Common use of Financing Order Irrevocable; Process Valid; No Litigation; Etc Clause in Contracts

Financing Order Irrevocable; Process Valid; No Litigation; Etc. (i) The Financing Order as issued on July 12, 2005 has been issued by the BPU in accordance with the Competition Act, and such order and the process by which it was issued comply with all applicable laws, rules and regulations, including but not limited to the due process requirements of the United States Constitution and the New Jersey Constitution. The Financing Order has become effective pursuant to the Competition Act and is and as of the date of issuance of any BGS Transition Bonds will be in full force and effect and final and non-appealable. (ii) As of the Series Issuance Date, the BGS Transition Bonds of the related Series will be entitled to the protections provided by the Competition Act and, in accordance with the Competition Act, the Financing Order and the BGS Transition Bond Charge authorized therein have become irrevocable and each Advice Letter is final and uncontestable. (A) Under the Competition Act, the State of New Jersey may not limit, alter or impair the Transferred BGS Bondable Transition Property or other rights vested in the Seller, the Issuer, the Trustee or the BGS Transition Bondholders pursuant to the Financing Order until the BGS Transition Bonds are fully paid and discharged, or in any way limit, alter, impair or reduce the value or amount of the Transferred BGS Bondable Transition Property; and (B) under the Contract Clauses of the United States Constitution and the New Jersey Constitution, the State of New Jersey, including the BPU, could not constitutionally take any action of a legislative character, including the repeal or amendment of the Competition Act, which would substantially limit, alter or impair the BGS Bondable Transition Property or other rights vested in the BGS Transition Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the BGS Bondable Transition Property, unless such action is a reasonable exercise of the State of New Jersey's sovereign powers and of a character reasonable and appropriate to the public purpose justifying such action and under the Takings Clauses of the United States and New Jersey Constitutions, the State of New Jersey could not repeal or amend the Competition Act or take any other action in contravention of its pledge and agreement quoted above without paying just compensation to the BGS Transition Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the BGS Transition Bondholders in the BGS Bondable Transition Property and deprive the BGS Transition Bondholders of their reasonable expectations arising from their investments in the BGS Transition Bonds. There is no assurance, however, that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the BGS Transition Bonds. (iii) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Competition Act, the Financing Order, any Advice Letter, the Transferred BGS Bondable Transition Property or the BGS Transition Bond Charge or any rights arising under any of them or to enjoin the performance of any obligations under the Financing Order. (iv) No other approval, authorization, consent, order or other action of, or filing with, any court, federal or State regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or transfer of the Transferred BGS Bondable Transition Property, except those that have been obtained or made. (v) Except as disclosed by the Seller to the Issuer in writing, there are no proceedings or investigations pending, or to the best of the Seller's knowledge, threatened before any court, federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or the Issuer or their respective properties challenging the Competition Act or the Financing Order.

Financing Order Irrevocable; Process Valid; No Litigation; Etc. (i) The Financing Order as issued on July 12, 2005 has been issued by the BPU MPSC in accordance with the Competition ActStatute, and such order and the process by which it was issued comply with all applicable laws, rules and regulations, including but not limited to the due process requirements of the United States Constitution and the New Jersey Constitution. The Financing Order has become effective pursuant to the Competition Act Statute and is is, and as of the date of issuance of any BGS Transition Securitization Bonds will be be, in full force and effect and final and non-appealable. (ii) As of the Series Issuance Date, the BGS Transition Securitization Bonds of the related Series will be entitled to the protections provided by the Competition Act Statute and, in accordance with the Competition ActStatute, the Financing Order and the BGS Transition Bond SB Charge authorized therein therein, subject to the Periodic Adjustments to the SB Charge provided for in the Financing Order, have become irrevocable and each Advice Letter is final and uncontestableirrevocable. (A) Under the Competition ActStatute, the State of New Jersey Michigan may not limittake or permit any action that would impair the value of Securitization Property, alter reduce or alter, except for Periodic Adjustments, or impair the Transferred BGS Bondable Transition Property or other rights vested in the SellerSB Charges to be imposed, collected, and remitted to the Issuer, until the Trustee or principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the BGS Transition Bondholders Securitization Bonds have been paid and performed in full (subject to the 15 year limitation upon the imposition of SB Charges pursuant to the Statute and the Financing Order until the BGS Transition Bonds are fully paid and discharged, or in any way limit, alter, impair or reduce the value or amount of the Transferred BGS Bondable Transition PropertyOrder); and (B) under the Contract Clauses contract clauses of the State of Michigan and the United States Constitution and the New Jersey Constitutionconstitutions, the State of New JerseyMichigan, including the BPUMPSC, could not constitutionally take any action of a legislative character, including that substantially impairs the repeal or amendment rights of the Competition Act, which would substantially limit, alter or impair the BGS Bondable Transition Property or other rights vested in the BGS Transition Securitization Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the BGS Bondable Transition Property, unless such action is a reasonable exercise of the State of New JerseyMichigan's sovereign powers and of a character reasonable and appropriate to the further a legitimate public purpose justifying such action and purpose, and, under the Takings Clauses takings clauses of the State of Michigan and the United States and New Jersey Constitutionsconstitutions, the State of New Jersey Michigan could not repeal or amend the Competition Act Statute or take any other action in contravention of its pledge in Section 10n(2) of the Statute if such action constitutes a permanent appropriation of the property interest of Securitization Bondholders in the Securitization Property and agreement quoted above without paying deprives the Securitization Bondholders of their reasonable expectations arising from their investments in Securitization Bonds, unless just compensation to the BGS Transition Bondholderscompensation, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the BGS Transition Bondholders in the BGS Bondable Transition Property and deprive the BGS Transition Bondholders of their reasonable expectations arising from their investments in the BGS Transition Bonds. There is no assurance, however, that, even if a court were provided to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the BGS Transition BondsSecuritization Bondholders. (iiiiv) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Competition ActStatute, the Financing Order, any Advice Letter, the Transferred BGS Bondable Transition Securitization Property or the BGS Transition Bond Charge SB Charge, or any rights arising under any of them them, or that seeks to enjoin the performance of any obligations under the Financing OrderOrder which in any way is adverse to the position of the Securitization Bondholders. (ivv) No other approval, authorization, consent, order or other action of, or filing with, any court, federal or State state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or transfer of the Transferred BGS Bondable Transition Securitization Property, except those that have been obtained or mademade and those that the Seller, in its capacity as Servicer under the Servicing Agreement, is required to make in the future pursuant to the Servicing Agreement and post closing filings required in connection therewith. (vvi) Except as disclosed by in current reports of the Seller to filed with the Issuer in writingCommission, (a) there are no proceedings or investigations pending, or to the best of the Seller's knowledge, threatened before any court, federal or State state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or the Issuer or their respective properties challenging the Competition Act Statute or the Financing OrderOrder and (b) there is no voter referendum or initiative that has been filed with the Michigan Secretary of State or that, to the best of the Seller's knowledge, is being circulated among voters which attempts to amend, repeal or revoke the Statute in a manner that would impair the security of the Securitization Bondholders.

Financing Order Irrevocable; Process Valid; No Litigation; Etc. (i) The Financing Order as issued on July 12September 17, 2005 1999 has been issued by the BPU in accordance with the Competition Act, and such order and the process by which it was issued comply with all applicable laws, rules and regulations, including but not limited to the due process requirements of the United States Constitution and the New Jersey Constitution. The Financing Order has become effective pursuant to the Competition Act and is and as of the date of issuance of any BGS Transition Bonds will be in full force and effect and final and non-appealable. (ii) As of the Series Issuance Date, the BGS Transition Bonds of the related Series will be entitled to the protections provided by the Competition Act and, in accordance with the Competition Act, the Financing Order and the BGS Transition Bond Charge authorized therein have become irrevocable and each Advice Letter is final and uncontestable. (A) Under the Competition Act, the State of New Jersey may not limit, alter or impair the Transferred BGS Bondable Transition Property or other rights vested in the Seller, the Issuer, the Trustee or the BGS Transition Bondholders pursuant to the Financing Order until the BGS Transition Bonds are fully paid and discharged, or in any way limit, alter, impair or reduce the value or amount of the Transferred BGS Bondable Transition Property; and (B) under the Contract Clauses of the United States Constitution and the New Jersey Constitution, the State of New Jersey, including the BPU, could not constitutionally take any action of a legislative character, including the repeal or amendment of the Competition Act, which would substantially limit, alter or impair the BGS Bondable Transition Property or other rights vested in the BGS Transition Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the BGS Bondable Transition Property, unless such action is a reasonable exercise of the State of New Jersey's sovereign powers and of a character reasonable and appropriate to the public purpose justifying such action and under the Takings Clauses of the United States and New Jersey Constitutions, the State of New Jersey could not repeal or amend the Competition Act or take any other action in contravention of its pledge and agreement quoted above without paying just compensation to the BGS Transition Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the BGS Transition Bondholders in the BGS Bondable Transition Property and deprive the BGS Transition Bondholders of their reasonable expectations arising from their investments in the BGS Transition Bonds. There is no assurance, however, that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the BGS Transition Bonds. (iiiiv) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Competition Act, the Financing Order, the Restructuring Order (insofar as it relates to the sale of the Transferred Bondable Transition Property), any Advice Letter, the Transferred BGS Bondable Transition Property or the BGS Transition Bond Charge or any rights arising under any of them or to enjoin the performance of any obligations under the Financing Order. (ivv) No other approval, authorization, consent, order or other action of, or filing with, any court, federal or State regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or transfer of the Transferred BGS Bondable Transition Property, except those that have been obtained or made. (vvi) Except as disclosed by in the Seller to the Issuer in writingProspectus, there are no proceedings or investigations pending, or to the best of the Seller's knowledge, threatened before any court, federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or the Issuer or their respective properties challenging the Competition Act Act, the Financing Order or the Financing OrderRestructuring Order (insofar as it relates to the sale of the Transferred Bondable Transition Property).

Financing Order Irrevocable; Process Valid; No Litigation; Etc. (i) The Financing Order Order, as issued on July 12February 6, 2005 2002, has been issued by the BPU in accordance with the Competition Act, and such order and the process by which it was issued comply with all applicable laws, rules and regulations, including but not limited to the due process requirements of the United States Constitution and the New Jersey Constitution. The Financing Order has become effective pursuant to the Competition Act and is and as of the date of issuance of any BGS Transition Bonds will be in full force and effect and effect, final and non-appealable. (ii) As of the Series Issuance Date, the BGS Transition Bonds of the related Series will be entitled to the protections provided by the Competition Act and, in accordance with the Competition Act, the Financing Order and the BGS Transition Bond Charge authorized therein therein, subject to the periodic Transition Bond Charge Adjustments authorized in the Financing Order, have become irrevocable and and, upon issuance, each Advice Letter is will be irrevocable, final and uncontestable. (A) Under the Competition Act, the State of New Jersey may not limit, alter or impair the Transferred BGS Bondable Transition Property or other rights vested in the Seller, the Issuer, Issuer and the Trustee or (for the BGS benefit of the Transition Bondholders Bondholders) pursuant to the Financing Order until the BGS Transition Bonds are fully paid and discharged, or in any way limit, alter, impair or reduce the value or amount of the Transferred BGS Bondable Transition PropertyProperty as approved by the BPU pursuant to the Financing Order; and (B) under Under the Contract Clauses of the United States Constitution and the New Jersey Constitution, the State of New Jersey, including the BPU, could not not, absent a demonstration that such action was necessary to serve a significant and legitimate public purpose, constitutionally take any action of a legislative character, including the repeal or amendment of the Competition Act, which would substantially limit, alter or impair the BGS Bondable Transition Property or other rights vested in the BGS Transition Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the BGS Bondable Transition Property, unless such action is a reasonable exercise of the State of New Jersey's sovereign powers and of a character reasonable and appropriate to the public purpose justifying such action action, and under the Takings Clauses of the United States and New Jersey Constitutions, the State of New Jersey could not repeal or amend the Competition Act or take any other action in contravention of its pledge and agreement quoted above without paying just compensation to the BGS Transition Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the BGS Transition Bondholders in the BGS Bondable Transition Property and deprive the BGS Transition Bondholders of their reasonable expectations arising from their investments in the BGS Transition Bonds. There is no assurance, however, that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the BGS Transition Bonds. (iiiiv) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Competition Act, the Financing Order, the Restructuring Order (insofar as it relates to the sale of the Transferred Bondable Transition Property), any Advice Letter, the Transferred BGS Bondable Transition Property or the BGS Transition Bond Charge or any rights arising under any of them or to enjoin the performance of any obligations under the Financing Order. (ivv) No other approval, authorization, consent, order or other action of, or filing with, any court, federal or State regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation creation, sale, transfer, assignment or transfer conveyance of the Transferred BGS Bondable Transition Property, except those that have been obtained or made. (v) Except as disclosed by the Seller to the Issuer in writing, there are no proceedings or investigations pending, or to the best of the Seller's knowledge, threatened before any court, federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or the Issuer or their respective properties challenging the Competition Act or the Financing Order.

Financing Order Irrevocable; Process Valid; No Litigation; Etc. (i) The Financing Order Order, as issued on July 12January __, 2005 2002, has been issued by the BPU in accordance with the Competition Act, and such order and the process by which it was issued comply with all applicable laws, rules and regulations, including but not limited to the due process requirements of the United States Constitution and the New Jersey Constitution. The Financing Order has become effective pursuant to the Competition Act and is and as of the date of issuance of any BGS Transition Bonds will be in full force and effect and effect, final and non-appealable. (ii) As of the Series Issuance Date, the BGS Transition Bonds of the related Series will be entitled to the protections provided by the Competition Act and, in accordance with the Competition Act, the Financing Order and the BGS Transition Bond Charge authorized therein therein, subject to the periodic Transition Bond Charge Adjustments authorized in the Financing Order, have become irrevocable and and, upon issuance, each Advice Letter is will be irrevocable, final and uncontestable. (A) Under the Competition Act, the State of New Jersey may not limit, alter or impair the Transferred BGS Bondable Transition Property or other rights vested in the Seller, the Issuer, Issuer and the Trustee or (for the BGS benefit of the Transition Bondholders Bondholders) pursuant to the Financing Order until the BGS Transition Bonds are fully paid and discharged, or in any way limit, alter, impair or reduce the value or amount of the Transferred BGS Bondable Transition PropertyProperty as approved by the BPU pursuant to the Financing Order; and (B) under Under the Contract Clauses of the United States Constitution and the New Jersey Constitution, the State of New Jersey, including the BPU, could not constitutionally take any action of a legislative character, including the repeal or amendment of the Competition Act, which would substantially limit, alter or impair the BGS Bondable Transition Property or other rights vested in the BGS Transition Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the BGS Bondable Transition Property, unless such action is a reasonable exercise of the State of New Jersey's sovereign powers and of a character reasonable and appropriate to the public purpose justifying such action action, and under the Takings Clauses of the United States and New Jersey Constitutions, the State of New Jersey could not repeal or amend the Competition Act or take any other action in contravention of its pledge and agreement quoted above without paying just compensation to the BGS Transition Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the BGS Transition Bondholders in the BGS Bondable Transition Property and deprive the BGS Transition Bondholders of their reasonable expectations arising from their investments in the BGS Transition Bonds. There is no assurance, however, that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the BGS Transition Bonds. (iiiiv) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Competition Act, the Financing Order, the Restructuring Order (insofar as it relates to the sale of the Transferred Bondable Transition Property), any Advice Letter, the Transferred BGS Bondable Transition Property or the BGS Transition Bond Charge or any rights arising under any of them or to enjoin the performance of any obligations under the Financing Order. (ivv) No other approval, authorization, consent, order or other action of, or filing with, any court, federal or State regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation creation, sale, transfer, assignment or transfer conveyance of the Transferred BGS Bondable Transition Property, except those that have been obtained or made. (v) Except as disclosed by the Seller to the Issuer in writing, there are no proceedings or investigations pending, or to the best of the Seller's knowledge, threatened before any court, federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or the Issuer or their respective properties challenging the Competition Act or the Financing Order.

Financing Order Irrevocable; Process Valid; No Litigation; Etc. (i) The Financing Order as issued on July 12September 17, 2005 1999 has been issued by the BPU in accordance with the Competition Act, and such order and the process by which it was issued comply with all applicable laws, rules and regulations, including but not limited to the due process requirements of the United States Constitution and the New Jersey Constitution. The Financing Order has become effective pursuant to the Competition Act and is and as of the date of issuance of any BGS Transition Bonds will be in full force and effect and final and non-appealable. (ii) As of the Series Issuance Date, the BGS Transition Bonds of the related Series will be entitled to the protections provided by the Competition Act and, in accordance with the Competition Act, the Financing Order and the BGS Transition Bond Charge authorized therein have become irrevocable and each Advice Letter is final and uncontestable. (A) Under the Competition Act, the State of New Jersey may not limit, alter or impair the Transferred BGS Bondable Transition Property or other rights vested in the Seller, the Issuer, the Trustee or the BGS Transition Bondholders pursuant to the Financing Order until the BGS Transition Bonds are fully paid and discharged, or in any way limit, alter, impair or reduce the value or amount of the Transferred BGS Bondable Transition Property; and (B) under the Contract Clauses of the United States Constitution Constitutions and the New Jersey Constitution, the State of New Jersey, including the BPU, could not constitutionally take any action of a legislative character, including the repeal or amendment of the Competition Act, which would substantially limit, alter or impair the BGS Bondable Transition Property or other rights vested in the BGS Transition Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the BGS Bondable Transition Property, unless such action is a reasonable exercise of the State of New Jersey's sovereign powers and of a character reasonable and appropriate to the public purpose justifying such action and under the Takings Clauses of the United States and New Jersey Constitutions, the State of New Jersey could not repeal or amend the Competition Act or take any other action in contravention of its pledge and agreement quoted above without paying just compensation to the BGS Transition Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the BGS Transition Bondholders in the BGS Bondable Transition Property and deprive the BGS Transition Bondholders of their reasonable expectations arising from their investments in the BGS Transition Bonds. There is no assurance, however, that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the BGS Transition Bonds. (iiiiv) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Competition Act, the Financing Order, the Restructuring Order (insofar as it relates to the sale of the Transferred Bondable Transition Property), any Advice Letter, the Transferred BGS Bondable Transition Property or the BGS Transition Bond Charge or any rights arising under any of them or to enjoin the performance of any obligations under the Financing Order. (ivv) No other approval, authorization, consent, order or other action of, or filing with, any court, federal or State regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or transfer of the Transferred BGS Bondable Transition Property, except those that have been obtained or made. (vvi) Except as disclosed in writing by the Seller to the Issuer in writingIssuer, there are no proceedings or investigations pending, or to the best of the Seller's knowledge, threatened before any court, federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or the Issuer or their respective properties challenging the Competition Act Act, the Financing Order or the Financing OrderRestructuring Order (insofar as it relates to the sale of the Transferred Bondable Transition Property).