Section 844(a) of the PU Code. 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 Property, and the Seller shall be deemed to have granted a security interest to the Note Issuer in the Transition Property. The Seller takes the position that it 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 Note Issuer pursuant to Section 844(a) of the PU Code.] [Discuss need of back- up security interest]