AND IS NOT A SECURED TRANSACTION AND TITLE AND
OWNERSHIP HAS PASSED TO THE ISSUER.
THE PRECEDING SENTENCE IS THE STATEMENT
REFERRED TO IN SECTION 1230 OF THE SECURITIZATION ACT.
THE SELLER AGREES AND
CONFIRMS THAT UPON PAYMENT OF THE PURCHASE PRICE AND THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE BILL OF SALE, THE SALE, TRANSFER AND ASSIGNMENT
HEREUNDER SHALL BE EFFECTIVE AND THE SELLER SHALL HAVE NO RIGHT, TITLE OR
INTEREST IN, TO OR UNDER THE STORM RECOVERY PROPERTY.
(B)
SUBJECT TO THE SATISFACTION OR WAIVER OF CONDITIONS SPECIFIED IN
SECTION 2.02, THE ISSUER DOES HEREBY PURCHASE THE STORM RECOVERY PROPERTY FROM
THE SELLER FOR THE CONSIDERATION SET FORTH IN SECTION 2.01(A).
(C)
THE SELLER AND THE ISSUER EACH ACKNOWLEDGE AND AGREE THAT THE
PURCHASE PRICE FOR THE STORM RECOVERY PROPERTY SOLD PURSUANT TO THIS AGREEMENT
IS EQUAL TO ITS FAIR MARKET VALUE AT THE TIME OF SALE.
Section 2.02
Conditions to Conveyance of the Storm Recovery
Property.
The obligation of the Seller to sell, and the obligation of the
Issuer to purchase the Storm Recovery Property on the Transfer Date shall be
subject to and conditioned upon the satisfaction or waiver of each of the
following conditions:
(I)
ON OR PRIOR TO THE TRANSFER DATE, THE SELLER SHALL DELIVER TO THE
ISSUER A DULY EXECUTED BILL OF SALE IDENTIFYING THE STORM RECOVERY PROPERTY,
SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO;
2
(II)
AS OF THE TRANSFER DATE, THE REPRESENTATIONS AND WARRANTIES OF
THE SELLER IN THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS
AND NO MATERIAL BREACH BY THE SELLER OF ITS COVENANTS IN THIS AGREEMENT SHALL
EXIST AND THE SELLER SHALL HAVE DELIVERED TO THE ISSUER AND THE INDENTURE
TRUSTEE AN OFFICER'S CERTIFICATE TO SUCH EFFECT AND NO SERVICER DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING;
(III)
AS OF THE TRANSFER DATE:
(A)
THE ISSUER SHALL HAVE SUFFICIENT FUNDS AVAILABLE TO PAY THE
PURCHASE PRICE, AND
(B)
ALL CONDITIONS SET FORTH IN THE INDENTURE TO THE ISSUANCE OF THE
STORM RECOVERY BONDS INTENDED TO PROVIDE SUCH FUNDS SHALL HAVE BEEN SATISFIED OR
WAIVED.
(IV)
ON OR PRIOR TO THE TRANSFER DATE, THE SELLER SHALL HAVE TAKEN ALL
ACTIONS REQUIRED UNDER THE SECURITIZATION ACT, THE FINANCING ORDER AND OTHER
APPLICABLE LAW FOR THE ISSUER TO HAVE OWNERSHIP OF THE STORM RECOVERY PROPERTY,
FREE AND CLEAR OF ALL LIENS OTHER THAN LIENS CREATED BY THE ISSUER PURSUANT TO
THE INDENTURE; AND THE ISSUER, OR THE SERVICER ON BEHALF OF THE ISSUER, SHALL
HAVE TAKEN ANY ACTION REQUIRED FOR THE ISSUER TO GRANT THE INDENTURE TRUSTEE A
FIRST PRIORITY PERFECTED SECURITY INTEREST IN THE TRUST ESTATE AND MAINTAIN SUCH
SECURITY INTEREST AS OF SUCH DATE (INCLUDING ALL ACTIONS REQUIRED UNDER THE
SECURITIZATION ACT, THE FINANCING ORDER AND THE UNIFORM COMMERCIAL CODE AS
ENACTED IN THE STATE OF LOUISIANA AND EACH OTHER APPLICABLE JURISDICTION (THE
"UCC"));
(V)
THE SELLER SHALL HAVE DELIVERED TO EACH RATING AGENCY AND TO THE
ISSUER ANY OPINIONS OF COUNSEL