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

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. Under the laws of the State of Missouri (including the Securitization Law) and the United States in effect on the Closing Date: (i) the Financing Order and the Issuance Advice Letter pursuant to which the rights and the interests of the Seller have been created, including the right to impose, bill, charge, collect and receive the Securitized Utility Tariff Charges and the interest in and to the Securitized Utility Tariff Property is in full force and effect, and the Seller has validly and irrevocably consented to the terms of the Financing Order, (ii) as of the Closing Date, the Securitized Utility Tariff Bonds are entitled to the protection provided under Section 393.1700.11 of the Securitization Law, (iii) as of the Closing Date, the Securitized Utility Tariff Charge Rider SUTC has been filed with the MPSC in accordance with the Financing Order, (iv) the process by which the Financing Order was approved and the Financing Order, the Issuance Advice Letter and the Securitized Utility Tariff Charge Rider SUTC comply with all applicable laws and regulations and the Seller has provided the certification to the MPSC required by the Issuance Advice Letter, (v) the Issuance Advice Letter and the Securitized Utility Tariff Charge Rider SUTC have been filed in accordance with the Financing Order, (vi) no other approval, authorization, consent, order or other action of, or filing with any governmental authority is required on the part of the Seller in connection with the creation of the Securitized Utility Tariff Property, except those that have been obtained or made, and (vii) under the “contract clause” of the U.S. Constitution and the “contract clause” of the Missouri Constitution, Holders of the Securitized Utility Tariff Bonds could, absent a demonstration by the State of Missouri that such action is necessary to further a significant and legitimate public purpose, successfully challenge the constitutionality of any legislative action that impairs or reduces the value of the Securitized Utility Tariff Property or the Securitized Utility Tariff Charges so as to impair (a) the terms of the Indenture or the Securitized Utility Tariff Bonds or (b) the rights and remedies of the bondholders determined by such court to limit, alter, impair or reduce the value of the Securitized Utility Tariff Property or the Securitized Utility Tariff Charges prior to the time that the Securitized Utility Tariff Bonds are fully paid and discharged.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. Under the laws of the State of Missouri (including the Securitization Law) and the United States in effect on the Closing Date: (i) the Financing Order and the Issuance Advice Letter pursuant to which the rights and the interests of the Seller have been created, including the right to impose, bill, charge, collect and receive the Securitized Utility Tariff Charges and the interest in and to the Securitized Utility Tariff Property Property, has become final and non-appealable and is in full force and effect, and the Seller has validly and irrevocably consented to the terms of the Financing Order, (ii) as of the Closing Date, the Securitized Utility Tariff Bonds are entitled to the protection provided under Section 393.1700.11 of the Securitization Law, (iii) as of the Closing Date, the Securitized Utility Tariff Charge Rider SUTC has been filed with the MPSC in accordance with the Financing Order, (iv) the process by which the Financing Order was approved and the Financing Order, the Issuance Advice Letter and the Securitized Utility Tariff Charge Rider SUTC comply with all applicable laws and regulations and the Seller has provided the certification to the MPSC required by the Issuance Advice Letter, (viv) the Issuance Advice Letter and the Securitized Utility Tariff Charge Rider SUTC have been filed in accordance with the Financing Order, (viv) no other approval, authorization, consent, order or other action of, or filing with any governmental authority is required on the part of the Seller in connection with the creation of the Securitized Utility Tariff Property, except those that have been obtained or made, and (viivi) under the “contract clause” of the U.S. Constitution and the “contract clause” of the Missouri Constitution, Holders of the Securitized Utility Tariff Bonds could, absent a demonstration by the State of Missouri that such action is necessary to further a significant and legitimate public purpose, successfully challenge the constitutionality of any legislative action that impairs or reduces the value of the Securitized Utility Tariff Property or the Securitized Utility Tariff Charges so as to impair (a) the terms of the Indenture or the Securitized Utility Tariff Bonds or (b) the rights and remedies of the bondholders determined by such court to limit, alter, impair or reduce the value of the Securitized Utility Tariff Property or the Securitized Utility Tariff Charges prior to the time that the Securitized Utility Tariff Bonds are fully paid and discharged.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. Under On each Transfer Date, under the laws of the State of Missouri (including the Securitization Law) Texas and the United States in effect on the Closing such Transfer Date: , (i) the Financing Order and the Issuance Advice Letter pursuant to which the rights and the interests of the Seller have been createdSeller, including the right to impose, bill, charge, collect and receive the Securitized Utility Tariff Charges and the interest Transition Charge, in and to the Securitized Utility Tariff Transition Property transferred on such date have been created has become Final is in full force and effect, and the Seller has validly and irrevocably consented to the terms of the Financing Order, ; (ii) [as of the Closing Dateissuance of the Notes, the Securitized Utility Tariff Bonds Notes are entitled to the protection provided in Sections _______ of the Securitization Law and, accordingly, the Financing Order, the Transition Property and the Issuance Advice Letter are not revocable by the PUCT]; (iii) the Tariff is in full force and effect and is not subject to modification by the PUCT except as provided under Section 393.1700.11 39.307 of the Securitization Law; neither the State of Texas nor the PUCT may 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, (iii) as of reduce, alter or impair the Closing DateTransition Charges relating to such Transition Property until the principal, the Securitized Utility Tariff Charge Rider SUTC has been filed interest and premium and any other charges incurred and contracts to be performed in connection with the MPSC Notes of such Series relating to such Transition Property have been paid or performed in accordance with the Financing Order, full; (iv) the process by which the Financing Order creating the Transition Property transferred on such date was approved adopted and approved, and the Financing Order, the Issuance Advice Letter and the Securitized Utility Tariff Charge Rider SUTC themselves, comply with all applicable laws laws, rules and regulations and the Seller has provided the certification to the MPSC required by the Issuance Advice Letter, regulations; (v) the Issuance Advice Letter and the Securitized Utility Tariff Charge Rider SUTC relating to the Transition Property transferred on such date have been filed in accordance with the Financing Order, Order creating the Transition Property transferred on such date; and (vi) no other approval, authorization, consent, order or other action of, or filing with any governmental authority Governmental Authority is required on the part of the Seller in connection with the creation of the Securitized Utility Tariff PropertyTransition Property transferred on such date, except those that have been obtained or made, and . Notwithstanding clause (viiii) under the “contract clause” of the U.S. Constitution and the “contract clause” of the Missouri Constitutionimmediately preceding sentence, Holders of the Securitized Utility Tariff Bonds could, absent a demonstration by the State of Missouri Texas would be allowed to effect a temporary impairment of the Holders' rights if it could be shown that such action is an impairment was necessary to further advance a significant and legitimate public purpose, successfully challenge the constitutionality of any legislative action that impairs or reduces the value of the Securitized Utility Tariff Property or the Securitized Utility Tariff Charges so as to impair (a) the terms of the Indenture or the Securitized Utility Tariff Bonds or (b) the rights and remedies of the bondholders determined by such court to limit, alter, impair or reduce the value of the Securitized Utility Tariff Property or the Securitized Utility Tariff Charges prior to the time that the Securitized Utility Tariff Bonds are fully paid and discharged.

Financing Order, Issuance Advice Letter and Tariff; Other Approvals. Under On each Transfer Date, under the laws of the State of Missouri (including the Securitization Law) Texas and the United States in effect on the Closing such Transfer Date: , (i) the Financing Order and the Issuance Advice Letter pursuant to which the rights and the interests of the Seller have been createdSeller, including the right to impose, bill, charge, collect and receive the Securitized Utility Tariff Charges and the interest Transition Charge and, in and to the Securitized Utility Tariff Transition Property transferred on such date have been created, is Final and non-appealable and is in full force and effect, and the Seller has validly and irrevocably consented to the terms of the Financing Order, ; (ii) as of the Closing Dateissuance of the Transition Bonds, the Securitized Utility Tariff Transition Bonds are entitled to the protection provided under Section 393.1700.11 of the Securitization LawLaw and, accordingly, the Financing Order, the Transition Charges and the Issuance Advice Letter are not revocable by the PUCT; (iii) as of the Closing Dateissuance of the Transition Bonds, the Securitized Utility Tariff Charge Rider SUTC has been filed with is in full force and effect and is not subject to modification by the MPSC in accordance with PUCT except as provided under Section 39.307 of the Financing Order, Securitization Law; (iv) the process by which the Financing Order creating the Transition Property transferred on such date was approved adopted and the approved, and such Financing Order, the Issuance Advice Letter and the Securitized Utility Tariff Charge Rider SUTC themselves, comply with all applicable laws laws, rules and regulations and the Seller has provided the certification to the MPSC required by the Issuance Advice Letter, regulations; (v) the Issuance Advice Letter and the Securitized Utility Tariff Charge Rider SUTC relating to the Transition Property transferred on such date have been filed in accordance with the Financing Order, Order creating the Transition Property transferred on such date and an officer of the Seller has provided the certification to the 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 Governmental Authority is required on the part of the Seller in connection with the creation of the Securitized Utility Tariff PropertyTransition Property transferred on such date, except those that have been obtained or made.State Action. Under the Securitization Law, and (vii) under the “contract clause” of the U.S. Constitution and the “contract clause” of the Missouri Constitution, Holders of the Securitized Utility Tariff Bonds could, absent a demonstration by the State of Missouri 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 necessary a reasonable exercise of the sovereign powers of the State of Texas and of a character reasonable and appropriate to further a significant and legitimate public purpose, successfully challenge and, under the constitutionality of any legislative action that impairs or reduces the value takings clauses of the Securitized Utility Tariff Property United States and Texas Constitutions, the State of Texas could not repeal or amend the Securitized Utility Tariff Charges 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 as to impair (a) the terms would constitute a permanent appropriation of a substantial property interest of the Indenture or Holders in the Securitized Utility Tariff Bonds or (b) Transition Property and deprive the rights 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 remedies of interest on the bondholders determined by such court to limit, alter, impair or reduce the value of the Securitized Utility Tariff Property or the Securitized Utility Tariff Charges prior to the time that the Securitized Utility Tariff Bonds are fully paid and dischargedTransition Bonds.