Common use of Conveyance of Transition Property Clause in Contracts

Conveyance of Transition Property. In consideration of the Issuer’s delivery to or upon the order of the Seller of $287,014,192.73, subject to the conditions specified in Section 2.03, 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 Financing 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 Financing 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 Financing 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 Financing 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 Financing Act, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such Transition Property and as the creation of a security interest (within the meaning of the 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 $287,014,192.73231,184,014, subject to the conditions specified in Section 2.032.02, 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such the Transition Property and as the creation of a security interest (within the meaning of the Financing Act 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... (b) Subject to Section 2.02, the Issuer does hereby purchase the Transition Property from the Seller for the consideration set forth in Section 2.01(a).

Conveyance of Transition Property. (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of $287,014,192.73540,603,774, subject to the conditions specified in Section 2.03, 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such Transition Property and as the creation of a security interest (within the meaning of the Financing Act 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..). (b) 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).

Conveyance of Transition Property. (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of $287,014,192.73793,393,327, subject to the conditions specified in Section 2.032.02, 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such the Transition Property and as the creation of a security interest (within the meaning of the Financing Act 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... (b) Subject to Section 2.02, the Issuer does hereby purchase the Transition Property from the Seller for the consideration set forth in Section 2.01(a).

Conveyance of Transition Property. In consideration of ---------------------------------- the Note Issuer’s 's delivery to or upon the order of the Seller of $287,014,192.73, subject to the conditions specified in Section 2.032,891,200,000, 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 Financing ActStatute, 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 Financing ActPU 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 Financing 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 Financing Act, 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 Financing ActPU Code, then such sale, transfer, assignment, setting set over and conveyance shall be treated as a pledge of such 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 Financing Act 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 Property..PU Code.

Conveyance of Transition Property. In consideration of the Issuer’s 's delivery to or upon the order of the Seller of $287,014,192.73[__________], subject to the conditions specified in Section 2.03, 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 Financing ActSecuritization 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 Financing ActSecuritization Law, 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such Transition Property and as the creation of a security interest (within the meaning of the Financing Act 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 $287,014,192.73[__], subject to the conditions specified in Section 2.032.02, 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such the Transition Property and as the creation of a security interest (within the meaning of the Financing Act 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... (b) Subject to Section 2.02, the Issuer does hereby purchase the Transition Property from the Seller for the consideration set forth in Section 2.01(a).

Conveyance of Transition Property. In consideration of the --------------------------------- Note Issuer’s 's delivery to or upon the order of the Seller of $287,014,192.73, subject to the conditions specified in Section 2.0322,322,405, 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 Financing ActStatute, 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 Financing ActPU 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 Financing 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 Financing Act, 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 Financing ActPU Code, then such sale, transfer, assignment, setting set over and conveyance shall be treated as a pledge of such the Transition Property 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 Financing Act 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 Property..PU Code.

Conveyance of Transition Property. (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of $287,014,192.73[____], subject to the conditions specified in Section 2.032.02, 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such the Transition Property and as the creation of a security interest (within the meaning of the Financing Act 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... (b) Subject to Section 2.02, the Issuer does hereby purchase the Transition Property from the Seller for the consideration set forth in Section 2.01(a).

Conveyance of Transition Property. In consideration of ---------------------------------- the Note Issuer’s 's delivery to or upon the order of the Seller of $287,014,192.73, subject to the conditions specified in Section 2.03651,004,287.85, 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 Financing ActStatute, 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 Financing ActPU 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 Financing 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 Financing Act, 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 Financing ActPU Code, then such sale, transfer, assignment, setting set over and conveyance shall be treated as a pledge of such 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 Financing Act 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 Property..PU Code.

Conveyance of Transition Property. In consideration of the Issuer’s delivery to or upon the order of the Seller of $287,014,192.73$ , subject to the conditions specified in Section 2.03, 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 Financing 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 Financing 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 Financing 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 Financing 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 Financing Act, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such Transition Property and as the creation of a security interest (within the meaning of the 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 $287,014,192.73[_____], subject to the conditions specified in Section 2.03, 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 Financing ActSecuritization 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 Financing ActSecuritization Law, 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 Financing ActSecuritization 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 Financing ActSecuritization 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 Financing ActSecuritization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such Transition Property and as the creation of a security interest (within the meaning of the Financing Act 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 Note Issuer. (b) Subject to Section 2.03, the Note Issuer (and to does hereby purchase the Indenture Trustee Original Transition Property from the Seller 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..consideration set forth in Section 2.01(a).