Common use of Security Interests Clause in Contracts

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral free and clear of any Lien of any Person other than Permitted Liens. All of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than (i) the security interests interest granted to the Indenture Trustee pursuant to this IndentureIndenture in the applicable Series Supplement and (ii) any security interest granted by the Issuer pursuant to an Additional Issuance, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the any Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the any Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders of Bonds secured by such Collateral in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, on the Storm Recovery Collateral in favor of the Indenture Trustee on behalf of the Secured PartiesHolders of the Bonds secured by such Collateral, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Series Collateral, this Indenture, Indenture together with the related Series Supplement, Supplement creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such the related Storm Recovery Series Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted LiensPerson. All of the Collateral constitutes Property or accountsconstitute either Environmental Control Property, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Series Collateral granted to the Indenture Trustee, for Trustee pursuant to this Indenture in the benefit of the Secured Partiesapplicable Series Supplement. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Series Collateral granted to the Indenture TrusteeTrustee for the benefit of the Secured Parties of each related Series. The Issuer has not authorized the filing of and is not aware, after due inquiry, aware of any financing statements against the Issuer that include a description of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary securities intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement Security Entitlement against the Securities Intermediary securities intermediary in such securities account, no the Collection Account for such Series of Bonds is not in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary securities intermediary of the Collection Account for such Series of Bonds to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Series Collateral constituting investment property has been and will have been credited to the Collection Account for such Series of Bonds or a subaccount thereof, and the Securities Intermediary entity acting as Indenture Trustee, in its capacity as the securities intermediary for the such Collection Account Account, has agreed to treat all assets credited to the Collection Account (other than cash) for such Series of Bonds as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection AccountAccount for such Series of Bonds, all funds and financial assets on deposit therein, and all securities entitlements Securities Entitlements relating thereto. The representations and warranties set forth in this Section 2.18 2.16 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account for each Series of Bonds are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this IndentureIndenture in the Series Supplement, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture and the Series Supplement constitute a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral free and clear of any Lien of any Person other than Permitted Liens. All of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes and/or a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Energy Transition Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Securitization Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Securitization Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Securitization Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Securitization Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Securitization Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Securitization Bond Collateral free and clear of any Lien of any Person other than Permitted Liens. All of the Securitization Bond Collateral constitutes Securitization Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Securitization Bond Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Securitization Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Securitization Bond Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Securitization Bond Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Securitization Bond Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Securitization Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. (a) The Issuer hereby makes the following representations and warranties. Other each Guarantor owns and has good title to its Collateral, free and clear of all Liens other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this IndenturePermitted Liens. This Base Indenture and the Guarantee and Collateral Agreement constitute a valid and continuing lien on, and first priority perfected security interest in, Lien on the Storm Recovery Collateral in favor of the Indenture Trustee on behalf of and for the benefit of the Secured Parties, which lien Lien on the Collateral has been perfected (except as described on Schedule 8.11 and security interest as subject to Sections 8.25(c) and 8.25(d)) and is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Issuer and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and equity, or by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery CollateralExcept as set forth in Schedule 8.11, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited and the Guarantors have received all consents and approvals required by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral free and clear of any Lien of any Person other than Permitted Liens. All terms of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in to the UCC), except that proceeds pledge of the Collateral may also take to the form of instrumentsTrustee hereunder and under the Guarantee and Collateral Agreement. The Subject to Sections 8.25(c) and 8.25(d), the Issuer has takenand the Guarantors will have filed, or have caused the Servicer to takefiling of, all action necessary to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Storm Recovery Collateral (other than Intellectual Property) granted to the Indenture Trustee. The Issuer has not authorized Trustee hereunder or under the filing of Guarantee and is not aware, after due inquiry, of any financing statements against the Issuer that include a description Collateral Agreement within ten (10) days of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery date of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 Agreement or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfiedsuch Series Closing Date.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this IndentureIndenture and the Series Supplement, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Securitization Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Securitization Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture and the Series Supplement constitute a valid and continuing lien Lien on, and first priority perfected security interest in, the Storm Recovery Securitization Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Securitization Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Securitization Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Securitization Bond Collateral free and clear of any Lien of any Person other than Permitted Liens. All of the Securitization Bond Collateral constitutes Securitization Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Securitization Bond Collateral may also take the form of instrumentsinstruments or money. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Securitization Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Securitization Bond Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Securitization Bond Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes and/or a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Securitization Bond Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Securitization Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the CRR Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the CRR Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery CRR Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery CRR Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCCUCC and as such term is used in the Securitization Law) in such related Storm Recovery CRR Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the CRR Bond Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the CRR Bond Collateral constitutes either CRR Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the CRR Bond Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery CRR Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery CRR Bond Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the CRR Bond Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the CRR Bond Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Consumer Rate Relief Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral Trust Estate and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral Trust Estate is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien Lien on, and first priority perfected security interest in, the Storm Recovery Collateral Trust Estate in favor of the Indenture Trustee on behalf of the Secured PartiesHolders, which lien Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateralthe Trust Estate, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateralthe Trust Estate, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral Trust Estate free and clear of any Lien of any Person other than Permitted Liens. All of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.Lien

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Deferred Fuel Cost Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Deferred Fuel Cost Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute Indenture, together with the Supplemental Indenture, constitutes a valid and continuing lien Lien on, and first priority perfected security interest in, the Storm Recovery Deferred Fuel Cost Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Deferred Fuel Cost Collateral, this Indenture, together with the Series SupplementSupplemental Indenture, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Deferred Fuel Cost Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Deferred Fuel Cost Collateral free and clear of any Lien of any Person other than the Permitted LiensLien. All of the Deferred Fuel Cost Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Deferred Fuel Cost Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Deferred Fuel Cost Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Deferred Fuel Cost Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Deferred Fuel Cost Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes and/or a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Deferred Fuel Cost Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Deferred Fuel Cost Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Phase-In-Recovery Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Phase-In-Recovery Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Phase-In-Recovery Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Phase-In-Recovery Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCCUCC and as such term is used in the Securitization Law) in such related Storm Phase-In-Recovery Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Phase-In-Recovery Bond Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Phase-In-Recovery Bond Collateral constitutes either Phase-In-Recovery Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Phase-In-Recovery Bond Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.security

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Transition Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Transition Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Transition Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Transition Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCCUCC and as such term is used in the Securitization Law) in such related Storm Recovery Transition Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Transition Bond Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Transition Bond Collateral constitutes either Transition Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Transition Bond Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Transition Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Transition Bond Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Transition Bond Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Transition Bond Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Transition Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other : (a) other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the System Restoration Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the System Restoration Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This ; (b) this Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery System Restoration Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With ; (c) with respect to all Storm Recovery System Restoration Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCCUCC and as such term is used in the Securitization Law) in such related Storm Recovery System Restoration Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The ; (d) the Issuer has good and marketable title to the System Restoration Bond Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All ; (e) all of the System Restoration Bond Collateral constitutes either Transition Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the System Restoration Bond Collateral may also take the form of instruments. The instruments or money; (f) the Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery System Restoration Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The ; (g) the Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery System Restoration Bond Collateral granted to the Indenture Trustee. The ; (h) the Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the System Restoration Bond Collateral other than those filed in favor of the Indenture Trustee. The ; (i) the Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The ; (j) (1) the Collection Account (including all subaccounts thereof thereof, other than the Capital Cash Subaccount) constitutes a “securities account” within the meaning of the UCC and (2) the Capital Cash Subaccount constitutes a “deposit account” within the meaning of the UCC. The ; (k) the Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account Securities Account to identify in its records the Indenture Trustee as the Person having a security entitlement Security Entitlement against the Securities Intermediary in such securities accountSecurities Account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account and the Indenture Trustee acting as “bank” with respect to the Cash Subaccount to comply with entitlement orders of any Person other than the Indenture Trustee. All ; and (l) all of the System Restoration Bond Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC Financial Assets and all cash will be allocated to the Capital applicable Cash Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets Financial Assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery System Restoration Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Transition Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Transition Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Transition Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Series Transition Bond Collateral, this Indenture, together with the related Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCCUCC and as such term is used in the Securitization Law) in such related Storm Recovery Series Transition Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Transition Bond Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Transition Bond Collateral constitutes either Transition Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Transition Bond Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Series Transition Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured PartiesParties of each related Series. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Transition Bond Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Transition Bond Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The Each Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the any Collection Account to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Series Transition Bond Collateral constituting investment property has been and will have been credited to the applicable Collection Account or a subaccount thereof, and the Securities Intermediary for the each Collection Account has agreed to treat all assets credited to the each Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the each Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 2.19 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Transition Bonds, shall be deemed re-made on each date on which any funds in the each Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral Trust Estate and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral Trust Estate is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien Lien on, and first priority perfected security interest in, the Storm Recovery Collateral Trust Estate in favor of the Indenture Trustee on behalf of the Secured PartiesHolders, which lien Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateralthe Trust Estate, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateralthe Trust Estate, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral Trust Estate free and clear of any Lien of any Person other than Permitted Liens(except for any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with K.S.A. §66-1,245). All of the Collateral Trust Estate constitutes Property property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Collateral Trust Estate may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral Trust Estate granted to the Indenture Trustee, for the benefit of the Secured PartiesHolders. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral Trust Estate granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral Trust Estate other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts Subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral Trust Estate constituting investment property has been and will have been credited to the Collection Account or a subaccount Subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery the Securitized Utility Tariff Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the this Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes (a) Each of the following representations Co-Issuers and warrantieseach Guarantor owns and has good title to its Collateral, free and clear of all Liens other than Permitted Liens. Other than the security interests granted any real property contributed to the Indenture Trustee pursuant to this IndentureCo-Issuers, the Issuer has not pledgedIndenture Collateral consists of securities, grantedloans, soldinvestments, conveyed or otherwise assigned any interests or security interests accounts, commercial tort claims, inventory, equipment, fixtures, health care insurance receivables, chattel paper, money, deposit accounts, instruments, financial assets, documents, documents of title investment property, general intangibles, intangibles, letter of credit rights, and other supporting obligations (in each case, as defined in the Collateral UCC and no security agreementPPSA, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indentureapplicable). This Base Indenture and the Guarantee and Collateral Agreements constitute a valid and continuing lien on, and first priority perfected security interest in, Lien on the Storm Recovery Collateral in favor of the Indenture Trustee on behalf of and for the benefit of the Secured Parties, which lien Lien on the Collateral has been perfected (except as described on Schedule 8.11 or as permitted under Section 8.25(c)) and security interest is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the each Co-Issuer and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateralequity, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good Co-Issuers and marketable title to the Collateral free Guarantors have received all consents and clear of any Lien of any Person other than Permitted Liens. All approvals required by the terms of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in to the UCC), except that proceeds pledge of the Collateral may also take to the form of instrumentsTrustee hereunder and under the Guarantee and Collateral Agreements. The Issuer has takenCo-Issuers and the Guarantors have caused, or caused shall have caused, the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit filing of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements and other instruments in the proper filing offices office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Storm Recovery Collateral granted to the Indenture Trustee. The Issuer has not authorized Trustee hereunder or under the filing of Guarantee and is not aware, after due inquiry, of any financing statements against the Issuer that include a description Collateral Agreements within ten (10) days of the Collateral other than those filed date of this Agreement (or the Series 2020-1 Closing Date with respect to the Canadian Securitization Entities), or, in favor the case of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including Intellectual Property, shall take all subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps additional action necessary to cause the Securities Intermediary of each perfect such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first first-priority perfected security interest in (subject to Permitted Liens) consistent with the Collection Account, all funds obligations and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties time periods set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied8.25(c).

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral Trust Estate and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral Trust Estate is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien Lien on, and first priority perfected security interest in, the Storm Recovery Collateral Trust Estate in favor of the Indenture Trustee on behalf of the Secured PartiesHolders, which lien Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateralthe Trust Estate, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateralthe Trust Estate, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral Trust Estate free and clear of any Lien of any Person other than Permitted Liens. All (except for any Lien created by the Issuer under the Basic Documents in favor of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined Holders and in the UCC), except that proceeds accordance with Section 1231 of the Collateral may also take the form of instrumentsSecuritization Act). The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral Trust Estate granted to the Indenture Trustee, for the benefit of the Secured PartiesHolders. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral Trust Estate granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral Trust Estate other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts Subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral Trust Estate constituting investment property has been and will have been credited to the Collection Account or a subaccount Subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any the Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the this Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Rate Stabilization Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Rate Stabilization Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Rate Stabilization Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Series Rate Stabilization Bond Collateral, this Indenture, together with the related Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCCUCC and pursuant to the provisions of the Rate Stabilization Law governing the creation, priority and perfection of security interests) in such related Storm Recovery Series Rate Stabilization Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Rate Stabilization Bond Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Rate Stabilization Bond Collateral constitutes either Rate Stabilization Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Rate Stabilization Bond Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Series Rate Stabilization Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured PartiesParties of each related Series. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Rate Stabilization Bond Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Rate Stabilization Bond Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The Each Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the any Collection Account to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Series Rate Stabilization Bond Collateral constituting investment property has been and will have been credited to the applicable Collection Account or a subaccount thereof, and the Securities Intermediary for the each Collection Account has agreed to treat all assets credited to the each Collection Account (other than cash) as “"financial assets” " within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the each Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 2.19 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Rate Stabilization Bonds, shall be deemed re-made on each date on which any funds in the each Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Transition Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Transition Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Transition Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Series Transition Bond Collateral, this Indenture, together with the related Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCCUCC and as such term is used in the Securitization Law) in such related Storm Recovery Series Transition Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Transition Bond Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Transition Bond Collateral constitutes either Transition Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Transition Bond Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Series Transition Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured PartiesParties of each related Series. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Transition Bond Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Transition Bond Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The Each Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “"securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” " within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the any Collection Account to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Series Transition Bond Collateral constituting investment property has been and will have been credited to the applicable Collection Account or a subaccount thereof, and the Securities Intermediary for the each Collection Account has agreed to treat all assets credited to the each Collection Account (other than cash) as “"financial assets” " within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the each Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 2.19 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Transition Bonds, shall be deemed re-made on each date on which any funds in the each Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied. Covenants Payment of Principal, Premium, if any, and Interest. The principal of and premium, if any, and interest on the Transition Bonds shall be duly and punctually paid by the Issuer, or the Servicer on behalf of the Issuer, in accordance with the terms of the Transition Bonds and this Indenture; provided that except on the Final Maturity Date or upon the acceleration of the Transition Bonds following the occurrence of an Event of Default, the Issuer shall only be obligated to pay the principal of such Transition Bonds on each Payment Date therefor to the extent moneys are available for such payment pursuant to Section 8.02. Amounts properly withheld under the Code or other tax laws by any Person from a payment to any Holder of interest or principal or premium, if any, shall be considered as having been paid by the Issuer to such Holder for all purposes of this Indenture.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral Trust Estate and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral Trust Estate is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Collateral Trust Estate in favor of the Indenture Trustee on behalf of the Secured PartiesHolders, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateralthe Trust Estate, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateralthe Trust Estate, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral Trust Estate free and clear of any Lien of any Person other than Permitted Liens. All (except for any Lien created by the Issuer under the Basic Documents in favor of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined Holders and in the UCC), except that proceeds accordance with Section 1231 of the Collateral may also take the form of instrumentsSecuritization Act). The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral Trust Estate granted to the Indenture Trustee, for the benefit of the Secured PartiesHolders. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral Trust Estate granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral Trust Estate other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral Trust Estate constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any the Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the this Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this IndentureIndenture in the applicable Series Supplement, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture and the applicable Series Supplement constitute a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Series Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Series Collateral, this Indenture, together with the related Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Series Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral free and clear of any Lien of any Person other than Permitted Liens. All of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Series Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Series Collateral granted to the Indenture TrusteeTrustee for each related Series. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account for each Series (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account for each Series to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account for each Series or a subaccount thereof, and the Securities Intermediary for the Collection Account for each Series has agreed to treat all assets credited to the Collection Account (other than cash) for each Series as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection AccountAccount for each Series, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Nuclear Asset-Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account for each Series are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests interest granted to the Indenture Trustee pursuant to this IndentureIndenture in the applicable Series Supplement, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the any Series Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the any Series Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders of Bonds secured by such Series Collateral in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, on the Storm Recovery Series Collateral in favor of the Indenture Trustee on behalf of the Secured PartiesHolders of the Bonds secured by such Series Collateral, which lien and security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateralthe Series Collateral other than Transition Property, this Indenture, together with the Series Supplement, Indenture creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Series Collateral, which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Series Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Series Collateral constitutes Property or accountsconstitute either Transition Property, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Series Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest granted in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Partiesthis Indenture. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Series Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, aware of any financing statements against the Issuer that include a description of the Series Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The Collection Account for a Series of Bonds (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “"securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” " within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary securities intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement Security Entitlement against the Securities Intermediary securities intermediary in such securities account, no the Collection Account for such Series of Bonds is not in the name of any Person person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary securities intermediary of the Collection Account for such Series of Bonds to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Series Collateral constituting investment property has been and will have been credited to the Collection Account for such Series of Bonds or a subaccount thereof, and the Securities Intermediary entity acting as Indenture Trustee, in its capacity as the securities intermediary for the such Collection Account Account, has agreed to treat all assets credited to the Collection Account (other than cash) for such Series of Bonds as “"financial assets” " within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection AccountAccount for such Series of Bonds, all funds and financial assets on deposit therein, and all securities entitlements Securities Entitlements relating thereto. The representations and warranties set forth in this Section 2.18 2.19 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account for each Series of Bonds are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral Trust Estate and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral Trust Estate is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien Lien on, and first priority perfected security interest in, the Storm Recovery Collateral Trust Estate in favor of the Indenture Trustee on behalf of the Secured PartiesHolders, which lien Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateralthe Trust Estate, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateralthe Trust Estate, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral Trust Estate free and clear of any Lien of any Person other than Permitted Liens(except for any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with K.S.A. §66-1,245). All of the Collateral Trust Estate constitutes Property property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.that

Security Interests. The Note Issuer hereby makes the following representations and warranties. Other than the security interests interest granted to the Indenture Trustee pursuant to this Indenture, the Note Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Note Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Note Issuer as debtor covering all or any part of the Note Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Note Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, on the Storm Recovery Note Collateral in favor of the Indenture Trustee on behalf of the Secured PartiesHolders, which lien and security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Note Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery CollateralNote Collateral other than Transition Property, this Indenture, together with the Series Supplement, Indenture creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Note Collateral, which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Note Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Note Issuer has good and marketable title to the Note Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Note Collateral constitutes Property or accountsconstitute either Transition Property, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Note Collateral may also take the form of instruments. The Note Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest granted in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Partiesthis Indenture. The Note Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Note Collateral granted to the Indenture Trustee. The Note Issuer has not authorized the filing of and is not aware, after due inquiry, aware of any financing statements against the Note Issuer that include a description of the Note Collateral other than those filed in favor of the Indenture Trustee. The Note Issuer is not aware of any judgment or tax lien Lien filings against the Note Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “"securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” " within the meaning of the UCC. The Note Issuer has taken all steps necessary to cause the Securities Intermediary each securities intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary securities intermediary in such securities account, no the Collection Account is not in the name of any Person person other than Note Issuer or the Indenture Trustee, and the Note Issuer has not consented to the Securities Intermediary securities intermediary of the Collection Account to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Note Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary Indenture Trustee, as the securities intermediary for the Collection Account Account, has agreed to treat all assets credited to the Collection Account (other than cash) as “"financial assets” " within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 2.19 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery BondsNotes, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Note Issuer as provided in Section 8.04 or otherwise released from the Lien lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Transition Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Transition Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. ; This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Transition Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. ; With respect to all Storm Recovery Transition Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCCUCC and as such term is used in the Securitization Law) in such related Storm Recovery Transition Bond Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. ; The Issuer has good and marketable title to the Transition Bond Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. ; All of the Transition Bond Collateral constitutes either Transition Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Transition Bond Collateral may also take the form of instruments. ; The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Transition Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. ; The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Transition Bond Collateral granted to the Indenture Trustee. ; The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Transition Bond Collateral other than those filed in favor of the Indenture Trustee. ; The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. ; The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “"securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” " within the meaning of the UCC. ; The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary in such securities account, no the Collection Account is not in the name of any Person person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person person other than the Indenture Trustee. ; All of the Transition Bond Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “"financial assets” " within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. ; and The representations and warranties set forth in this Section 2.18 2.19 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Transition Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the this Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied. Covenants Payment of Principal, Premium, if any, and Interest. The principal of and premium, if any, and interest on the Transition Bonds shall be duly and punctually paid by the Issuer, or the Servicer on behalf of the Issuer, in accordance with the terms of the Transition Bonds and this Indenture; provided that except on the Final Maturity Date or upon the acceleration of the Transition Bonds following the occurrence of an Event of Default, the Issuer shall only be obligated to pay the principal of such Transition Bonds on each Payment Date therefor to the extent moneys are available for such payment pursuant to Section 8.02. Amounts properly withheld under the Code or other tax laws by any Person from a payment to any Holder of interest or principal or premium, if any, shall be considered as having been paid by the Issuer to such Holder for all purposes of this Indenture.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests interest ------------------- granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral Pledged Assets, and no security agreement, financing statement or equivalent security or Lien lien instrument listing the Issuer as debtor covering all or any part of the Collateral Pledged Assets is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Noteholders in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, (as defined in the Storm Recovery Collateral UCC) in and Lien on the Pledged Assets in favor of the Indenture Trustee on behalf of the Secured PartiesNoteholders, which lien and security interest and Lien is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has owns good and marketable title to the Collateral Pledged Assets free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Collateral constitutes Property or Pledged Assets constitute either accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Collateral Pledged Assets may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, taken all action necessary to perfect the security interest granted in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Partiesthis Indenture. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Collateral Pledged Assets granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, aware of any financing statements against the Issuer that include a description of collateral covering the Collateral Pledged Assets other than those the financing statements filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than Purchased Assets, as defined in the Capital Subaccount) constitutes a “securities account” Receivables Purchase Agreement, are either accounts or general intangibles within the meaning of the UCC UCC. The Collection Account, the Distribution Account and the Capital Subaccount constitutes each Series Account each constitute either a “securities account or a deposit account” account within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary Indenture Trustee to be the account holder of each such deposit account and the Issuer has taken all steps necessary to cause each securities intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary securities intermediary in such securities account. The Lockbox Accounts constitute deposit accounts within the meaning of the UCC and the Issuer (or the Servicer on its behalf) has delivered to the Indenture Trustee a fully executed agreement pursuant to which the Bank maintaining the Lockbox Accounts has agreed to comply with all instructions originated by the Indenture Trustee directing disposition of the funds in the Lockbox Accounts without further consent by the Issuer, no the Servicer or the Originator. None of the Lockbox Accounts, Collection Account, Distribution Account is or Series Accounts are in the name of any Person person other than Issuer or the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary banks maintaining any such accounts to comply with instructions of any person other than the Collection Account Indenture Trustee and the Issuer has not consented to the securities intermediary of any such securities accounts to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the The Indenture Trustee has a first priority perfected security interest in the Collection Accountall such deposit and securities accounts, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 3.01(n) shall survive the execution and delivery of this Indenture --------------- and the issuance of any Storm Recovery BondsNotes, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX X and --------- as to which the Rating Agency Condition has been satisfied. The Indenture Trustee, as securities intermediary for the Collection Account and each Series Account, has agreed to treat all assets credited to any such account as "financial assets" within the meaning of the UCC.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this IndentureIndenture in the applicable Series Supplement, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture and the applicable Series Supplement constitute a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Series Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Series Collateral, this Indenture, together with the related Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Series Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral free and clear of any Lien of any Person other than Permitted Liens. All of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), except that proceeds of the Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Series Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Series Collateral granted to the Indenture TrusteeTrustee for each related Series. The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account for each Series (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account for each Series to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account for each Series or a subaccount thereof, and the Securities Intermediary for the Collection Account for each Series has agreed to treat all assets credited to the Collection Account (other than cash) for each Series as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection AccountAccount for each Series, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Nuclear Asset-Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account for each Series are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. (a) The Master Issuer hereby makes the following representations and warrantieseach Guarantor owns and has good title to its Securitized Assets, free and clear of all Liens other than Permitted Liens. Other than the security interests granted to Accounts and Intellectual Property, the Indenture Trustee pursuant to this IndentureCollateral consists of securities, the Issuer has not pledgedloans, grantedinvestments, soldaccounts, conveyed commercial tort claims, inventory, equipment, fixtures, health care insurance receivables, chattel paper, money, deposit accounts, instruments, financial assets, documents, investment property, general intangibles, letter of credit rights, or otherwise assigned any interests or security interests other supporting obligations (in each case, as defined in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing UCC). Except in the Issuer as debtor covering all or any part case of the Intellectual Property, which is subject to Section 8.25(c) and Section 8.25(d) or as described on Schedule 7.13(a), this Base Indenture and the Guarantee and Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture Agreement constitute a valid and continuing lien on, and first priority perfected security interest in, Lien on the Storm Recovery Collateral in favor of the Indenture Trustee on behalf of and for the benefit of the Secured Parties, which lien Lien on the Collateral has been perfected, and security interest is prior to all other Liens (other than Permitted Liens), and is enforceable as such as against creditors of and purchasers from the Master Issuer and each Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity equity, and by an implied covenant of good faith and fair dealing. With respect to Except as set forth in Schedule 7.13(a), the Master Issuer and the Guarantors have received all Storm Recovery Collateral, this Indenture, together with consents and approvals required by the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Collateral free and clear of any Lien of any Person other than Permitted Liens. All terms of the Collateral constitutes Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in to the UCC), except that proceeds pledge of the Collateral may also take to the form of instrumentsTrustee hereunder and under the Guarantee and Collateral Agreement. The Master Issuer has takenand the Guarantors have caused, or caused shall have caused, the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit filing of the Secured Parties. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices office in the appropriate jurisdictions under applicable law in order to perfect the first-priority security interest (subject to Permitted Liens) in the Storm Recovery Collateral (other than the Accounts and Intellectual Property) granted to the Indenture Trustee. The Issuer has not authorized Trustee hereunder or under the filing of Guarantee and is not aware, after due inquiry, of any financing statements against the Issuer that include a description Collateral Agreement within ten (10) days of the Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against the Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccount) constitutes a “securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the Person having a security entitlement against the Securities Intermediary in such securities account, no Collection Account is in the name of any Person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any Person other than the Indenture Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account (other than cash) as “financial assets” within the meaning of the UCC and cash will be allocated to the Capital Subaccount. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfiedhereof.

Security Interests. The Note Issuer hereby makes the following representations and warranties. Other than the security interests interest granted to the Indenture Trustee pursuant to this Indenture, the Note Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Note Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Note Issuer as debtor covering all or any part of the Note Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Note Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, on the Storm Recovery Note Collateral in favor of the Indenture Trustee on behalf of the Secured PartiesHolders, which lien and security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Note Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery CollateralNote Collateral other than Transition Property, this Indenture, together with the Series Supplement, Indenture creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Note Collateral, which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Note Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Note Issuer has good and marketable title to the Note Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Note Collateral constitutes Property or accountsconstitute either Transition Property, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Note Collateral may also take the form of instruments. The Note Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest granted in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Partiesthis Indenture. The Note Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Note Collateral granted to the Indenture Trustee. The Note Issuer has not authorized the filing of and is not aware, after due inquiry, aware of any financing statements against the Note Issuer that include a description of the Note Collateral other than those filed in favor of the Indenture Trustee. The Note Issuer is not aware of any judgment or tax lien Lien filings against the Note Issuer. The Collection Account (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “"securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” " within the meaning of the UCC. The Note Issuer has taken all steps necessary to cause the Securities Intermediary securities intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement against the Securities Intermediary securities intermediary in such securities account, no the Collection Account is not in the name of any Person person other than the Indenture Trustee, and the Note Issuer has not consented to the Securities Intermediary securities intermediary of the Collection Account to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Note Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary entity acting as Indenture Trustee, in its capacity as the securities intermediary for the Collection Account Account, has agreed to treat all assets credited to the Collection Account (other than cash) as “"financial assets” " within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.18 2.19 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery BondsNotes, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Note Issuer as provided in Section 8.04 or otherwise released from the Lien lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests interest granted to the Indenture Trustee pursuant to this IndentureIndenture in the applicable Series Supplement, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the any Series Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the any Series Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties Holders of Bonds secured by the Series Collateral in connection with this Indenture. This Indenture constitute constitutes a valid and continuing lien on, and first priority perfected security interest in, on the Storm Recovery Series Collateral in favor of the Indenture Trustee on behalf of the Secured PartiesHolders of the Bonds secured by such Series Collateral, which lien and security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to all Storm Recovery Collateralthe Series Collateral other than Transition Property, this Indenture, together with the Series Supplement, Indenture creates a valid and continuing first priority perfected security interest (as defined in the UCC) in such related Storm Recovery Series Collateral, which security interest is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ ' rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. The Issuer has good and marketable title to the Series Collateral free and clear of any Lien Lien, claim or encumbrance of any Person other than Permitted Liens. All of the Series Collateral constitutes Property or accountsconstitute either Transition Property, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC), ) except that proceeds of the Series Collateral may also take the form of instruments. The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest granted in the Storm Recovery Collateral granted to the Indenture Trustee, for the benefit of the Secured Partiesthis Indenture. The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Series Collateral granted to the Indenture Trustee. The Issuer has not authorized the filing of and is not aware, after due inquiry, aware of any financing statements against the Issuer that include a description of the Series Collateral other than those filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment or tax lien Lien filings against the Issuer. The Collection Account for a Series of Bonds (including all subaccounts thereof other than the Capital Subaccountthereof) constitutes a “"securities account” within the meaning of the UCC and the Capital Subaccount constitutes a “deposit account” " within the meaning of the UCC. The Issuer has taken all steps necessary to cause the Securities Intermediary securities intermediary of each such securities account to identify in its records the Indenture Trustee as the Person person having a security entitlement Security Entitlement against the Securities Intermediary securities intermediary in such securities account, no the Collection Account for such Series of Bonds is not in the name of any Person person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary securities intermediary of the Collection Account for such Series of Bonds to comply with entitlement orders of any Person person other than the Indenture Trustee. All of the Series Collateral constituting investment property has been and will have been credited to the Collection Account for such Series of Bonds or a subaccount thereof, and the Securities Intermediary entity acting as Indenture Trustee, in its capacity as the securities intermediary for the such Collection Account Account, has agreed to treat all assets credited to the Collection Account (other than cash) for such Series of Bonds as “"financial assets” " within the meaning of the UCC and cash will be allocated to the Capital SubaccountUCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection AccountAccount for such Series of Bonds, all funds and financial assets on deposit therein, and all securities entitlements Securities Entitlements relating thereto. The representations and warranties set forth in this Section 2.18 2.19 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re-made on each date on which any funds in the Collection Account for each Series of Bonds are distributed to the Issuer as provided in Section 8.04 or otherwise released from the Lien lien of the Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.