0001193125-06-206342 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • Texas

This ADMINISTRATION AGREEMENT, dated as of October 11, 2006 (this “Administration Agreement”), is entered into by and between AEP TEXAS CENTRAL COMPANY (“TCC”), as administrator (in such capacity, the “Administrator”), and AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below)

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AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer, and THE BANK OF NEW YORK, Indenture Trustee and Securities Intermediary
Indenture • October 11th, 2006 • Aep Texas Central Co • Electric services • New York

This INDENTURE dated as of October 11, 2006, by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).

TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer and AEP TEXAS CENTRAL COMPANY, Seller Dated as of October 11, 2006
Transition Property Purchase and Sale Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • Texas

This TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 11, 2006, is between AEP Texas Central Transition Funding II LLC, a Delaware limited liability company (the “Issuer”), and AEP Texas Central Company, a Texas corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

INTERCREDITOR AGREEMENT
Intercreditor Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • Texas

AEP Texas Central Company, in its capacity as the initial servicer of the Initial Transition Property referred to below (including any successor in such capacity, the “Initial TC Servicer”);

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AEP TEXAS CENTRAL TRANSITION FUNDING II LLC Dated and Effective as of September 25, 2006
Limited Liability Company Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 25, 2006 by AEP TEXAS CENTRAL COMPANY, a Texas corporation (including any additional or successor members of the Company other than Special Members, the “Member”).

TRANSITION PROPERTY SERVICING AGREEMENT by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer and AEP TEXAS CENTRAL COMPANY, Servicer Dated as of October 11, 2006
Transition Property Servicing Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • New York

This TRANSITION PROPERTY SERVICING AGREEMENT (this “Agreement”), dated as of October 11, 2006, is between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company, as issuer (the “Issuer”), and AEP TEXAS CENTRAL COMPANY (“TCC”), a Texas corporation, as servicer (the “Servicer”).

SERIES SUPPLEMENT
Series Supplement • October 11th, 2006 • Aep Texas Central Co • Electric services • Texas

This SERIES SUPPLEMENT dated as of October 11, 2006 (this “Series Supplement”), by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a limited liability company created under the laws of the State of Delaware (the “Issuer”), and The Bank of New York, a New York banking corporation (“BNY”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of October 11, 2006, by and between the Issuer and BNY, in its capacity as Indenture Trustee and in its separate capacity as a securities intermediary (the “Indenture”).

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