Common use of Conveyance of Phase-In-Recovery Property Clause in Contracts

Conveyance of Phase-In-Recovery Property. In consideration of the Bond Issuer’s delivery to or upon the order of the Seller of $168,653,379.17 (such amount net of underwriting discounts), the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Bond Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Phase-In-Recovery Property (such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 4928.2313 of the Statute, shall be treated as an absolute transfer and true sale of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or secured transaction relating to, or other financing of, the Phase-In-Recovery Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 4928.2313 of the Statute, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Phase-In-Recovery Property and, without prejudice to its position that it has absolutely transferred all of its right, title and interest in and to the Phase-In-Recovery Property to the Bond Issuer, the Seller hereby Grants to the Bond Issuer a security interest in the Phase-In-Recovery 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 Phase-In-Recovery Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Bond Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). A UCC-1 financing statement will be filed in order to perfect the Back-Up Security Interest. Such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery 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 Phase-In-Recovery Property.

Conveyance of Phase-In-Recovery Property. In consideration of the Bond Issuer’s delivery to or upon the order of the Seller of $168,653,379.17 43,154,207.67 (such amount net of underwriting discounts), the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Bond Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Phase-In-Recovery Property (such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 4928.2313 of the Statute, shall be treated as an absolute transfer and true sale of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or secured transaction relating to, or other financing of, the Phase-In-Recovery Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 4928.2313 of the Statute, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Phase-In-Recovery Property and, without prejudice to its position that it has absolutely transferred all of its right, title and interest in and to the Phase-In-Recovery Property to the Bond Issuer, the Seller hereby Grants to the Bond Issuer a security interest in the Phase-In-Recovery 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 Phase-In-Recovery Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Bond Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). A UCC-1 financing statement will be filed in order to perfect the Back-Up Security Interest. Such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery 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 Phase-In-Recovery Property.

Conveyance of Phase-In-Recovery Property. In consideration of the Bond Issuer’s delivery to or upon the order of the Seller of $168,653,379.17 230,880,937.52 (such amount net of underwriting discounts), the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Bond Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Phase-In-Recovery Property (such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 4928.2313 of the Statute, shall be treated as an absolute transfer and true sale of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or secured transaction relating to, or other financing of, the Phase-In-Recovery Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 4928.2313 of the Statute, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Phase-In-Recovery Property and, without prejudice to its position that it has absolutely transferred all of its right, title and interest in and to the Phase-In-Recovery Property to the Bond Issuer, the Seller hereby Grants to the Bond Issuer a security interest in the Phase-In-Recovery 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 Phase-In-Recovery Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Bond Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). A UCC-1 financing statement will be filed in order to perfect the Back-Up Security Interest. Such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery 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 Phase-In-Recovery Property.

Conveyance of Phase-In-Recovery Property. In consideration of the Bond Issuer’s delivery to or upon the order of the Seller of $168,653,379.17 (such amount [$ ] net of underwriting discounts)discounts and other fees and expenses, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Bond Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Phase-In-Recovery Property (such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 4928.2313 of the Statute, shall be treated as an absolute transfer and true sale of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or secured transaction relating to, or other financing of, the Phase-In-Recovery Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 4928.2313 of the Statute, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Phase-In-Recovery Property and, without prejudice to its position that it has absolutely transferred all of its right, title and interest in and to the Phase-In-Recovery Property to the Bond Issuer, the Seller hereby Grants to the Bond Issuer a security interest in the Phase-In-Recovery 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 Phase-In-Recovery Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Bond Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). A UCC-1 financing statement will be filed in order to perfect the Back-Up Security Interest. Such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery 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 Phase-In-Recovery Property.