Common use of State Action Clause in Contracts

State Action. (a) Under the Securitization Act, the State of Texas has pledged that it will not take or permit any action that would impair the value of the System Restoration Property or, except as permitted in Section 39.307 of the Public Utility Regulatory Act, reduce, alter or impair the System Restoration Charges until the principal, interest and premium, if any, and any other charges incurred and contracts to be performed in connection with the Bonds, have been paid and performed in full. (b) Under the laws of the State of Texas and the federal laws of the United States, a reviewing court of competent jurisdiction would hold that (x) the State of Texas could not constitutionally take any action of a legislative character, including the repeal or amendment of the Securitization Act, which would substantially limit, alter or impair the System Restoration Property or other rights vested in the Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the System Restoration Property, unless such action is a reasonable exercise of the State of Texas’ sovereign powers and of a character reasonable and appropriate to the important public purpose justifying such action, and, (y) under the takings clauses of the State of Texas and United States Constitutions, if the court concludes that the System Restoration Property is protected by the takings clause, the State of Texas could not repeal or amend the Securitization Act, or take any other action in contravention of its pledge quoted above without paying just compensation to the Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the Bondholders in the System Restoration Property and deprive the Bondholders of their reasonable expectations arising from their investments in the Bonds; however, there is no assurance that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the Bonds.

State Action. (a) Under the Securitization Act, the State of Texas Louisiana has pledged that it will not take or permit any action that would impair the value of the System Restoration Storm Recovery Property or, except as permitted in Section 39.307 1228(c)(4) of the Public Utility Regulatory Securitization Act, reduce, alter or impair the System Restoration Storm Recovery Charges until the principal, interest and premium, if any, and any other charges incurred and contracts to be performed in connection with the Storm Recovery Bonds, have been paid and performed in full. (b) Under the laws of the State of Texas Louisiana and the federal laws of the United States, a reviewing court of competent jurisdiction would hold that (x) the State of Texas Louisiana could not constitutionally take any action of a legislative character, including the repeal or amendment of the Securitization Act, which would substantially limit, alter or impair the System Restoration Storm Recovery Property or other rights vested in the Storm Recovery Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the System Restoration Storm Recovery Property, unless such action is a reasonable and necessary exercise of the State of Texas’ Louisiana’s sovereign powers based on reasonable conditions and of a character reasonable and appropriate to the important emergency or other significant and legitimate public purpose justifying such action, and, (y) under the takings clauses of the State of Texas Louisiana and United States Constitutions, if the court concludes that the System Restoration Storm Recovery Property is protected by the takings clauseclauses, the State of Texas Louisiana could not repeal or amend the Securitization Act, Act or take any other action in contravention of its pledge quoted referred to in subsection (a) above without paying just compensation to the Storm Recovery Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the Storm Recovery Bondholders in the System Restoration Storm Recovery Property and deprive the Storm Recovery Bondholders of their reasonable expectations arising from their investments in the Storm Recovery Bonds; however, there is no assurance that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the Storm Recovery Bonds. (c) Under the laws of the State of Louisiana and the United States Constitution, a Louisiana state court reviewing an appeal of Louisiana Commission action of a legislative character would conclude that the Louisiana Commission Pledge (i) creates a binding contractual obligation of the State of Louisiana for purposes of the contract clauses of the United States and Louisiana Constitutions, and (ii) provides a basis upon which the Storm Recovery Bondholders could challenge successfully any action of the Louisiana Commission of a legislative character, including the rescission or amendment of the Financing Order, that such court determines violates the Louisiana Commission Pledge in a manner that substantially reduces, limits or impairs the value of the Storm Recovery Property or the Storm Recovery Charges, prior to the time that the Storm Recovery Bonds are paid in full and discharged, unless there is a judicial finding that the Louisiana Commission action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious or an abuse of authority. There is no assurance, however, that, even if a court were to award just compensation it would be sufficient to pay the full amount of principal and interest on the Storm Recovery Bonds.

State Action. (a) Under the Securitization Act, the State of Texas has Louisiana and the Louisiana Legislature have each pledged that it will not alter the provisions of the Securitization Act that authorize the Louisiana Commission to create an irrevocable contract right by the issuance of a financing order, to create Energy Transition Property and to make the Energy Transition Charges imposed by a financing order irrevocable, binding and nonbypassable charges, take or permit any action that would impair the value of the System Restoration Property Energy Transition Property, take or permit any action that impairs or would impair the rights and remedies of the Issuer, any other assignee, any Bondholder or other financing parties, or the security for the Energy Transition Bonds, or, except as permitted in Section 39.307 1273(C)(4) of the Public Utility Regulatory Securitization Act, reduce, alter or impair the System Restoration Energy Transition Charges until the principal, interest and premium, if any, and any other charges incurred and contracts to be performed in connection with the Energy Transition Bonds, have been paid and performed in full. (b) Under the laws of the State of Texas Louisiana and the federal laws of the United States, a reviewing court of competent jurisdiction would hold that (x) the State of Texas Louisiana and the Louisiana Legislature could not constitutionally take any action of a legislative character, including the repeal or amendment of the Securitization Act, which would substantially limit, alter or impair the System Restoration Energy Transition Property or other rights vested in the Energy Transition Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the System Restoration Energy Transition Property, unless such action is a reasonable and necessary exercise of the State of Texas’ Louisiana’s sovereign powers based on reasonable conditions and of a character reasonable and appropriate to the important emergency or other significant and legitimate public purpose justifying such action, and that an evident and more moderate course would not serve the State of Louisiana’s purposes equally well, and, (y) under the takings clauses of the State of Texas Louisiana and United States Constitutions, if the court concludes that the System Restoration Energy Transition Property is protected by the takings clauseclauses, the State of Texas Louisiana could not repeal or amend the Securitization Act, Act or take any other action in contravention of its pledge quoted referred to in subsection (a) above without paying just compensation to the Energy Transition Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the Energy Transition Bondholders in the System Restoration Energy Transition Property and deprive the Energy Transition Bondholders of their reasonable expectations arising from their investments in the Energy Transition Bonds; however, there is no assurance that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the Energy Transition Bonds. (c) Under the laws of the State of Louisiana and the United States Constitution, a Louisiana state court reviewing an appeal of Louisiana Commission action of a legislative character would conclude that the Louisiana Commission Pledge (i) creates a binding contractual obligation of the State of Louisiana for purposes of the contract clauses of the United States and Louisiana Constitutions, and (ii) provides a basis upon which the Energy Transition Bondholders could challenge successfully any action of the Louisiana Commission of a legislative character, including the rescission or amendment of the Financing Order, that such court determines violates the Louisiana Commission Pledge in a manner that substantially reduces, alters or impairs the value of the Energy Transition Property or the Energy Transition Charges, prior to the time that the Energy Transition Bonds are paid in full and discharged, unless there is a judicial finding that the Louisiana Commission action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious or an abuse of authority. There is no assurance, however, that even if a court were to award just compensation it would be sufficient to pay the full amount of principal and interest on the Energy Transition Bonds.

State Action. (a) Under the Securitization Act, the State The Commonwealth of Texas Kentucky has pledged pursuant to Section 65.114(2) of the Act that it will not (i) alter the provisions of Sections 278.670 to 278.696 and 65.114 of the Act which authorize the Commission to create the irrevocable contract right or right to sue by the issuance of the Financing Order creating the Cost Recovery Property, making the Charges imposed by the Financing Order irrevocable, binding, or affecting the nonbypassable charges for all existing and future Customers, (ii) take or permit any action that impairs or would impair the value of the System Restoration Cost Recovery Property oror the security for the Bonds or revises the Recovery Costs for which recovery is authorized, except as permitted (iii) in Section 39.307 any way impair the rights and remedies of the Public Utility Regulatory Bondholders, assignees and other financing parties, or (iv) except for changes made pursuant to the formula-based true-up mechanism authorized under Section 278.678 of the Act, reduce, alter alter, or impair the System Restoration Charges until that are to be imposed, billed, charge, collected, and remitted for the principalbenefit of the Bondholders, interest and premium, if anyany assignee, and any other financing parties until any and all principal, interest, premium, financing costs, and other fees, expenses or charges incurred incurred, and any contracts to be performed performed, in connection with the Bonds, related Bonds have been paid and performed in full. (b) . Under the laws of the State Commonwealth of Texas Kentucky and the federal laws of the United States, a reviewing court the Commonwealth of competent jurisdiction would hold that (x) the State of Texas could Kentucky may not constitutionally take any action of a legislative character, character including the repeal or amendment of the Securitization Act, which would substantially limit, alter or impair the System Restoration Cost Recovery Property or other rights vested in the Bondholders Holders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the System Restoration Cost Recovery Property, unless such action is a reasonable exercise of the State of Texas’ sovereign powers of the Commonwealth of Kentucky and of a character reasonable and appropriate to the important further a legitimate public purpose justifying such actionpurpose, and, (y) under the takings clauses of the State of Texas and United States and Kentucky Constitutions, if the court concludes that the System Restoration Property is protected by the takings clause, the State Commonwealth of Texas could Kentucky may not repeal or amend the Securitization Act, as implemented by the Financing Order, or take any other action in contravention of its pledge quoted above without paying just compensation to the BondholdersHolders, as determined by a court of competent jurisdiction, jurisdiction if doing so would constitute a permanent appropriation of a substantial property interest of the Bondholders Holders in the System Restoration Cost Recovery Property and deprive the Bondholders Holders of their reasonable expectations arising from their investments in the Bonds; . There is no assurance, however, there is no assurance that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the Bonds.

State Action. (a) Under the Securitization ActLaw, the State of Texas has pledged that it will not take or permit any action that would impair the value of the System Restoration Transition Property transferred on such date, or, except as permitted in by Section 39.307 (as incorporated through Section 36.403(a)) of the Public Utility Regulatory ActSecuritization Law, reduce, alter or impair the System Restoration Charges relating to the Transition Property until the principal, interest and premium, if any, premium and any other charges incurred and contracts to be performed in connection with the Bonds, System Restoration Bonds relating to the Transition Property have been paid and performed in full. (b) . Under the laws of the State of Texas and the federal laws of the United States, a reviewing court of competent jurisdiction would hold that (x) the State of Texas could not constitutionally take any action of a legislative character, character including the repeal or amendment of the Securitization ActLaw, which would substantially limit, alter or impair the System Restoration Transition Property or other rights vested in the Bondholders Holders pursuant to the Financing Order, Order or substantially limit, alter, impair or reduce the value or amount of the System Restoration Transition Property, unless such action is a reasonable exercise of the sovereign powers of the State of Texas’ sovereign powers Texas and of a character reasonable and appropriate to the important further a legitimate public purpose justifying such actionpurpose, and, (y) under the takings clauses of the State of Texas and United States and Texas Constitutions, if the court concludes that the System Restoration Property is protected by the takings clause, the State of Texas could not repeal or amend the Securitization Act, Law or take any other action in contravention of its pledge quoted above without paying just compensation to the BondholdersHolders, as determined by a court of competent jurisdiction, jurisdiction if doing so would constitute a permanent appropriation of a substantial property interest of the Bondholders Holders in the System Restoration Transition Property and deprive the Bondholders Holders of their reasonable expectations arising from their investments in the System Restoration Bonds; . There is no assurance, however, there is no assurance that, even if a court were to award just compensation, compensation it would be sufficient to pay the full amount of principal of and interest on the System Restoration Bonds.

State Action. (a) Under the Securitization Financing Act, the State of Texas has pledged that it will not take or permit any action that would impair the value of the System Restoration Transition Property transferred on such date, or, except as permitted in by Section 39.307 (as incorporated through Section 36.403(a)) of the Public Utility Regulatory Financing Act, reduce, alter or impair the System Restoration Charges relating to the Transition Property until the principal, interest and premium, if any, premium and any other charges incurred and contracts to be performed in connection with the Bonds, System Restoration Bonds relating to the Transition Property have been paid and performed in full. (b) . Under the laws of the State of Texas and the federal laws of the United States, a reviewing court of competent jurisdiction would hold that (x) the State of Texas could not constitutionally take any action of a legislative character, character including the repeal or amendment of the Securitization Financing Act, which would substantially limit, alter or impair the System Restoration Transition Property or other rights vested in the Bondholders Holders pursuant to the Financing Order, Order or substantially limit, alter, impair or reduce the value or amount of the System Restoration Transition Property, unless such action is a reasonable exercise of the sovereign powers of the State of Texas’ sovereign powers Texas and of a character reasonable and appropriate to the important further a legitimate public purpose justifying such actionpurpose, and, (y) under the takings clauses of the State of Texas and United States and Texas Constitutions, if the court concludes that the System Restoration Property is protected by the takings clause, the State of Texas could not repeal or amend the Securitization Act, Financing Act or take any other action in contravention of its pledge quoted above without paying just compensation to the BondholdersHolders, as determined by a court of competent jurisdiction, jurisdiction if doing so would constitute a permanent appropriation of a substantial property interest of the Bondholders Holders in the System Restoration Transition Property and deprive the Bondholders Holders of their reasonable expectations arising from their investments in the System Restoration Bonds; . There is no assurance, however, there is no assurance that, even if a court were to award just compensation, compensation it would be sufficient to pay the full amount of principal of and interest on the System Restoration Bonds.

State Action. (a) Under the Securitization ActLaw, the State of Texas has pledged that it will not take or permit any action that would impair the value of the System Restoration Transition Property transferred on such date, or, except as permitted in by Section 39.307 of the Public Utility Regulatory ActSecuritization Law, reduce, alter or impair the System Restoration Transition Charges relating to such Transition Property until the principal, interest and premium, if any, premium and any other charges incurred and contracts to be performed in connection with the Bonds, Transition Bonds of such Series relating to such Transition Property have been paid and performed in full. (b) . Under the laws of the State of Texas and the federal laws of the United States, a reviewing court of competent jurisdiction would hold that (x) the State of Texas could not constitutionally take any action of a legislative character, character including the repeal or amendment of the Securitization ActLaw, which would substantially limit, alter or impair the System Restoration Transition Property or other rights vested in the Bondholders Holders pursuant to the Financing Order, Order or substantially limit, alter, impair alter or reduce the value or amount of the System Restoration Transition Property, unless such action is a reasonable exercise of the sovereign powers of the State of Texas’ sovereign powers Texas and of a character reasonable and appropriate to the important further a legitimate public purpose justifying such actionpurpose, and, (y) under the takings clauses of the State of Texas and United States and Texas Constitutions, if the court concludes that the System Restoration Property is protected by the takings clause, the State of Texas could not repeal or amend the Securitization Act, Law or take any other action in contravention of its pledge quoted above without paying just compensation to the BondholdersHolders, as determined by a court of competent jurisdiction, jurisdiction if doing so would constitute a permanent appropriation of a substantial property interest of the Bondholders Holders in the System Restoration Transition Property and deprive the Bondholders Holders of their reasonable expectations arising from their investments in the Transition Bonds; . There is no assurance, however, there is no assurance that, even if a court were to award just compensation, compensation it would be sufficient to pay the full amount of principal of and interest on the Transition Bonds.

State Action. (a) Under the Securitization Public Utility Regulatory Act, the State of Texas has pledged that it will not take or permit any action that would impair the value of the System Restoration Property or, except as permitted in Section 39.307 of the Public Utility Regulatory Act, reduce, alter or impair the System Restoration Charges until the principal, interest and premium, if any, and any other charges incurred and contracts to be performed in connection with the Bonds, have been paid and performed in full. (b) Under the laws of the State of Texas and the federal laws of the United States, a reviewing court of competent jurisdiction would hold that (x) the State of Texas could not constitutionally take any action of a legislative character, including the repeal or amendment of the Securitization Actsecuritization provisions of the Public Utility Regulatory Act or the System Restoration Amendments, which would substantially limit, alter or impair the System Restoration Property or other rights vested in the Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the System Restoration Property, unless such action is a reasonable exercise of the State of Texas’ sovereign powers and of a character reasonable and appropriate to the important public purpose justifying such action, and, (y) under the takings clauses of the State of Texas and United States Constitutions, if the court concludes that the System Restoration Property is protected by the takings clause, the State of Texas could not repeal or amend the Securitization Actsecuritization provisions of the Public Utility Regulatory Act or the System Restoration Amendments, or take any other action in contravention of its pledge quoted above without paying just compensation to the Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the Bondholders in the System Restoration Property and deprive the Bondholders of their reasonable expectations arising from their investments in the Bonds; however, there is no assurance that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the Bonds.

State Action. (a) Under the Securitization ActStatute, the State of Texas has pledged that it will Michigan may not take or permit any action that would impair the value of the System Restoration Distribution Securitization Property oror the Power Supply Securitization Property, reduce, or alter, except as permitted allowed in Section 39.307 of connection with the Public Utility Regulatory ActTrue-Up Adjustment, reduce, alter or impair the System Restoration Securitization Charges to be imposed, collected and remitted to the Issuer until the principal, interest and premium, if any, and any other charges incurred incurred, and contracts to be performed performed, in connection with the Bonds, Securitization Bonds have been paid and performed in full. (b) Under ; and under the laws Contract Clauses of the State of Texas Michigan and the federal laws of the United StatesStates Constitutions, a reviewing court of competent jurisdiction would hold that (x) the State of Texas Michigan, including the Commission, could not constitutionally take any action of a legislative character, including the repeal or amendment of the Securitization ActStatute or the Financing Order (including repeal or amendment by voter initiative as defined in the Michigan Constitution or by amendment of the Michigan Constitution), which that would substantially limit, alter or impair the System Restoration value of the Distribution Securitization Property or other rights vested the Power Supply Securitization Property or substantially reduce or alter, except as allowed in connection with the Bondholders pursuant to the Financing OrderTrue-Up Adjustment, or substantially limitimpair the Securitization Charges to be imposed, alter, impair or reduce collected and remitted to the value or amount of the System Restoration PropertyIssuer, unless such this action is a reasonable exercise of the State of Texas’ Michigan’s sovereign powers and of a character reasonable and appropriate to further the important public purpose justifying such action, this action and, (y) under the takings clauses Takings Clauses of the State of Texas Michigan and United States Constitutions, if the court concludes that the System Restoration Property is protected by the takings clause, the State of Texas Michigan, including the Commission, could not repeal or amend the Securitization Act, Statute or the Financing Order (including repeal or amendment by voter initiative as defined in the Michigan Constitution or by amendment of the Michigan Constitution) or take any other action in contravention of its pledge quoted above described in the first clause of this Section, without paying just compensation to the BondholdersHolders, as determined by a court of competent jurisdiction, if doing so this action would constitute a permanent appropriation of a substantial property interest of the Bondholders Holders in the System Restoration Securitization Property and deprive deprives the Bondholders Holders of their reasonable expectations arising from their investments in the Securitization Bonds; . There is no assurance, however, there is no assurance that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the Securitization Bonds.

State Action. (a) Under the Securitization Act, the State of Texas Louisiana has pledged that it will not take or permit any action that would impair the value of the System Restoration Storm Recovery Property or, except as permitted in Section 39.307 1228(c)(4) of the Public Utility Regulatory Securitization Act, reduce, alter or impair the System Restoration Storm Recovery Charges until the principal, interest and premium, if any, and any other charges incurred and contracts to be performed in connection with the Storm Recovery Bonds, have been paid and performed in full. (b) Under the laws of the State of Texas Louisiana and the federal laws of the United States, a reviewing court of competent jurisdiction would hold that (x) the State of Texas Louisiana could not constitutionally take any action of a legislative character, including the repeal or amendment of the Securitization Act, which would substantially limit, alter or impair the System Restoration Storm Recovery Property or other rights vested in the Storm Recovery Bondholders pursuant to the Financing Order, or substantially limit, alter, impair or reduce the value or amount of the System Restoration Storm Recovery Property, unless such action is a reasonable and necessary exercise of the State of Texas’ Louisiana's sovereign powers based on reasonable conditions and of a character reasonable and appropriate to the important emergency or other significant and legitimate public purpose justifying such action, and, (y) under the takings clauses of the State of Texas Louisiana and United States Constitutions, if the court concludes that the System Restoration Storm Recovery Property is protected by the takings clauseclauses, the State of Texas Louisiana could not repeal or amend the Securitization Act, Act or take any other action in contravention of its pledge quoted referred to in subsection (a) above without paying just compensation to the Storm Recovery Bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the Storm Recovery Bondholders in the System Restoration Storm Recovery Property and deprive the Storm Recovery Bondholders of their reasonable expectations arising from their investments in the Storm Recovery Bonds; however, there is no assurance that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal of and interest on the Storm Recovery Bonds. (c) Under the laws of the State of Louisiana and the United States Constitution, a Louisiana state court reviewing an appeal of Louisiana Commission action of a legislative character would conclude that the Louisiana Commission Pledge (i) creates a binding contractual obligation of the State of Louisiana for purposes of the contract clauses of the United States and Louisiana Constitutions, and (ii) provides a basis upon which the Storm Recovery Bondholders could challenge successfully any action of the Louisiana Commission of a legislative character, including the rescission or amendment of the Financing Order, that such court determines violates the Louisiana Commission Pledge in a manner that substantially reduces, limits or impairs the value of the Storm Recovery Property or the Storm Recovery Charges, prior to the time that the Storm Recovery Bonds are paid in full and discharged, unless there is a judicial finding that the Louisiana Commission action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious or an abuse of authority. There is no assurance, however, that, even if a court were to award just compensation it would be sufficient to pay the full amount of principal and interest on the Storm Recovery Bonds.