Transfer Filings. On the Closing Date, immediately upon the sale under this Agreement, the Recovery Property transferred on the Closing Date shall be validly transferred and sold to the Issuer, the Issuer shall own all such Recovery Property, free and clear of all Liens, except for the Lien arising under Section 850.3(g) of the Wildfire Financing Law, the Financing Order and the Issuance Advice Letter, and all filings (including filings with the Secretary of State of California under the Wildfire Financing Law) necessary in any jurisdiction to give the Issuer a perfected ownership interest in the Recovery Property shall have been made.
Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the CRR Property shall be validly transferred and sold to the Issuer, the Issuer shall own all the CRR Property free and clear of all Liens (except for the Lien created in favor of the Indenture Trustee granted under the Indenture and perfected pursuant to Section 24-2-4f(o)(4) of the Securitization Law) and all filings and actions to be made or taken by the Seller (including, without limitation, filings with the Secretary of State of the State of West Virginia under the Securitization Law) necessary in any jurisdiction to give the Issuer a perfected ownership interest (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to the Indenture and perfected pursuant to Section 24-2-4f(o)(4) of the Securitization Law) in the CRR Property have been made or taken. No further action is required to maintain such ownership interest (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to the Indenture and perfected pursuant to Section 24-2-4f(o)(4) of the Securitization Law) and to give the Indenture Trustee a first priority perfected security interest in the CRR Property. All filings and action have also been made or taken to perfect the security interest in the CRR Property granted by the Seller to the Issuer (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to the Indenture and perfected pursuant to Section 24-2-4f(o)(4) of the Securitization Law) and, to the extent necessary, the Indenture Trustee pursuant to Section 2.01.
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 (except for any Lien created pursuant to Section 1H(e) of Chapter 164 of the Massachusetts General Laws and any Lien that may be Granted under the Basic Documents) and all filings to be made by the Seller (including filings with the DTE under the Statute) necessary in any jurisdiction to give the Note Issuer a valid, perfected ownership interest (subject to any Lien created pursuant to Section 1H(e) of Chapter 164 of the Massachusetts General Laws and any Lien that may be Granted under the Basic Documents) in, and for the Grant by the Note Issuer to the Note Trustee of a valid, first priority perfected security interest (except for any Lien created pursuant to Section 1H(e) of Chapter 164 of the Massachusetts General Laws 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 or the Note Trustee’s perfected security interest (in each case, subject to any Lien created pursuant to Section 1H(e) of Chapter 164 of the Massachusetts General Laws and any Lien that may be Granted under the Basic Documents). Filings have also been made to the extent required in any jurisdiction to perfect the Back-Up Security Interest Granted by the Seller to the Note Issuer (subject to any Lien created pursuant to Section 1H(e) of Chapter 164 of the Massachusetts General Laws and any Lien that may be Granted under the Basic Documents).
Transfer Filings. (i) The Seller is the sole owner of the rights and interests under the Financing Order to be sold to the Issuer on the Transfer Date.
(ii) On the Transfer Date, immediately upon the sale hereunder, the Transition Property will have been validly sold, assigned, transferred, set over and conveyed to the Issuer free and clear of all Liens (except for any Lien created in favor of the Transition Bondholders pursuant to Section 39.309 of the Restructuring Act or any Lien created by the Issuer under the Basic Documents).
(iii) All actions or filings (including filings with the Texas Secretary of State in accordance with the rules prescribed under the Restructuring Act and the UCC) necessary in any jurisdiction to give the Issuer a perfected ownership interest (subject to any Lien created in favor of the Transition Bondholders pursuant to Section 39.309 of the Restructuring Act or any Lien created by the Issuer under the Basic Documents) in the Transition Property and to grant to the Indenture Trustee a first priority perfected security interest in the Transition Property, free and clear of all Liens of the Seller or anyone else (except for any Lien created in favor of the Transition Bondholders pursuant to Section 39.309 of the Restructuring Act or any Lien created by the Issuer under the Basic Documents), have been taken or made.
Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the Transition Property shall be validly transferred and sold to the Issuer, the Issuer shall own all the Transition Property free and clear of all Liens (except for any Lien created in favor of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act or any Lien that may be granted under the Basic Documents) and all filings and action to be made or taken by the Seller (including, without limitation, filings with the Secretary of State of the State of Texas under the Financing Act) necessary in any jurisdiction to give the Issuer a perfected ownership interest (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act and any Lien that may be granted under the Basic Documents) in the Transition Property have been made or taken. No further action is required to maintain such ownership interest (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act and any Lien that may be granted under the Basic Documents) and to give the Indenture Trustee a first priority perfected security interest in the Transition Property. All filings and action have also been made or taken to perfect the security interest in the Transition Property granted by the Seller to the Issuer (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act and any Lien that may be granted under the Basic Documents) and, to the extent necessary, the Indenture Trustee pursuant to Section 2.01.
Transfer Filings. On the Closing Date, immediately upon the sale under this Agreement, the Securitized Utility Tariff Property transferred on the Closing Date shall be validly transferred and sold to the Issuer, the Issuer shall own all such Securitized Utility Tariff Property, free and clear of all Liens, except for the Lien arising under Section 393.1700.5.(2)(b) of the Securitization Law, the Financing Order and the Issuance Advice Letter, and all filings and action to be made or taken by the Seller (including filings with the Secretary of State of Missouri under the Securitization Law) necessary in any jurisdiction to give the Issuer a perfected ownership interest (subject to any Lien created by the Issuer or by the Securitization Law in favor of the Holder under the basic documents or the Securitization Law) in the Securitized Utility Tariff Property shall have been made.
Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the Phase-In-Recovery Property has been validly transferred and sold to the Bond Issuer, the Bond Issuer shall own all such Phase-In-Recovery Property free and clear of all Liens (except for the Statutory Lien and any Lien that may be Granted under the Basic Documents) and all filings to be made by the Seller (including filings with the PUCO under the Statute) necessary in any jurisdiction to give the Bond Issuer a valid, perfected ownership interest (subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents) in, and for the Grant by the Bond Issuer to the Bond Trustee of a valid, first priority perfected security interest (except for the Statutory Lien and any Lien that may be Granted under the Basic Documents) in, the Phase-In-Recovery Property have been made. No further action is required to maintain such ownership interest or the Bond Trustee’s perfected security interest (in each case, subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents). Filings have also been made to the extent required in any jurisdiction to perfect the Back-Up Security Interest Granted by the Seller to the Bond Issuer (subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents).
Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the Securitization Property shall be validly transferred and sold to the Issuer, the Issuer shall own all the Securitization Property free and clear of all Liens (except for the Lien created in favor of the Indenture Trustee granted under the Indenture and perfected pursuant to the Statute) and all filings and actions to be made or taken by the Seller (including filings with the Michigan Department of State pursuant to the Statute) necessary in any jurisdiction to give the Issuer a valid ownership interest (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to the Indenture and perfected pursuant to the Statute) in the Securitization Property have been made or taken. No further action is required to maintain such ownership interest (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to the Indenture and perfected pursuant to the Statute). All applicable filings have been made to the extent required by applicable law in any jurisdiction to perfect the Back-Up Security Interest granted by the Seller to the Issuer.
Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the RRB Property has been validly transferred and sold to the Issuer, the Issuer shall own all such RRB Property free and clear of all Liens (including the Lien of the Seller's first mortgage indenture but excluding any Lien created pursuant to RSA 369-B:7, VIII and any Lien that may be granted under the Basic Documents) and all filings to be made by the Seller (including filings with the NHPUC under the Statute) necessary in any jurisdiction to give the Issuer a valid first priority perfected ownership interest and to grant to the Trustee a first priority perfected security interest (subject to any Lien created pursuant to RSA 369-B:7, VIII and any Lien that may be granted under the Basic Documents) in the RRB Property have been made. No further action is required to maintain the Issuer's first priority perfected ownership interest or the Trustee's first priority perfected security interest (subject to any Lien created pursuant to RSA 369-B:7, VIII and any Lien that may be granted under the Basic Documents). Filings have also been made to the extent required by applicable law in any jurisdiction to perfect the Back-Up Security Interest granted by the Seller to the Issuer (subject to any Lien created pursuant to RSA 369-B:7, VIII and any Lien that may be granted under the Basic Documents).
Transfer Filings. (i) The Seller is the sole owner of all the rights and interests under the Financing Order to be sold to the Issuer on the Closing Date.
(ii) On the Closing Date, immediately upon the sale hereunder, the Storm Recovery Property will have been validly sold, assigned, transferred, set over and conveyed to the Issuer free and clear of all Liens (except for any Lien created by the Issuer under the Basic Documents in favor of the Storm Recovery Bondholders and in accordance with Section 1231 of the Securitization Act).
(iii) All actions or filings (including filings with the Louisiana UCC Filing Officer in accordance with the rules prescribed under the Securitization Act and the UCC) necessary in any jurisdiction to give the Issuer a perfected ownership interest (subject to any Lien created by the Issuer under the Basic Documents in favor of the Storm Recovery Bondholders and in accordance with Section 1231 of the Securitization Act) in the Storm Recovery Property and to grant to the Trustee a first priority perfected security interest in the Storm Recovery Property, free and clear of all Liens of the Seller or anyone else (except for any Lien created by the Issuer under the Basic Documents in favor of the Storm Recovery Bondholders and in accordance with Section 1231 of the Securitization Act), have been taken or made.
