to secure its obligations under the Storm Recovery Bonds
and the Indenture, will pledge its right, title and interest in the Storm
Recovery Property and this Agreement to the Indenture Trustee for the benefit of
the Storm Recovery Bondholders.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01
Definitions.
Capitalized terms used herein and not
otherwise defined herein have the meanings assigned to them in Appendix A to
this Agreement.
Section 1.02
Other Definitional Provisions.
(A)
"AGREEMENT" MEANS THIS STORM RECOVERY PROPERTY SALE AGREEMENT, AS
THE SAME MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME.
(B)
NON-CAPITALIZED TERMS USED HEREIN WHICH ARE DEFINED IN THE
SECURITIZATION ACT, AS THE CONTEXT REQUIRES, HAVE THE MEANINGS ASSIGNED TO SUCH
TERMS IN THE SECURITIZATION ACT, BUT WITHOUT GIVING EFFECT TO AMENDMENTS TO THE
SECURITIZATION ACT AFTER THE DATE HEREOF WHICH HAVE A MATERIAL ADVERSE EFFECT ON
THE ISSUER OR THE STORM RECOVERY BONDHOLDERS.
(C)
ALL TERMS DEFINED IN THIS AGREEMENT SHALL HAVE SUCH DEFINED
MEANINGS WHEN USED IN ANY CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED
PURSUANT HERETO UNLESS OTHERWISE DEFINED THEREIN.
(D)
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
1
THIS AGREEMENT UNLESS OTHERWISE SPECIFIED; AND THE TERM "INCLUDING" SHALL MEAN
"INCLUDING WITHOUT LIMITATION."
(E)
THE DEFINITIONS CONTAINED IN THIS AGREEMENT ARE APPLICABLE TO THE
SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS.
ARTICLE II
CONVEYANCE OF THE STORM RECOVERY PROPERTY
Section 2.01
Conveyance of the Storm Recovery Property.
(A)
IN CONSIDERATION OF THE ISSUER'S PAYMENT TO OR UPON THE ORDER OF
THE SELLER OF $176,000,000 (THE "PURCHASE PRICE"), SUBJECT TO THE SATISFACTION
OR WAIVER OF THE CONDITIONS SPECIFIED IN SECTION 2.02, THE SELLER DOES HEREBY
IRREVOCABLY SELL, TRANSFER, ASSIGN, SET OVER AND OTHERWISE CONVEY TO THE ISSUER,
WITHOUT RECOURSE (SUBJECT, FOR THE AVOIDANCE OF DOUBT,
TO THE EXPRESS
OBLIGATIONS OF THE SELLER HEREIN) OR WARRANTY, EXCEPT AS SET FORTH HEREIN, ALL
RIGHT, TITLE AND INTEREST OF THE SELLER IN AND TO THE STORM RECOVERY PROPERTY AS
IDENTIFIED IN THE BILL OF SALE DELIVERED PURSUANT TO SECTION 2.02(I) ON OR PRIOR
TO THE TRANSFER DATE (SUCH SALE, TRANSFER, ASSIGNMENT, SETTING OVER AND
CONVEYANCE OF THE STORM RECOVERY PROPERTY TO INCLUDE, TO THE FULLEST EXTENT
PERMITTED BY THE SECURITIZATION ACT, THE RIGHT TO IMPOSE, COLLECT AND RECEIVE
THE STORM RECOVERY CHARGES, AS THE SAME MAY BE ADJUSTED FROM TIME TO TIME).
SUCH SALE, TRANSFER, ASSIGNMENT, SETTING OVER AND CONVEYANCE OF THE STORM
RECOVERY PROPERTY IS HEREBY EXPRESSLY STATED TO BE A SALE OR OTHER ABSOLUTE
TRANSFER AND, PURSUANT TO SECTION 1230(1) OF THE SECURITIZATION ACT AND OTHER
APPLICABLE LAW, IS A TRUE SALE