Common use of Opinion of Counsel Clause in Contracts

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee (and not at the expense of the Indenture Trustee), stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the perfection or priority of the remaining security for the Notes Recovery Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateRecovery Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days written notice when requested by the Issuer Issuer, unless such notice requirement is waived by the Indenture Trustee, to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Owner Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee and the Note Insurer shall receive at least seven (7) days’ Business Days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.5(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders Owners in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) calendar days’ notice when requested by the Issuer Issuing Entity or the Grantor Trust to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), require as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will shall not materially and adversely impair the security for the Notes Secured Obligations or the rights of the Noteholders Secured Parties in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a9.10(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee (and not at the expense of the Indenture Trustee), stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstatePledged Assets. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or any Swap Counterparty in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a)2.9(a) herein, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection require with any action contemplated by Section 8.4(b)a copy to the Insurer, as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or the Insurer in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair market value of the a Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Securitized Utility Tariff Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or any Swap Counterparty in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Note Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders Holders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateNote Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee and the Indenture Administrator shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed to the Indenture Trustee, Counsel stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Bonds of the affected Series or the rights of the Noteholders Holders of such Bond in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateEstate securing such Series. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee and the Indenture Administrator shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed to Counsel of the Indenture Trustee, Issuer stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Consumer Rate Relief Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCRR Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee and the Securities Insurer shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.5(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee and any Swap Counterparties shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture TrusteeTrustee and any Swap Counterparties, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, with respect to factual matters without independent investigationinvestigation thereof, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders [or the [Swap][Cap] Counterparty] in contravention of the provisions of for this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Deferred Fuel Cost Bonds or the rights of the Noteholders Holders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateDeferred Fuel Cost Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven days notice (7or such shorter period of time as may be agreed upon by the parties hereto) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Nuclear Asset-Recovery Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and any Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Securitization Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Transition Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateTransition Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of Independent counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Transition Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the related Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateTransition Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Rate Stabilization Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the related Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateRate Stabilization Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven days' notice (7or such shorter notice acceptable to the Indenture Trustee) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall may also require, except in connection with any action contemplated by Section 8.4(b), require as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, provided that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, as to factual matters, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders and the Swap Counterparty in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of external counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Transition Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the related Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateTransition Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the Interest Rate Swap Agreement or the rights of the Noteholders or the Swap Counterparty in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders holders of the Notes in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of Independent counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes System Restoration Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateSystem Restoration Bond Collateral. Counsel rendering any such opinion 57 may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or the Swap Counterparty in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Opinion of Counsel. The Indenture Trustee shall receive at ------------------ least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.8(a), accompanied by copies of any instruments involved, -------------- and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express -------- ------- an opinion as to the fair value of the Trust EstateCollateral. Counsel The Indenture Trustee and counsel rendering any such opinion may conclusively rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.08(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee (and not at the expense of the Indenture Trustee), stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstatePledged Assets. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall ------------------ receive at least seven (7) days’ ' notice when requested by the Issuer Owner Trustee to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), require as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express -------- ------- an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days prior written notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of for this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. [remainder of this page intentionally left blank]

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Master Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(asubsection 8.09(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee and the Swap Counterparty shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture TrusteeTrustee and the Swap Counterparty, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, with respect to factual matters without independent investigationinvestigation thereof, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(aSECTION 8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive ------------------ at least seven (7) days’ ' notice when requested by the Issuer Owner Trustee to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), require as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express -------- ------- an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee [and the Securities Insurer] shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.5(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.05(a), accompanied by copies of any instruments involvedto be executed, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.09(a), --------------- accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateAssets. Counsel The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at ------------------ least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such -------- ------- Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.09(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Master Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Opinion of Counsel. The Indenture Trustee shall receive at ------------------ least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.8(a), accompanied by copies of any instruments involved, -------------- and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, -------- however, that such Opinion of Counsel shall not be required to express an ------- opinion as to the fair value of the Trust EstateCollateral. Counsel The Indenture Trustee and counsel rendering any such opinion may conclusively rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.05(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b)receive, as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or the O/C Holder in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(aSECTION 8.04(A), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a)2.9(a) above, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection require with any action contemplated by Section 8.4(b)a copy to the Insurer, as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Class A Notes or the rights of the Noteholders or the Insurer in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair market value of the a Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of Independent counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes System Restoration Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateSystem Restoration Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer Issuing Entity [or the Grantor Trust] to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.08(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee (and not at the expense of the Indenture Trustee), stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateProperty. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, with respect to factual matters without independent investigationinvestigation thereof, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall ------------------ receive at least seven (7) days’ ' prior notice when requested by the Issuer Trust to take any action pursuant to Section 8.4(a)8.05(a) hereof, accompanied by copies of any --------------- instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b)receive, as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be -------- ------- required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.any

Opinion of Counsel. The Indenture Trustee shall ------------------ receive at least seven (7) days’ ' written notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), require as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of -------- ------- Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of CounselCounsel of Independent counsel of the Issuer, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes Transition Bonds or the rights of the Noteholders Holders in contravention of the provisions of this IndentureIndenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateTransition Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.09(a), --------------- accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at ------------------ least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such action, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such -------- ------- Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed to the Indenture Trustee, Counsel stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that no such Opinion of Counsel shall be required after the Notes are paid in full or for the release of liens in connection with a Purchased Receivable; and provided, further, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(aSECTION 8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ Business Days prior written notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. 75 84

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) five days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; providedPROVIDED, howeverHOWEVER, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, with respect to factual matters without independent investigationinvestigation thereof, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ ' prior notice when requested by the Issuer to take any action pursuant to Section 8.4(a)SECTION 8.05(A) hereof, accompanied by copies of any instruments involved, and the Indenture Trustee shall may also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or the Currency Swap Counterparties in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the 50 Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ Business Days prior written notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE IX

Opinion of Counsel. The Indenture Trustee shall receive ------------------ at least seven (7) days’ ' prior notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.05(a) hereof, accompanied by copies of any --------------- instruments involved, and the Indenture Trustee shall may also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Except to the extent specifically permitted by the terms of the Basic Documents, the Indenture Trustee shall receive at least seven (7) daysBusiness Days’ prior notice when requested by the Issuer to take any action pursuant to Section 8.4(a)8.05(a) hereof, accompanied by copies of any instruments involved, and the Indenture Trustee shall may also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating from the legal effect of any such action, outlining the steps required to complete such action, and Issuer concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee (and not at the expense of the Indenture Trustee), stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall ------------------ receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.4(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive ------------------ at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ days notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b8.04(c), as a condition to such action, an Opinion of Counsel, addressed in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. 45 51

Opinion of Counsel. The Indenture Trustee and the Insurer shall receive at least seven (7) days’ ' notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.2(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), require as a condition to such action, an Opinion of Counsel, Counsel (addressed to the Indenture TrusteeTrustee and to the Insurer), stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders or the Insurer in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.4(a8.09(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, except in connection with any action contemplated by Section 8.4(b), as a condition to such action, an Opinion of Counsel, addressed in form and substance reasonably satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete such actionthe same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Master Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust EstateCollateral. Counsel The Indenture Trustee and counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.. ARTICLE NINE