Common use of Transition Property Clause in Contracts

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 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, in or 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 right in 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 any 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 BondholdersBondholders issued by the Issuer and secured by the Series 2003-1 Transition Property).

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, in or to or under the Series 20032004-1 Transition Property to which a security interest could attach because (i) it has sold, transferred, assigned, set over and conveyed all right, title right in and interest in, to and under the Series 20032004-1 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 any 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 20032004-1 Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Series 20032004-1 Transition Property to the Issuer, the Seller hereby grants a security interest in the Series 20032004-1 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 20032004-1 BondholdersBondholders issued by the Issuer and secured by the Series 2004-1 Transition Property).

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).. (b) Subject to Section 2.03, the Issuer does hereby purchase the Series 2003-1 Transition Property from the Seller for the consideration set forth in Section 2.01(a) above. SECTION 2.02

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 20032004-1 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 20032004-1 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 20032004-1 Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Series 20032004-1 Transition Property to the Issuer, the Seller hereby grants a security interest in the Series 20032004-1 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 20032004-1 Bondholders).

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, in or 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 right in 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 any 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 BondholdersBondholders issued by the Issuer and secured by the Series 2003-1 Transition Property). 24 <PAGE> 3. Subject to the satisfaction of the conditions specified in Section 2.03 of the Sale Agreement, the Issuer does hereby purchase the Series 2003-1 Transition Property from the Seller for the consideration set forth in paragraph 2 above. 4. The Seller and the Issuer each acknowledge and agree that the purchase price for the Series 2003-1 Transition Property sold pursuant to this Xxxx of Sale and the Sale Agreement is equal to its fair market value at the time of sale. 5. The Seller confirms that each of the representations and warranties on the part of the Seller contained in the Sale Agreement are true and correct in all respects on the date hereof as if made on the date hereof. 6. This Xxxx of Sale may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 7. THIS XXXX OF SALE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.