Common use of Commission Condition Clause in Contracts

Commission Condition. Notwithstanding anything to the contrary in Section 6.01, no amendment or modification of this Agreement that would result in an increase to Ongoing Financing Costs shall be effective unless the process set forth in this Section 6.02 has been followed. (a) At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 (except that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Seller shall have delivered to the Commission’s executive secretary and general counsel written notification of any proposed amendment or modification, which notification shall contain: (i) a reference to Case No. 12-1188-E-PC; (ii) an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and (iii) a statement identifying the person to whom the Commission or its authorized representative is to address any response to the proposed amendment or modification or to request additional time. (b) The Commission or its authorized representative shall, within thirty (30) days of receiving the notification complying with Section 6.02(a) above, either: (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the Ongoing Financing Costs, (ii) provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii) above, or (iii) be conclusively deemed to have consented to the proposed amendment or modification, unless, within thirty (30) days of receiving the notification complying with Section 6.02(a) above, the Commission or its authorized representative delivers to the office of the person specified in Section 6.02(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the Commission or its authorized representative requests an extension of time in the manner set forth in the preceding sentence, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person specified in Section 6.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty day period provided for in this Section 6.02(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. (c) Following the delivery of a notice to the Commission by the Seller under Section 6.02(a), the Seller and the Issuer shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment or modification. Such withdrawal shall be evidenced by the prompt written notice thereof by the Seller to the Commission, the Indenture Trustee, the Issuer and the Servicer. (d) For the purpose of this Section 6.02, an “authorized representative” of the Commission means any person authorized to act on behalf of the Commission.

Commission Condition. Notwithstanding anything to the contrary in Section 6.018.01, no amendment or modification of this Agreement that would result in an increase to Ongoing Financing Costs shall be effective unless the process set forth in this Section 6.02 8.02 has been followed. (a) At least thirty-one (31) days (or forty-six (46) days, in the case of any proposed increase in the annual Servicing Fee above 1.25% times the aggregate initial principal amount of the Consumer Rate Relief Bonds) prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 8.01 (except that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Seller Servicer shall have delivered to the Commission’s executive secretary and general counsel written notification of any proposed amendment or modificationamendment, which notification shall contain: (i) a reference to Case No. 12-1188-E-PC; (ii) an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and (iii) a statement identifying the person to whom the Commission or its authorized representative is to address any response to the proposed amendment or modification or to request additional time. (b) The Commission or its authorized representative shall, within thirty (30) days (or forty-five (45) days, in the case of any proposed increase in the annual Servicing Fee above 1.25% times the aggregate initial principal amount of the Consumer Rate Relief Bonds) of receiving the notification complying with Section 6.02(a) above8.02(a), either: (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the Ongoing Financing Costs, (ii) provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii) above8.02(a)(iii), or (iii) be conclusively deemed to have consented to the proposed amendment or modification, unless, within thirty (30) days of receiving the notification complying with Section 6.02(a8.02(a) above(or forty-five (45) days in the case of any proposed increase in the annual Servicing Fee above 1.25% times the aggregate initial principal amount of the Consumer Rate Relief Bonds), the Commission or its authorized representative delivers to the office of the person specified in Section 6.02(a)(iii8.02(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the Commission or its authorized representative requests an extension of time in the manner set forth in the preceding sentence, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person specified in Section 6.02(a)(iii8.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty or forty-five day period period, as applicable, provided for in this Section 6.02(b8.02(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. (c) Following the delivery of a notice to the Commission by the Seller Servicer under Section 6.02(a8.02(a), the Seller Servicer and the Issuer shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment or modificationamendment. Such withdrawal shall be evidenced by the Servicer’s giving prompt written notice thereof by the Seller to the Commission, the Indenture Trustee, the Issuer and the ServicerIndenture Trustee. (d) For the purpose of this Section 6.028.02, an “authorized representative” of the Commission means any person authorized to act on behalf of the Commission.

Commission Condition. Notwithstanding anything to the contrary in Section 6.0113, no amendment or modification of this Agreement that would result in an increase to Ongoing Financing Costs shall be effective unless the process set forth in this Section 6.02 14 has been followed. (a) At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 13 (except that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Seller Servicer shall have delivered to the Commission’s executive secretary and general counsel written notification of any proposed amendment or modificationamendment, which notification shall contain: (i) a reference to Case No. 12-1188-E-PC; (ii) an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and (iii) a statement identifying the person to whom the Commission or its authorized representative is to address any response to the proposed amendment or modification or to request additional time. (b) The Commission or its authorized representative shall, within thirty (30) days of receiving the notification complying with Section 6.02(a) above14(a), either: (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the Ongoing Financing Costs, (ii) provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii) above14(a)(iii), or (iii) be conclusively deemed to have consented to the proposed amendment or modification, unless, within thirty (30) days of receiving the notification complying with Section 6.02(a) above14(a), the Commission or its authorized representative delivers to the office of the person specified in Section 6.02(a)(iii14(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the Commission or its authorized representative requests an extension of time in the manner set forth in the preceding sentence, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person specified in Section 6.02(a)(iii14(a)(iii) no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty day period period, as applicable, provided for in this Section 6.02(b14(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. (c) Following the delivery of a notice to the Commission by the Seller Servicer under Section 6.02(a14(a), the Seller Servicer and the Issuer shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment or modificationamendment. Such withdrawal shall be evidenced by the Servicer’s giving prompt written notice thereof by the Seller to the Commission, the Indenture Trustee, the Issuer and the ServicerIndenture Trustee. (d) For the purpose of this Section 6.0214, an “authorized representative” of the Commission means any person authorized to act on behalf of the Commission.

Commission Condition. Notwithstanding anything to the contrary in this Section 6.0113, no amendment or modification of this Agreement that would result in an increase to Ongoing Financing Costs shall be effective, nor shall any action requiring satisfaction of this condition pursuant to Section 8(c), Section 8(d), Section 8(e), or Section 14 of this Agreement be taken or be effective unless except upon satisfaction of the process set forth conditions precedent in this Section 6.02 has been followedparagraph (b). (ai) At least thirty-one (31) 15 days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 13(a) (except that the consent of the Indenture each Trustee may be subject to the consent of the Holders Bondholders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), ) the Seller Administrator shall have delivered to the Commission’s 's executive secretary director and general counsel written notification of any proposed amendment or modificationamendment, which notification shall contain: (iA) a reference to Case Docket No. 12060038-1188-E-PCEI; (iiB) an Officer’s 's Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and (iiiC) a statement identifying the person to whom the Commission or its authorized representative is to address any response to the proposed amendment or modification or to request additional time. (bii) The If the Commission or its an authorized representative shallof the Commission, within thirty 15 days (30subject to extension as provided in clause (iii)) days of receiving the a notification complying with Section 6.02(a) above, either: subparagraph (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances ), shall have the effect of increasing the Ongoing Financing Costs, (ii) provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii) above, or (iii) be conclusively deemed to have consented to the proposed amendment or modification, unless, within thirty (30) days of receiving the notification complying with Section 6.02(a) above, the Commission or its authorized representative delivers delivered to the office of the person specified in Section 6.02(a)(iiiclause (i)(C) above a written statement that the Commission might object to the proposed amendment or modification, then, subject to clause (iv) below, such proposed amendment or modification shall not be effective unless and until the Commission subsequently delivers a written statement that it does not object to such proposed amendment or modification; or (iii) If the Commission or an authorized representative of the Commission, within 15 days of receiving a notification complying with subparagraph (i), shall have delivered to the office of the person specified in clause (i)(C) a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the such proposed amendment or modification. , then such proposed amendment or modification shall not be effective if, within such extended period, the Commission shall have delivered to the office of the person specified in clause (i)(C) a written statement as described in subparagraph (ii), unless and until the Commission subsequently delivers a written statement that it does not object to such proposed amendment or modification. (iv) If (A) the Commission or its an authorized representative requests an extension of the Commission, shall not have delivered written notice that the Commission might object to such proposed amendment or modification within the time periods described in subparagraphs (ii) or (iii), whichever is applicable, or (B) the manner set forth Commission or authorized representative of the Commission, has delivered such written notice but does not within 60 days of the delivery of the notification in (a) above, provide subsequent written notice confirming that it does in fact object and the preceding sentencereasons therefore or advise that it has initiated a proceeding to determine what action it might take with respect to the matter, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person specified in Section 6.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed not to have consented any objection to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to and such amendment or modification and (ii) the first day after the expiration may subsequently become effective upon satisfaction of the thirty day period provided for other conditions specified in this Section 6.02(b13(a), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. (cv) Following the delivery of a notice statement from the Commission or an authorized representative of the Commission to the Commission by the Seller Administrator under Section 6.02(asubparagraph (ii), the Seller Administrator and the Issuer shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment amendment, modification or modification. Such withdrawal shall be evidenced by the prompt written notice thereof by the Seller to the Commission, the Indenture Trustee, the Issuer and the Servicerother action. (dvi) For the purpose of this Section 6.0213, an “"authorized representative” representative of the Commission Commission" means any person authorized to act on behalf of the Commission, as evidenced by an Opinion of Counsel (which may be the general counsel) to the Commission.

Commission Condition. Notwithstanding anything to the contrary in Section 6.0111.02, no amendment or modification of this Agreement that would result in an increase to Ongoing Financing Costs shall be effective unless the process set forth in this Section 6.02 11.03 has been followed. (a) At least thirty-one fifteen (3115) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 11.02 above (except that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modificationamendment), the Seller Member shall have delivered to the Commission’s [executive secretary director and general counsel counsel] written notification of any proposed amendment or modification, which notification shall contain: (i) a reference to Case Docket Xx. 000000-XX [xxx Docket No. 12and 150171-1188-E-PCEI]; (ii) an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and (iii) a statement identifying the person to whom the Commission or its authorized representative is to address any response to the proposed amendment or modification or to request additional time. (b) The Commission or its authorized representative shall, within thirty (30) days of receiving the notification complying with Section 6.02(a) above, either: (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the Ongoing Financing Costs, (ii) provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii) above, or (iii) be conclusively deemed to have consented to the proposed amendment or modification, unless, within thirty (30) days of receiving the notification complying with Section 6.02(a) above, If the Commission or its authorized representative delivers staff, within 15 days (subject to extension as provided in clause (c)) of receiving a notification complying with subparagraph (a), shall have delivered to the office of the person specified in Section 6.02(a)(iiiclause (a)(iii) above a written statement that the Commission might object to the proposed amendment or modification, then, subject to clause (d) below, such proposed amendment or modification shall not be effective unless and until the Commission subsequently delivers a written statement that it does not object to such proposed amendment or modification. (c) If the Commission or an authorized representative of the Commission, within 15 days of receiving a notification complying with subparagraph (a), shall have delivered to the office of the person specified in clause (a)(iii) a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the such proposed amendment or modification. , then such proposed amendment or modification shall not be effective if, within such extended period, the Commission shall have delivered to the office of the person specified in clause (a)(iii) a written statement as described in subparagraph (b), unless and until the Commission subsequently delivers a written statement that it does not object to such proposed amendment or modification. (d) If (i) the Commission or its an authorized representative requests of the Commission shall not have delivered written notice that the Commission might object to such proposed amendment or modification within the time periods described in subparagraphs (b) or (c), whichever is applicable, or (ii) the Commission or an extension authorized representative of time the Commission, has delivered such written notice but does not within 60 days of the delivery of the notification in (a) above, provide subsequent written notice confirming that it does in fact object and the manner set forth in reasons therefor or advise that it has initiated a proceeding to determine what action it might take with respect to the preceding sentencematter, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person specified in Section 6.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed not to have consented any objection to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to and such amendment or modification and (ii) the first day after the expiration may subsequently become effective upon satisfaction of the thirty day period provided for other conditions specified in this Section 6.02(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended11.02. (ce) Following the delivery of a notice statement from the Commission or an authorized representative of the Commission to the Commission by the Seller Member under Section 6.02(asubparagraph (b), the Seller Member and the Issuer Company shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment or modificationamendment. Such withdrawal shall be evidenced by the prompt written notice thereof by the Seller Member to the Commission, the Indenture Trustee, the Issuer each Independent Manager and the Servicer. (df) For the purpose of this Section 6.0211.03, an “authorized representative” of the Commission means any person authorized to act on behalf of the Commission as evidenced by an Opinion of Counsel (which may be the general counsel) to the Commission.

Commission Condition. Notwithstanding anything to the contrary in Section 6.0113, no amendment or modification of this Agreement that would result in an increase to Ongoing Financing Costs shall be effective unless the process set forth in this Section 6.02 14 has been followed. (a) At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 13 above (except that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Seller Administrator shall have delivered to the Commission’s 's executive secretary director and general counsel written notification of any proposed amendment or modification, which notification shall contain: (i) a reference to Case Docket No. 12-1188-E-PC52710; (ii) an Officer’s 's Certificate stating that the proposed amendment or modification has been approved by all parties to this Administration Agreement; and; (iii) a statement identifying the person to whom the Commission or its authorized representative staff is to address any response to the proposed amendment or modification or to request additional time; and (iv) a statement as to the possible effect of the amendment or modification on the Ongoing Costs. (b) The Commission or its authorized representative staff shall, within thirty (30) days of receiving the notification complying with Section 6.02(a14(a) above, either: (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the Ongoing Financing CostsCosts related to the Texas Stabilization N Bonds, (ii) provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii14(a)(iii) above, or (iii) be conclusively deemed to have consented to the proposed amendment or modification, unless, within thirty (30) days of receiving the notification complying with Section 6.02(a14(a) above, the Commission or its authorized representative staff delivers to the office of the person specified in Section 6.02(a)(iii14(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the Commission or its authorized representative staff requests an extension of time in the manner set forth in the preceding sentence, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person specified in Section 6.02(a)(iii14(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty day (30)-day period provided for in this Section 6.02(b14(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. (c) Following the delivery of a notice to the Commission by the Seller Administrator under Section 6.02(a)14(a) above, the Seller and the Issuer Administrator shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment or modification. Such withdrawal shall be evidenced by the prompt written notice thereof by the Seller Administrator to the Commission, the Indenture Trustee, the Issuer and the Servicer. (d) For the purpose of this Section 6.02, an “authorized representative” of the Commission means any person authorized to act on behalf of the Commission.

Commission Condition. Notwithstanding anything to the contrary in Section 6.0111.02, no amendment or modification of Sections 4.01 (with respect to the Independent Manager Fee described in subsection (a)), 4.02, 5.04, and 7.03 of this Agreement that would result in an increase to Ongoing Financing Costs shall be effective unless the process set forth in this Section 6.02 11.03 has been followed. (a) At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 11.02 above (except that the consent of the Indenture Trustee may be subject to the consent of the Holders Bondholders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modificationamendment), the Seller Member shall have delivered to the Commission’s executive secretary and general counsel written notification of any proposed amendment or modification, which notification shall contain: (i) a reference to Case No. 12-1188-E-PC; (ii) an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and (iii) a statement identifying the person to whom the Commission or its authorized representative is to address any response to the proposed amendment or modification or to request additional time. (b) The Commission or its authorized representative shall, within thirty (30) days of receiving the notification complying with Section 6.02(a11.03(a) above, either: (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the Ongoing Financing CostsCosts related to the Consumer Rate Relief Bonds, (ii) provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii11.03(a)(iii) above, or (iii) be conclusively deemed to have consented to the proposed amendment or modification, unless, within thirty (30) days of receiving the notification complying with Section 6.02(a11.03(a) above, the Commission or its authorized representative delivers to the office of the person specified in Section 6.02(a)(iii11.03(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the Commission or its authorized representative requests an extension of time in the manner set forth in the preceding sentence, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person specified in Section 6.02(a)(iii11.03(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty day period provided for in this Section 6.02(b11.03(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. (c) Following the delivery of a notice to the Commission by the Seller Member under Section 6.02(a)11.03(a) above, the Seller and the Issuer Member shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment or modification. Such withdrawal shall be evidenced by the prompt written notice thereof by the Seller Member to the Commission, the Indenture Trustee, the Issuer each Independent Manager and the Servicer. (d) For the purpose of this Section 6.0211.03, an “authorized representative” of the Commission means any person authorized to act on behalf of the Commission.

Commission Condition. Notwithstanding anything to the contrary in Section 6.0111.02, no amendment or modification of Sections 4.01 (with respect to the Independent Manager Fee described in subsection (a)), 4.02, 5.04, and 7.03 of this Agreement that would result in an increase to Ongoing Financing Costs shall be effective unless the process set forth in this Section 6.02 11.03 has been followed. (a) At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 11.02 above (except that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modificationamendment), the Seller Member shall have delivered to the Commission’s executive secretary and general counsel written notification of any proposed amendment or modification, which notification shall contain: (i) a reference to Case No. 12-1188-E-PC; (ii) an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and (iii) a statement identifying the person to whom the Commission or its authorized representative is to address any response to the proposed amendment or modification or to request additional time. (b) The Commission or its authorized representative shall, within thirty (30) days of receiving the notification complying with Section 6.02(a11.03(a) above, either: (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the Ongoing Financing CostsCosts related to the Consumer Rate Relief Bonds, (ii) provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii11.03(a)(iii) above, or (iii) be conclusively deemed to have consented to the proposed amendment or modification, unless, within thirty (30) days of receiving the notification complying with Section 6.02(a11.03(a) above, the Commission or its authorized representative delivers to the office of the person specified in Section 6.02(a)(iii11.03(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the Commission or its authorized representative requests an extension of time in the manner set forth in the preceding sentence, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person specified in Section 6.02(a)(iii11.03(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty day period provided for in this Section 6.02(b11.03(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. (c) Following the delivery of a notice to the Commission by the Seller Member under Section 6.02(a)11.03(a) above, the Seller and the Issuer Member shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment or modification. Such withdrawal shall be evidenced by the prompt written notice thereof by the Seller Member to the Commission, the Indenture Trustee, the Issuer each Independent Manager and the Servicer. (d) For the purpose of this Section 6.0211.03, an “authorized representative” of the Commission means any person authorized to act on behalf of the Commission.

Commission Condition. Notwithstanding anything to the contrary in Section 6.018.01(a), no amendment or modification of this Agreement that would result in an increase to Ongoing Financing Costs may have the effect of increasing Operating Expenses shall be effective unless the process set forth in this Section 6.02 8.02 has been followed. (a) At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01 8.01(a) (except that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Seller Servicer shall have delivered to the Commission’s 's executive secretary director and general counsel written notification of any proposed amendment or modificationamendment, which notification shall contain: (i) a reference to Case Docket No. 12-1188-E-PC52710; (ii) an Officer’s 's Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and; (iii) a statement identifying the person Person to whom the Commission or its authorized representative staff is to address any response to the proposed amendment or modification or to request additional time; and (iv) a statement as to the possible effect of the amendment or modification on the Ongoing Costs. (b) The Commission or its authorized representative staff shall, within thirty (30) days of receiving the notification complying with Section 6.02(a) above8.02(a), either: (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the Ongoing Financing Costs,Costs related to the Texas Stabilization N Bonds; or (ii) provide notice of its consent or lack of consent to the person Person specified in Section 6.02(a)(iii) above, or8.02(a)(iii). (iiic) Any amendment submitted to the Commission pursuant to this Section 8.02 shall become effective immediately upon the later of: (i) the date proposed by the parties to the amendment or (ii) thirty-one (31) days after such submission to the Commission, and in either case the Commission shall be conclusively deemed to have consented to the proposed amendment or modification, unlessunless the Commission issues an order disapproving such amendment. Unless, within thirty (30) days of receiving the notification complying with Section 6.02(a) above8.02(a), the Commission or its authorized representative staff delivers to the office of the person Person specified in Section 6.02(a)(iii8.02(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the Commission or its authorized representative staff requests an extension of time in the manner set forth in the preceding sentence, then the Commission shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase Ongoing Financing Costs to the person Person specified in Section 6.02(a)(iii8.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Commission shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty day (30)-day period provided for in this Section 6.02(b8.02(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended. (cd) Following the delivery of a notice to the Commission by the Seller Servicer under Section 6.02(a8.02(a), the Seller Servicer and the Issuer shall have the right at any time to withdraw from the Commission further consideration of any notification of a proposed amendment or modificationamendment. Such withdrawal shall be evidenced by the Servicer's giving prompt written notice thereof by the Seller to the Commission, the Indenture Trustee, the Issuer and the ServicerIndenture Trustee. (d) For the purpose of this Section 6.02, an “authorized representative” of the Commission means any person authorized to act on behalf of the Commission.