Assumption by Customer of Another REP’s Sales Contracts Sample Clauses

Assumption by Customer of Another REP’s Sales Contracts. In TPS’s sole discretion, in the event that a Texas Retail Electric Provider (“REP”) has defaulted under one or more of its agreements with TPS, and TPS has the right to assume such REP’s retail contracts and elects to do so, upon such assumption of REP retail contracts, TPS shall have the right to assign such retail contracts to Customer, subject to the following general principles and procedures: (1) Customer would promptly assume (or cause a Customer LSE to assume) REP customer sales contracts “AS IS” and would simultaneously assume the wholesale supply arrangement between the defaulting REP and TPS; (2) TPS would furnish assurances to Customer that a positive margin exists between the defaulting REP’s customer sales contracts and the defaulting REP/TPS supply contract; (3) TPS would guaranty a minimum dollar per MWh margin (to be determined based on the value of the defaulting REP retail customer contracts portfolio or some other mutually agreed upon value, e.g., fifty cents ($0.50), per MWh to cover the cost of operations); (4) TPS would furnish the defaulting REP customer portfolio in such a manner that would permit easy review and assessment by Customer, e.g., TPS will denote non-standardized language components in any defaulting REP customer sales contracts, e.g., varying late fee payment to one percent (1%), etc; (5) Customer would be prepared to issue notices promptly to former defaulted REP customers regarding its assumption of the defaulting REP customer sales contracts; (6) Customer would work with TPS to identify any additional steps that are necessary to complete Customer’s assumption of the defaulting REP customer sales contracts and the defaulting REP/TPS supply contract(s), and (7) upon assumption of the defaulting REP’s customer sales customers by Customer or a Customer LSE, the additional load represented by such defaulting REP customer sales contracts shall become included under this Agreement as Customer Facilities. EXHIBIT A NOTICE INFORMATION Notices and Correspondence to TPS shall be sent to: Tenaska Power Services Co. 1000 Xxxx Xxxxx Xxxxxxxxx, Suite 100 Arlington, Texas 76006 Attn: Manager, Contract Administration Telephone: (000)000-0000/Fax: (000) 000-0000 If to TPS’s 24-hour Scheduling Desk: Telephone: (000) 000-0000 Fax: (000) 000-0000 Email Address: txxxXXX@xxxx.xxx Statements and bills shall be sent to TPS at: Tenaska Power Services Co. 1000 Xxxxx 000xx Xxxxxx, Xxxxx 000 Xxxxx, Xxxxxxxx 00000 Attn: Accounts Payable Telephon...
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Related to Assumption by Customer of Another REP’s Sales Contracts

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  • Acceptance by Custodian Subject to the provisions of the following paragraph, pursuant to the Custodial Agreement, the Custodian, on behalf of the Trustee, will declare that it holds and will hold the documents delivered to it pursuant to Section 2.01(a) above and the other documents constituting a part of the Owner Mortgage Loan Files or Retained Mortgage Loan Files (after the occurrence of a Document Transfer Event) delivered to it in trust, upon the trusts herein set forth, for the use and benefit of all present and future Certificateholders. Upon execution of this Agreement, the Custodian will deliver to the Depositor and the Trustee an initial certification in the form of Exhibit N hereto, to the effect that, except as may be specified in a list of exceptions attached thereto, it has received the original Mortgage Notes relating to each Mortgage Loan on the Mortgage Loan Schedule. The Custodian will review each Owner Mortgage Loan File within 45 days after execution of this Agreement. The Custodian will deliver no later than 30 days after completion of such review to the Depositor and the Trustee a final certification in the form of Exhibit O hereto to the effect that, except as may be specified in a list of exceptions attached thereto, all required documents set forth in Section 2.01(a) have been executed and received and appear regular on their face, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule based on a comparison of the Mortgage Loan identifying number, Mortgagor name and street address, and in so doing the Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. If there are exceptions attached to the final certification, the Depositor shall have a period of 60 days after the date of receipt of the final certification within which to correct or cure any such defects. The Depositor hereby covenants and agrees that, if any material defect is not so corrected or cured, the Depositor will, not later than 60 days after receipt of the final certification referred to above respecting such defects, either (i) repurchase the related Mortgage Loan or any property acquired in respect thereof from the Trust Estate at a price equal to the Repurchase Price or (ii) if within two years of the Startup Day, or such other period permitted by the REMIC Provisions, substitute for any Mortgage Loan to which such material defect relates, a new mortgage loan (a "Substitute Mortgage Loan") having such characteristics so that the representations and warranties of the Depositor set forth in Section 2.03(b) hereof (other than Section 2.03(b)(i)) would not have been incorrect had such Substitute Mortgage Loan originally been a Mortgage Loan. In no event shall any Substitute Mortgage Loan have an unpaid principal balance, as of the date of substitution, greater than the Scheduled Principal Balance (reduced by the scheduled payment of principal due on the Due Date in the month of substitution) of the Mortgage Loan for which it is substituted. In addition, such Substitute Mortgage Loan shall have a Loan-to-Value Ratio less than or equal to and a Net Mortgage Interest Rate equal to that of the Mortgage Loan for which it is substituted. The Depositor shall determine the Repurchase Price or the eligibility of any Substitute Mortgage Loan and the Trustee shall be protected in relying on such determination. In the case of a repurchased Mortgage Loan or property, the Repurchase Price shall be deposited by the Depositor in the Certificate Account maintained by the Master Servicer pursuant to Section 3.01. In the case of a Substitute Mortgage Loan, the Owner Mortgage Loan File (and Retained Mortgage Loan File, if required pursuant to Section 2.01(b) hereof) relating thereto shall be delivered to the Custodian and the Substitution Principal Amount (if any), together with (i) interest on such Substitution Principal Amount at the applicable Net Mortgage Interest Rate to the following Due Date of such Mortgage Loan which is being substituted for and (ii) an amount equal to the aggregate amount of unreimbursed Periodic Advances in respect of interest previously made by the applicable Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loan, shall be deposited in the Certificate Account. The Monthly Payment on the Substitute Mortgage Loan for the Due Date in the month of substitution shall not be part of the Trust Estate. Upon receipt by the Custodian of a Request for Release signed by an officer of the Depositor, the Custodian shall release to the Depositor the Owner Mortgage Loan File (and Retained Mortgage Loan File, if applicable) of the Mortgage Loan being removed. The Trustee shall execute and deliver such instrument of transfer or assignment (or, in the case of a Mortgage Loan registered in the name of MERS or its designee, the Master Servicer shall enforce the obligation of the applicable Servicer under the related Servicing Agreement to take all necessary action to reflect such assignment on the records of MERS), in each case without recourse, as shall be necessary to vest in the Depositor legal and beneficial ownership of such substituted or repurchased Mortgage Loan or property. It is understood and agreed that the obligation of the Depositor to substitute a new Mortgage Loan for or repurchase any Mortgage Loan or property as to which such a material defect in a constituent document exists shall constitute the sole remedy respecting such defect available to the Certificateholders or the Trustee on behalf of the Certificateholders. The failure of the Custodian to give the final certification or the Trustee to give any notice within the required time periods shall not affect or relieve the Depositor's obligation to repurchase any Mortgage Loan pursuant to this Section 2.02.

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