Common use of Financing Order, Issuance Advice Letter and Tariff; Other Approvals Clause in Contracts

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing Date, under the laws of the State of Louisiana and the United States in effect on such Closing Date, (i) the Financing Order pursuant to which the rights and interests of the Seller have been created, including the right to impose, xxxx, charge, collect and receive the Storm Recovery Charges, and the interest in and to the Storm Recovery Property transferred on such date is Final and non-appealable and is in full force and effect and is irrevocable by its terms; (ii) as of the issuance of the Storm Recovery Bonds, the Storm Recovery Bonds are entitled to the protection provided in the Storm Recovery Securitization Law and the Financing Order and Council’s concurrence in the Issuance Advice Letter is not revocable by the Council; (iii) as of the issuance of the Storm Recovery Bonds, the Tariff is in full force and effect and is not subject to modification by the Council except as provided under Section 1228(C)(4) and Section 1228(F) of the Storm Recovery Securitization Law and the Financing Order; (iv) the process by which the Financing Order creating the Storm Recovery Property transferred on such date was adopted and approved, and such Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations, the Home Rule Charter and the Louisiana Constitution; (v) the Issuance Advice Letter and the Tariff relating to the Storm Recovery Property transferred on such date have been filed in accordance with the Financing Order creating the Storm Recovery Property transferred on such date and an officer of the Seller has provided the certification to the Council required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Storm Recovery Property transferred on such date, except those that have been obtained or made.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing each Transfer Date, under the laws of the State of Louisiana Texas and the United States in effect on such Closing Transfer Date, (i) the Financing Order pursuant to which the rights and interests of the Seller have been createdSeller, including the right to impose, xxxx, charge, collect and receive the Storm Recovery ChargesTransition Charge and, and the interest in and to the Storm Recovery Transition Property transferred on such date have been created, is Final and non-appealable and is in full force and effect and is irrevocable by its termseffect; (ii) as of the issuance of the Storm Recovery BondsNotes, the Storm Recovery Bonds Notes are entitled to the protection provided in of the Storm Recovery Securitization Law and and, accordingly, the Financing Order Order, the Transition Charges and Council’s concurrence in the Issuance Advice Letter is are not revocable by the CouncilPUCT; (iii) as of the issuance of the Storm Recovery Bonds, the Tariff is in full force and effect and is not subject to modification by the Council PUCT except as provided under Section 1228(C)(4) and Section 1228(F) 39.307 of the Storm Recovery Securitization Law and the Financing OrderLaw; (iv) the process by which the Financing Order creating the Storm Recovery Transition Property transferred on such date was adopted and approved, and such Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations, the Home Rule Charter and the Louisiana Constitution; (v) the Issuance Advice Letter and the Tariff relating to the Storm Recovery Transition Property transferred on such date have been filed in accordance with the Financing Order creating the Storm Recovery Transition Property transferred on such date and an officer of the Seller has provided the certification to the Council PUCT required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Storm Recovery Transition Property transferred on such date, except those that have been obtained or made.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing Date, under the laws of the State of Louisiana and the United States in effect on such Closing Date, (i) the Financing Order pursuant to which the rights and interests of the Seller have been createdSeller, including the right to impose, xxxxbxxx, charge, collect and receive the Storm Investment Recovery Charges, and the interest in and to the Storm Investment Recovery Property transferred on such date have been created is Final and non-appealable and is in full force and effect and is irrevocable by its terms; (ii) as of the issuance of the Storm Investment Recovery Bonds, the Storm Investment Recovery Bonds are entitled to the protection provided in of the Storm Investment Recovery Securitization Law and the Financing Order and CouncilLPSC’s concurrence in the Issuance Advice Letter is not revocable by the CouncilLPSC; (iii) as of the issuance of the Storm Investment Recovery Bonds, the Tariff is in full force and effect and is not subject to modification by the Council LPSC except as provided under Section 1228(C)(41253(C)(4) and Section 1228(F1253(F) of the Storm Investment Recovery Securitization Law and the Financing Order; (iv) the process by which the Financing Order creating the Storm Investment Recovery Property transferred on such date was adopted and approved, and such Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations, the Home Rule Charter regulations and the Louisiana Constitution; (v) the Issuance Advice Letter and the Tariff relating to the Storm Investment Recovery Property transferred on such date have been filed in accordance with the Financing Order creating the Storm Investment Recovery Property transferred on such date and an officer of the Seller has provided the certification to the Council LPSC required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Storm Investment Recovery Property transferred on such date, except those that have been obtained or made.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing Date, under the laws of the State of Louisiana Texas and the United States in effect on such the Closing Date, (i) the Financing Order pursuant to which the rights and interests of the Seller have been createdSeller, including the right to impose, xxxx, charge, collect and receive the Storm Recovery ChargesTransition Charge and, and the interest in and to the Storm Recovery Transition Property transferred on such date have been created, is Final and non-appealable and is in full force and effect and is irrevocable by its termseffect; (ii) as of the issuance of the Storm Recovery Transition Bonds, the Storm Recovery Transition Bonds are entitled to the protection provided in of the Storm Recovery Securitization Law and and, accordingly, the Financing Order Order, the Transition Charges and Council’s concurrence in the Issuance Advice Letter is are not revocable by the CouncilPUCT; (iii) as of the issuance of the Storm Recovery Transition Bonds, the Tariff is in full force and effect and is not subject to modification by the Council PUCT except as provided under Section 1228(C)(4) and Section 1228(F) 39.307 of the Storm Recovery Securitization Law and the Financing OrderLaw; (iv) the process by which the Financing Order creating the Storm Recovery Transition Property transferred on such date was adopted and approved, and such the Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations, the Home Rule Charter and the Louisiana Constitution; (v) the Issuance Advice Letter and the Tariff relating to the Storm Recovery Transition Property transferred on such date have been filed in accordance with the Financing Order creating the Storm Recovery Transition Property transferred on such date and an officer of the Seller has provided the certification to the Council PUCT required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Storm Recovery Transition Property transferred on such date, except those that have been obtained or made.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing each Transfer Date, under the laws of the State of Louisiana Texas and the United States in effect on such Closing Transfer Date, (i) the Financing Order pursuant to which the rights and interests of the Seller have been createdSeller, including the right to impose, xxxx, charge, collect and receive the Storm Recovery ChargesTransition Charge and, and the interest in and to the Storm Recovery Transition Property transferred on such date have been created, is Final and non-appealable and is in full force and effect and is irrevocable by its termseffect; (ii) as of the issuance of the Storm Recovery Transition Bonds, the Storm Recovery Transition Bonds are entitled to the protection provided in of the Storm Recovery Securitization Law and and, accordingly, the Financing Order Order, the Transition Charges and Council’s concurrence in the Issuance Advice Letter is are not revocable by the CouncilPUCT; (iii) as of the issuance of the Storm Recovery Transition Bonds, the Tariff is in full force and effect and is not subject to modification by the Council PUCT except as provided under Section 1228(C)(4) and Section 1228(F) 39.307 of the Storm Recovery Securitization Law and the Financing OrderLaw; (iv) the process by which the Financing Order creating the Storm Recovery Transition Property transferred on such date was adopted and approved, and such Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations, the Home Rule Charter and the Louisiana Constitution; (v) the Issuance Advice Letter and the Tariff relating to the Storm Recovery Transition Property transferred on such date have been filed in accordance with the Financing Order creating the Storm Recovery Transition Property transferred on such date and an officer of the Seller has provided the certification to the Council PUCT required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Storm Recovery Transition Property transferred on such date, except those that have been obtained or made. State Action. Under the Securitization Law, the State of Texas has pledged that it will not take or permit any action that would impair the value of the Transition Property transferred on such date, or, except as permitted by Section 39.307 of the Securitization Law, reduce, alter or impair the Transition Charges relating to such Transition Property until the principal, interest and premium and any other charges incurred and contracts to be performed in connection with the Transition Bonds of such Series relating to such Transition Property have been paid and performed in full. Under the laws of the State of Texas and the United States, the State of Texas could not constitutionally take any action of a legislative character including the repeal or amendment of the Securitization Law, which would substantially limit, alter or impair the Transition Property or other rights vested in the Holders pursuant to the Financing Order or substantially limit, alter or reduce the value or amount of the Transition Property, unless such action is a reasonable exercise of the sovereign powers of the State of Texas and of a character reasonable and appropriate to further a legitimate public purpose, and, under the takings clauses of the United States and Texas Constitutions, the State of Texas could not repeal or amend the Securitization Law or take any other action in contravention of its pledge quoted above without paying just compensation to the Holders, as determined by a court of competent jurisdiction if doing so would constitute a permanent appropriation of a substantial property interest of the Holders in the Transition Property and deprive the Holders of their reasonable expectations arising from their investments in the Transition Bonds. There is no assurance, however, that, even if a court were to award just compensation it would be sufficient to pay the full amount of principal and interest on the Transition Bonds.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing Transfer Date, under the laws of the State of Louisiana Texas and the United States in effect on such Closing the Transfer Date, (i) the Financing Order pursuant to which the rights and interests of the Seller have been createdSeller, including the right to impose, xxxx, charge, collect and receive the Storm Recovery ChargesTransition Charges and, and the interest in and to the Storm Recovery Transition Property transferred on such date have been created, is Final and non-appealable and is in full force and effect and is irrevocable by its termseffect; (ii) as of the issuance of the Storm Recovery Transition Bonds, the Storm Recovery Transition Bonds are entitled to the protection provided in of the Storm Recovery Securitization Law and and, accordingly, the Financing Order Order, the Transition Charges and Council’s concurrence in the Issuance Advice Letter is are not revocable by the CouncilPUCT; (iii) as of the issuance of the Storm Recovery Transition Bonds, the Tariff is in full force and effect and is not subject to modification by the Council PUCT except as provided under Section 1228(C)(4) and Section 1228(F) 39.307 of the Storm Recovery Securitization Law and the Financing OrderLaw; (iv) the process by which the Financing Order creating the Storm Recovery Transition Property transferred on such date was adopted and approved, and such Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations, the Home Rule Charter and the Louisiana Constitution; (v) the Issuance Advice Letter and the Tariff relating to the Storm Recovery Transition Property transferred on such date have been filed in accordance with the Financing Order creating the Storm Recovery Transition Property transferred on such date and an officer of the Seller has provided the certification to the Council PUCT required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Storm Recovery Transition Property transferred on such date, except those that have been obtained or made. State Action. Under the Securitization Law, the State of Texas has pledged that it will not take or permit any action that would impair the value of the Transition Property transferred on such date, or, except as permitted by Section 39.307 of the Securitization Law, reduce, alter or impair the Transition Charges relating to the Transition Property until the principal, interest and premium and any other charges incurred and contracts to be performed in connection with the Transition Bonds relating to the Transition Property have been paid and performed in full. Under the laws of the State of Texas and the United States, the State of Texas could not constitutionally take any action of a legislative character including the repeal or amendment of the Securitization Law, which would substantially limit, alter or impair the Transition Property or other rights vested in the Holders pursuant to the Financing Order or substantially limit, alter or reduce the value or amount of the Transition Property, unless such action is a reasonable exercise of the sovereign powers of the State of Texas and of a character reasonable and appropriate to further a legitimate public purpose, and, under the takings clauses of the United States and Texas Constitutions, the State of Texas could not repeal or amend the Securitization Law or take any other action in contravention of its pledge quoted above without paying just compensation to the Holders, as determined by a court of competent jurisdiction if doing so would constitute a permanent appropriation of a substantial property interest of the Holders in the Transition Property and deprive the Holders of their reasonable expectations arising from their investments in the Transition Bonds. There is no assurance, however, that, even if a court were to award just compensation it would be sufficient to pay the full amount of principal and interest on the Transition Bonds.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing Transfer Date, under the laws of the State of Louisiana Texas and the United States in effect on such Closing the Transfer Date, (i) the Financing Order pursuant to which the rights and interests of the Seller have been createdSeller, including the right to impose, xxxx, charge, collect and receive the Storm Recovery ChargesTransition Charges and, and the interest in and to the Storm Recovery Transition Property transferred on such date have been created, is Final and non-appealable and is in full force and effect and is irrevocable by its termseffect; (ii) as of the issuance of the Storm Recovery Transition Bonds, the Storm Recovery Transition Bonds are entitled to the protection provided in of the Storm Recovery Securitization Law and and, accordingly, the Financing Order Order, the Transition Charges and Council’s concurrence in the Issuance Advice Letter is are not revocable by the CouncilPUCT; (iii) as of the issuance of the Storm Recovery Transition Bonds, the Tariff is in full force and effect and is not subject to modification by the Council PUCT except as provided under Section 1228(C)(4) and Section 1228(F) 39.307 of the Storm Recovery Securitization Law and the Financing OrderLaw; (iv) the process by which the Financing Order creating the Storm Recovery Transition Property transferred on such date was adopted and approved, and such Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations, the Home Rule Charter and the Louisiana Constitution; (v) the Issuance Advice Letter and the Tariff relating to the Storm Recovery Transition Property transferred on such date have been filed in accordance with the Financing Order creating the Storm Recovery Transition Property transferred on such date and an officer of the Seller has provided the certification to the Council PUCT required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Storm Recovery Transition Property transferred on such date, except those that have been obtained or made.