Transition Property. Section 1.01
Transition Property. The Seller and the Issuer agree that after giving effect to the sale, transfer, assignment, setting over and conveyance contemplated hereby the Seller has no right, title or interest in, to or under the Series 2003-1 Transition Property to which a security interest could attach because (i) it has sold, transferred, assigned, set over and conveyed all right, title and interest in, to and under the Series 2003-1 Transition Property to the Issuer, (ii) as provided in Section 39.304 of the Securitization Law, such rights are only contract rights until the time of such sale, transfer, assignment, setting over and conveyance and (iii) as provided in Section 39.309(c) of the Securitization Law, appropriate notice has been filed and such sale transfer assignment, setting over and conveyance is perfected against all third parties, including subsequent judicial or other lien creditors. If such sale, transfer, assignment, setting over and conveyance is held by a court of competent jurisdiction not to be a true sale as provided in Section 39.308 of the Securitization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest (within the meaning of the Securitization Law and the UCC) in the Series 2003-1 Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Series 2003-1 Transition Property to the Issuer, the Seller hereby grants a security interest in the Series 2003-1 Transition Property to the Issuer (and, to the extent necessary to qualify the grant as a security interest under the Securitization Law, to the Indenture Trustee for the benefit of the Series 2003-1 Bondholders).
Transition Property. The representations and warranties shall survive the sale and transfer of Series 2003-1 Transition Property to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture. The Seller agrees that the Issuer will have the right to assign the right to enforce the following representations and warranties to the Indenture Trustee for the benefit of the Series 2003-1
Transition Property. On the Closing Date, immediately prior to the sale of the Series 2003-1 Transition Property hereunder, the Seller owns the rights and interests under the Financing Order free and clear of all Liens and rights of any other Person, and no offsets, defenses or counterclaims exist or have been asserted with respect thereto.
Transition Property. The Servicer shall provide to the Series 2004-1 Holders and the Indenture Trustee access to the Series 2004-1 Transition Property Records in such cases where the Series 2004-1 Holders and the Indenture Trustee shall be required by applicable law to be provided access to such records. Access shall be afforded without charge, but only upon reasonable request and during the Servicer's normal business hours at the respective offices of the Servicer. Nothing in this Section 6.08 shall affect the obligation of the Servicer to observe any applicable law (including any PUCT Regulation) prohibiting disclosure of information regarding Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section.
Transition Property. Upon the effectiveness of the Financing Order, the Series 2003-1 Issuance Advice Letter and xxx Xxxxxx xxxx respect to the Series 2003-1 Transition Property and the transfer of the Series 2003-1 Transition Property pursuant to this Agreement:
Transition Property. Custody of the Series 2003-1 Transition Property Records To assure uniform quality in servicing the Series 2003-1 Transition Property and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer and the Indenture Trustee as custodian of any and all documents and records that the Seller shall keep on file, in accordance with its customary procedures, relating to the Series 2003-1 Transition Property, including copies of the Financing Order, any Issuance Advice Letters, Tariff and Amendatory Tariffs relating thereto and all Series 2003-1 Transition Property Records which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer with respect to all Series 2003-1 Transition Property.
Transition Property. In consideration of the Issuer's delivery to or upon the order of the Seller of $500,000,000, subject to the conditions specified in Section 2.03, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse or warranty, except as set forth herein, all right, title and interest of the Seller in, to and under the Series 2003-1 Transition Property (such sale, transfer, assignment, setting over and conveyance of the Series 2003-1 Transition Property includes, to the fullest extent permitted by the Securitization Law, the right to impose, collect and receive Series 2003-1 Transition Charges and the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Charges related to the Series 2003-1 Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 39.308 of the Securitization Law, shall be treated as an absolute transfer of all of the Seller's right, title and interest in, to and under (as in a true sale), and not as a pledge or other financing of, the Series 2003-1
Transition Property. The obligation of the Issuer to purchase Series 2003-1 Transition Property on the Closing Date shall be subject to the satisfaction or waiver by the Issuer of each of the following conditions: 3 <PAGE> (a) on or prior to the Closing Date, the Seller shall have delivered to the Issuer a duly executed Xxxx of Sale identifying the Series 2003-1 Transition Property to be conveyed on the Closing Date; (b) on or prior to the Closing Date, the Seller shall have received the Financing Order creating the Series 2003-1 Transition Property; (c) as of the Closing Date, (i) the Issuer shall have sufficient funds available to pay the purchase price for the Series 2003-1 Transition Property and (ii) all conditions to the issuance of the Series 2003-1 Bonds to set forth in the Indenture shall have been satisfied or waived; (d) on or prior to the Closing Date, the Seller shall have taken all action required to transfer to the Issuer ownership of the Series 2003-1 Transition Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Indenture; and the Issuer or the Servicer on behalf of the Issuer, shall have taken any action required for the Issuer to grant to the Indenture Trustee a first priority perfected security interest in the Series 2003-1 Collateral and maintain such security interest as of such date; (e) the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies; (f) 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 Series 2003-1 Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes and (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 the Series 2003-1 Bonds will not result in gross income to the Seller. The opinions of outside tax counsel described above may, if the Seller so chooses, ...
Transition Property. Upon the effectiveness of the Financing Order, the Series 0000-0 Xxxxxxxx Advice Letter and the Tariff with respect to the Series 2003-1 Transition Property and the transfer of the Series 2003-1 Transition Property pursuant to this Agreement: (i) the rights and interests of the Seller under the Financing Order, including the right to impose, collect and receive the Series 2003-1 Transition Charges authorized in the Financing Order, will become Transition Property; (ii) the Series 2003-1 Transition Property will constitute a present property right vested in the Issuer; (iii) the Series 2003-1 Transition Property will include (A) the right, title and interest of the Seller in, to and under the Financing Order and the Series 2003-1 Transition Charges and (B) the right to obtain periodic adjustments (with respect to adjustments, in the manner and with the effect provided in Section 4.01(b) of the Servicing Agreement) of the Series 2003-1 Transition Charges; (iv) the owner of the Series 2003-1 Transition Property will be legally entitled to xxxx Series 2003-1 Transition Charges and collect payments in respect of the Series 2003-1 Transition Charges in the aggregate sufficient to pay the interest on and principal of the Series 2003-1 Bonds in accordance with the Indenture, to pay the Indenture Trustee's and the Independent Managers' fees and other charges and the fees and expenses of servicing the Series 2003-1 Bonds, to replenish the Series 2003-1 Capital Subaccount to the respective Required Capital Level and to fund the Series 2003-1 Overcollateralization Subaccount to the respective Required Overcollateralization Level until the Series 2003-1 Bonds are paid in full or until the last date permitted for the collection of payments in respect of the Series 2003-1 Transition Charge under the Financing Order, whichever is earlier and the Customer class allocation percentages in the Financing Order do not prohibit the owner of the Series 2003-1 Transition Property from obtaining adjustments and effecting allocations to the Series 2003-1 Transition Charges in order to collect payments of such amounts; and (v) the Series 2003-1 Transition Property is not subject to any Lien other than the lien created by the Indenture.
