Common use of Certain Negative Covenants Clause in Contracts

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Storm Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, or in connection with the issuance of Additional Series, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Storm Recovery Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Storm Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this the Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the related Storm Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series SupplementIndenture; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any debt obligations other than storm recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)permitted by this Indenture.

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) a. permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) b. permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) c. permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Securitization Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Securitization Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitization Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Securitization Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitization Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Securitization Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Securitization Bond Collateral; (e) enter into any swap, hedge or similar financial instrument; (f) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fg) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gh) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hi) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ij) issue any recovery securitization bonds (as defined for this purpose in the Securitization Law) under the Wildfire Financing Securitization Law or any similar law (other than the Recovery Securitization Bonds)) or issue any other debt obligations.

Certain Negative Covenants. So long as any Storm Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, or in connection with the issuance of additional series of storm recovery bonds in accordance with Section 3.22 of this Indenture, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Storm Recovery Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Storm Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this the Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the related Storm Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series SupplementIndenture; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any debt obligations other than storm recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)permitted by this Indenture.

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of U.S. federal taxes income tax and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)) or in the case of Additional Recovery Bonds or Additional Other Recovery Bonds, in accordance with Section 3.23 herein.

Certain Negative Covenants. So long as any Recovery Environmental Trust Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Environmental Trust Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Environmental Trust Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Environmental Trust Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Environmental Trust Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Environmental Trust Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Environmental Trust Bond Collateral; (e) enter into any swap, hedge or similar financial instrument; (f) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fg) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gh) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hi) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ij) issue any recovery environmental trust bonds under the Wildfire Financing Law Statute or any similar law (other than the Recovery Environmental Trust Bonds).

Certain Negative Covenants. So long as any Storm Recovery Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Storm Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Storm Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Storm Recovery Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Storm Recovery Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Storm Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Storm Recovery Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Daysdays’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a the Rating Agency Condition without satisfying the Rating Agency Condition; (hix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ix) issue any storm recovery bonds under the Wildfire Financing Storm Recovery Securitization Law or any similar law (other than the Storm Recovery Bonds).

Certain Negative Covenants. So long as any Phase-In-Recovery Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Phase-In-Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Phase-In-Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Phase-In-Recovery Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Phase-In-Recovery Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Phase-In-Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Phase-In-Recovery Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ix) issue any phase-in-recovery bonds under the Wildfire Financing Securitization Law or any similar law (other than the Phase-In-Recovery Bonds)) or issue or incur any other debt obligations.

Certain Negative Covenants. So long as any Recovery System Restoration Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery System Restoration Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery System Restoration Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery System Restoration Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery System Restoration Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery System Restoration Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery System Restoration Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ix) issue any recovery transition bonds under the Wildfire Financing Securitization Law or any similar law (other than the Recovery System Restoration Bonds).

Certain Negative Covenants. So long as any Recovery Securitized Utility Tariff Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond CollateralTrust Estate, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitized Utility Tariff Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralTrust Estate; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitized Utility Tariff Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond CollateralTrust Estate; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive officeoffice or state of formation, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of granted pursuant to this Indenture and the Series Supplement; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (debt obligations other than the Recovery Securitized Utility Tariff Bonds).

Certain Negative Covenants. So long as any Recovery Transition Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Transition Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Transition Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Transition Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Transition Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Transition Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Transition Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ix) issue any recovery transition bonds under the Wildfire Financing Securitization Law or any similar law (other than the Recovery Transition Bonds).

Certain Negative Covenants. So long as any Recovery Securitization Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Securitization Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitization Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Securitization Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitization Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Securitization Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Securitization Bond Collateral; (e) enter into any swap, hedge or similar financial instrument; (f) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fg) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gh) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hi) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ij) issue any recovery securitization bonds (as defined for this purpose in the Statute) under the Wildfire Financing Law Statute or any similar law (other than the Recovery Bonds)Securitization Bonds subject to the conditions described herein) or issue any other debt obligations.

Certain Negative Covenants. So long as any Recovery Securitization Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond CollateralTrust Estate, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitization Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralTrust Estate; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitization Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond CollateralTrust Estate; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive officeoffice or state of formation, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (debt obligations other than the Recovery Securitization Bonds).

Certain Negative Covenants. So long as any Recovery Securitized Utility Tariff Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Securitized Utility Tariff Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitized Utility Tariff Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Securitized Utility Tariff Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitized Utility Tariff Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Securitized Utility Tariff Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Securitized Utility Tariff Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election or take any other action inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds Securitized Utility Tariff Bonds under the Wildfire Financing Securitization Law or any similar law (other than the Recovery Securitized Utility Tariff Bonds).

Certain Negative Covenants. So long as any Recovery System Restoration Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery System Restoration Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery System Restoration Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery System Restoration Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery System Restoration Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery System Restoration Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery System Restoration Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Daysdays’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a the Rating Agency Condition without satisfying the Rating Agency Condition; (hix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ix) issue any recovery bonds System Restoration Bonds under the Wildfire Financing Law Act or any similar law (other than the Recovery System Restoration Bonds).

Certain Negative Covenants. So long as any Nuclear Asset-Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, or in connection with the issuance of Additional Series, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Nuclear Asset-Recovery Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement Supplements to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Nuclear Asset-Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementSupplements) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the any Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond related Series Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series SupplementSupplements; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (debt obligations other than the Nuclear Asset-Recovery Bonds)Bonds permitted by this Indenture.

Certain Negative Covenants. So long as any Recovery Securitization Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Securitization Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitization Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Securitization Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitization Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien Lien, security interest or other encumbrance, (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Securitization Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Securitization Bond Collateral; (e) enter into any swap, hedge or similar financial arrangement; (f) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fg) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gh) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hi) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ij) issue any recovery securitization bonds (as defined for this purpose in the Statute) under the Wildfire Financing Law Statute or any similar law (other than the Recovery Bonds)Securitization Bonds or issue any other debt obligations.

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) a. permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) b. permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) c. permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Consumer Rate Relief Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery CRR Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Consumer Rate Relief Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery CRR Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Consumer Rate Relief Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery CRR Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery CRR Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ix) issue any recovery consumer rate relief bonds under the Wildfire Financing Securitization Law or any similar law (other than the Recovery Consumer Rate Relief Bonds)) or issue or incur any other debt obligations.

Certain Negative Covenants. So long as any Recovery Securitized Utility Tariff Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond CollateralTrust Estate, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitized Utility Tariff Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralTrust Estate; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitized Utility Tariff Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond CollateralTrust Estate; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive officeoffice or state of formation, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (debt obligations other than the Recovery Securitized Utility Tariff Bonds).

Certain Negative Covenants. So long as any Recovery Deferred Fuel Cost Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Deferred Fuel Cost Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Deferred Fuel Cost Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Deferred Fuel Cost Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Deferred Fuel Cost Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Deferred Fuel Cost Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this the Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond related Deferred Fuel Cost Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) 10 Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series SupplementIndenture; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery deferred fuel cost or other similar bonds under the Wildfire Financing Law or any similar law (other than the Recovery Deferred Fuel Cost Bonds).

Certain Negative Covenants. So long as any Recovery Securitized Utility Tariff Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Securitized Utility Tariff Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitized Utility Tariff Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Securitized Utility Tariff Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitized Utility Tariff Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Securitized Utility Tariff Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Securitized Utility Tariff Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds Securitized Utility Tariff Bonds under the Wildfire Financing Securitization Law or any similar law (other than the Recovery Securitized Utility Tariff Bonds).

Certain Negative Covenants. So long as any Recovery Energy Transition Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Energy Transition Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Energy Transition Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) 10 Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (debt obligations other than the Recovery Energy Transition Bonds).

Certain Negative Covenants. So long as any Recovery Transition Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Transition Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Transition Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Transition Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the related Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Transition Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the related Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Transition Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the any Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Series Transition Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Daysdays’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the related Series Supplement; (gviii) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition;; or (hix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Rate Reduction Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond RRB Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Rate Reduction Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond RRB Collateral, other than as set forth in this Indenture; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Rate Reduction Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond RRB Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), Permitted Liens) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond RRB Collateral, subject only to Permitted Liens; (e) enter into any swap, hedge or similar financial instrument; (f) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fg) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gh) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition;; or (hi) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. (a) The Note Issuer shall not issue Notes in an aggregate initial Outstanding Amount (i) during the twelve-month period beginning on August 1, 1998 in excess of $3,400,000,000; and (ii) on any date from and after July 31, 1999, in excess of $6,800,000,000, less the aggregate initial Outstanding Amount of any Notes issued on or prior to July 31, 1999. (b) So long as any Recovery Bonds Notes are Outstanding, the Note Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic DocumentsIndenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Note Issuer, including those included in the Recovery Bond Note Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Note Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10;; or (iA) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien lien of this Indenture or of the Series Supplement) Indenture), to be created on or extend to or otherwise arise upon or burden the Recovery Bond Note Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Note Collateral;; or (ev) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Rate Stabilization Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Rate Stabilization Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Rate Stabilization Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Rate Stabilization Bond Collateral; (ciii) to the fullest extent permitted by law, terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the related Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Rate Stabilization Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the related Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Rate Stabilization Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the any Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Series Rate Stabilization Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Daysdays’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the related Series Supplement;; or (gviii) take any action which is subject to a the Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Bonds are OutstandingSO LONG AS ANY STORM RECOVERY BONDS ARE OUTSTANDING, the Issuer shall notTHE ISSUER SHALL NOT: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Storm Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Storm Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Storm Recovery Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Storm Recovery Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Storm Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Storm Recovery Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Daysdays’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a the Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (iix) issue any storm recovery bonds under the Wildfire Financing Law Securitization Act or any similar law (other than the Storm Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Environmental Trust Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Environmental Trust Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Environmental Trust Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Environmental Trust Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Environmental Trust Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Environmental Trust Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Environmental Trust Bond Collateral; (e) enter into any swap, hedge or similar financial instrument; (f) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fg) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gh) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hi) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ij) issue any recovery environmental trust bonds under the Wildfire Financing Law Statute or any similar law (other than the Recovery Environmental Trust Bonds).

Certain Negative Covenants. So long as any Recovery Securitized Utility Tariff Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Securitized Utility Tariff Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitized Utility Tariff Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Securitized Utility Tariff Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (d) (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitized Utility Tariff Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Securitized Utility Tariff Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Securitized Utility Tariff Bond Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of U.S. federal taxes income tax and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds Securitized Utility Tariff Bonds under the Wildfire Financing Securitization Law or any similar law (other than the Recovery Securitized Utility Tariff Bonds).

Certain Negative Covenants. So long as any Storm Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond CollateralTrust Estate, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Storm Recovery Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury Regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralTrust Estate; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Storm Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of and the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of granted pursuant to this Indenture or of and the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond CollateralTrust Estate; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the The Issuer shall will not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld in good faith from such payments under the Internal Revenue Code or other applicable tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collaterallaw including foreign withholding); (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (ib) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien in favor of the Indenture Trustee, created by this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, ; (iic) permit any Lien lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien lien in favor of the Indenture Trustee created by this Indenture or of any liens for municipal or other local taxes if such taxes shall not at the Series Supplementtime be due and payable or if the Issuer shall currently be contesting the validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof thereof; or (other than tax liens arising by operation of law with respect to amounts not yet due), or (iiid) permit the Lien lien in favor of the Indenture Trustee created by this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; Collateral (e) elect to other than any liens for municipal or other local taxes if such taxes shall not at the time be classified as an association taxable as a corporation for federal income tax purposes due and payable or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change if the Issuer delivers to shall currently be contesting the Indenture Trustee (validity thereof in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(grespect thereto); or (ie) issue any recovery bonds under the Wildfire Financing Law voluntarily dissolve or any similar law (other than the Recovery Bonds)liquidate.

Certain Negative Covenants. So long as any Recovery Securitization Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Securitization Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Securitization Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Securitization Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Securitization Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien Lien, security interest or other encumbrance, (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Securitization Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Securitization Bond Collateral; (e) enter into any swap, hedge or similar financial arrangement; (f) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fg) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gh) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (hi) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ij) issue any recovery securitization bonds under the Wildfire Financing Law Statute or any similar law (other than the Recovery Bonds)Securitization Bonds and any Additional Securitization Bonds subject to the conditions described herein or issue any other debt obligations.

Certain Negative Covenants. So long as (A) Until the Security Release Date, except with the prior written consent of the Purchaser: (1) no MineCo shall engage directly or indirectly in any Recovery Bonds are Outstandingmaterial business activity or purchase or otherwise acquire any material property, in either case, not related to the development, construction, and operation of, and extraction and processing of mineral resources from, the Issuer shall notProject, or that is not reasonably required to perform its obligations under the Key Transaction Documents or the Senior Financing (other than in respect of, or in connection with any Non-Project Activity); (2) neither the Project Entities nor any MineCo shall: (a) except as expressly permitted by make any Investments other than Permitted Investments; and (b) make any Acquisitions other than Permitted Acquisitions; (3) without prejudice to their obligations elsewhere under this Indenture Agreement, the Project Entities and the other Basic Documentseach MineCo may only purchase, sellacquire or lease (whether directly or indirectly) any property from, transfer, exchange or otherwise dispose deal or enter into any agreement with, any Related Party in the ordinary course of any and pursuant to the reasonable requirements of the properties Project Entity’s or assets such MineCo’s business and upon Arm’s Length Terms and further provided that any such purchased or acquired property constitutes part of the IssuerCollateral unless it is Excluded Property; (4) each of the Project Entities and each MineCo may have, including those included assume or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt only if such Debt constitutes Permitted Debt and Obligations; (5) a MineCo may enter into any hedge instrument or incur any hedge obligations only if such hedge obligations are pursuant to Permitted Hedging Arrangements; (6) each of the Recovery Bond CollateralSeller and each MineCo may only make any Restricted Payment if all of the following conditions are satisfied: (a) until the Completion Date, unless directed evidence has been provided, to do so by the Indenture Trustee in accordance with Article Vsatisfaction of the Purchaser, acting reasonably, that after making such Restricted Payment the aggregate amount of Liquidity of the Project Entities and each MineCo which are available to pay Project Costs is at least [***]; (b) claim any credit onno Project Entity Event of Default and no event that, with the giving of notice or make any deduction from the principal passage of time would constitute a Project Entity Event of Default, has occurred and is continuing or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from would occur as a result of such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralRestricted Payment; (c) terminate its existence all operating expenses of the Seller and each MineCo then due and owing have been paid in full (or, in the case of any loan incurred by ProjectCo pursuant to a Senior Financing and on-advanced to Seller or dissolve or liquidate Magazynskraal MineCo, would be paid in whole or full once advanced); and (d) all amounts then due and owing in partrespect of any Debt of the Seller Group Members (other than Debt owing to any Seller Group Member), except and payment of which would not be a Restricted Payment, have been paid in full (or, in the case of any loan incurred by ProjectCo pursuant to a transaction permitted by Section 3.10Senior Financing and on-advanced to another Seller Group Member, would be paid in full once advanced), and the relevant MineCo shall notify the Purchaser in writing at least [***] prior to any intended Restricted Payment to be made in accordance with this Clause ‎6.12(A)(6) with full particulars of such intended Restricted Payment; (i7) permit the validity no MineCo shall transfer or effectiveness of this Indenture or the other Basic Documents assign any Debt owed to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien it (other than (1) further to the Lien of this Indenture Security Documents, (2) to the extent that such Debt does not relate to the Project or, (3) to each other); and (8) the Seller and the ProjectCo shall not, and shall not permit any Seller Group Members to, create, incur, assume or suffer to exist any Encumbrance upon all or any of the Series SupplementCollateral, whether now owned or hereafter acquired, other than Permitted Encumbrances. (B) to be created on Except for entering into this Agreement, any Offtake Agreement, the Seller Offtake Agreement [***], or extend to or otherwise arise upon or burden with the Recovery Bond Collateral prior written consent of the Purchaser, the Seller shall not, and shall not permit a MineCo or any part thereof or any interest therein or the proceeds thereof other Seller Group Member to, Transfer a Production Interest relating to Minerals (other than tax liens arising by operation of law a Permitted Asset Disposition) to another Person or provide any guarantee, indemnity or security in connection with respect to amounts not yet due)the foregoing, or (iii) permit the Lien of this Indenture or provided that, consent of the Series Supplement Purchaser shall not to constitute be required if such Transfer of a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income Production Interest constitutes Permitted Debt and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)Obligations.

Certain Negative Covenants. So long as any Investment Recovery Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Investment Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Investment Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Investment Recovery Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Investment Recovery Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Investment Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Investment Recovery Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Daysdays’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a the Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (iix) issue any investment recovery bonds under the Wildfire Financing Investment Recovery Securitization Law or any similar law (other than the Investment Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, or make any election or take any other action inconsistent with the treatment of the Issuer, for purposes of U.S. federal income taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds Recovery Bonds under the Wildfire Financing Law Act or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Storm Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, or in connection with the issuance of Additional Series, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond CollateralTrust Estate, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Storm Recovery Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralTrust Estate; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Storm Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond CollateralTrust Estate; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive officeoffice or state of formation, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series SupplementIndenture; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any debt obligations other than storm recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)permitted by this Indenture.

Certain Negative Covenants. So long as any Storm Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, or in connection with the issuance of Additional Series, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond CollateralTrust Estate, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Storm Recovery Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralTrust Estate; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (d) (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Storm Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond CollateralTrust Estate; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive officeoffice or state of formation, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series SupplementIndenture; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any debt obligations other than storm recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)permitted by this Indenture.

Certain Negative Covenants. So long as any Recovery Transition Bonds are Outstanding, the Issuer shall not: (a) : except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Transition Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) ; &#claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Transition Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Transition Bond Collateral; (c) ; terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; ; (iA) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the related Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Transition Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the related Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Transition Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the any Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Series Transition Bond Collateral; (e) ; enter into any swap, hedge or similar financial instrument; elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) ; change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ days' prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the related Series Supplement; (g) ; take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily ; orvoluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the Indenture, any Sale Agreement, any Servicing Agreement or any other Basic DocumentsDocument, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iA) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien lien of this Indenture or of the Series Supplement) Indenture), to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (ev) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvi) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to promptly after the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement;Indenture; or (gvii) take any action which is expressly stated in the Basic Documents to be subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Bonds are OutstandingUntil the Obligation has been paid and performed in full and Lender has no further commitment to make Advances, the Issuer shall notBorrower covenants and agrees with Lender that Borrower will not directly or indirectly, without prior written consent of Lender: (a) assign or attempt to assign any of Borrower's rights or obligations under any Loan Paper; (b) create, assume, incur, permit to exist, guarantee or in any manner become liable, contingently or otherwise, in respect of any material indebtedness, other than the indebtedness of the Borrower under the Loan Papers, except for indebtedness and leases incurred in the ordinary course of business, indebtedness incurred for the sole purpose of paying the Obligation in full when due and indebtedness pursuant to the existing loan facilities as expressly permitted by this Indenture and currently set forth in the other Basic DocumentsIntercompany Credit Agreements; or (c) enter into any material amendments of the Intercompany Credit Agreements regarding any amount of credit, payment schedule or rate of interest thereunder; (d) sell, transferlease, exchange assign or otherwise dispose of or transfer all, substantially all, or any substantial portion of its assets, or enter into any merger or consolidation, or transfer control of the Borrower, or form or acquire any subsidiary without the prior written approval of Lender; (e) grant, suffer or permit any contractual or noncontractual lien, encumbrance, charge or security interest on any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in partassets, except in a transaction permitted favor of Lender and the holders of the indebtedness evidenced by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impairedIntercompany Credit Agreements, or permit the Lien of this Indenture and the Series Supplement to be amendedenter into any other similar negative pledge agreements, hypothecated, subordinated, terminated covenants or discharged, or permit similar agreements with any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture Lender and such holders; or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change make or declare any dividends to its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)shareholders.

Certain Negative Covenants. So long as (A) Until the Security Release Date, except with the prior written consent of the Purchaser: (1) no MineCo shall engage directly or indirectly in any Recovery Bonds are Outstandingmaterial business activity or purchase or otherwise acquire any material property, in either case, not related to the development, construction, and operation of, and extraction and processing of mineral resources from, the Issuer shall notProject, or that is not reasonably required to perform its obligations under the Key Transaction Documents or the Senior Financing (other than in respect of, or in connection with any Non-Project Activity); (2) neither the Project Entities nor any MineCo shall: (a) except as expressly permitted by make any Investments other than Permitted Investments; and (b) make any Acquisitions other than Permitted Acquisitions; (3) without prejudice to their obligations elsewhere under this Indenture Agreement, the Project Entities and the other Basic Documentseach MineCo may only purchase, sellacquire or lease (whether directly or indirectly) any property from, transfer, exchange or otherwise dispose deal or enter into any agreement with, any Related Party in the ordinary course of any and pursuant to the reasonable requirements of the properties Project Entity’s or assets such MineCo’s business and upon Arm’s Length Terms and further provided that any such purchased or acquired property constitutes part of the IssuerCollateral unless it is Excluded Property; (4) each of the Project Entities and each MineCo may have, including those included assume or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt only if such Debt constitutes Permitted Debt and Obligations; (5) a MineCo may enter into any hedge instrument or incur any hedge obligations only if such hedge obligations are pursuant to Permitted Hedging Arrangements; (6) each of the Recovery Bond CollateralSeller and each MineCo may only make any Restricted Payment if all of the following conditions are satisfied: (a) until the Completion Date, unless directed evidence has been provided, to do so by the Indenture Trustee in accordance with Article Vsatisfaction of the Purchaser, acting reasonably, that after making such Restricted Payment the aggregate amount of Liquidity of the Project Entities and each MineCo which are available to pay Project Costs is at least [***]; (b) claim any credit onno Project Entity Event of Default and no event that, with the giving of notice or make any deduction from the principal passage of time would constitute a Project Entity Event of Default, has occurred and is continuing or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from would occur as a result of such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralRestricted Payment; (c) terminate its existence all operating expenses of the Seller and each MineCo then due and owing have been paid in full (or, in the case of any loan incurred by ProjectCo pursuant to a Senior Financing and on-advanced to Seller or dissolve or liquidate Magazynskraal MineCo, would be paid in whole or full once advanced); and (d) all amounts then due and owing in partrespect of any Debt of the Seller Group Members (other than Debt owing to any Seller Group Member), except and payment of which would not be a Restricted Payment, have been paid in full (or, in the case of any loan incurred by ProjectCo pursuant to a transaction permitted by Section 3.10Senior Financing and on-advanced to another Seller Group Member, would be paid in full once advanced), and the relevant MineCo shall notify the Purchaser in writing at least [***] days prior to any intended Restricted Payment to be made in accordance with this Clause ‎6.12(A)(6) with full particulars of such intended Restricted Payment; (i7) permit the validity no MineCo shall transfer or effectiveness of this Indenture or the other Basic Documents assign any Debt owed to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien it (other than (1) further to the Lien of this Indenture Security Documents, (2) to the extent that such Debt does not relate to the Project or, (3) to each other); and (8) the Seller and the ProjectCo shall not, and shall not permit any Seller Group Members to, create, incur, assume or suffer to exist any Encumbrance upon all or any of the Series SupplementCollateral, whether now owned or hereafter acquired, other than Permitted Encumbrances. (B) to be created on Except for entering into this Agreement, any Offtake Agreement, the Seller Offtake Agreement [***], or extend to or otherwise arise upon or burden with the Recovery Bond Collateral prior written consent of the Purchaser, the Seller shall not, and shall not permit a MineCo or any part thereof or any interest therein or the proceeds thereof other Seller Group Member to, Transfer a Production Interest relating to Minerals (other than tax liens arising by operation of law a Permitted Asset Disposition) to another Person or provide any guarantee, indemnity or security in connection with respect to amounts not yet due)the foregoing, or (iii) permit the Lien of this Indenture or provided that, consent of the Series Supplement Purchaser shall not to constitute be required if such Transfer of a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income Production Interest constitutes Permitted Debt and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)Obligations.

Certain Negative Covenants. So long as any Recovery Bonds Notes are Outstanding, the Note Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic DocumentsIndenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Note Issuer, including those included in the Recovery Bond Note Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Note Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien lien of this Indenture or of the Series Supplement) Indenture), to be created on or extend to or otherwise arise upon or burden the Recovery Bond Note Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Note Collateral; (ev) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Note Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Note Issuer; (fvi) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ days prior to the effective date of any such change the Note Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Note Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement;Indenture; or (gvii) take any action which is expressly stated in the Basic Documents to be subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. (a) The Note Issuer shall not issue Notes in an aggregate initial Outstanding Amount (i) during the twelve-month period beginning on August 1, 1998 in excess of $____________; and (ii) on any date from and after July 31, 1999, in excess of $____________, less the aggregate initial Outstanding Amount of any Notes issued on or prior to July 31, 1999. (b) So long as any Recovery Bonds Notes are Outstanding, the Note Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic DocumentsIndenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Note Issuer, including those included in the Recovery Bond Note Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Note Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10;; or (iA) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien lien of this Indenture or of the Series Supplement) Indenture), to be created on or extend to or otherwise arise upon or burden the Recovery Bond Note Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Note Collateral;; or (ev) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the The Issuer shall will not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld in good faith from such payments under the Internal Revenue Code or other applicable tax lawslaw) or assert any claim against any present or former Holder Noteholder by reason of the payment of the any taxes levied or assessed upon on any part of the Recovery Bond Collateral; (cb) terminate its existence sell, transfer, exchange, or dissolve or liquidate in whole or in partotherwise dispose of any part of the Collateral unless directed to do so by the Indenture Trustee, except in a transaction as expressly permitted by Section 3.10this Indenture, any Indenture Supplement, or the Trust Agreement; (ic) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien in favor of the Indenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or 70 discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, ; (iid) permit any Lien lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien of this Indenture or lien in favor of the Series SupplementIndenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof thereof; or (other than tax liens arising by operation of law with respect to amounts not yet due), or (iiie) permit the Lien lien in favor of the Indenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest (other than with respect to a tax, mechanics, or similar lien) in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer;; or (f) change its name, identity voluntarily dissolve or structure liquidate in whole or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)part.

Certain Negative Covenants. So long as any Recovery Bonds Notes are Outstanding, the Note Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic DocumentsIndenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Note Issuer, including those included in the Recovery Bond Note Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Note Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iA) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien lien of this Indenture or of the Series Supplement) Indenture), to be created on or extend to or otherwise arise upon or burden the Recovery Bond Note Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Note Collateral; (ev) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Note Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Note Issuer; (fvi) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ days prior to the effective date of any such change the Note Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Note Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement;Indenture; or (gvii) take any action which is expressly stated in the Basic Documents to be subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long 11.1 Until such date as the Loan is repaid in full, except with the prior written consent of Lender (whose consent may be refused without explanation and without any Recovery Bonds are Outstandinglegal recourse by Borrower), the Issuer shall Borrower will not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V;[intentionally omitted] (b) claim except for the subordinated loans (evidenced by the Junior Notes in an aggregate maximum principal amount of $1,500,000) permitted herein, incur any credit on, or make indebtedness for borrowed money including any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateralcapitalized lease arrangements or; (c) terminate its existence or dissolve or liquidate engage in whole or any line of business materially different from those which Borrower is now engaged in part, except as set forth in a transaction permitted by Section 3.10Schedule 10.1(g); (id) permit the validity become a party to any merger or effectiveness consolidation with any corporation, company or entity of this Indenture or the other Basic Documents to be impairedany kind whatsoever, or permit the Lien sell substantially all of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or dischargedits assets, or permit any Person to be released from any covenants otherwise liquidate or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien dispose of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateralits business; (e) elect to be classified as an association taxable as sell any of its securities in a corporation for federal income tax purposes public offering, sell any of its assets other than in the ordinary course of business or otherwise take any action, file any tax return, sell Shares at such prices or make any election inconsistent with in such amounts that the treatment holdings of the Issuer, for purposes Principals of federal taxes and, common equity will be reduced to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner below 51% of the Issueroutstanding Shares; (f) change its namebecome a guarantor of obligations of any other person, identity firm, corporation or structure or entity, except in connection with depositing checks and other instruments for the location payment of money acquired in the normal course of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplementbusiness; (g) take transfer, sell, lease or in any action which is subject other manner convey to a Rating Agency Condition without satisfying any person other than in the Rating Agency Conditionordinary course of its business any equitable, beneficial or legal interest in any of the Collateral securing the Loan; (h) except as otherwise contemplated herein, create or permit to exist any mortgage interest, pledge, security interest, title retention device, or other encumbrance in the extent permitted by applicable lawCollateral securing the Note junior to Lender's lien or security interest thereon, voluntarily suspend except for liens of taxes and assessments not delinquent or terminate its filing obligations with contested in good faith, or those machinery and equipment purchases and leases which may arise in the SEC as described in Section 3.07(g); orordinary and necessary course of business; (i) issue knowingly permit any recovery bonds under judgment obtained against Borrower which is not covered by insurance (as evidenced by a written acknowledgement of such coverage by the Wildfire Financing Law applicable insurance company) in an amount exceeding $10,000 to remain unpaid for a period of thirty (30) days following the entry thereof, without obtaining a stay of execution or bonding or causing such judgment to be bonded; (j) except as otherwise contemplated herein, pay any similar law dividends or make any other distributions with respect to its capital stock (including, without limitation, the Shares); (k) pay any bonus to or increase the salary of any employee if the effect of such payment would cause a breach of any other than representation or covenant made by Borrower in this Agreement; (l) increase the Recovery Bonds).salary of and/or pay a bonus to any executive officer of Borrower which in the aggregate exceeds 10% of his compensation for the year; (m) [intentionally omitted]

Certain Negative Covenants. So long as any Recovery Bonds are OutstandingUntil the satisfaction and discharge of this Indenture pursuant to Section 6.01, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld in good faith from such payments under the Internal Revenue Code or other applicable tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collaterallaw including foreign withholding); (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (ib) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien in favor of the Indenture Trustee created by this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, hereby or by the other Transaction Documents; (iic) permit any Lien lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than Permitted Liens and the Lien of this Indenture or lien in favor of the Series SupplementIndenture Trustee created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof thereof; (other than tax liens arising by operation of law with respect to amounts not yet due), or (iiid) permit the Lien lien in favor of the Indenture Trustee created by this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral, subject to Permitted Liens; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes voluntarily dissolve or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuerliquidate; (f) change its nameestablish or maintain an account that is not the Collection Account, identity or structure or except for as otherwise permitted in the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement;Transaction Documents; EAST\146409251.8147895167.4 (g) take at any action which is subject time fail to a Rating Agency Condition without satisfying be wholly owned by the Rating Agency Condition;Transferor, unless it obtains the prior consent of the Majority Holders; or (h) except to terminate any Servicing Agreement or the extent permitted by applicable lawBackup Servicing Agreement, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ib) issue any recovery bonds under the Wildfire Financing Law designate a replacement master servicer or any similar law (an asset servicer other than the Recovery Bonds)Backup Servicer, in each case without the consent of the Majority Holders or as otherwise expressly provided in the Transaction Documents.

Certain Negative Covenants. So long Until such date as the Loans are repaid in full, and except with the prior written consent of Lender (whose consent may be refused without explanation and without any Recovery Bonds are Outstandinglegal recourse by Borrower), the Issuer shall Borrower will not: (a) except as expressly permitted for a loan up to $1,500,000 from a financial institution to be secured by this Indenture Borrower's accounts receivable and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included inventory on terms acceptable to Lender and equipment leases and purchase money security interests and credit card obligations in the Recovery Bond Collateralordinary course of business, unless directed borrow any money or permit a Subsidiary to do so by borrow any money except for intra corporate borrowings between the Indenture Trustee in accordance with Article V;Borrower and a Subsidiary or between Subsidiaries. (b) claim engage or permit a Subsidiary to engage in any credit on, or make any deduction line of business materially different from those which Borrower and the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralSubsidiaries are now engaged in; (c) terminate become, or permit a Subsidiary to become, a party to any merger or consolidation with any corporation, company or entity of any kind whatsoever, or sell substantially all of its existence assets, or dissolve otherwise liquidate or liquidate in whole dispose of its business, provided that nothing herein shall prevent a merger or in partsale of assets between or among Borrower and the Subsidiaries; (d) become, or permit a Subsidiary to become, a guarantor of obligations of any other person, firm, corporation or entity, except in connection with depositing checks and other instruments for the payment of money acquired in the normal course of their respective businesses; (e) except as otherwise contemplated herein, transfer, sell, lease or in any other manner convey or permit a transaction permitted by Section 3.10Subsidiary to so do, to any person other than in the ordinary course of its business any equitable, beneficial or legal interest in any of the collateral securing a Loan or the Guaranty; 15 (f) except as otherwise contemplated herein, create or permit to exist any mortgage interest, pledge, security interest, title retention device, or other encumbrance in the collateral securing the Notes and the Guaranty junior to Lender's lien or security interest thereon, except for liens of taxes and assessments not delinquent or contested in good faith, nonmaterial liens for workman's compensation and xxxxxloyment obligations or those machinery and equipment purchases and leases which may arise in the ordinary and necessary course of business; (g) knowingly permit any judgment obtained against Borrower or a Subsidiary in an amount exceeding $10,000 to remain unpaid for a period of thirty (30) days following the entry thereof, without obtaining a stay of execution or bonding or causing such judgment to be bonded; (h) pay any dividends or make any other distributions with respect to its capital stock; (i) permit pay any bonus to or increase the validity salary of any employee if the effect of such payment would cause a breach of any other representation or effectiveness covenant made by Borrower in this Agreement, including, without limitation, the covenants set forth in Section 10 of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond CollateralAgreement; (ej) elect increase the salary of and/or pay a bonus to be classified as an association taxable as a corporation any executive officer of Borrower which in the aggregate exceed 5% of his compensation for federal income tax purposes any year; (k) make any payment to any executive officer of Borrower for salary, bonus or otherwise take (whether or not such salary has been earned or such other payment is due) if the effect of such payment would cause a breach of any actionother representation or covenant made by Borrower in this Agreement, file including, without limitation, the covenants set forth in Section 10 of this Agreement; provided that any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, payment so deferred may thereafter be made to the extent consistent with applicable State tax law, State income and franchise tax purposes, as that such payment would not cause a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date breach of any such change other representation or covenant made by Borrowers in this Agreement, including, without limitation, the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments covenants set forth in this Section or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest in Section 9 or 10 of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)Agreement.

Certain Negative Covenants. So long as any Recovery Texas Stabilization Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Texas Stabilization N Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Texas Stabilization N Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Texas Stabilization N Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (id) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Texas Stabilization N Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Texas Stabilization N Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Texas Stabilization N Bond Collateral; (e) enter into any swap, hedge or similar financial instrument; (f) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fg) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gh) except as permitted in Section 3.24, issue any debt obligations under the Securitization Law or any similar law (other than the Texas Stabilization N Bonds); or (i) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the The Issuer shall will not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld in good faith from such payments under the Internal Revenue Code or other applicable tax lawslaw) or assert any claim against any present or former Holder Noteholder by reason of the payment of the any taxes levied or assessed upon on any part of the Recovery Bond Collateral; (cb) terminate its existence sell, transfer, exchange, or dissolve or liquidate in whole or in partotherwise dispose of any part of the Collateral unless directed to do so by the Indenture Trustee, except in a transaction as expressly permitted by Section 3.10this Indenture, any Indenture Supplement, or the Trust Agreement; (ic) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien in favor of the Indenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, ; (iid) permit any Lien lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien of this Indenture or lien in favor of the Series SupplementIndenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof thereof; or (other than tax liens arising by operation of law with respect to amounts not yet due), or (iiie) permit the Lien lien in favor of the Indenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest (other than with respect to a tax, mechanics, or similar lien) in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer;; or (f) change its name, identity voluntarily dissolve or structure liquidate in whole or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)part.

Certain Negative Covenants. So From and after the date of this Agreement and for so long as any Recovery Bonds are OutstandingNotes remain outstanding, the Issuer Company shall notnot without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the outstanding principal face amount of the Notes, which consent shall not be unreasonably withheld or delayed, take any of the following actions: (a) except Incur additional indebtedness, provided however that the Company may incur additional indebtedness so long as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any total indebtedness of the properties or assets Company after taking into account such additional indebtedness does not exceed the sum of (i) the total existing indebtedness of the IssuerCompany as of the date hereof (inclusive of the indebtedness represented by the Notes) and (ii) $500,000. In addition, including those included the foregoing restriction shall not preclude (i) additional debt that is expressly subordinated to the Note, as evidenced by a subordination agreement reasonably acceptable to the holder of the Notes and (ii) indebtedness under purchase money security interests incurred in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article Vordinary course of business; (b) claim Pay or authorize any credit on, dividend or make or authorize any deduction from the principal distribution or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateralits common stock equity securities; (c) terminate its existence Make loans, advances to, guarantees for the benefit of, or dissolve investments in, any Person except investments made in the ordinary course of business in (A) obligations of the United States government or liquidate any agency thereof or obligations guaranteed by the United States government, (B) certificates of deposit of commercial banks insured by the Federal Deposit Insurance Corporation, or (C) commercial paper with a rating of at least Prime-l according to Moody's Investors Service, Inc., in whole each case having a maturity not xx xxxess of one (1) year; (d) Enter into the active management or operation of any business other than the business currently conducted by Company and a similar business; (e) Enter into any transaction with any shareholder, officer, or employee of Company other than in partthe ordinary course of business which shall in the aggregate exceed twenty-five thousand dollars ($25,000) outstanding at any one time, except that Company may enter into "at-will" employment arrangements; (f) Enter into employment agreements not terminable at will with new or existing employees (other than employment agreements with senior management that are approved by the Board); or renew any existing employment agreements with non-senior management (except those which are terminable at will) or establish or modify equity options (unless approved by the Board), retirement allowances, pensions and remuneration of Directors (unless approved by the Board), consultants or strategic partners of Company; (g) Allow any officer of Company to use any assets of Company in such a transaction permitted by Section 3.10manner as would violate such person's fiduciary duties to Company or its shareholders; (h) Enter or consummate any off-balance sheet transactions other than operating leases; (i) permit Change the validity tax or effectiveness accounting policies of this Indenture or the other Basic Documents to be impairedCompany, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture to comply with Generally Accepted Accounting Principles ("GAAP") or existing rules of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond CollateralInternal Revenue Code; (ej) elect to be classified as Settle claims, litigation or disputes (including tax claims or audits) involving an association taxable as a corporation for federal income tax purposes or otherwise take amount in excess of one-hundred thousand dollars ($100,000), unless approved by the Board, other than any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, claims to the extent consistent with applicable State tax lawcovered by Company's errors and omissions, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuerworker's compensation or general liability insurance; (fk) change its name, identity File any petition for bankruptcy or structure similar action relating to Company or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend dissolve or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)Company.

Certain Negative Covenants. (a) So long as any Recovery Bonds Notes are Outstanding, the Note Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic DocumentsIndenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Note Issuer, including those included in the Recovery Bond Note Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Note Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10;; or (iA) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien of this Indenture or of the Series Supplement) Indenture), to be created on or extend to or otherwise arise upon or burden the Recovery Bond Note Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Note Collateral;; or (ev) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So long as any Recovery Energy Transition Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, or in connection with the issuance of Additional Series, sell, transfer, convey, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Energy Transition Bonds (other than amounts properly withheld from such payments under the Code Code, the Treasury regulations promulgated thereunder or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Energy Transition Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for U.S. federal income tax purposes or otherwise take any action, file any tax return, return or make any election inconsistent with the treatment of the Issuer, for U.S. federal income tax purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) 10 Business Days’ Days prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which that is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (debt obligations other than the Recovery Bonds)Energy Transition Bonds or, upon satisfaction of the Rating Agency Condition, any Additional Series.

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the Issuer shall The Issuing Entity will not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld in good faith from such payments under the Code or other applicable tax lawslaw) or assert any claim against any present or former Holder Noteholder by reason of the payment of the any taxes levied or assessed upon on any part of the Recovery Bond Collateral; (cb) terminate its existence sell, transfer, exchange, or dissolve or liquidate in whole or in partotherwise dispose of any part of the Collateral unless directed to do so by the Indenture Trustee, except in a transaction as expressly permitted by Section 3.10this Indenture, any Indenture Supplement, or the Trust Agreement; (ic) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien in favor of the Indenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, ; (iid) permit any Lien lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien of this Indenture or lien in favor of the Series SupplementIndenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof thereof; or (other than tax liens arising by operation of law with respect to amounts not yet due), or (iiie) permit the Lien lien in favor of the Indenture Trustee, the Noteholders and any applicable Enhancement Provider created by this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest (other than with respect to a tax, mechanics, or similar lien) in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer;; or (f) change its name, identity voluntarily dissolve or structure liquidate in whole or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)part.

Certain Negative Covenants. So long as any Recovery Transition Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Transition Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Transition Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Transition Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iiv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Transition Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Transition Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Transition Bond Collateral; (ev) enter into any swap, hedge or similar financial instrument; (vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Daysdays’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (gviii) take any action which is subject to a the Rating Agency Condition without satisfying the Rating Agency Condition; (hix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (ix) issue any recovery transition bonds under the Wildfire Financing Securitization Law or any similar law (other than the Recovery Transition Bonds).

Certain Negative Covenants. So long as any Recovery Bonds are Outstanding, the Issuer shall not: (ai) except as expressly permitted by this Indenture and the Indenture, any Sale Agreement, any Servicing Agreement or any other Basic Documents, Document sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (bii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (ciii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (iA) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien lien of this Indenture or of the Series Supplement) Indenture), to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens Liens arising by operation of law with respect to amounts not yet due), ) or (iiiC) permit the Lien lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (ev) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State state tax law, State state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (fvi) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to promptly after the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement;Indenture; or (gvii) take any action which is expressly stated in the Basic Documents to be subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

Certain Negative Covenants. So The Borrower covenants and agrees that, so long as any Recovery Bonds are OutstandingUnpaid Reimbursement Obligation or Letter of Credit is outstanding or the Lender has any obligations to issue, extend or renew any Letters of Credit, the Issuer shall not:Borrower will not and will not permit its Subsidiaries to (a) except as expressly permitted by this Indenture and create, incur or assume any Indebtedness other than (i) Indebtedness to the other Basic DocumentsLender, sell, transfer, exchange or otherwise dispose of any (ii) Indebtedness incurred after the date hereof in respect of the properties acquisition of property or assets of the Issuerunder any Capitalized Lease, including those or unsecured Indebtedness not otherwise included in this §7(a), provided that the Recovery Bond Collateralaggregate amount of all such Indebtedness pursuant to this §7(a)(ii) does not exceed $7,000,000 in the aggregate outstanding at any time, unless directed to do so by (iii) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the Indenture Trustee in accordance with Article Vordinary course of business; and (iv) Indebtedness not included above and listed on Schedule 7 (a) hereto; (b) claim create or incur any credit on, Liens on any of the property or make assets of the Borrower or any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds of its Subsidiaries except (other than amounts properly withheld from such payments under the Code i) Liens securing taxes or other tax lawsgovernmental charges not yet due; (ii) deposits or assert any claim against any present pledges made in connection with social security obligations; (iii) Liens of carriers, warehousemen, mechanics and materialmen, less than 120 days old as to obligations not yet due; (iv) easements, rights-of-way, zoning restrictions and similar minor Liens which individually and in the aggregate do not have a Materially Adverse Effect; (v) purchase money security interests in or former Holder purchase money mortgages on real or personal property securing purchase money Indebtedness permitted by reason of §7 (a)(ii), covering only the payment of property so acquired (and the taxes levied proceeds thereof) and liens in favor or assessed upon any part of lessors under Capitalized Leases on assets subject to Capitalized Leases permitted by §7 (a)(ii) hereof; and (vi) other Liens existing on the Recovery Bond Collateraldate hereof and listed on Schedule 7(b) hereto; (c) terminate make any Investments other than Investments in (i) marketable obligations of the United States maturing within one (1) year, (ii) certificates of deposit, bankers’ acceptances and time and demand deposits of United States banks having total assets in excess of $1,000,000,000; (iii) securities commonly known as “commercial paper” issued by a corporation organized and existing under the laws of the United States of America or any state thereof that at the time of purchase have been rated and the ratings for which are not less than “P1” if rated by Xxxxx’x Investors Service, Inc., and not less than “A1” if rated by Standard and Poor’s Rating Group; (iv) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary course of business not to exceed $1,000,000 in the aggregate at any time outstanding; (v) Investments consisting of Permitted Acquisitions and other Investments not otherwise permitted hereunder, provided, however, (1) the aggregate amount of all Investments made pursuant to this §7(c)(v) with consideration other than the Capital Stock of the Borrower (and such Capital Stock shall have no redemption or repurchase rights and shall not have the ability to convert into any form of Indebtedness) shall not exceed $25,000,000; and (2) the aggregate amount of all Investments made pursuant to this §7(c)(v) which would not be considered a Permitted Acquisition shall not exceed $5,000,000; or (vi) those Investments existing on the Closing Date and set forth on Schedule 7(c) hereto; (d) make any Restricted Payments; (e) become party to a sale-leaseback transaction, or to effect any disposition of assets, other than (i) dispositions of inventory in the ordinary course of business consistent with past practices; (ii) the sale or other disposition of the real property located in Newton, Massachusetts; (iii) the sale or other disposition of obsolete or worn-out equipment; and (iv) the sale or other disposition of other assets of the Borrower so long as the fair market value of all such assets sold or otherwise disposed of pursuant to this §7(e)(iv) does not exceed $250,000 in any fiscal year; (f) effect any merger, consolidation or acquisition other than (i) to purchase, lease or otherwise acquire assets other than in the ordinary course of business consistent with past practices; and (ii) the acquisition of the Capital Stock or assets of another Person so long as (1) both before and after giving effect to such acquisition, no Default or Event of Default has occurred and is continuing; (2) the Borrower has provided the Lender with advance written notice of such acquisition; (3) the aggregate amount of the purchase price for all acquisitions made by the Borrower during the term of this Credit Agreement which is payable in anything other than the Capital Stock of the Borrower (and such Capital Stock shall have no redemption or repurchase rights and shall not have the ability to convert into any form of Indebtedness) shall not exceed $25,000,000 less the aggregate amount of all other Investments made by the Borrower pursuant to §7(c)(iv) which are not Permitted Acquisitions; (4) board of directors and (if required by applicable law) the shareholders, or the equivalent thereof, of each of the Borrower and of the Person to be acquired have approved such acquisition; and (5) the Borrower has demonstrated to the reasonable satisfaction of the Lender that the pro forma historical EBITDA of the Borrower for the immediately preceding twelve month period (and to be calculated assuming such acquisition occurred at the beginning of such twelve month period) is positive (and, to the extent the Borrower is acquiring assets, the Borrower shall use its existence or dissolve or liquidate good faith estimates of the EBITDA attributable to the portion of the business being acquired in whole or in part, except in calculating such pro forma EBITDA) (such an acquisition being hereinafter referred to as a transaction permitted by Section 3.10“Permitted Acquisition”); (i) enter into or permit to exist any arrangement or agreement (excluding the validity or effectiveness of this Indenture or Credit Agreement and the other Basic Documents to be impairedLoan Documents) which directly or indirectly prohibits the Borrower or any of its Subsidiaries from creating, assuming or incurring any Lien upon its properties, revenues or assets or those of any of its Subsidiaries whether now owned or hereafter acquired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit enter into any Lien agreement, contract or arrangement (excluding the Credit Agreement and the other than Loan Documents) restricting the Lien ability of this Indenture or any Subsidiary of the Series Supplement) Borrower to be created on pay or extend make dividends or distributions in cash or kind to the Borrower, to make loans, advances or otherwise arise upon other payments of whatsoever nature to the Borrower, or burden the Recovery Bond Collateral to make transfers or distributions of all or any part thereof or any interest therein or of its assets to the proceeds thereof (Borrower; in each case other than tax liens arising by operation (i) restrictions on specific assets which assets are the subject of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected purchase money security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, interests to the extent consistent with applicable State tax lawpermitted under §7(b), State income and franchise tax purposes, as a disregarded entity that is not separate from (ii) customary anti-assignment provisions contained in leases and licensing agreements entered into by the sole owner of Borrower or such Subsidiary in the Issuer; (f) change its name, identity or structure or the location ordinary course of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition;business; or (h) except to change the extent permitted by applicable law, voluntarily suspend or terminate date of the end of its filing obligations with the SEC as described fiscal year from that set forth in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds§ 5(d).

Certain Negative Covenants. So long as any Recovery Bonds Until the later of the Expiration Date and the date on which all Issuer Obligations are Outstandingpaid in full, the Issuer shall notnot directly or indirectly: (ai) engage in any activities other than financing, acquiring, pledging and managing the 2011-A Exchange Note as contemplated by this Indenture and the other Program Documents; (ii) except as expressly permitted by this Indenture and or the other Basic Program Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond CollateralIssuer Trust Estate, unless directed to do so by the Indenture Trustee in accordance with Article V(acting at the direction of the Required Noteholders); (biii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds Notes (other than amounts properly withheld from such payments under the Code or other tax lawspursuant to Section 3.01) or assert any claim against any present or former Holder Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond CollateralIssuer Trust Estate; (civ) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10;; or (iA) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds Notes under this Indenture except as may be expressly permitted hereby, (iiB) permit any Lien lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien lien of this Indenture or of the Series SupplementIndenture) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral Issuer Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens arising and other liens that arise by operation of law with respect to amounts not yet due)law, in each case on any of the 2011-A Leased Vehicles and arising solely as a result of an action or omission of the related Lessee) or (iiiC) permit the Lien lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds)Trust Estate.