Common use of Purchase of Subsequent Transition Property Clause in Contracts

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Date: (i) the Seller shall have provided the Note Issuer, the Note Trustee and the Rating Agencies with written notice, which shall be given not later than 10 days prior to the related Subsequent Sale Date, specifying the Subsequent Sale Date for such Subsequent Transition Property and the aggregate amount of the FTA Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller and the Note Issuer shall have delivered to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form of the Sale Agreement; (iii) as of such Subsequent Sale Date, the Seller was not insolvent and will not have been made insolvent by such transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyance; (v) such conveyance will not result in an adverse tax consequence to the Note Issuer, the Trust, the Noteholders or the Certificateholders; (vi) as of such Subsequent Sale Date, no breach by the Seller of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain first perfected security interest of the Note Trustee in the Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Transfer Date: (i) the Seller shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written noticean Addition Notice, which shall be given not later than 10 days prior to the related Subsequent Sale Transfer Date, specifying the Subsequent Sale Transfer Date for such Subsequent Transition Property and the aggregate amount of the FTA Transition Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller Securitization Law, such Sale Agreement and the Note Issuer related Financing Order shall be in full force and effect and a filing shall have delivered been made pursuant to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form Section 39.309(d) of the Sale AgreementSecuritization Law; (iii) as of such Subsequent Sale Transfer Date, the Seller was will not be insolvent and will not have been made insolvent by such sale and transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyancesale and transfer; (v) the Seller shall have received and delivered to the Issuer and the Indenture Trustee: (i) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Bonds issued in connection with the purchase of such conveyance Subsequent Transition Property will continue to be treated as debt of the Issuer's sole owner for United States federal income tax purposes, (ii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of such Bonds will not result in an adverse tax consequence gross income to the Note Seller, and (iii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that such subsequent issuance will not adversely affect the characterization of any such Bonds then Outstanding as obligations of the Issuer's sole owner. The opinion of outside tax counsel described above may, if the TrustSeller so chooses, be conditioned on the Noteholders receipt by the Seller of one or more letter rulings from the CertificateholdersInternal Revenue Service and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings; (vi) as of such Subsequent Sale Transfer Date, no breach by the Seller of its representations, warranties or covenants in the such Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Transfer Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the subsequent issuance of one or more Series of Notes new Bonds intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfiedsatisfied or waived; (viii) the Note Issuer shall have delivered to the Note Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Indenture Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the The Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the first priority perfected security interest of the Note Indenture Trustee in the Subsequent Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent the Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Transfer Date: (i) the Seller shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written noticean Addition Notice, which shall be given not later than 10 ten (10) days prior to the related Subsequent Sale Transfer Date, specifying the Subsequent Sale Transfer Date for such Subsequent Transition Property and the aggregate amount of the FTA Transition Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller Securitization Law, the Sale Agreement and the Note Issuer related Financing Order shall be in full force and effect and a filing shall have delivered been made pursuant to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form Section 39.309(d) of the Sale AgreementSecuritization Law; (iii) as of such Subsequent Sale Transfer Date, the Seller was shall not be insolvent and will not have been made insolvent by such sale and transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyancesale and transfer; (v) such conveyance the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that (A) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer’s sole owner for United States federal income tax purposes, (B) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in an adverse tax consequence gross income to the Note Seller, and (C) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer’s sole owner; the opinion of outside tax counsel described above may, if the TrustSeller so chooses, be conditioned on the Noteholders receipt by the Seller of one or more letter rulings from the CertificateholdersInternal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph) and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings; (vi) as of such Subsequent Sale Transfer Date, no breach by the Seller of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Transfer Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes Transition Bonds intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Indenture Trustee an Officer's ’s Certificate confirming the satisfaction of each condition precedent specified in this paragraph (bSection 3.20(b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Indenture Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture); and (x) subject to any statutory lien under Section 843(g) of the PU Code, the The Seller and the Note Issuer shall have taken any action required to maintain the Lien and the first priority perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the Lien and the first priority perfected security interest of the Note Indenture Trustee in the Subsequent Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent the Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Transfer Date: (i) : the Seller shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written noticean Addition Notice, which shall be given not later than 10 ten (10) days prior to the related Subsequent Sale Transfer Date, specifying the Subsequent Sale Transfer Date for such Subsequent Transition Property and the aggregate amount of the FTA Transition Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) ; the Seller Securitization Law, the Sale Agreement and the Note Issuer related Financing Order shall be in full force and effect and a filing shall have delivered been made pursuant to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form Section 39.309 of the Sale Agreement; (iii) Securitization Law; as of such Subsequent Sale Transfer Date, the Seller was shall not be insolvent and will not have been made insolvent by such sale and transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) ; the Rating Agency Condition shall have been satisfied with respect to such conveyance; sale and transfer; to the extent not otherwise required, the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion of Independent tax counsel (vas selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) such conveyance to the effect that (A) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes, (B) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in an adverse tax consequence gross income to the Note Seller, and (C) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer, the Trust, the Noteholders or the Certificateholders; (vi) 's sole owner; as of such Subsequent Sale Transfer Date, no breach by the Seller of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) ; as of such Subsequent Sale Transfer Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes Transition Bonds intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) ; the Note Issuer shall have delivered to the Note Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (bSection 3.20(b); ; (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Indenture Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture); and (x) subject to any statutory lien under Section 843(g) of the PU Code, the and The Seller and the Note Issuer shall have taken any action required to maintain the Lien and the first priority perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the Lien and the first priority perfected security interest of the Note Indenture Trustee in the Subsequent Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Date: (i) the Seller shall have provided the Note Issuer, the Note Trustee and the Rating Agencies Moody's with written notice, which shall be given not later than 10 days prior to the related Subsequent Sale Date, specifying the Subsequent Sale Date for such Subsequent Transition Property and the aggregate amount of the FTA Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller and the Note Issuer shall have delivered to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form of the Sale Agreement; (iii) as of such Subsequent Sale Date, the Seller was not insolvent and will not have been made insolvent by such transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyance; (v) such conveyance will not result in an adverse tax consequence to the Note Issuer, the Trust, the Noteholders or the Certificateholders; (vi) as of such Subsequent Sale Date, no breach by the Seller of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies Moody's any Opinions of Counsel requested by the Rating Agencies Moody's and (B) the Note Issuer shall have delivered to the Note Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain first perfected security interest of the Note Trustee in the Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase or acquire Subsequent Transition Property from the Seller pursuant to a Subsequent Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase or acquire from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Transfer Date: (i) the The Seller shall have provided the Note Issuer, the Note PUCT, the Trustee and the Rating Agencies with written noticean Addition Notice, which shall be given not later than 10 days prior to the related Subsequent Sale Transfer Date, specifying the Subsequent Sale Transfer Date for such Subsequent Transition Property and the aggregate amount of the FTA Transition Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller The Texas Electric Choice Plan, such Sale Agreement and the Note Issuer related Financing Order shall be in full force and effect and a filing shall have delivered been made pursuant to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form Section 39.309(d) of the Sale AgreementTexas Electric Choice Plan; (iii) as As of such Subsequent Sale Transfer Date, the Seller was will not be insolvent and will not have been made insolvent (within the meaning of the Bankruptcy Code or the Delaware Uniform Fraudulent Transfer Act) by such sale and transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the The Rating Agency Condition shall have been satisfied with respect to such conveyancesale and transfer; (v) such conveyance will not result in an adverse tax consequence to the Note Issuer, the Trust, the Noteholders or the Certificateholders; (vi) as As of such Subsequent Sale Transfer Date, no material breach by the Seller of its representations, warranties or covenants in the such Sale Agreement and no Servicer Default shall exist; (viivi) as As of such Subsequent Sale Transfer Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed sold to it on such date and all conditions to the subsequent issuance of one or more Series of Notes new Transition Bonds intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfiedsatisfied or waived; (viiivii) the Note The Issuer shall have delivered to the Note Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note The Issuer shall have delivered to the Rating Agencies (with a copy to the PUCT) any Opinions of Counsel requested required by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Trustee the Opinion of Counsel required by Section 3.06(c3.06(b); (ix) the Seller shall have received and delivered to the Issuer and the Trustee: (i) an opinion of this Indentureoutside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Trustee) to the effect that the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds issued in connection with the purchase of such Subsequent Transition Property will be treated as debt of the Issuer's sole owner for United States federal income tax purposes, (ii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of such Transition Bonds will not result in gross income to the Seller, and (iii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the issuer and the Trustee) to the effect that such subsequent issuance will not adversely affect the characterization of any such Transition Bonds then Outstanding as obligations of the Issuer's sole owner. The opinion of outside tax counsel described above may, if the Seller so chooses, be conditioned on the receipt by the Seller of one or more letter rulings from the Internal Revenue Service and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the The Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the first priority perfected security interest of the Note Trustee in the Subsequent Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent the Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Transfer Date: (i) the Seller shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written noticean Addition Notice, which shall be given not later than 10 days prior to the related Subsequent Sale Transfer Date, specifying the Subsequent Sale Transfer Date for such Subsequent Transition Property and the aggregate amount of the FTA Transition Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller Securitization Law, the Sale Agreement and the Note Issuer related Financing Order shall be in full force and effect and a filing shall have delivered been made pursuant to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form Section 39.309(d) of the Sale AgreementSecuritization Law; (iii) as of such Subsequent Sale Transfer Date, the Seller was not insolvent and will not have been made insolvent by such sale and transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyancesale and transfer; (v) such conveyance the Seller shall have received and delivered to the Note Issuer and the Indenture Trustee: (i) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) to the effect that the Note Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Notes will be treated as debt of the Note Issuer's sole owner for United States federal income tax purposes; (ii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of the Notes will not result in gross income to the Seller; and (iii) in the case of a subsequent issuance of Notes only, an adverse opinion of outside tax consequence counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that such issuance will not adversely affect the characterization of any then outstanding Notes as obligations of the Note Issuer's sole owner. The opinion of outside tax counsel described in clause (i) may, if the TrustSeller so chooses, be conditioned on the Noteholders receipt by the Seller of one or more letter rulings from the Certificateholders;Internal Revenue Service and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to assume the truthfulness, correctness and completeness of all representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings. (vi) as of such Subsequent Sale Transfer Date, no breach by the Seller of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Transfer Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Indenture Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the The Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the first priority perfected security interest of the Note Indenture Trustee in the Subsequent Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller CPL pursuant to a Subsequent the Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller CPL Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Transfer Date: (i) the Seller CPL shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written noticean Addition Notice, which shall be given not later than 10 days prior to the related Subsequent Sale Transfer Date, specifying the Subsequent Sale Transfer Date for such Subsequent Transition Property and the aggregate amount of the FTA Transition Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller Securitization Law, the Sale Agreement and the Note Issuer related Financing Order shall be in full force and effect and a filing shall have delivered been made pursuant to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form Section 39.309(D) of the Sale AgreementSecuritization Law; (iii) as of such Subsequent Sale Transfer Date, the Seller CPL was not insolvent and will not have been made insolvent by such sale and transfer and the Seller CPL is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyancesale and transfer; (v) such conveyance CPL shall have delivered to the Note Issuer and the Indenture Trustee an opinion of outside tax counsel and/or a ruling from the Internal Revenue Service (as selected by, and in form and substance reasonably satisfactory to, CPL) to the effect that, for federal income tax purposes (i) the PUCT's issuance of the Financing Order authorizing the collection of the TCs will not result in an adverse tax consequence gross income to CPL and the Notes will be obligations of CPL, and (ii) the assignment pursuant to the Note Issuer, Sale Agreement will not adversely affect the Trust, characterization of the Noteholders or the Certificateholdersthen Outstanding Notes as obligations of CPL; (vi) as of such Subsequent Sale Transfer Date, no breach by the Seller CPL of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Transfer Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Indenture Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the Seller CPL and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the first perfected security interest of the Note Indenture Trustee in the Subsequent Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller Grantee pursuant to a Subsequent Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Grantee Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Date: (i) the Seller Grantee shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written notice, which shall be given not later than 10 days prior to the related Subsequent Sale Date, specifying the Subsequent Sale Date for such Subsequent Transition Property and the aggregate amount of the FTA Charges IFCs related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; ; (ii) ComEd, the Seller Grantee and the Note Issuer shall have delivered to the Note Indenture Trustee a duly executed Subsequent Grant Agreement in substantially the form of the Grant Agreement and a duly executed Subsequent Sale Agreement in substantially the form of the Sale Agreement; Agreement and a filing shall have been made pursuant to Section 18-107 of the Funding Law; (iii) as of such Subsequent Sale Date, the Seller Grantee was not insolvent and will not have been made insolvent by such transfer and the Seller Grantee is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyance; (v) such conveyance will not result in an adverse tax consequence to the Note Issuer, the Trust, the Noteholders or the Certificateholders; (vi) as of such Subsequent Sale Date, no breach by the Seller of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain first perfected security interest of the Note Trustee in the Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- ------------------------------------------ Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Date: (i) the Seller shall have provided the Note Issuer, the Note Trustee and the Rating Agencies with written notice, which shall be given not later than 10 days prior to the related Subsequent Sale Date, specifying the Subsequent Sale Date for such Subsequent Transition Property and the aggregate amount of the FTA Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller and the Note Issuer shall have delivered to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form of the Sale Agreement; (iii) as of such Subsequent Sale Date, the Seller was not insolvent and will not have been made insolvent by such transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyance; (v) such conveyance will not result in an adverse tax consequence to the Note Issuer, the Trust, the Noteholders or the Certificateholders; (vi) as of such Subsequent Sale Date, no breach by the Seller of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain first perfected security interest of the Note Trustee in the Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent the Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Transfer Date: (i) the Seller shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written noticean Addition Notice, which shall be given not later than 10 days prior to the related Subsequent Sale Transfer Date, specifying the Subsequent Sale Transfer Date for such Subsequent Transition Property and the aggregate amount of the FTA Transition Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller Securitization Law, the Sale Agreement and the Note Issuer related Financing Order shall be in full force and effect and a filing shall have delivered been made pursuant to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form Section 39.309(d) of the Sale AgreementSecuritization Law; (iii) as of such Subsequent Sale Transfer Date, the Seller was not insolvent and will not have been made insolvent by such sale and transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyancesale and transfer; (v) such conveyance the Seller shall have received and delivered to the Note Issuer and the Indenture Trustee: (i) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) to the effect that the Note Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Notes will be treated as debt of the Note Issuer's sole owner for United States federal income tax purposes, (ii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of the Notes will not result in gross income to the Seller, and (iii) in the case of a subsequent issuance of Notes only, an adverse opinion of outside tax consequence counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Note Issuer and the Indenture Trustee) to the effect that such issuance will not adversely affect the characterization of any then outstanding Notes as obligations of the Note Issuer's sole owner. The opinion of outside tax counsel described above may, if the TrustSeller so chooses, be conditioned on the Noteholders receipt by the Seller of one or more letter rulings from the CertificateholdersInternal Revenue Service and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings; (vi) as of such Subsequent Sale Transfer Date, no breach by the Seller of its representations, warranties or covenants in the Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Transfer Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Indenture Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the The Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the first priority perfected security interest of the Note Indenture Trustee in the Subsequent Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller pursuant to a Subsequent Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Transfer Date: (i) the Seller shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written noticean Addition Notice, which shall be given not later than 10 days prior to the related Subsequent Sale Transfer Date, specifying the Subsequent Sale Transfer Date for such Subsequent Transition Property and the aggregate amount of the FTA Transition Charges related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) the Seller Securitization Law, such Sale Agreement and the Note Issuer related Financing Order shall be in full force and effect and a filing shall have delivered been made pursuant to the Note Trustee a duly executed Subsequent Sale Agreement in substantially the form Section 39.309(d) of the Sale AgreementSecuritization Law; (iii) as of such Subsequent Sale Transfer Date, the Seller was not insolvent and will not have been made insolvent by such sale and transfer and the Seller is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyancesale and transfer; (v) the Seller shall have received and delivered to the Issuer and the Indenture Trustee: (i) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Bonds issued in connection with the purchase of such conveyance Subsequent Transition Property will be treated as debt of the Issuer's sole owner for United States federal income tax purposes, (ii) an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) or, if the Seller so chooses, a ruling from the Internal Revenue Service, in either case to the effect that, for United States federal income tax purposes, the issuance of such Bonds will not result in an adverse tax consequence gross income to the Note Seller, and (iii) in the case of a subsequent issuance of such Bonds only, an opinion of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that such issuance will not adversely affect the characterization of any such Bonds then Outstanding as obligations of the Issuer's sole owner. The opinion of outside tax counsel described above may, if the TrustSeller so chooses, be conditioned on the Noteholders receipt by the Seller of one or more letter rulings from the CertificateholdersInternal Revenue Service and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings; (vi) as of such Subsequent Sale Transfer Date, no breach by the Seller of its representations, warranties or covenants in the such Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Transfer Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes Bonds intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfiedsatisfied or waived; (viii) the Note Issuer shall have delivered to the Note Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Indenture Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the The Seller and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the first priority perfected security interest of the Note Indenture Trustee in the Subsequent Transition Property and the proceeds thereof.

Purchase of Subsequent Transition Property. (a) The ------------------------------------------- Note Issuer may from time to time purchase Subsequent Transition Property from the Seller Grantee pursuant to a Subsequent Sale Agreement, subject to the conditions specified in paragraph (b) below. (b) The Note Issuer shall be permitted to purchase from the Seller Grantee Subsequent Transition Property and the proceeds thereof only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Sale Date: (i) the Seller Grantee shall have provided the Note Issuer, the Note Indenture Trustee and the Rating Agencies with written notice, which shall be given not later than 10 days prior to the related Subsequent Sale Date, specifying the Subsequent Sale Date for such Subsequent Transition Property and the aggregate amount of the FTA Charges IFCs related to such Subsequent Transition Property, and shall have provided any information reasonably requested by any of the foregoing Persons with respect to the Subsequent Transition Property then being conveyed to the Note Issuer; (ii) ComEd, the Seller Grantee and the Note Issuer shall have delivered to the Note Indenture Trustee a duly executed Subsequent Grant Agreement in substantially the form of the Grant Agreement and a duly executed Subsequent Sale Agreement in substantially the form of the Sale AgreementAgreement and a filing shall have been made pursuant to Section 18-107 of the Funding Law; (iii) as of such Subsequent Sale Date, the Seller Grantee was not insolvent and will not have been made insolvent by such transfer and the Seller Grantee is not aware of any pending insolvency with respect to itself; (iv) the Rating Agency Condition shall have been satisfied with respect to such conveyance; (v) such conveyance will not result in an adverse tax consequence ComEd shall have delivered to the Grantee, the Note Issuer, the TrustDelaware Trustee and the Indenture Trustee an opinion of independent tax counsel and/or a ruling from the Internal Revenue Service (as selected by, and in form and substance reasonably satisfactory to, ComEd) to the effect that, for federal income tax purposes (i) the ICC's issuance of the Subsequent Funding Order creating and establishing the Subsequent Transition Property in the Grantee, and the assignment pursuant to such Subsequent Sale Agreement of such Subsequent Transition Property, will not result in gross income to the Grantee, the Noteholders Note Issuer or ComEd, and the Certificateholdersfuture revenues relating to the Subsequent Transition Property and the assessment of the IFCs authorized in such Subsequent Funding Order (except for revenue related to certain lump-sum payments) will be included in ComEd's gross income in the year in which the related electrical service is provided to Customers, and (ii) the assignment pursuant to such Subsequent Sale Agreement will not adversely affect the characterization of the then Outstanding Notes as obligations of ComEd; (vi) as of such Subsequent Sale Date, no breach by the Seller ComEd of its representations, warranties or covenants in the related Subsequent Grant Agreement and no breach by the Grantee of its representations, warranties or covenants in the related Subsequent Sale Agreement and no Servicer Default shall exist; (vii) as of such Subsequent Sale Date, the Note Issuer shall have sufficient funds available to pay the purchase price for the Subsequent Transition Property to be conveyed on such date and all conditions to the issuance of one or more Series of Notes intended to provide such funds set forth in Section 2.10 of this Indenture shall have been satisfied; (viii) the Note Issuer shall have delivered to the Note Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (b); (A) the Note Issuer shall have delivered to the Rating Agencies any Opinions of Counsel requested by the Rating Agencies and (B) the Note Issuer shall have delivered to the Note Indenture Trustee the Opinion of Counsel required by Section 3.06(c) of this Indenture; and (x) subject to any statutory lien under Section 843(g) of the PU Code, the Seller Grantee and the Note Issuer shall have taken any action required to maintain the first perfected ownership interest of the Note Issuer in the Subsequent Transition Property and the proceeds thereof, and the Note Issuer shall have taken any action required to maintain the first perfected security interest of the Note Indenture Trustee in the Subsequent Transition Property and the proceeds thereof.