EXHIBIT 10.1
TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT
between
CL&P FUNDING LLC
Note Issuer
and
THE CONNECTICUT LIGHT AND POWER COMPANY
Seller
Dated as of March 30, 2001
This TRANSITION PROPERTY PURCHASE and SALE AGREEMENT, dated as of March
30, 2001, is between CL and P Funding LLC, a Delaware limited liability
company (the "Note Issuer"), and The Connecticut Light and Power Company, a
Connecticut corporation (together with its successors in interest to the
extent permitted hereunder, the "Seller").
RECITALS
WHEREAS, the Note Issuer desires to purchase the Transition Property (as
defined herein) created pursuant to the Statute and the Financing Order
(each as defined herein); and
WHEREAS, the Seller is willing to sell the Transition Property to the
Note Issuer.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
Article 1
DEFINITIONS
Section 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:
"Administration Agreement" means the Administration Agreement dated as
of March 30, 2001 between The Connecticut Light and Power Company, as
Administrator, and the Note Issuer, as amended and supplemented from time
to time.
"Agreement" means this Transition Property Purchase and Sale Agreement,
as amended and supplemented from time to time.
"Authorized Officer" means an officer of the Seller listed on the list
of Authorized Officers delivered by the Seller to the Note Trustee and the
Certificate Trustee on the date of issuance of the Certificates (as such list
may be modified or supplemented by the Seller from time to time).
"Back-Up Security Interest" has the meaning specified in Section 2.01.
"Basic Documents" means, collectively, this Agreement, the Note
Indenture, the Declaration of Trust, the Certificate Indenture, the Servicing
Agreement, the Administration Agreement, the Note Purchase Agreement, the
Underwriting Agreement, the Fee and Indemnity Agreement, the Inter-Creditor
Agreement and the Swap Agreement.
"Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions or trust companies in New York, New York,
Hartford, Connecticut or Wilmington, Delaware are authorized or obligated by
law, regulation or executive order to remain closed.
"Certificate Indenture" means the Certificate Indenture dated as of
March 30, 2001, between the Certificate Issuer and the Certificate Trustee,
as amended and supplemented from time to time.
"Certificate Trustee" means the Person acting as trustee under the
Certificate Indenture.
"Certificateholders" has the meaning specified in Section 1.01(a) of the
Certificate Indenture.
"Certificates" means the Connecticut RRB Special Purpose Trust CL and P-
1 Rate Reduction Certificates issued under the Certificate Indenture.
"Class A-4 Swap Agreement" has the meaning specified in Section 1.01 of
the Certificate Indenture.
"Class A-4 Swap Counterparty" has the meaning specified in Section 1.01
of the Certificate Indenture.
"Closing Date" means March 30, 2001.
"Collection Account" has the meaning specified in Section 8.02(a) of the
Note Indenture.
"Corporate Trust Office" has the meaning specified in Section 1.01(a) of
the Note Indenture.
"CTA" means the "competitive transition assessment" as defined in the
Statute.
"Date of Breach" means, with respect to the repurchase obligation
specified in Section 5.01(b), the date of a breach of a representation or
warranty that triggers such repurchase obligation.
"Declaration of Trust" means the Declaration of Trust dated as of March
23, 2001, among the Finance Authority and the Delaware Trustee, as amended
and supplemented from time to time.
"Delaware Trustee" means the Person acting as trustee under the
Declaration of Trust.
"DPUC" means the Connecticut Department of Public Utility Control and
any successor thereto.
"DPUC Regulations" has the meaning specified in Section 1.01 of the
Servicing Agreement.
"Fee and Indemnity Agreement" means the Fee and Indemnity Agreement
dated as of March 30, 2001 among the Note Issuer, the Delaware Trustee, the
Certificate Trustee, the Trust and the Finance Authority, as amended and
supplemented from time to time.
"Finance Authority" means, the State of Connecticut, acting through the
office of the State Treasurer.
"Financing Order" means the order of the DPUC, issued on November 8,
2000 and supplemented on December 12, 2000 and March 12, 2001 in DPUC-00-
05-01.
"Fitch" means Fitch, Inc. or its successor.
"Indemnified Person" has the meaning specified in Section 5.01(c),
Section 5.01(d), Section 5.01(e) or in Section 5.01(h), for the purposes set
forth therein.
"Inter-Creditor Agreement" means the Inter-Creditor Agreement dated as
of March 30, 2001 among Citicorp North America, Inc., Citibank, N.A., the
Seller, the Note Trustee, the Note Issuer and CL and P Receivables
Corporation, as amended, supplemented or modified from time to time.
"Issuance Advice Letter" means the initial Issuance Advice Letter, dated
March 28, 2001, filed with the DPUC by the Seller pursuant to the Financing
Order.
"Lien" means a security interest, lien, charge, pledge or encumbrance of
any kind.
"Losses" has the meaning specified in Section 5.01(e).
"Moody's" means Xxxxx'x Investors Service, Inc. or its successor.
"Note Indenture" means the Note Indenture dated as of March 30, 2001,
between the Note Issuer and the Note Trustee, as amended and supplemented
from time to time.
"Note Issuer" has the meaning set forth in the preamble of this
Agreement.
"Note Purchase Agreement" means the Note Purchase Agreement dated as of
March 30, 2001 between the Note Issuer and the Trust, as amended and
supplemented from time to time.
"Note Register" has the meaning specified in Section 2.05 of the Note
Indenture.
"Note Trustee" means the Person acting as trustee under the Note
Indenture.
"Noteholder" or "Holder" means the Person in whose name a Note is
registered on the Note Register.
"Notes" means the CL and P Funding LLC Notes issued under the Note
Indenture.
"Officer's Certificate" means a certificate signed by the chairman of
the board, the chief executive officer, the president, the vice chairman of
the board, any vice president, the treasurer, any assistant treasurer, the
secretary, any assistant secretary, the controller or the finance manager of
the Seller.
"Operating Expense" has the meaning specified in Section 1.01(a) of the
Note Indenture.
"Opinion of Counsel" means one or more written opinions of counsel who
may be an employee of or counsel to the party providing such opinion of
counsel, which counsel shall be reasonably acceptable to the party receiving
such opinion of counsel.
"Outstanding Amount" has the meaning specified in Section 1.01(a) of the
Note Indenture.
"Overcollateralization Subaccount" has the meaning specified in Section
8.02(a) of the Note Indenture.
"Person" means any individual, corporation, limited liability company,
estate, partnership, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.
"Rating Agencies" means, collectively, S and P, Moody's and Fitch.
"Repurchase Date" means the date that is five Business Days after the
date that is (i) if the terms of Section 5.01(b)(i)(A) and Section
5.01(b)(i)(B)(2) are applicable, two Business Days after the Date of Breach
if the Seller fails to make the deposit required by Section 5.01(b)(i)(B)(2)
or 90 days after the Date of Breach if the Seller makes the deposit required
by Section 5.01(b)(i)(B)(2); (ii) if the terms of Section 5.01(b)(ii) are
applicable, 90 days after the Date of Breach; and (iii) if the terms of
Section 5.01(b)(i)(A) and Section 5.01(b)(i)(B)(1) are applicable, 90 days
after the Date of Breach.
"Repurchase Price" has the meaning specified in Section 5.01(b)(i).
"Required Overcollateralization Level" has the meaning specified in
Section 1.01(a) of the Note Indenture.
"RRB Charge" means the portion (which may become all) of the Seller's
CTA designated pursuant to the Financing Order as the RRB Charge, as the same
may be adjusted from time to time as provided in the Financing Order, and
may in the future include a pro rata component of any exit fee collected
pursuant to Section 16-245w of the Connecticut General Statutes.
"RRB Charge Collections" has the meaning specified in Section 1.01 of
the Servicing Agreement.
"Seller" has the meaning set forth in the preamble of this Agreement.
"Servicer Default" means an event specified in Section 7.01 of the
Servicing Agreement.
"Servicing Agreement" means the Transition Property Servicing Agreement
dated as of March 30, 2001 between The Connecticut Light and Power Company,
as Servicer, and the Note Issuer, as amended and supplemented from time to
time.
"S and P" means Standard and Poor's Ratings Services, a division of
The McGraw Hill Companies, Inc. or its successor.
"State Treasurer" means the Treasurer of the State of Connecticut.
"Statute" means Connecticut General Statutes 16-245e through and
including 16-245k.
"Swap Agreement" means any interest rate swap agreement entered into by
the Certificate Issuer with respect to any class of Certificates, including,
without limitation, the ISDA Master Agreement and the related Schedule and
Confirmation between the Certificate Issuer and a swap counterparty, as same
may be amended or supplemented from time to time.
"Swap Counterparty" has the meaning specified in Section 1.01 of the
Certificate Indenture.
"Transition Property" means the transition property that exists under
Order 6 of Exhibit C to the Financing Order, including, without limitation,
and as provided therein, the RRB Charge included in special contract
customer rates.
"Trust" or "Certificate Issuer" means Connecticut RRB Special Purpose
Trust CL and P-1, a Delaware business trust.
"Underwriting Agreement" means the Underwriting Agreement dated as of
March 27, 2001 among The Connecticut Light and Power Company, the Note
Issuer and the underwriters named therein.
Section 1.02. Other Definitional Provisions.
(a) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant
hereto unless otherwise defined therein.
(b) The words "hereof," "herein," "hereunder" and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; Section, Schedule and
Exhibit references contained in this Agreement are references to Sections,
Schedules and Exhibits in or to this Agreement unless otherwise specified;
and the term "including" shall mean "including without limitation".
(c) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms.
Article 2
CONVEYANCE OF TRANSITION PROPERTY
Section 2.01. Conveyance of Transition Property. In consideration of
the Note Issuer's delivery to or upon the order of the Seller of
1,431,369,048.94 dollars net of underwriting discounts and commissions,
original issue discount, if any, and other fees and expenses, the Seller
does hereby irrevocably sell, transfer, assign, set over and otherwise
convey to the Note Issuer, WITHOUT RECOURSE OR WARRANTY, except as
specifically set forth herein, all right, title and interest of the Seller
in and to the Transition Property (such sale, transfer, assignment, setting
over and conveyance of the Transition Property includes, to the fullest
extent permitted by the Statute, the assignment of all revenues, collections,
claims, payments, money or proceeds of or arising from the RRB Charge
pursuant to the Financing Order) and copies of all books and records
related thereto. Such sale, transfer, assignment, setting over and
conveyance is hereby expressly stated to be a sale and , pursuant to Section
16-245k(h) of the Statute, shall be treated as an absolute transfer of all of
the Seller's right, title and interest in (as in a true sale), and not as a
pledge or other financing of, the Transition Property. If such sale,
transfer, assignment, setting over and conveyance is held by any court of
competent jurisdiction not to be a true sale as provided in Section 16-
245k(h) of the Statute, then such sale, transfer, assignment, setting over
and conveyance shall be treated as the creation of a security interest in
the Transition Property and , without prejudice to its position that it has
absolutely transferred all of its rights in the Transition Property
(including, to the fullest extent permitted by the Statute, the assignment of
all revenues, collections, claims, payments, money or proceeds of or arising
from the RRB Charge pursuant to the Financing Order) to the Note Issuer, the
Seller hereby grants a security interest in the Transition Property to the
Note Issuer (the "Back-Up Security Interest"). Such sale, transfer,
assignment, setting over and conveyance of the Transition Property includes
the right to use the Seller's computer software system to access and create
copies of all books and records related to the Transition Property.
Article 3
REPRESENTATIONS and WARRANTIES OF SELLER
Subject to Section 3.09 hereof, the Seller makes the following
representations and warranties, as of the Closing Date, on which the Note
Issuer has relied in acquiring the Transition Property.
Section 3.01. Organization and Good Standing. The Seller is duly
organized and validly existing as a corporation in good standing under the
laws of the State of Connecticut, with the requisite corporate power and
authority to own its properties as such properties are currently owned and
to conduct its business as such business is now conducted by it, and has the
requisite corporate power and authority to own the Transition Property.
Section 3.02. Due Qualification. The Seller is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall require
such qualifications, licenses or approvals (except where the failure to so
qualify or obtain such licenses and approvals would not be reasonably likely
to have a material adverse effect on the Seller's business, operations,
assets, revenues or properties).
Section 3.03. Power and Authority. The Seller has the requisite
corporate power and authority to execute and deliver this Agreement and to
carry out its terms; and the execution, delivery and performance of this
Agreement have been duly authorized by all necessary corporate action on the
part of the Seller.
Section 3.04. Binding Obligation. This Agreement constitutes a legal,
valid and binding obligation of the Seller enforceable against it in
accordance with its terms, subject to applicable insolvency, reorganization,
moratorium, fraudulent transfer and other laws relating to or affecting
creditors' or secured parties' rights generally from time to time in effect
and to general principles of equity (including concepts of materiality,
reasonableness, good faith and fair dealing), regardless of whether
considered in a proceeding in equity or at law.
Section 3.05. No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do
not: (i) conflict with or result in any breach of any of the terms and
provisions of, nor constitute (with or without notice or lapse of time) a
default under, the articles of organization or by-laws of the Seller, or any
material indenture, agreement or other instrument to which the Seller is a
party or by which it is bound; (ii) result in the creation or imposition of
any Lien upon any of the Seller's properties pursuant to the terms of any
such indenture, agreement or other instrument (other than any Lien that may
be granted under the Basic Documents or any Lien created pursuant to Section
245k(g) of the Statute); or (iii) violate any existing law or any existing
order, rule or regulation applicable to the Seller of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or its properties.
Section 3.06. No Proceedings. There are no proceedings pending and ,
to the Seller's knowledge, there are no proceedings threatened and , to the
Seller's knowledge, there are no investigations pending or threatened, before
any court, federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Seller or its
properties involving or relating to the Seller or the Note Issuer or, to the
Seller's knowledge, any other Person: (i) asserting the invalidity of this
Agreement, any of the other Basic Documents, the Notes, the Certificates, the
Statute or the Financing Order, (ii) seeking to prevent the issuance of the
Notes or the Certificates or the consummation of any of the transactions
contemplated by this Agreement or any of the other Basic Documents, (iii)
seeking any determination or ruling that might materially and adversely
affect the performance by the Seller of its obligations under, or the
validity or enforceability of, this Agreement, any of the other Basic
Documents, the Notes or the Certificates or (iv) seeking to adversely affect
the federal or state income tax classification of the Notes or the
Certificates as debt.
Section 3.07. Approvals. No approval, authorization, consent, order or
other action of, or filing with, any court, federal or state regulatory body,
administrative agency or other governmental instrumentality is required in
connection with the execution and delivery by the Seller of this Agreement,
the performance by the Seller of the transactions contemplated hereby or the
fulfillment by the Seller of the terms hereof, except those that have been
obtained or made and those that the Seller, in its capacity as Servicer
under the Servicing Agreement, is required to make in the future pursuant to
the Servicing Agreement and post closing filings required in connection
therewith.
Section 3.08. The Transition Property.
(a) Title. It is the intention of the parties hereto that the transfer
and assignment herein contemplated constitute a sale of the Transition
Property from the Seller to the Note Issuer and that no interest in, or
title to, the Transition Property shall be part of the Seller's estate in the
event of the filing of a bankruptcy petition by or against the Seller under
any bankruptcy law. No portion of the Transition Property has been sold,
transferred, assigned or pledged by the Seller to any Person other than the
Note Issuer. On the Closing Date, immediately upon the sale hereunder, the
Seller has transferred, sold and conveyed the Transition Property to the
Note Issuer, free and clear of all Liens, except for any Lien created
pursuant to Section 16-245k(g) of the Statute and any Lien that may be
granted under the Basic Documents, and pursuant to Section 16-245k(h) of the
Statute such transfer shall be treated as an absolute transfer of all of the
Seller's right, title and interest (as in a true sale), and not as a pledge
or other financing of, the Transition Property.
(b) Transfer Filings. On the Closing Date, immediately upon the sale
hereunder, the Transition Property has been validly transferred and sold to
the Note Issuer, the Note Issuer shall own all such Transition Property free
and clear of all Liens (including the Lien of the Seller's first mortgage
indenture but excluding any Lien created pursuant to Section 16-245k(g) of
the Statute and any Lien that may be granted under the Basic Documents) and
all filings to be made by the Seller (including filings with the DPUC under
the Statute) necessary in any jurisdiction to give the Note Issuer an
ownership interest (subject to any Lien created pursuant to Section 16-
245k(g) of the Statute and any Lien that may be granted under the Basic
Documents) in the Transition Property have been made. No further action is
required to maintain such ownership interest (subject to any Lien created
pursuant to Section 16-245k(g) of the Statute and any Lien that may be
granted under the Basic Documents). Filings have also been made to the
extent required by Connecticut General Statutes Section 42a-9-204, 42a-9-205,
42a-9-401, 42a-9-402 and 42a-9-403 to perfect the Back-Up Security Interest
granted by the Seller to the Note Issuer (subject to any Lien created
pursuant to Section 16-245k(g) of the Statute and any Lien that may be
granted under the Basic Documents).
(c) Financing Order and Issuance Advice Letter; Other Approvals. On
the Closing Date, under the laws of the State of Connecticut and the United
States in effect on the Closing Date, (i) the Financing Order pursuant to
which the Transition Property has been created is in full force and effect;
(ii) the Certificateholders are entitled to the protections of the Statute
and , accordingly, the Financing Order is not revocable by the DPUC; (iii)
the State of Connecticut may neither limit nor alter the CTA, the Transition
Property, or the Financing Order and all rights thereunder until the
Certificates, together with interest thereon, are fully met and discharged,
absent a demonstration that an impairment is narrowly-tailored and is
necessary to advance an important public interest, such as responding to a
"great public calamity;" provided that the State of Connecticut is not
precluded from such limitation or alteration if and when adequate provision
shall be made by law for the protection of the owners of the Transition
Property and Certificateholders; (iv) except for periodic adjustments to the
RRB Charge required under the Statute, the DPUC shall not have authority
either by rescinding, altering, or amending the Financing Order or otherwise,
to revalue or revise for ratemaking purposes the stranded costs, or the costs
of providing, recovering, financing, or refinancing the stranded costs,
determine that the CTA is unjust or unreasonable, or in any way reduce or
impair the value of Transition Property either directly or indirectly by
taking the CTA into account when setting other rates for the Seller; nor
shall the amount of revenues arising with respect thereto be subject to
reduction, impairment, postponement, or termination; (v) the process by which
the Financing Order was adopted and approved, and the Financing Order and
Issuance Advice Letter themselves, comply with all applicable laws, rules and
regulations; (vi) the Issuance Advice Letter has been filed in accordance
with the Financing Order; (vii) no other approval, authorization, consent,
order or other action of, or filing with, any court, Federal or state
regulatory body, administrative agency or other governmental instrumentality
is required in connection with the creation or sale of the Transition
Property, except those that have been obtained or made and post closing
filings required in connection therewith and those that the Seller, in its
capacity as Servicer under the Servicing Agreement, is required to make in
the future pursuant to the Servicing Agreement; (vii) under the Statute, the
limit contained in Section 16-244c(a)(2) of the Connecticut General Statutes
on standard offer service rates may be exceeded if necessary to establish,
fix or revise the CTA (including the RRB Charge) at a level sufficient to pay
principal of and interest on the Certificates and related expenses, to pay
stranded costs that are not recovered through the issuance of rate reduction
bonds, and to pay capital costs specified in the Statute; and (viii) the
State of Connecticut, in the exercise of its executive or legislative powers,
may not repeal or amend the Statute or the Financing Order, or take any
action in contravention of the pledge by the State of Connecticut in Section
16-245j(b) of the Statute without paying just compensation to the
Certificateholders, as determined by a court of competent jurisdiction, if
this action would constitute a permanent appropriation of a substantial
property interest of Certificateholders in the Transition Property and
deprive the Certificateholders of their reasonable expectations arising from
their investments in the Certificates.
(d) Assumptions. On the Closing Date, based upon the information
available to the Seller on the Closing Date, the assumptions used in
calculating the initial RRB Charge are reasonable and are made in good
faith. Notwithstanding the foregoing, the Seller makes no representation or
warranty that the assumptions used in calculating such RRB Charge will in
fact be realized.
(e) Creation of Transition Property. Upon the effectiveness of the
Financing Order and the Issuance Advice Letter: (i) all of the Transition
Property constitutes an existing property right; (ii) the Transition Property
includes the right, title and interest in and to all revenues, collections,
claims, payments, money, or proceeds of or arising from the RRB Charge
(including, without limitation, the RRB Charge included in special contract
customer rates), as adjusted from time to time pursuant to the Financing
Order, and all rights to obtain adjustments to the RRB Charge pursuant to
the Financing Order; and (iii) the owner of the Transition Property is
legally entitled to collect payments in respect of the RRB Charge in the
aggregate sufficient to pay the interest on and principal of the Notes, to
pay the fees and expenses of servicing the Notes and the Certificates, to
replenish the Capital Subaccount to the Required Capital Level and to fund
the Overcollateralization Subaccount to the Required Overcollateralization
Level until the Notes and the Certificates are paid in full.
Notwithstanding the foregoing, the Seller makes no representation or warranty
that any amounts actually collected in respect of the RRB Charge will in fact
be sufficient to meet payment obligations with respect to the Notes and the
Certificates.
(f) Prospectus. As of the date hereof, the information describing the
Seller in "The Seller and Servicer" section of the prospectus dated March
27, 2001 offering the Notes and the Certificates is correct in all material
respects.
Section 3.09. Limitations on Representations and Warranties.
Notwithstanding any other provisions of this Agreement, the Seller will not
be in breach of any representation or warranty as a result of a change in law
by means of a legislative enactment or constitutional amendment or (if such
means become available in the future) referendum or initiative petition.
Notwithstanding anything to the contrary in this Agreement, the Seller makes
no representation or warranty that any amounts actually collected in respect
of the RRB Charge will in fact be sufficient to meet payment obligations with
respect to the Notes and the Certificates or that the assumptions used in
calculating the RRB Charge will in fact be realized nor shall the Seller be
obligated to reduce, or accept a reduction of, any rates or charges to which
it would otherwise be entitled in respect of services rendered or to be
rendered to customers in order to permit the payment of the RRB Charge.
Article 4
COVENANTS OF THE SELLER
Section 4.01. Corporate Existence. So long as any of the Notes are
outstanding, the Seller (a) will keep in full force and effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its organization and (b) will obtain and preserve its
qualification to do business, in each case to the extent that in each such
jurisdiction such existence or qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the other Basic
Documents to which the Seller is a party and each other instrument or
agreement necessary or appropriate to the proper administration of this
Agreement and the transactions contemplated hereby.
Section 4.02. No Liens. Except for the conveyances hereunder or any
Lien under Section 16-245k(g) of the Statute or for the benefit of the Note
Issuer, the Seller will not sell, pledge, assign or transfer, or grant,
create, or incur any Lien on, any of the Transition Property, or any interest
therein, and the Seller shall defend the right, title and interest of the
Note Issuer and the Note Trustee in, to and under the Transition Property
against all claims of third parties claiming through or under the Seller.
The Connecticut Light and Power Company, in its capacity as Seller, will not
at any time assert any Lien against, or with respect to, any of the
Transition Property.
Section 4.03. Delivery of Collections. If the Seller receives any
payments in respect of the RRB Charge or the proceeds thereof when it is not
acting as the Servicer, the Seller agrees to pay to the Servicer all payments
received by it in respect thereof as soon as practicable after receipt
thereof by it.
Section 4.04. Notice of Liens. The Seller shall notify the Note Issuer
and the Note Trustee promptly after becoming aware of any Lien on any of the
Transition Property, other than the conveyances hereunder, any Lien under the
Basic Documents or any Lien under Section 16-245k(g) of the Statute or for
the benefit of the Note Issuer.
Section 4.05. Compliance with Law. The Seller hereby agrees to comply
with its organizational and governing documents and all laws, treaties,
rules, regulations and determinations of any governmental instrumentality
applicable to it, except to the extent that failure to so comply would not
adversely affect the Note Issuer's or the Note Trustee's interests in the
Transition Property or under any of the other Basic Documents to which the
Seller is party or the Seller's performance of its obligations hereunder or
under any of the other Basic Documents to which it is party.
Section 4.06. Covenants Related to Notes and Transition Property.
(a) So long as any of the Notes are outstanding, the Seller shall treat
the Notes as debt of the Note Issuer and not of the Seller, except for
financial accounting or tax reporting purposes.
(b) So long as any of the Notes are outstanding, the Seller shall
indicate in its financial statements that it is not the owner of the
Transition Property and that the assets of the Note Issuer are not available
to pay creditors of the Seller or any of its Affiliates (other than the Note
Issuer).
(c) So long as any of the Notes are outstanding, the Seller shall
disclose the effects of all transactions between the Seller and the Note
Issuer in accordance with generally accepted accounting principles.
(d) So long as any of the Notes or Certificates are outstanding, the
Seller shall not own or purchase any Notes or Certificates.
(e) The Seller agrees that, upon the sale by the Seller of the
Transition Property to the Note Issuer pursuant to this Agreement, (i) to the
fullest extent permitted by law, including the Statute and applicable DPUC
Regulations, the Note Issuer shall have all of the rights originally held by
the Seller with respect to the Transition Property, including the right
(subject to the terms of the Servicing Agreement) to exercise any and all
rights and remedies to collect any amounts payable by any customer or third
party supplier in respect of the Transition Property, notwithstanding any
objection or direction to the contrary by the Seller and (ii) any payment by
any customer or third party supplier to the Note Issuer shall discharge such
customer's or third party supplier's obligations in respect of the Transition
Property to the extent of such payment, notwithstanding any objection or
direction to the contrary by the Seller.
(f) So long as any of the Notes are outstanding, (i) (A) the Seller
shall affirmatively certify and confirm that it has sold the Transition
Property to the Note Issuer (other than for financial accounting or tax
reporting purposes), and (B) the Seller shall not make any statement or
reference in respect of the Transition Property that is inconsistent with the
ownership thereof by the Note Issuer (other than for financial accounting or
tax reporting purposes), and (ii) the Seller shall not take any action in
respect of the Transition Property except solely in its capacity as the
Servicer thereof pursuant to the Servicing Agreement or as otherwise
contemplated by the Basic Documents.
Section 4.07. Protection of Title. The Seller shall execute and file
such filings, including filings with the DPUC pursuant to the Statute and
Uniform Commercial Code continuation statements, 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 preserve, maintain and protect the ownership
interest of the Note Issuer in the Transition Property, including all filings
required under the Statute relating to the transfer of the ownership interest
in the Transition Property by the Seller to the Note Issuer and the
continued perfection of such ownership interest. The Seller shall deliver
(or cause to be delivered) to the Note Issuer 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 DPUC or the State of
Connecticut of any of their obligations or duties under the Statute or the
Financing Order, 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, as
may be reasonably necessary (i) to protect the Note Issuer, the Noteholders,
the Certificateholders, the Note Trustee, the Delaware Trustee, the
Certificate Trustee, the Certificate Issuer, the State of Connecticut, the
Finance Authority, the State Treasurer, agencies of the State of Connecticut
and any of their respective affiliates, officials, officers, directors,
employees, consultants, counsel and agents 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
(ii) to block or overturn any attempts to cause a repeal of, modification of
or supplement to the Statute, the Financing Order, any Advice Letter or the
rights of Noteholders by legislative enactment or constitutional amendment
that would be adverse to the Note Issuer, the Note Trustee or the
Noteholders. If the Servicer performs its obligations under Section 5.02(d)
of the Servicing Agreement in all respects, such performance shall be deemed
to constitute performance of the Seller's obligations pursuant to the
immediately preceding sentence. In such event, the Seller agrees to assist
the Servicer as reasonably necessary to perform its obligations under Section
5.02(d) of the Servicing Agreement in all respects. The costs of any such
actions or proceedings shall be payable from RRB Charge Collections as an
Operating Expense in accordance with the priorities set forth in Section
8.02(d) of the Note Indenture. The Seller's obligations pursuant to this
Section 4.07 shall survive and continue notwithstanding the fact that the
payment of Operating Expenses pursuant to Section 8.02(d) of the Note
Indenture may be delayed (it being understood that the Seller may be required
to advance its own funds to satisfy its obligations hereunder).
Section 4.08. Nonpetition Covenants. Notwithstanding any prior
termination of this Agreement or the Note Indenture, but subject to the
DPUC's right to order the sequestration and payment of revenues arising with
respect to the Transition Property notwithstanding any bankruptcy,
reorganization or other insolvency proceedings with respect to the Seller
pursuant to Section 16-245k(e) or Section 16-245k(g) of the Statute, the
Seller shall not, prior to the date which is one year and one day after the
termination of the Note Indenture, petition or otherwise invoke or cause the
Note Issuer to invoke the process of any court or government authority for
the purpose of commencing or sustaining a case against the Note Issuer under
any Federal or state bankruptcy, insolvency or similar law, appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Note Issuer or any substantial part of the property
of the Note Issuer, or ordering the winding up or liquidation of the affairs
of the Note Issuer.
Section 4.09. Taxes. So long as any of the Notes are outstanding, the
Seller shall, and shall cause each of its subsidiaries to, pay all material
taxes, assessments and governmental charges imposed upon it or any of its
properties or assets or with respect to any of its franchises, business,
income or property before any penalty accrues thereon if the failure to pay
any such taxes, assessments and governmental charges would, after any
applicable grace periods, notices or other similar requirements, result in a
lien on the Transition Property; provided that no such tax need be paid if
the Seller or one of its subsidiaries is contesting the same in good faith by
appropriate proceedings promptly instituted and diligently conducted and if
the Seller or such subsidiary has established appropriate reserves as shall
be required in conformity with generally accepted accounting principles.
Section 4.10. Additional Sales of Transition Property. So long as any
of the Notes are outstanding, the Seller shall not sell any transition
property (as defined in the Statute) to secure another issuance of rate
reduction bonds (as defined in the Statute) if it would cause the then
existing ratings on any class of Certificates from the Rating Agencies to be
withdrawn or downgraded.
Section 4.11. Issuance Advice Letter. The Seller hereby agrees not to
withdraw the filing of the Issuance Advice Letter with the DPUC.
Section 4.12. Maintenance of Working Papers. So long as any of the
Notes are outstanding, the Seller shall keep and maintain any and all
working papers, reports and other documents used by the firm of Independent
certified public accountants in the preparation of its letter letters
delivered on the Issuance Date to the Note Issuer and the Note Trustee
pursuant to Section 2.10(g) of the Note Indenture and Section 6(k) of the
Underwriting Agreement.
Article 5
THE SELLER
Section 5.01. Liability of Seller; Indemnities.
(a) The Seller shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Seller under this
Agreement.
(b) In the event of a breach by the Seller of any representation and
warranty specified in Sections 3.08(c) or 3.08(e) that has a material adverse
effect on the Certificateholders, the Seller shall repurchase the Transition
Property from the Note Issuer at a purchase price equal to the then
outstanding principal amount of the Notes and all accrued and unpaid
interest thereon, excluding any premium or penalty of any kind (the
"Repurchase Price"), as of the Repurchase Date; provided, however, that the
Seller shall not be obligated to repurchase the Transition Property if (A)
within 90 days after the Date of Breach such breach is cured or the Seller
takes remedial action such that there is not and will not be a material
adverse effect on the Certificateholders as a result of such breach and (B)
either (1) if the Seller had, immediately prior to the Date of Breach, a long
term debt rating of at least "A3" by Moody's and "BBB" or the equivalent by
S and P or Fitch, and the Seller enters into a binding agreement with the
Note Issuer to pay any amounts necessary so that all interest payments due on
the Notes during such 90-day period will be paid in full, or (2) if the
Seller does not have such long term debt ratings, the Seller deposits, within
two Business Days after the Date of Breach, an amount in escrow with the Note
Trustee sufficient, taking into account amounts on deposit in the Collection
Account which will be available for such purpose, to pay all interest
payments which will become due on the Notes during such 90-day period.
(i) In the event of a breach by the Seller of any representation and
warranty specified in Sections 3.01, 3.03, 3.04, 3.05, 3.06, 3.08(a) or
3.08(b) that has a material adverse effect on the Certificateholders, if
within 90 days after the Date of Breach such breach has not been cured or the
Seller has not taken remedial action such that there is not and will not be
a material adverse effect on the Certificateholders as a result of such
breach, then the Seller shall repurchase the Transition Property from the
Note Issuer for the Repurchase Price on the Repurchase Date.
(ii) Notwithstanding any other provision of this Agreement, upon the
payment by the Seller of the Repurchase Price pursuant to this Section
5.01(b), neither the Note Issuer nor any other Person shall have any other
claims, rights or remedies against the Seller under, arising from or with
respect to this Agreement, except as set forth in Sections 5.01(b)(iv),
5.01(c), 5.01(d) and 5.01(h).
(iii) The Seller acknowledges that, upon the repurchase of the
Transition Property pursuant to this Section 5.01(b), the Class A-4 Swap
Agreement (as defined in the Certificate Indenture) will terminate. The
Seller will indemnify, defend and hold harmless the Class A-4 Swap
Counterparty for any Losses that may be imposed on, incurred by or asserted
against the Class A-4 Swap Counterparty as a result of such termination.
(c) Subject to Section 5.01(i), the Seller shall indemnify the Note
Issuer, the Note Trustee, the Certificate Trustee, the Delaware Trustee, the
State of Connecticut, the Finance Authority, the State Treasurer, agencies of
the State of Connecticut, the Certificate Issuer, the Noteholders, the
Certificateholders and any Swap Counterparty (each an "Indemnified Person"
for purposes of this Section 5.01(c) and Section 5.01(i)) for, and defend
and hold harmless each such Indemnified Person from and against, any and
all taxes (other than taxes imposed on Noteholders or Certificateholders
solely as a result of their ownership of Notes or Certificates, respectively)
that may at any time be imposed on or asserted against any such Person under
existing law as of the Closing Date as a result of the sale of the Transition
Property to the Note Issuer, including any sales, gross receipts, general
corporation, tangible personal property, privilege or license taxes;
provided, however, that the Noteholders, the Certificateholders and any Swap
Counterparty shall be entitled to enforce their rights against the Seller
under this Section 5.01(c) solely through a cause of action brought for their
benefit by the Note Trustee or the Certificate Trustee, as the case may be.
(d) Subject to Section 5.01(i), the Seller shall indemnify the Note
Issuer, the Note Trustee, the Certificate Trustee, the Delaware Trustee, the
State of Connecticut, the Finance Authority, the State Treasurer, agencies of
the State of Connecticut, the Certificate Issuer, the Noteholders, the
Certificateholders and any Swap Counterparty (each an "Indemnified Person"
for purposes of this Section 5.01(d) and Section 5.01(i)) for, and defend
and hold harmless each such Indemnified Person from and against, any and
all taxes that may be imposed on or asserted against any such Indemnified
Person under existing law as of the Closing Date as a result of the issuance
and sale by the Note Issuer of the Notes, the issuance and sale by the
Trust of the Certificates or the other transactions contemplated herein,
including any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes; provided, however, that the
Noteholders, the Certificateholders and any Swap Counterparty shall be
entitled to enforce their rights against the Seller under this Section
5.01(d) solely through a cause of action brought for their benefit by the
Note Trustee or the Certificate Trustee, as the case may be. The Seller
shall be reimbursed for any payments under this Section 5.01(d) from RRB
Charge Collections as an Operating Expense in accordance with the priorities
set forth in Section 8.02(d) of the Note Indenture.
(e) Subject to Section 5.01(i), the Seller shall indemnify the Note
Issuer, the Noteholders and the Certificateholders (each an "Indemnified
Person" for purposes of this Section 5.01(e) and Section 5.01(i)) for, and
defend and hold harmless each such Person from and against, any and all
liabilities, obligations, losses, actions, suits, claims, damages, payments,
costs or expenses of any kind whatsoever (collectively, "Losses") that may be
imposed on, incurred by or asserted against each such Indemnified Person as a
result of (i) the Seller's willful misconduct or negligence in the
performance of its duties or observance of its covenants under this
Agreement, or (i) the Seller's breach in any material respect of any of its
representations and warranties contained in this Agreement (other than the
representations and warranties specified in Sections 3.01, 3.03, 3.04, 3.05,
3.06, 3.08(a), 3.08(b), 3.08(c) or 3.08(e), the breach of which are subject
to the repurchase obligation set forth in Section 5.01(b)), except in the
case of both clauses (i) and (ii) to the extent of Losses either resulting
from the willful misconduct or gross negligence of such Indemnified Person or
resulting from a breach of a representation and warranty made by such
Indemnified Person in any of the Basic Documents that gives rise to the
Seller's breach; provided, however, that the Noteholders and the
Certificateholders shall be entitled to enforce their rights against the
Seller under this indemnification solely through a cause of action brought
for their benefit by the Note Trustee or the Certificate Trustee, as the case
may be; provided, further, that the Seller may, at its election and in full
satisfaction of its obligations under this Section 5.01(e), repurchase the
Transition Property at the Repurchase Price, in which case neither the Note
Issuer nor any other Person shall have any other claims, rights or remedies
against the Seller under, arising from or with respect to this Agreement,
except as set forth in Section Sections 5.01(b)(iv), 5.01(c), 5.01(d) and
5.01(h).
(f) Indemnification under Sections 5.01(c), 5.01(d), 5.01(e) and
5.01(h) shall include reasonable fees and out-of-pocket expenses of
investigation and litigation (including reasonable attorneys' fees and
expenses), except as otherwise provided in this Agreement.
(g) Without prejudice to any of the other rights of the parties, the
Seller will not be in breach of any representation or warranty as a result of
a change in law by means of a legislative enactment or constitutional
amendment or (if such means become available in the future) referendum or
initiative petition. Notwithstanding anything to the contrary in this
Agreement, the Seller makes no representation or warranty that any amounts
actually collected in respect of the RRB Charge will in fact be sufficient to
meet payment obligations with respect to the Notes and the Certificates or
that the assumptions used in calculating the RRB Charge will in fact be
realized nor shall the Seller be obligated to reduce, or accept a reduction
of, any rates or charges to which it would otherwise be entitled in respect
of services rendered or to be rendered to customers in order to permit the
payment of the RRB Charge (other than deferrals for future recovery).
(h) Subject to Section 5.01(i), the Seller shall indemnify and hold
harmless the Note Trustee, the Delaware Trustee, the Certificate Trustee, the
Certificate Issuer, any Swap Counterparty, the State of Connecticut, the
Finance Authority, the State Treasurer, agencies of the State of Connecticut
and any of their respective affiliates, officials, officers, directors,
employees, consultants, counsel and agents (each an "Indemnified Person" for
purposes of this Section 5.01(h) and Section 5.01(i)) against any and all
Losses incurred by any of such Indemnified Persons as a result of (i) the
Seller's willful misconduct or negligence in the performance of its duties or
observance of its covenants under this Agreement or (ii) the Seller's breach
in any material respect of any of its representations and warranties
contained in this Agreement, except in the case of both clauses (i) and (ii)
to the extent of Losses either resulting from the willful misconduct or gross
negligence of such Indemnified Person or resulting from a breach of a
representation or warranty made by such Indemnified Person in any of the
Basic Documents that gives rise to the Seller's breach. The indemnities
contained in this Section 5.01(h) shall survive the resignation or
termination of the Note Trustee, the Certificate Trustee or the Delaware
Trustee or the termination of this Agreement or any Swap Agreement.
(i) The Seller shall not be required to indemnify any Indemnified
Person under Sections 5.01(c), 5.01(d), 5.01(e) or 5.01(h) for any amount
paid or payable by such Indemnified Person in the settlement of any action,
proceeding or investigation without the written consent of the Seller, which
consent shall not be unreasonably withheld. Promptly after receipt by an
Indemnified Person of notice of its involvement in any action, proceeding or
investigation, such Indemnified Person shall, if a claim for indemnification
in respect thereof is to be made against the Seller under this Section 5.01,
notify the Seller in writing of such involvement. Failure by an Indemnified
Person to so notify the Seller shall relieve the Seller from the obligation
to indemnify and hold harmless such Indemnified Person under this Section
5.01 only to the extent that the Seller suffers actual prejudice as a result
of such failure. With respect to any action, proceeding or investigation
brought by a third party for which indemnification may be sought under this
Section 5.01, the Seller shall be entitled to assume the defense of any such
action, proceeding or investigation. Upon assumption by the Seller of the
defense of any such action, proceeding or investigation, the Indemnified
Person shall have the right to participate in such action or proceeding and
to retain its own counsel. The Seller shall be entitled to appoint counsel
of the Seller's choice at the Seller's expense to represent the Indemnified
Person in any action, proceeding or investigation for which a claim of
indemnification is made against the Seller under this Section 5.01 (in which
case the Seller shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the Indemnified Person except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the Indemnified Person. Notwithstanding the Seller's
election to appoint counsel to represent the Indemnified Person in an action,
proceeding or investigation, the Indemnified Person shall have the right to
employ separate counsel (including local counsel), and the Seller shall bear
the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the Seller to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
Indemnified Person and the Seller and the Indemnified Person shall have
reasonably concluded that there may be legal defenses available to it that
are different from or additional to those available to the Seller, (iii) the
Seller shall not have employed counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person within a reasonable
time after notice of the institution of such action or (iv) the Seller shall
authorize the Indemnified Person to employ separate counsel at the expense of
the Seller. Notwithstanding the foregoing, the Seller shall not be obligated
to pay for the fees, costs and expenses of more than one separate counsel
for the Indemnified Persons (in addition to local counsel). The Seller will
not, without the prior written consent of the Indemnified Person, settle or
compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification may be sought under this Section 5.01 (whether or not the
Indemnified Person is an actual or potential party to such claim or action)
unless such settlement, compromise or consent includes an unconditional
release of the Indemnified Person from all liability arising out of such
claim, action, suit or proceeding.
(j) The remedies of the Note Issuer, the Noteholders, the
Certificateholders and any Swap Counterparty provided in this Agreement are
each such Person's sole and exclusive remedies against the Seller for breach
of its representations and warranties in this Agreement.
Section 5.02. Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Any Person (a) into which the Seller may be merged
or consolidated, (b) that may result from any merger or consolidation to
which the Seller shall be a party or (c) that may succeed to the properties
and assets of the Seller substantially as a whole, which Person in any case
described in the foregoing clause (c) executes an agreement of assumption to
perform every obligation of the Seller hereunder, shall be the successor to
the Seller under this Agreement without further act on the part of any of the
parties to this Agreement; provided, however, that (i) if the Seller is the
Servicer, no Servicer Default, and no event which, after notice or lapse of
time, or both, would become a Servicer Default shall have occurred and be
continuing, (ii) the Seller shall have delivered to the Note Issuer and the
Note Trustee an Officer's Certificate stating that such consolidation, merger
or succession and such agreement of assumption comply with this Section and
that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with, (iii) the Seller shall
have delivered to the Note Issuer and the Note Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such counsel, all filings to be
made by the Seller, including filings with the DPUC pursuant to the Statute,
have been executed and filed that are necessary to fully preserve and
protect the interest of the Note Issuer in the Transition Property and
reciting the details of such filings, or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to preserve and protect such
interests and (iv) the Rating Agencies shall have received prior written
notice of such transaction. When any Person acquires the properties and
assets of the Seller substantially as a whole and becomes the successor to
the Seller in accordance with the terms of this Section 5.02 and execution
by such successor of an agreement of assumption to perform every obligation
of the Seller hereunder, then upon satisfaction of all of the other
conditions of this Section 5.02, the Seller shall automatically and without
further notice be released from all of its obligations hereunder, except with
respect to any acts or omissions of the Seller that occurred prior to such
assumption.
Section 5.03. Limitation on Liability of Seller and Others. The
Seller and any director, officer, employee or agent of the Seller may rely
in good faith on the advice of counsel or on any document of any kind, prima
facie properly executed and submitted by any Person, respecting any matters
arising hereunder.
Article 6
MISCELLANEOUS PROVISIONS
Section 6.01. Amendment. This Agreement may be amended by the Seller
and the Note Issuer, with ten Business Days' prior written notice given to
the Rating Agencies and the prior written consent of the Note Trustee, but
without the consent of any of the Noteholders, to cure any ambiguity, to
correct or supplement any provisions in this Agreement or for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions in this Agreement or of modifying in any manner the rights of the
Noteholders; provided, however, that such action shall not, as evidenced by
an Officer's Certificate delivered to the Note Issuer, the Note Trustee and
any Swap Counterparty, adversely affect in any material respect the interests
of any Noteholder or adversely affect the interests of any Swap Counterparty.
This Agreement may also be amended from time to time by the Seller and
the Note Issuer, with ten Business Days' prior written notice given to the
Rating Agencies and the prior written consent of the Note Trustee and the
prior written consent of the Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes affected thereby, for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the
rights of the Noteholders.
It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the
substance thereof.
Prior to the execution of any amendment to this Agreement, the Note
Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by
this Agreement. The Note Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Note Trustee's own rights, duties
or immunities under this Agreement or otherwise.
No amendment may be made to this Agreement that would adversely affect
any Swap Counterparty without its prior written consent.
Section 6.02. Notices. Unless otherwise specifically provided herein,
all notices, directions, consents and waivers required under the terms and
provisions of this Agreement shall be in English and in writing, and any
such notice, direction, consent or waiver may be given by United States mail,
courier service, facsimile transmission or electronic mail (confirmed by
telephone, United States mail or courier service in the case of notice by
facsimile transmission or electronic mail) or any other customary means of
communication, and any such notice, direction, consent or waiver shall be
effective when delivered, or if mailed, three days after deposit in the
United States mail with proper postage for ordinary mail prepaid:
(a) if to the Seller, to
The Connecticut Light and Power Company
if by U.S. Mail:
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
if by courier:
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Treasurer
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Email: xxxxxxx@xx.xxx
(b) if to the Note Issuer, to
CL and P Funding LLC
c/o The Connecticut Light and Power Company
if by U.S. Mail:
X.X. Xxx 000
Xxxxxxxx, XX 00000-0000
if by courier:
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Treasurer
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Email: xxxxxxx@xx.xxx
(c) if to the Note Trustee, to
First Union Trust Company, National Association
One Xxxxxx Square
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
(d) if to Moody's, to
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: ABS Monitoring Department
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
(e) if to S and P, to
Standard and Poor's
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Asset Backed Surveillance Department
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
(f) if to Fitch, to
Fitch, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: ABS Surveillance
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Email: xxxx@xxxxxxxxxxxx.xxx
(g) if to the Finance Authority, to:
Office of the State Treasurer
00 Xxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Assistant Treasurer - Debt Management
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
(h) if to the Certificate Issuer, to:
Connecticut RRB Special Purpose Trust CL and P-1
c/o First Union Trust Company, National Association
One Xxxxxx Square
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
(with copies to the Finance Authority at the addresses
listed herein)
(i) if to any Swap Counterparty, to the address and in the
manner set forth in any Swap Agreement (a copy of which will be provided by
the Certificate Trustee, upon request); and
(j) as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties.
Section 6.03. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 5.02, this Agreement may not
be assigned by the Seller.
Section 6.04. Limitations on Rights of Third Parties. The provisions
of this Agreement are solely for the benefit of the Seller, the Note Issuer,
the Noteholders, the Certificateholders, any Swap Counterparty, the Note
Trustee, the Certificate Trustee, the Delaware Trustee, the Finance
Authority, the Certificate Issuer and the other Persons expressly referred
to herein, and such Persons shall have the right to enforce the relevant
provisions of this Agreement, except that the Noteholders and the
Certificateholders shall be entitled to enforce their rights against the
Seller under this Agreement solely through a cause of action brought for
their benefit by the Note Trustee or the Certificate Trustee, as the case may
be. Nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Transition Property or under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.
Section 6.05. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
Section 6.06. Separate Counterparts. This Agreement 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.
Section 6.07. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define
or limit any of the terms or provisions hereof.
Section 6.08. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Connecticut, 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 laws.
Section 6.09. Assignment to Note Trustee. The Seller hereby
acknowledges and consents to any mortgage, pledge, assignment and grant of
a security interest by the Note Issuer to the Note Trustee pursuant to the
Note Indenture for the benefit of the Noteholders of all right, title and
interest of the Note Issuer in, to and under the Transition Property and
the proceeds thereof and the assignment of any or all of the Note Issuer's
rights and obligations hereunder to the Note Trustee.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Transition
Property Purchase and Sale Agreement to be duly executed by their respective
officers as of the day and year first above written.
CL&P FUNDING LLC,
Note Issuer
By: /S/ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: President
THE CONNECTICUT LIGHT AND
POWER COMPANY,
Seller
By: /S/ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Treasurer
