Common use of Protection of Title Clause in Contracts

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Ohio pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01 hereof, and the first priority security interest of the Indenture Trustee in the Phase-In-Recovery Property, including, without limitation, all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interest in the Phase-In-Recovery Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Phase-In-Recovery Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of Ohio or any of their respective agents, of any of their obligations or duties under the Securitization Law, the Financing Order or the Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (i) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and (ii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, the Financing Order, the Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will be payable by the Seller.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Ohio pursuant to the Securitization Law, and or cause to be executed and filed such filings, all in such manner and in such places as may be required by applicable law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest interests of the Issuer pursuant to Section 2.01 hereof, and the first priority security interest of the Indenture Trustee in the Phase-In-Recovery Transition Property, including, without limitation, including all filings required under the Securitization Law Restructuring Act and the UCC relating to the transfer of the ownership of the rights and interest in interests under the Phase-In-Recovery Property Financing Order by the Seller to the Issuer or and the pledge of the Issuer’s interest in Transition Property by the Phase-In-Recovery Property Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Commission, PUCT or the State of Ohio or any of their respective agents, Texas of any of their obligations or duties under the Securitization LawRestructuring Act, the Financing Order or the Issuance Advice LetterLetter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary necessary: (ia) to seek to protect the Issuer and the Secured Parties Transition Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and III; or (iib) to seek so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawRestructuring Act, the Financing Order, the Issuance Advice Letter or the rights of Holders Transition Bondholders by legislative enactment enactment, regulatory action or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesTransition Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. (a) The Seller shall execute and file such filings, including, without limitation, including filings with the Secretary of State of the State of Ohio PSCWV pursuant to the Securitization LawStatute and the Financing Order, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law applicable Requirements of Law fully to fully preserve, maintain, and protect and perfect the ownership interest interests of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01 hereof, and the first priority security interest of the Indenture Trustee and the Environmental Control Bondholders in the Phase-In-Recovery Transferred Environmental Control Property, including, without limitation, including all filings required under the Securitization Law and the UCC Statute relating to the transfer of the ownership of the rights and or security interest in the Phase-In-Recovery Transferred Environmental Control Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Phase-In-Recovery Property to the Indenture Trustee. . (b) The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. . (c) The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of Ohio or any of their respective agents, of any of their obligations or duties under the Securitization Law, the Financing Order or the Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (i) to seek to protect the Issuer Issuer, the Indenture Trustee and the Secured Parties Environmental Control Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty set forth in Article III or any covenant set forth in Article IV and (ii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, Statute or the Financing Order, the Issuance Advice Letter Order or the rights of Holders holders of Transferred Environmental Control Property by legislative enactment or constitutional amendment that would be materially adverse to the Issuer holders of Transferred Environmental Control Property. (d) The Seller will institute any action or proceeding necessary to compel performance by the Secured Parties PSCWV, the State of West Virginia or which would otherwise cause an impairment any of their respective agents of any of their obligations or duties under the rights of Statute, any Financing Order or any Issuance Advice Letter. The Seller will comply with all filing requirements, including any post closing filings, in accordance with the Issuer or the Secured PartiesFinancing Order. The costs of any such actions or proceedings will action described in this Section 4.09 shall be payable by from the Collection Account as an Operating Expense in accordance with Section 8.02(e) of the Indenture. The Seller’s obligations pursuant to this Section 4.09 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture it being understood that the Seller may be required initially to advance its own fund to satisfy its obligations hereunder).

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Ohio pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest interests of the Issuer pursuant to Section 2.01 hereof, and the first priority security interest of the Indenture Trustee in the Phase-In-Storm Recovery Property, including, without limitation, including all filings required under the Securitization Law Act and the UCC relating to the transfer of the ownership of the rights and interest in interests under the Phase-In-Recovery Property Financing Order by the Seller to the Issuer or and the pledge of the Issuer’s interest in the Phase-In-Storm Recovery Property by the Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Commission, Louisiana Commission or the State of Ohio or any of their respective agents, Louisiana of any of their obligations or duties under the Securitization LawAct, the Financing Order or the Issuance Advice Letter, Letter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer and shall notify the Trustee of the institution of any such action. The Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary necessary: (ia) to seek to protect the Issuer and the Secured Parties Storm Recovery Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and III; or (iib) to seek so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawAct, the Financing Order, the Issuance Advice Letter or the rights of Holders Storm Recovery Bondholders by legislative enactment (including any action of the Louisiana Commission of a legislative character) or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesStorm Recovery Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.08 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.08, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. (a) The Seller shall execute and file such filings, including, without limitation, including filings with the Secretary of State of the State of Ohio PSCWV pursuant to the Securitization LawStatute and the Financing Order, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law applicable Requirements of Law fully to fully preserve, maintain, and protect and perfect the ownership interest interests of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01 hereof, and the first priority security interest of the Indenture Trustee and the Environmental Control Bondholders in the Phase-In-Recovery Environmental Control Property, including, without limitation, including all filings required under the Securitization Law and the UCC Statute relating to the transfer of the ownership of the rights and or security interest in the Phase-In-Recovery Environmental Control Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Phase-In-Recovery Property to the Indenture Trustee. . (b) The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. . (c) The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of Ohio or any of their respective agents, of any of their obligations or duties under the Securitization Law, the Financing Order or the Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (i) to seek to protect the Issuer Issuer, the Indenture Trustee and the Secured Parties Environmental Control Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty set forth in Article III or any covenant set forth in Article IV and (ii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, Statute or the Financing Order, the Issuance Advice Letter Order or the rights of Holders holders of Environmental Control Property by legislative enactment or constitutional amendment that would be materially adverse to the Issuer holders of Environmental Control Property. (d) The Seller will institute any action or proceeding necessary to compel performance by the Secured Parties PSCWV, the State of West Virginia or which would otherwise cause an impairment any of their respective agents of any of their obligations or duties under the rights of Statute, any Financing Order or any Issuance Advice Letter. The Seller will comply with all filing requirements, including any post closing filings, in accordance with the Issuer or the Secured PartiesFinancing Order. The costs of any such actions or proceedings will action described in this Section 4.09 shall be payable by from the Collection Account as an Operating Expense in accordance with Section 8.02(e) of the Indenture. The Seller’s obligations pursuant to this Section 4.09 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture it being understood that the Seller may be required initially to advance its own fund to satisfy its obligations hereunder).

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Ohio pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect the ownership interest of the Issuer, and the back-up precautionary security interest interests of the Issuer pursuant to Section 2.01 hereof, and the first priority security interest of the Indenture Trustee in the Phase-In-Recovery Transition Property, including, without limitation, including all filings required under the Securitization Law Texas Electric Choice Plan and the UCC relating to the transfer of the ownership of the rights and interest in interests under the Phase-In-Recovery Property Financing Order by the Seller to the Issuer or and the pledge of the Issuer’s interest in Transition Property by the Phase-In-Recovery Property Issuer to the Indenture Trustee. The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the Commission, Texas Commission or the State of Ohio or any of their respective agents, Texas of any of their obligations or duties under the Securitization LawTexas Electric Choice Plan, the Financing Order or the Issuance Advice LetterLetter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary necessary: (ia) to seek to protect the Issuer and the Secured Parties Transition Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation set forth in Article III or any covenant set forth in Article IV and III; or (iib) to seek so long as the Seller is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawTexas Electric Choice Plan, the Financing Order, the Issuance Advice Letter or the rights of Holders Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesTransition Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. (a) The Seller shall execute and file such filings, including, without limitation, including filings with the Secretary of State of the State of Ohio PSCWV pursuant to the Securitization LawStatute and the Financing Order, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law applicable Requirements of Law fully to fully preserve, maintain, and protect and perfect the ownership interest interests of the Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01 hereof, and the first priority security interest of the Indenture Trustee and the Environmental Control Bondholders in the Phase-In-Recovery Environmental Control Property, including, without limitation, including all filings required under the Securitization Law and the UCC Statute relating to the transfer of the ownership of the rights and or security interest in the Phase-In-Recovery Environmental Control Property by the Seller to the Issuer or the pledge of the Issuer’s interest in the Phase-In-Recovery Property to the Indenture Trustee. . (b) The Seller shall deliver (or cause to be delivered delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. . (c) The Seller shall institute any action or proceeding necessary to compel performance by the Commission, the State of Ohio or any of their respective agents, of any of their obligations or duties under the Securitization Law, the Financing Order or the Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case as may be reasonably necessary (i) to seek to protect the Issuer Issuer, the Indenture Trustee and the Secured Parties Environmental Control Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty set forth in Article III or any covenant set forth in Article IV and (ii) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, Statute or the Financing Order, the Issuance Advice Letter Order or the rights of Holders holders of Environmental Control Property by legislative enactment or constitutional amendment that would be materially adverse to the Issuer holders of Environmental Control Property. (d) The Seller will institute any action or proceeding necessary to compel performance by the Secured Parties PSCWV, the State of West Virginia or which would otherwise cause an impairment any of their respective agents of any of their obligations or duties under the rights of Statute, any Financing Order or any Issuance Advice Letter. The Seller will comply with all filing requirements, including any post closing filings, in accordance with the Issuer or the Secured PartiesFinancing Order. The costs of any such actions action or proceedings will proceeding undertaken by Seller as described in this Section 4.09 shall be payable by from the Collection Account as an Operating Expense in accordance with Section 8.02(e) of the Indenture. The Seller’s obligations pursuant to this Section 4.09 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture it being understood that the Seller may be required initially to advance its own fund to satisfy its obligations hereunder).