(a) A transfer of recovery property by the electrical corporation to an affiliate or to a financing entity, or by an affiliate of the electrical corporation or a financing entity to another financing entity, which the parties in the governing documentation have expressly stated to be a sale or other absolute transfer, in a transaction approved in a financing order, shall be treated as an absolute transfer of all of the transferor’s right, title, and interest, as in a true sale, and not as a pledge or other financing, of the recovery property, other than for federal and state income and franchise tax purposes.
(b) The characterization of the sale, assignment, or transfer as an absolute transfer and true sale and the corresponding characterization of the property interest of the purchaser shall not be affected or impaired by, among other things, the occurrence of any of the following:
(1) Commingling of fixed recovery charge revenues with other amounts.
(2) The retention by the seller of either of the following:
(A) A partial or residual interest, including an equity interest, in the financing entity or the recovery property, whether direct or indirect, subordinate or otherwise.
(B) The right to recover costs associated with taxes, franchise fees, or license fees imposed on the collection of fixed recovery charges.
(3) Any recourse that the purchaser may have against the seller.
(4) Any indemnification rights, obligations, or repurchase rights made or provided by the seller.
(5) The obligation of the seller to collect fixed recovery charges on behalf of an assignee.
(6) The treatment of the sale, assignment, or transfer for tax, financial reporting, or other purposes.
(7) Any true-up adjustment of the fixed recovery charges as provided in the financing order.
(c) A transfer of recovery property shall be deemed perfected against third persons when both of the following occur:
(1) The commission issues the financing order authorizing the fixed recovery charges included in the recovery property.
(2) An assignment of the recovery property in writing has been executed and delivered to the transferee.
(d) As between bona fide assignees of the same right for value without notice, the assignee first filing a financing statement in accordance with Chapter 5 (commencing with Section 9501) of Division 9 of the Commercial Code naming the assignor of the recovery property as debtor and identifying the recovery property has priority. Any description of the recovery property shall be sufficient if it refers to the financing order creating the recovery property. A copy of the financing statement shall be filed by the assignee with the commission, and the commission may require the assignor or the assignee to make other filings with respect to the transfer in accordance with procedures it may establish, but these filings shall not affect the perfection of the transfer.
(Added by Stats. 2018, Ch. 626, Sec. 32. (SB 901) Effective January 1, 2019.)