Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date subject to customary qualifications, acceptable to the Trustee, to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of): (a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order; (b) regarding the Issuer: (i) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the Series Supplement and this Indenture and such Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization; (ii) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State; (iii) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the Indenture and the related Series Supplement; (iv) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are valid and binding agreements of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator in accordance with their terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) Schedule 2a attached hereto with respect to the sale and transfer of the Transition Property from the Seller to the Issuer; (e) Schedule 2b attached hereto with respect to the Grant of a security interest under the Texas Electric Choice Plan in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders; (f) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders; (g) the Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary; (h) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Transition Bonds (unless waived in writing by the Trustee) have been complied with; (i) either (A) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted by the Commission or (B) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933; (j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party); (k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuer; and (l) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 2 contracts
Samples: Indenture (CenterPoint Energy Transition Bond CO II, LLC), Indenture (CenterPoint Energy Transition Bond CO II, LLC)
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to in the Trustee, form set forth in the Underwriting Agreement to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the BGS Transition Bonds being issued, each of the Series Supplement and this Indenture and such BGS Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such BGS Transition Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiiC) the BGS Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order is final and non-appealable;
(E) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(H) upon giving value by the Issuer to the Seller with respect to the BGS Bondable Transition Property;
(1) the provisions of the Sale Agreement together with the Bill of Sale are effective to create, ix xxvor of the Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller's rights in the BGS Bondable Transition Property described in the Bill of Sale (the "Transferred BGS Bondable Transition Property"), which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred BGS Bondable Transition Property; it being noted that the term "security interest" includes both a sale and a transfer for security of an account and no opinion is expressed as to the proper characterization of the transfer of the Transferred BGS Bondable Transition Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto the security interest in favor of the Issuer in the Transferred BGS Bondable Transition Property has been perfected; and
(3) no other security interest of any other creditor of the Seller is equal or prior to the security interest of the Issuer in the Transferred BGS Bondable Transition Property;
(I) upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the BGS Transition Bonds, a valid security interest in the rights of the Issuer in, to and under that portion of the Texas Electric Choice Plan Collateral subject to Article 9 of the New Jersey UCC, including the BGS Bondable Transition Property (the "Article 9 Collateral"),
(2) upon filing of the related financing statements in accordance with the New Jersey UCC and Delaware UCC, such Series Trust Estate security interest will be perfected, and
(3) based solely on a review of the UCC Search Reports, no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Trustee for the benefit of the BGS Transition BondholdersBondholders in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the BGS Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Transition Bonds (unless waived in writing by the Trustee) have been complied with;either
(i) either (A1) the registration statement covering the BGS Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the BGS Transition Bonds are exempt from the registration requirements under the Securities Act of 1933;
(jL) this Indenture (including the related Series Supplement) has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms;
(M) the applicable Sale Agreement, the applicable Servicing Agreement, Agreement and the applicable Administration Servicing Agreement have been duly authorized, executed and delivered by each of the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuerparties thereto; and
(lN) the Issuer is not now and, following the issuance of the BGS Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the Series Supplement and this Indenture and such Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is qualified to do business in any jurisdiction wherein it is required to be so qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such the Transition BondsBonds being issued, except for any such authorization, approval or consent as has already has been obtained and such registrations as are may be required under the Blue Sky blue sky and other securities laws of any Statestate;
(iiiC) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer entitled to the benefits of this Indenture and the related Series Supplement;
(D) the BPU Financing Order authorizing the issuance of the Transition Bonds being issued is final and nonappealable;
(E) this Indenture (including the related Series Supplement), has been duly authorized, executed and delivered and is a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the Indenture and the related Series Supplement;
(iv) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the SellerSale Agreement and Xxxx of Sale relating to such issuance have been duly authorized, the Servicer, CenterPoint Houston executed and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, delivered and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement has been duly authorized, executed and delivered and is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(H) each of the following is the case:
(1) the provisions of the Sale Agreement together with the related Xxxx of Sale are effective to create, in favor of the Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller's rights in the Bondable Transition Property described in the Xxxx of Sale, which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Bondable Transition Property, it being noted that the term "security interest" includes both a sale and a transfer for security of an account and no opinion need be expressed as to the sale and proper characterization of the transfer of the such Bondable Transition Property from by the Seller to the Issuer,
(2) the security interest in favor of the Issuer in such Bondable Transition Property has been perfected, and
(3) no other security interest of any other creditor of the Seller (other than the Lien created by the Seller in favor of the Issuer pursuant to the Sale Agreement) is equal or prior to the security interest of the Issuer in such Bondable Transition Property;
(eI) Schedule 2b attached hereto upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the Transition Bonds being issued, a valid security interest in the rights of the Issuer in, to and under that portion of the Texas Electric Choice Plan Collateral subject to Article 9 of the New Jersey UCC, including the Transferred Bondable Transition Property (the "Article 9 Collateral"),
(2) upon filing of the related financing statement in accordance with the New Jersey UCC, such Series Trust Estate security interest will be perfected, and
(3) based solely on a review of the UCC Search Reports, no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Trustee for the benefit of the Transition BondholdersBondholders in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Bonds applied for being issued, has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the such Transition Bonds applied for being issued, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such the Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(iL) either either
(A1) the registration statement covering the Transition Bonds being issued is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Bonds being issued are exempt from the registration requirements under the Securities Act of 1933;
(j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuer; and
(lM) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Indenture (Atlantic City Electric Transition Funding LLC)
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, substantially to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the related Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the related Series Supplement and this Indenture and each of such Transition Bonds have has been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is qualified to do business in any jurisdiction wherein it is required to be so qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such the Transition BondsBonds being issued, except for any such authorization, approval or consent as has already has been obtained and such registrations as are may be required under the Blue Sky blue sky and other securities laws of any Statestate;
(iiiC) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer entitled to the benefits of this Indenture and the related Series Supplement;
(D) the BPU Financing Order authorizing the issuance of the Transition Bonds being issued is final and nonappealable;
(E) this Indenture (including the related Series Supplement) has been duly authorized, executed and delivered and is a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the Indenture and the related Series Supplement;
(iv) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the SellerSale Agreement and Bill of Sale relating to such issuance have been duly auxxxxized, the Servicer, CenterPoint Houston executed and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, delivered and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement has been duly authorized, executed and delivered and is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(H) each of the following is the case:
(1) the provisions of the Sale Agreement together with the related Bill of Sale are effective to create, in favor of the Xssuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller's rights in the Bondable Transition Property described in the Bill of Sale, which security interest if characterixxx as a transfer for security will secure the amount paid by the Issuer for such Bondable Transition Property, it being noted that the term "security interest" for purposes of this clause (H) includes both a sale and a transfer for security of an account and no opinion need be expressed as to the sale and proper characterization of the transfer of the such Bondable Transition Property from by the Seller to the Issuer,
(2) the security interest in favor of the Issuer in such Bondable Transition Property has been perfected, and
(3) no other security interest of any other creditor of the Seller (other than the Lien created by the Seller in favor of the Issuer pursuant to the Sale Agreement) is equal or prior to the security interest of the Issuer in such Bondable Transition Property;
(eI) Schedule 2b attached hereto upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the Transition Bonds being issued, a valid security interest in the rights of the Issuer in, to and under that portion of the Collateral subject to Article 9 of the New Jersey UCC or Article 9 of the Delaware UCC, including the Transferred Bondable Transition Property (collectively, the "Article 9 Collateral"),
(2) upon filing of the related financing statements in accordance with the New Jersey UCC and the Delaware UCC, such security interest in the Article 9 Collateral will be perfected, and
(3) based solely on a review of search reports under the Texas Electric Choice Plan in such Series Trust Estate New Jersey UCC and the Delaware UCC and factual certificates of officers of the Issuer and of ACE, no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Trustee for the benefit of the Transition BondholdersBondholders in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Bonds applied for being issued, has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee hereunder conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the such Transition Bonds applied for being issued, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such the Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(iL) either either
(A1) the registration statement covering the Transition Bonds being issued is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Bonds being issued are exempt from the registration requirements under the Securities Act of 1933;
(j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuer; and
(lM) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Indenture (Atlantic City Electric Transition Funding LLC)
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, to the collective effect that (oreffect, in the case of subsections (d), (e) subject to customary qualifications and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerexceptions that:
(iA) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Securitization Bonds being issued, each of the Series Supplement and this Indenture and such Transition Securitization Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Securiti zation Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiiC) the Transition Securitization Bonds being issued, when executed executed, and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order is final and non-appealable;
(E) this Indenture (including the related Series Supplement), the applicable Sale Agreement, Agreement and the applicable Administration Agreement, the applicable Servicing Agreement have been duly authorized, executed and any applicable Intercreditor Agreement are delivered by the Issuer and constitute the legal, valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the SellerSale Agreement has been duly authorized, executed and delivered by the ServicerSeller and constitutes the legal, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement has been duly authorized, exe cuted and delivered by the Servicer and constitutes the legal, valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(1) the provisions of the Sale Agreement together with the Bill of Sale are effective to create, in favor of the Issuer, a valid security interest (as such term is defined in the Michigan UCC) in the Seller's rights in the Securitization Property described in the Bill of Sale, which security intexxxx if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred Securitization Property; it being noted that the term "security interest" includes both a sale and a transfer for security of an account and no opinion is expressed as to the sale and proper characterization of the transfer of the Transition Transferred Securitization Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto with respect to the Grant of a security interest under in favor of the Texas Electric Choice Plan Issuer in such Series Trust Estate to the Trustee Transferred Securitization Property has been perfected; and
(3) the UCC search reports for the benefit Issuer and for Consumers identifies no person as having filed in the Filing Office a financing statement naming either Consumers Energy Company or Con sumers Funding LLC as debtor and containing a description of collateral sufficient to include the Collateral as of the Transition Bondholderseffective date of the Search Report; and
(1) this Indenture creates in favor of the Trustee, to secure payment of the Secured Obligations, a valid security interest in the rights of the Issuer in, to and under that portion of the Collateral subject to Article 8 or Article 9 of the Michigan UCC, including the Securitization Property,
(2) upon filing of the related financing statements in accordance with the Michigan UCC and the Delaware UCC, such security interest will be perfected, and
(3) the UCC search reports for the Issuer and for Consumers identifies no person as having filed in the Filing Office a financing statement naming either Consumers Energy Company or Con sumers Funding LLC as debtor and containing a description of collateral sufficient to include the Collateral as of the effective date of the Search Report;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Securitization Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Transition Bonds (unless waived in writing by the Trustee) have been complied with;either
(i) either (A1) the registration statement covering the Transition Securitiza tion Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Securitization Bonds are exempt from the registration requirements under the Securities Act of 1933;
(j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuer; and
(lL) the Issuer is not now and, following the issuance of the Transition Securitization Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date subject to customary qualifications, acceptable to the TrusteeDate, to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):that:
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuer:
(i) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the Series Supplement and this Indenture and such Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and is validly existing in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(ii) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiib) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the Indenture and the related Series Supplement;
(ivc) this the Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cd) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(de) Schedule 2a attached hereto with respect to the sale Servicing Agreement is a valid and transfer binding agreement of the Transition Property from Servicer, enforceable against the Seller Servicer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the Issuer;
rights of creditors generally and general principles of equity (e) Schedule 2b attached hereto with respect to the Grant regardless of whether such enforcement is considered in a security interest under the Texas Electric Choice Plan proceeding in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholdersequity or at law);
(f) Schedule 2c attached hereto with respect to the Grant Contribution Agreement is a valid and binding agreement of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit each of the Transition Bondholdersparties thereto, enforceable in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(g) the Indenture has been duly qualified under assignment of the Trust Indenture Act and either (i) the Series Supplement for the Intangible Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(h) all instruments furnished Property from PP&L to the Trustee conform Seller pursuant to the requirements Contribution Agreement and the Assignment conveys all of this Indenture PP&L's right, title and constitute all interest in the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Intangible Transition Bonds applied for and all conditions precedent provided for in this Indenture relating Property to the authentication Seller and delivery of such Transition Bonds (unless waived will be treated as an absolute transfer as provided in writing by the TrusteeSection 2812(e) have been complied with;
(i) either (A) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted by the Commission or (B) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933;
(j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuer; and
(l) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.Competition Act; [
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, or any other opinion or opinions on which the Trustee may conclusively rely, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, as appropriate, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, substantially to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the related Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the related Series Supplement and this Indenture and such Transition Bonds have has been duly authorized, executed and delivered, and the Issuer is duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky blue sky and securities laws of any State;
(iiiC) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order with respect to the related Transition Bonds is final and non-appealable;
(E) this Indenture (including the related Series Supplement)Indenture, the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Intercreditor Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or moratorium, reorganization, receivership and other similar laws relating to or affecting creditors' the rights and remedies of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or moratorium, reorganization, receivership and other similar laws relating to or affecting creditors' the rights and remedies of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(1) the provisions of the Sale Agreement together with the related Bxxx of Sale are effective to create, in favor of the Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller’s rights in the Bondable Transition Property described in the Bxxx of Sale (the “Transferred Bondable Transition Property”), which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred Bondable Transition Property; it being noted that the term “security interest” for the purposes of this paragraph includes both a sale and a transfer for security of an account and no opinion will be expressed as to the sale and proper characterization of the transfer of the Transferred Bondable Transition Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto the security interest in favor of the Issuer in the Transferred Bondable Transition Property has been perfected; and
(3) no other security interest of any other creditor of the Seller is equal or prior to the security interest of the Issuer in the Transferred Bondable Transition Property;
(I) upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the Secured Obligations, a valid security interest in the rights of the Issuer in, to and under that portion of the Collateral subject to Article 9 of the New Jersey UCC, including the Transferred Bondable Transition Property (the “Article 9 Collateral”),
(2) upon filing of the related financing statements in accordance with the New Jersey UCC and the Delaware UCC, such security interest will be perfected, and
(3) based solely on a review of the search reports under the Texas Electric Choice Plan in such Series Trust Estate New Jersey UCC and the Delaware UCC, no other security interest of any other creditor of the Issuer is equal or prior to the Trustee for the benefit security interest of the Transition BondholdersTrustee in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the related Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee hereunder conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for for, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such the Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(iL) either either
(A1) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 1933, as amended, and, to the best of such counsel's ’s knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 1933, as amended, nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933, as amended;
(jM) this Indenture has been duly authorized, executed and delivered by the Issuer;
(N) the applicable Sale Agreement, the applicable Servicing Agreement, Agreement and the applicable Administration Servicing Agreement have been duly authorized, executed and delivered by each of the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuerparties thereto; and
(lO) the Issuer is not now and, following the issuance of the Transition Bonds Bonds, will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, or any other opinion or opinions on which the Trustee may conclusively rely, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, substantially to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the related Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the related Series Supplement and this Indenture and such Transition Bonds have has been duly authorized, executed and delivered, and the Issuer is duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky blue sky and securities laws of any State;
(iiiC) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order with respect to the related Transition Bonds is final and non-appealable;
(E) this Indenture (including the related Series Supplement)Indenture, the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or moratorium, reorganization, receivership and other similar laws relating to or affecting creditors' the rights and remedies of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or moratorium, reorganization, receivership and other similar laws relating to or affecting creditors' the rights and remedies of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(1) the provisions of the Sale Agreement together with the related Bill of Sale are effective to create, in favor of xxe Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller's rights in the Bondable Transition Property described in the Bill of Sale (the "Transferred Bondable Transitixx Xroperty"), which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred Bondable Transition Property; it being noted that the term "security interest" for the purposes of this paragraph includes both a sale and a transfer for security of an account and no opinion will be expressed as to the sale and proper characterization of the transfer of the Transferred Bondable Transition Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto the security interest in favor of the Issuer in the Transferred Bondable Transition Property has been perfected; and
(3) no other security interest of any other creditor of the Seller is equal or prior to the security interest of the Issuer in the Transferred Bondable Transition Property;
(I) upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the Transition Bonds, a valid security interest in the rights of the Issuer in, to and under that portion of the Collateral subject to Article 9 of the New Jersey UCC, including the Transferred Bondable Transition Property (the "Article 9 Collateral"),
(2) upon filing of the related financing statements in accordance with the New Jersey UCC and the Delaware UCC, such security interest will be perfected, and
(3) based solely on a review of the search reports under the Texas Electric Choice Plan in such Series Trust Estate Uniform Commercial Code, no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Trustee for the benefit of the Transition BondholdersBondholders in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the related Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee hereunder conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for for, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such the Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(iL) either either
(A1) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 1933, as amended, and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 1933, as amended, nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933, as amended;
(jM) this Indenture has been duly authorized, executed and delivered by the Issuer and constitutes a legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(N) the applicable Sale Agreement, the applicable Servicing Agreement, Agreement and the applicable Administration Servicing Agreement have been duly authorized, executed and delivered by each of the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuerparties thereto; and
(lO) the Issuer is not now and, following the issuance of the Transition Bonds Bonds, will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the Series Supplement and this Indenture and such Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiiC) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order is final and non-appealable;
(E) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(1) the provisions of the Sale Agreement together with the Bill of Sale are effective to create, xx favor of the Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller's rights in the Bondable Transition Property described in the Bill of Sale (the "Xxxnsferred Bondable Transition Property"), which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred Bondable Transition Property; it being noted that the term "security interest" includes both a sale and a transfer for security of an account and no opinion is expressed as to the sale and proper characterization of the transfer of the Transferred Bondable Transition Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto the security interest in favor of the Issuer in the Transferred Bondable Transition Property has been perfected; and
(3) no other security interest of any other creditor of the Seller is equal or prior to the security interest of the Issuer in the Transferred Bondable Transition Property;
(I) upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the Transition Bonds, a valid security interest in the rights of the Issuer in, to and under that portion of the Texas Electric Choice Plan Collateral subject to Article 9 of the New Jersey UCC, including the Bondable Transition Property (the "Article 9 Collateral"),
(2) upon filing of the related financing statement in accordance with the New Jersey UCC, such Series Trust Estate security interest will be perfected, and
(3) based solely on a review of the UCC Search Reports, no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Trustee for the benefit of the Transition BondholdersBondholders in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for for, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such the Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(iL) either either
(A1) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933;
(jM) this Indenture (including the related Series Supplement) has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms;
(N) the applicable Sale Agreement, the applicable Servicing Agreement, Agreement and the applicable Administration Servicing Agreement have been duly authorized, executed and delivered by each of the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuerparties thereto; and
(lO) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, or any other opinion or opinions on which the Trustee may conclusively rely, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, as appropriate, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, substantially to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the related Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the related Series Supplement and this Indenture and such Transition Bonds have has been duly authorized, executed and delivered, and the Issuer is duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky blue sky and securities laws of any State;
(iiiC) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order with respect to the related Transition Bonds is final and non-appealable;
(E) this Indenture (including the related Series Supplement)Indenture, the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Intercreditor Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or moratorium, reorganization, receivership and other similar laws relating to or affecting creditors' the rights and remedies of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or moratorium, reorganization, receivership and other similar laws relating to or affecting creditors' the rights and remedies of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(1) the provisions of the Sale Agreement together with the related Bill of Sale are effective to create, in favor of the Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller’s rights in the Bondable Transition Property described in the Bill of Sale (the “Transferred Bondable Transition Property”), which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred Bondable Transition Property; it being noted that the term “security interest” for the purposes of this paragraph includes both a sale and a transfer for security of an account and no opinion will be expressed as to the sale and proper characterization of the transfer of the Transferred Bondable Transition Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto the security interest in favor of the Issuer in the Transferred Bondable Transition Property has been perfected; and
(3) no other security interest of any other creditor of the Seller is equal or prior to the security interest of the Issuer in the Transferred Bondable Transition Property;
(I) upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the Secured Obligations, a valid security interest in the rights of the Issuer in, to and under that portion of the Collateral subject to Article 9 of the New Jersey UCC, including the Transferred Bondable Transition Property (the “Article 9 Collateral”),
(2) upon filing of the related financing statements in accordance with the New Jersey UCC and the Delaware UCC, such security interest will be perfected, and
(3) based solely on a review of the search reports under the Texas Electric Choice Plan in such Series Trust Estate New Jersey UCC and the Delaware UCC, no other security interest of any other creditor of the Issuer is equal or prior to the Trustee for the benefit security interest of the Transition BondholdersTrustee in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the related Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee hereunder conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for for, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such the Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(iL) either either
(A1) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 1933, as amended, and, to the best of such counsel's ’s knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 1933, as amended, nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933, as amended;
(jM) this Indenture has been duly authorized, executed and delivered by the Issuer;
(N) the applicable Sale Agreement, the applicable Servicing Agreement, Agreement and the applicable Administration Servicing Agreement have been duly authorized, executed and delivered by each of the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuerparties thereto; and
(lO) the Issuer is not now and, following the issuance of the Transition Bonds Bonds, will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to in the Trustee, form set forth in the Underwriting Agreement to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the BGS Transition Bonds being issued, each of the Series Supplement and this Indenture and such BGS Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such BGS Transition Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiiC) the BGS Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order is final and non-appealable;
(E) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(H) upon giving value by the Issuer to the Seller with respect to the BGS Bondable Transition Property;
(1) the provisions of the Sale Agreement together with the Bill of Sale are effective to crexxx, in favor of the Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller's rights in the BGS Bondable Transition Property described in the Bill of Sale (the "Xxxnsferred BGS Bondable Transition Property"), which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred BGS Bondable Transition Property; it being noted that the term "security interest" includes both a sale and a transfer for security of an account and no opinion is expressed as to the proper characterization of the transfer of the Transferred BGS Bondable Transition Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto the security interest in favor of the Issuer in the Transferred BGS Bondable Transition Property has been perfected; and
(3) no other security interest of any other creditor of the Seller is equal or prior to the security interest of the Issuer in the Transferred BGS Bondable Transition Property;
(I) upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the BGS Transition Bonds, a valid security interest in the rights of the Issuer in, to and under that portion of the Texas Electric Choice Plan Collateral subject to Article 9 of the New Jersey UCC, including the BGS Bondable Transition Property (the "Article 9 Collateral"),
(2) upon filing of the related financing statements in accordance with the New Jersey UCC and Delaware UCC, such Series Trust Estate security interest will be perfected, and
(3) based solely on a review of the UCC Search Reports, no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Trustee for the benefit of the BGS Transition BondholdersBondholders in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the BGS Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Transition Bonds (unless waived in writing by the Trustee) have been complied with;either
(i) either (A1) the registration statement covering the BGS Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the BGS Transition Bonds are exempt from the registration requirements under the Securities Act of 1933;
(jL) this Indenture (including the related Series Supplement) has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms;
(M) the applicable Sale Agreement, the applicable Servicing Agreement, Agreement and the applicable Administration Servicing Agreement have been duly authorized, executed and delivered by each of the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuerparties thereto; and
(lN) the Issuer is not now and, following the issuance of the BGS Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of ------------------------- which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date subject to customary qualifications, acceptable to the Trustee, to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):that:
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuer:
(i) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the Series Supplement and this Indenture and such Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and is validly existing in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(ii) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iii) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the Indenture and the related Series Supplement;
(iv) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable the Intercreditor Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(c) regarding the Seller, the Servicer, CenterPoint Houston Reliant Energy and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable the Intercreditor Agreement, and the applicable Administration Agreement are valid and binding agreements of the Seller, the Servicer, CenterPoint Houston Reliant Energy and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston Reliant Energy and the Administrator in accordance with their terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) Schedule 2a attached hereto with respect upon the delivery to the sale Issuer of a fully executed Xxxx of Sale pursuant to the Sale Agreement in connection with the issuance of Transition Bonds applied for and the payment of the purchase price of the related Transition Property by the Issuer to the Seller pursuant to such Xxxx of Sale and the Sale Agreement,
(i) the transfer of the Transition Property from purported to be conveyed thereby by the Seller to the IssuerIssuer pursuant to such Xxxx of Sale and the Sale Agreement conveys all of the Seller's right, title and interest in such Transition Property to the Issuer and will be treated under state law as an absolute transfer of all of the Seller's right, title, and interest in such Transition Property, other than for federal and state income tax and financial accounting purposes,
(ii) such transfer of such Transition Property is perfected against any third party,
(iii) such transfer has a priority over any other assignment or transfer of any interest in such Transition Property, and
(iv) such Transition Property is free and clear of all liens created prior to its transfer to the Issuer pursuant to such Xxxx of Sale and the Sale Agreement;
(e) Schedule 2b attached hereto with respect to the Grant extent that the provisions of a security interest under Section 39.309 of the Texas Electric Choice Plan apply to the grant of a security interest by the Issuer in such Series the Trust Estate pursuant to this Indenture, upon the giving of value by the Trustee to the Trustee for Issuer with respect to the benefit Trust Estate,
(i) this Indenture as supplemented creates in favor of the Transition BondholdersTrustee a security interest in the rights of the Issuer in the Trust Estate,
(ii) such security interest is valid and enforceable against the Issuer and third parties, and has attached,
(iii) such security interest will be perfected upon filing the related notice in accordance with Section 39.309 of the Texas Electric Choice Plan, and
(iv) such perfected security interest will be of first priority;
(f) Schedule 2c attached hereto to the extent that the provisions of Section 39.309 of the Texas Electric Choice Plan do not apply to the grant of a security interest by the Issuer in the Trust Estate pursuant to this Indenture, then upon the giving of value by the Trustee to the Issuer with respect to the Grant Trust Estate,
(i) this Indenture as supplemented creates in favor of the Trustee a security interest under in the UCC in such Series Trust Estate to the Trustee for the benefit rights of the Transition BondholdersIssuer in the Trust Estate,
(ii) such security interest has attached,
(iii) with respect to a security interest governed by Articles 8 and 9 of the UCC, such security interest will be perfected upon filing of a related financing statement in accordance with Article 9 of the UCC, and will be enforceable against third parties; and
(iv) with respect to a security interest governed by Articles 8 and 9 of the UCC, based solely on a review of UCC search reports, such perfected security interest will be of first priority;
(g) the Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(h) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(i) either (A) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted by the Commission or (B) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933;
(j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable the Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint HoustonReliant Energy, the Servicer Servicer, and the Issuer; , and
(l) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, to the collective effect that (oreffect, in the case of subsections (d), (e) subject to customary qualifications and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerexceptions that:
(iA) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Securitization Bonds being issued, each of the Series Supplement and this Indenture and such Transition Securitization Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Securiti zation Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiiC) the Transition Securitization Bonds being issued, when executed executed, and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order is final and non-appealable;
(E) this Indenture (including the related Series Supplement), the applicable Sale Agreement, Agreement and the applicable Administration Agreement, the applicable Servicing Agreement have been duly authorized, executed and any applicable Intercreditor Agreement are delivered by the Issuer and constitute the legal, valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the SellerSale Agreement has been duly authorized, executed and delivered by the ServicerSeller and constitutes the legal, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement has been duly authorized, exe cuted and delivered by the Servicer and constitutes the legal, valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(1) the provisions of the Sale Agreement together with the Bill of Sale are effective to create, in favor of the Issuer, a valid security interest (as such term is defined in the Michigan UCC) in the Seller's rights in the Securitization Property described in the Bill of Sale, which security inxxxxst if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred Securitization Property; it being noted that the term "security interest" includes both a sale and a transfer for security of an account and no opinion is expressed as to the sale and proper characterization of the transfer of the Transition Transferred Securitization Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto with respect to the Grant of a security interest under in favor of the Texas Electric Choice Plan Issuer in such Series Trust Estate to the Trustee Transferred Securitization Property has been perfected; and
(3) the UCC search reports for the benefit Issuer and for Consumers identifies no person as having filed in the Filing Office a financing statement naming either Consumers Energy Company or Con sumers Funding LLC as debtor and containing a description of collateral sufficient to include the Collateral as of the Transition Bondholderseffective date of the Search Report; and
(1) this Indenture creates in favor of the Trustee, to secure payment of the Secured Obligations, a valid security interest in the rights of the Issuer in, to and under that portion of the Collateral subject to Article 8 or Article 9 of the Michigan UCC, including the Securitization Property,
(2) upon filing of the related financing statements in accordance with the Michigan UCC and the Delaware UCC, such security interest will be perfected, and
(3) the UCC search reports for the Issuer and for Consumers identifies no person as having filed in the Filing Office a financing statement naming either Consumers Energy Company or Con sumers Funding LLC as debtor and containing a description of collateral sufficient to include the Collateral as of the effective date of the Search Report;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Securitization Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Transition Bonds (unless waived in writing by the Trustee) have been complied with;either
(i) either (A1) the registration statement covering the Transition Securitiza tion Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Securitization Bonds are exempt from the registration requirements under the Securities Act of 1933;
(j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuer; and
(lL) the Issuer is not now and, following the issuance of the Transition Securitization Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Indenture (Consumers Funding LLC)
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date subject to customary qualifications, acceptable to the Trustee, to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuer:
(i) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the Series Supplement and this Indenture and such Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization;
(ii) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iii) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' ’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the Indenture and the related Series Supplement;
(iv) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable the Intercreditor Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' ’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(c) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable the Intercreditor Agreement, and the applicable Administration Agreement are valid and binding agreements of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Administrator, respectively (as to which any such Person is a party), in accordance with their terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' ’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(d) Schedule 2a attached hereto with respect to the sale and transfer of the Transition System Restoration Property from the Seller to the Issuer;
(e) Schedule 2b attached hereto with respect to the Grant of a security interest under the Texas Electric Choice Plan Public Utility Regulatory Act in such Series the Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(f) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series the Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessaryAct;
(h) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(i) either (A) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's ’s knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted by the Commission or (B) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933Commission;
(j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable the Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuer; and
(l) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Indenture (CenterPoint Energy Restoration Bond Company, LLC)
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerthat:
(iA) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the Series Supplement and this Indenture and such Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiiC) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order is final and non-appealable;
(E) this Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(1) the provisions of the Sale Agreement together with the Xxxx of Sale are effective to create, in favor of the Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller's rights in the Bondable Transition Property described in the Xxxx of Sale (the "Transferred Bondable Transition Property"), which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred Bondable Transition Property; it being noted that the term "security interest" includes both a sale and a transfer for security of an account and no opinion is expressed as to the sale and proper characterization of the transfer of the Transferred Bondable Transition Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto the security interest in favor of the Issuer in the Transferred Bondable Transition Property has been perfected; and
(3) no other security interest of any other creditor of the Seller is equal or prior to the security interest of the Issuer in the Transferred Bondable Transition Property;
(I) upon the giving of value by the Trustee to the Issuer with respect to the Grant Collateral,
(1) this Indenture creates in favor of the Trustee, to secure payment of the Transition Bonds, a valid security interest in the rights of the Issuer in, to and under that portion of the Texas Electric Choice Plan Collateral subject to Article 9 of the New Jersey UCC, including the Bondable Transition Property (the "Article 9 Collateral"),
(2) upon filing of the related financing statement in accordance with the New Jersey UCC, such Series Trust Estate security interest will be perfected, and
(3) based solely on a review of the UCC Search Reports, no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Trustee for the benefit of the Transition BondholdersBondholders in the Article 9 Collateral;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for for, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such the Transition Bonds (unless waived in writing by the Trustee) have been complied with;
(iL) either either
(A1) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933;
(jM) this Indenture (including the related Series Supplement) has been duly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms;
(N) the applicable Sale Agreement, the applicable Servicing Agreement, Agreement and the applicable Administration Servicing Agreement have been duly authorized, executed and delivered by each of the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuerparties thereto; and
(lO) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date Date, subject to customary qualifications, acceptable to the Trustee, to the collective effect that (oreffect, in the case of subsections (d), (e) subject to customary qualifications and (f) below, in the form of):
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuerexceptions that:
(iA) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Securitization Bonds being issued, each of the Series Supplement and this Indenture and such Transition Securitization Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(iiB) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Securiti zation Bonds, except for any such authorization, approval or consent as has already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiiC) the Transition Securitization Bonds being issued, when executed executed, and authenticated in accordance with the provisions of the this Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the this Indenture and the related Series Supplement;
(ivD) the Financing Order is final and non-appealable;
(E) this Indenture (including the related Series Supplement), the applicable Sale Agreement, Agreement and the applicable Administration Agreement, the applicable Servicing Agreement have been duly authorized, executed and any applicable Intercreditor Agreement are delivered by the Issuer and constitute the legal, valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cF) regarding the SellerSale Agreement has been duly authorized, executed and delivered by the ServicerSeller and constitutes the legal, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(dG) Schedule 2a attached hereto the Servicing Agreement has been duly authorized, exe cuted and delivered by the Servicer and constitutes the legal, valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with respect its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(1) the provisions of the Sale Agreement together with the Bill of Sale are effective to create, in favor of the Issuer, a valid security interest (as such term is defined in the Michigan UCC) in the Seller's rights in the Securitization Property described in the Bill of Sale, which security inxxxxst if characterized as a transfer for security will secure the amount paid by the Issuer for such Transferred Securitization Property; it being noted that the term "security interest" includes both a sale and a transfer for security of an account and no opinion is expressed as to the sale and proper characterization of the transfer of the Transition Transferred Securitization Property from by the Seller to the Issuer;
(e2) Schedule 2b attached hereto with respect to the Grant of a security interest under in favor of the Texas Electric Choice Plan Issuer in such Series Trust Estate to the Trustee Transferred Securitization Property has been perfected; and
(3) we hereby confirm that the UCC search reports for the benefit Issuer and for Consumers identifies no person as having filed in the Filing Office a financing statement naming either Consumers Energy Company or Consumers Funding LLC as debtor and containing a descrip tion of collateral sufficient to include the Collateral as of the Transition Bondholderseffective date of the Search Report; and
(1) this Indenture creates in favor of the Trustee, to secure payment of the Secured Obligations, a valid security interest in the rights of the Issuer in, to and under that portion of the Collateral subject to Article 8 or Article 9 of the Michigan UCC, including the Securitization Property,
(2) upon filing of the related financing statements in accordance with the Michigan UCC and the Delaware UCC, such security interest will be perfected, and
(3) we hereby confirm that the UCC search reports for the Issuer and for Consumers identifies no person as having filed in the Filing Office a financing statement naming either Consumers Energy Company or Consumers Funding LLC as debtor and containing a descrip tion of collateral sufficient to include the Collateral as of the effective date of the Search Report;
(fJ) Schedule 2c attached hereto with respect to the Grant of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholders;
(g) the this Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Securitization Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hK) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Securitization Bonds applied for for, and all conditions precedent provided for in this Indenture relating to the issuance, authentication and delivery of such Transition the Securitization Bonds (unless waived in writing by the Trustee) have been complied with;
(iL) either either
(A1) the registration statement covering the Transition Securitiza tion Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Securitization Bonds are exempt from the registration requirements under the Securities Act of 1933;
(j) the applicable Sale Agreement, the applicable Servicing Agreement, and the applicable Administration Agreement have been duly authorized, executed and delivered by the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuer; and
(lM) the Issuer is not now and, following the issuance of the Transition Securitization Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
Samples: Indenture (Consumers Funding LLC)
Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date subject to customary qualifications, acceptable to the TrusteeDate, to the collective effect that (or, in the case of subsections (d), (e) and (f) below, in the form of):that:
(a) regarding the Financing Order, that (i) such Financing Order is final and non-appealable and in full force and effect and (ii) the Transition Bonds being issued are authorized to be issued under the Financing Order;
(b) regarding the Issuer:
(i) the Issuer has the power and authority to execute and deliver the Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the Series Supplement and this Indenture and such Transition Bonds have been duly authorized, executed and delivered, and the Issuer is duly organized and is validly existing in good standing under the laws of the jurisdiction of its organizationorganization and is in good standing in any jurisdiction where it is required to be qualified;
(ii) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of such Transition Bonds, except for any such authorization, approval or consent as already has been obtained and such registrations as are required under the Blue Sky and securities laws of any State;
(iiib) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of the Indenture and delivered, will constitute valid and binding obligations of the Issuer except as such enforceability may be subject to bankruptcy, insolvency, reorganization or other laws relating to or affecting creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) entitled to the benefits of the Indenture and the related Series Supplement;
(ivc) this the Indenture (including the related Series Supplement), the applicable Sale Agreement, the applicable Administration Agreement, the applicable Servicing Agreement and any applicable Intercreditor the Servicing Agreement are valid and binding agreements of the Issuer, enforceable against the Issuer in accordance with their respective terms, terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(cd) regarding the Seller, the Servicer, CenterPoint Houston and the Administrator: the applicable Sale Agreement, the applicable Servicing Agreement, any applicable Intercreditor Agreement, and the applicable Administration Agreement are is a valid and binding agreements agreement of the Seller, the Servicer, CenterPoint Houston and the Administrator, respectively (as to which any such Person is a party), enforceable against the Seller, the Servicer, CenterPoint Houston and the Administrator Seller in accordance with their its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization or and other similar laws relating to or affecting creditors' the rights of creditors generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(de) Schedule 2a attached hereto with respect to the sale Servicing Agreement is a valid and transfer binding agreement of the Transition Property from Servicer, enforceable against the Seller Servicer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the Issuer;
rights of creditors generally and general principles of equity (e) Schedule 2b attached hereto with respect to the Grant regardless of whether such enforcement is considered in a security interest under the Texas Electric Choice Plan proceeding in such Series Trust Estate to the Trustee for the benefit of the Transition Bondholdersequity or at law);
(f) Schedule 2c attached hereto with respect to the Grant Contribution Agreement is a valid and binding agreement of a security interest under the UCC in such Series Trust Estate to the Trustee for the benefit each of the Transition Bondholdersparties thereto, enforceable in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);
(g) the transfer of the Intangible Transition Property by PP&L to the Seller pursuant to the Contribution Agreement and the Assignment was an absolute transfer of the entire right, title and interest in (as in a "true sale" of) the Intangible Transition Property by the Company directly to the Seller; such transfer of the Intangible Transition Property is perfected; and immediately prior to the execution and delivery of the Sale Agreement, the Seller owned all right, title and interest in and to the Intangible Transition Property;
(h) either
(A) the transfer of the Transferred Intangible Transition Property by the Seller to the Issuer pursuant to the Sale Agreement is an absolute transfer of the entire right, title and interest of the Seller in (as in a "true sale" of) the Transferred Intangible Transition Property, (B) such transfer is perfected, and (C) such transfer has priority over any other transfer by the Seller of the Transferred Intangible Transition Property; or
(A) the Sale Agreement creates in favor of the Issuer a security interest in the rights of the Seller in the Transferred Intangible Transition Property, (B) such security interest is valid and enforceable against the Seller and third parties and has attached, (C) such security interest is perfected, and (D) such perfected security interest is of first priority;
(A) the Indenture creates in favor of the Trustee a security interest in the rights of the Issuer in the Intangible Transition Property including proceeds of or arising from Intangible Transition Charges to secure the Bonds, (B) such security interest is valid and enforceable against the Issuer and third parties and has attached under the Competition Act, (C) such security interest is perfected under the Competition Act, and (D) such perfected security interest is of first priority under the Competition Act;
(A) the Indenture creates in favor of the Trustee a security interest in the rights of the Issuer in the Collateral, other than the Collateral described in paragraph (i) above, (B) such security interest is valid and enforceable against the Issuer and third parties and has attached, (C) such security interest is perfected, and (D) such perfected security interest is of first priority;
(k) the Indenture has been duly qualified under the Trust Indenture Act and either (i) the Series Supplement for the Transition Bonds applied for has been duly qualified under the Trust Indenture Act or (ii) no such qualification of such Series Supplement is necessary;
(hl) all instruments furnished to the Trustee conform to the requirements of this Indenture and constitute all the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Transition Bonds applied for and all conditions precedent provided for in this Indenture relating to the authentication and delivery of such Transition Bonds (unless waived in writing by the Trustee) have been complied with;either
(i) either (A1) the registration statement covering the Transition Bonds is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or or
(B2) the Transition Bonds are exempt from the registration requirements under the Securities Act of 1933;
(jm) the applicable Indenture (including the related Series Supplement) has been duly authorized, executed and delivered by the Issuer;
(n) the Sale Agreement, the applicable Servicing Agreement, Contribution Agreement and the applicable Administration Servicing Agreement have been duly authorized, executed and delivered by each of the Seller, the Servicer, the Issuer and the Administrator, respectively (as to which any such Person is a party);
(k) any applicable Intercreditor Agreement has been duly authorized, executed and delivered by CenterPoint Houston, the Servicer and the Issuerparties thereto; and
(lo) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940, as amended.
Appears in 1 contract
