Common use of Certificates of the Issuer and the Seller Clause in Contracts

Certificates of the Issuer and the Seller. (A) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (I) to the effect that a. the Issuer is not in Default under this Indenture and that the issuance of the Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Bonds have been complied with; (II) to the effect that the Issuer has not assigned any interest or participation in the Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUC, the California Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Property identified in the Sale Agreement, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) the Seller was the original and the sole owner of such Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (II) the attached copy of the Financing Order creating such Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (I) to the effect that a. the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitized Utility Tariff Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitized Utility Tariff Bonds have been complied with; (II) to the effect that the Issuer has not assigned any interest or participation in the Recovery Securitized Utility Tariff Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Securitized Utility Tariff Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Securitized Utility Tariff Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUCMPSC, the California Missouri Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Securitized Utility Tariff Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Securitized Utility Tariff Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Securitized Utility Tariff Property identified in the Sale Agreement, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) the Seller was the original and the sole owner of such Recovery Securitized Utility Tariff Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Securitized Utility Tariff Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitized Utility Tariff Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title rights and interest interests in and to such Recovery Securitized Utility Tariff Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (II) the attached copy of the Financing Order creating such Recovery Securitized Utility Tariff Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Environmental Trust Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Environmental Trust Bonds have been complied with; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Environmental Trust Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Environmental Trust Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Environmental Trust Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, Agreement which are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Wisconsin Electric), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (VE) stating that all filings with the CPUCPSCW, the California Secretary Wisconsin Department of State Financial Institutions and the Delaware Secretary of State pursuant to the Wildfire Financing LawStatute, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Environmental Trust Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing LawStatute, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Environmental Control Property identified in the Sale AgreementBxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Environmental Control Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Environmental Control Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Environmental Control Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Wisconsin; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Environmental Control Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) the attached copy of the Financing Order creating such Recovery Environmental Control Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Series Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Energy Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order Order, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Energy Transition Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Recovery Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the respective Sale Agreement, the Servicing Agreement and the Administration Agreement, which Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Public Service Company of New Mexico), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUC, the California Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VIE) certifying that the Energy Transition Bonds have received the ratings from the Rating Agencies if required by the Underwriting Agreement for such Series as a condition to the issuance of such Energy Transition Bonds; and (F) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Recovery Energy Transition Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Series Closing Date, to the effect that, : (A) in the case of the Recovery Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of New Mexico; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Property identified in the Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order creating such Recovery Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitization Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitization Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Recovery Securitization Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Securitization Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Securitization Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Consumers Energy), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUC, the California Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VIE) stating certifying that (A) all conditions precedent provided for in this Indenture relating the Securitization Bonds have received the ratings from the Rating Agencies required by the Underwriting Agreement as a condition to (I) the authentication and delivery issuance of the Issuer’s Recovery Securitization Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Securitization Property identified in the Sale AgreementXxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Securitization Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Securitization Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitization Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Michigan; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Securitization Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Securitization Property identified in the Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order creating such Recovery Securitization Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitized Utility Tariff Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust credit agreement or other agreement or instrument to which the Issuer is a party or by which it or its property properties is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property properties may be bound or to which it or its property properties may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitized Utility Tariff Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Recovery Bond Collateral Trust Estate except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral Trust Estate to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral the Trust Estate free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, Issuer (except Permitted Liensfor any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with K.S.A. §66-1,245); (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Atmos Energy), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Securitized Utility Tariff Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms issuance of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredSecuritized Utility Tariff Bonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Recovery Securitized Utility Tariff Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Securitized Utility Tariff Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery the Securitized Utility Tariff Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery the Securitized Utility Tariff Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitized Utility Tariff Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in in, to and to such Recovery under the Securitized Utility Tariff Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liensexcept for any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with K.S.A. §66-1,245) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) immediately prior to the conveyance of the Securitized Utility Tariff Property identified in the Bill of Sale to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such Recovery the Securitized Utility Tariff Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level Amount has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitized Utility Tariff Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust credit agreement or other agreement or instrument to which the Issuer is a party or by which it or its property properties is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property properties may be bound or to which it or its property properties may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitized Utility Tariff Bonds have been complied with; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Bond Collateral Trust Estate except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral Trust Estate to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral the Trust Estate free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, Issuer (except Permitted Liensfor any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with K.S.A. §66-1,245); (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and KGS), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Securitized Utility Tariff Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms issuance of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredSecuritized Utility Tariff Bonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Recovery Securitized Utility Tariff Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Securitized Utility Tariff Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery the Securitized Utility Tariff Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery the Securitized Utility Tariff Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitized Utility Tariff Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in in, to and to such Recovery under the Securitized Utility Tariff Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liensexcept for any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with K.S.A. §66-1,245) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) immediately prior to the conveyance of the Securitized Utility Tariff Property identified in the Bill of Sale to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such Recovery the Securitized Utility Tariff Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level Amount has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Consumer Rate Relief Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Consumer Rate Relief Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery CRR Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery CRR Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery CRR Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCCommission, the California West Virginia Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery CRR Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery CRR Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Recovery CRR Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery CRR Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery CRR Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery CRR Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Recovery CRR Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery System Restoration Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery System Restoration Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery System Restoration Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery System Restoration Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery System Restoration Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Intercreditor Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCPUCT, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery System Restoration Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Transition Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Recovery Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIii) the attached copy of the Financing Order creating such Recovery Transition Property is true and complete and is in full force and effect; and (IIIiii) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust credit agreement or other agreement or instrument to which the Issuer is a party or by which it or its property properties is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property properties may be bound or to which it or its property properties may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Recovery Bond Collateral Trust Estate except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral Trust Estate to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral the Trust Estate free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, Issuer (except Permitted Liensfor any Lien created by the Issuer under the Basic Documents in favor of the Indenture Trustee for the benefit of the Holders and in accordance with Section 1231 of the Securitization Act); (IIIC) to the effect that the Issuer has appointed the a firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and SWEPCO), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Storm Recovery Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms issuance of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredStorm Recovery Bonds; and (VIF) stating that (A1) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Storm Recovery Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this IndentureSupplement, have been complied with, (B2) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C3) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officerOfficer’s certificate Certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Storm Recovery Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such the Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such the Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in in, to and to such under the Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liensexcept for any Lien created by the Issuer under the Basic Documents in favor of the Indenture Trustee for the benefit of the Holders and in accordance with Section 1231 of the Securitization Act) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) immediately prior to the conveyance of the Storm Recovery Property identified in the Bill of Sale to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such the Storm Recovery Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level Amount has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Storm Recovery Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Storm Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such the Storm Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except the Permitted LiensLien; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUC, the California Secretary of State Council and the Delaware Secretary of State Louisiana UCC Filing Officer pursuant to the Wildfire Financing Storm Recovery Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Storm Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Storm Recovery Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Storm Recovery Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than the Permitted LiensLien) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Storm Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (I) to the effect that a. the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitized Utility Tariff Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitized Utility Tariff Bonds have been complied with; (II) to the effect that the Issuer has not assigned any interest or participation in the Recovery Securitized Utility Tariff Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Securitized Utility Tariff Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Securitized Utility Tariff Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUCMoPSC, the California Missouri Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Securitized Utility Tariff Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Securitized Utility Tariff Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Securitized Utility Tariff Property identified in the Sale Agreement, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) the Seller was the original and the sole owner of such Recovery Securitized Utility Tariff Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Securitized Utility Tariff Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitized Utility Tariff Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title rights and interest interests in and to such Recovery Securitized Utility Tariff Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (II) the attached copy of the Financing Order creating such Recovery Securitized Utility Tariff Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery System Restoration Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order relating to the System Restoration Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery System Restoration Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery System Restoration Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery System Restoration Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery System Restoration Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCPUCT, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing LawAct, the UCC and the Financing Order relating to the System Restoration Bonds and all UCC financing statements with respect to the Recovery System Restoration Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing LawAct, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Transition Property identified in the Sale Agreementrelated Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Recovery Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIii) the attached copy of the Financing Order creating such Recovery Transition Property is true and complete and is in full force and effect; and (IIIiii) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitization Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust credit agreement or other agreement or instrument to which the Issuer is a party or by which it or its property properties is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property properties may be bound or to which it or its property properties may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitization Bonds have been complied with; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Bond Collateral Trust Estate except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral Trust Estate to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral the Trust Estate free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, Issuer (except Permitted Liensfor any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with Indiana Code § 8-1-40.5-15); (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and CEI South), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Securitization Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms issuance of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredSecuritization Bonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Recovery Securitization Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Securitization Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery the Securitization Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery the Securitization Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitization Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in in, to and to such Recovery under the Securitization Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liensexcept for any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with Indiana Code § 8-1-40.5-15) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) immediately prior to the conveyance of the Securitization Property identified in the Bill of Sale to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such Recovery the Securitization Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level Amount has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Series Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Nuclear Asset-Recovery Bonds of such Series will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any Subsequent Financing Order, as applicable, or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Nuclear Asset-Recovery Bonds of such Series have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Recovery Bond Series Collateral except for the Grant contained in the this Indenture and the related Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Series Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Series Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the respective Sale Agreement, the Servicing Agreement, Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Duke Energy Florida), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUC, the California Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VIE) stating certifying that (A) all conditions precedent provided the Nuclear Asset-Recovery Bonds of such Series have received the ratings from the Rating Agencies if required by the Underwriting Agreement for in this Indenture relating such Series as a condition to (I) the authentication and delivery issuance of the Issuer’s such Nuclear Asset-Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Series Closing Date, to the effect that, : (A) in the case of the Recovery Series Property identified in the Xxxx of Sale Agreementfor such Series, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) Agreement for such Series: the Seller was the original and the sole owner of such Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Series Property and the proceeds thereof other than to the Issuer pursuant to the Sale AgreementAgreement for such Series; the Seller has the power, authority and right to own, sell and assign such Recovery Series Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Florida; and the Seller, subject to the terms of the Sale AgreementAgreement for such Series, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Series Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Series Property identified in the Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement for such Series, the attached copy of the Financing Order or Subsequent Financing Order, as applicable, creating such Recovery Series Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital SubaccountSubaccount for such Series. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitization Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitization Bonds have been complied with; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Securitization Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Securitization Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Securitization Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Agreement, Intercreditor Agreement which are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and DTE Electric), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating that all filings with the CPUCCommission, the California Secretary Michigan Department of State and the Delaware Secretary of State of the State of Delaware pursuant to the Wildfire Financing LawStatute, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Securitization Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing LawStatute, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VIF) stating that (A1) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Securitization Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B2) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C3) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Securitization Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Securitization Property, each free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Securitization Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitization Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Michigan; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Securitization Property and the proceeds thereof, each free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Securitization Property identified in the Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement; the attached copy of the Financing Order creating such Recovery Securitization Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital SubaccountAccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (I) to the effect that a. the Issuer is not in Default under this Indenture and that the issuance of the Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Bonds have been complied with; (II) to the effect that the Issuer has not assigned any interest or participation in the Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUCNYPSC, the California Secretary New York Department of State State, Division of Corporations and the Delaware Secretary of State pursuant to the Wildfire Financing LawAct, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing LawAct, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Property identified in the Sale Agreement, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) the Seller was the original and the sole owner of such Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title rights and interest interests in and to such Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (II) the attached copy of the Financing Order creating such Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Reserve Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Storm Recovery Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Storm Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Storm Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the respective Sale Agreement, the Servicing Agreement, Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Duke Energy Carolinas), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Storm Recovery Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement for such Series as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the issuance of such Storm Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredBonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Storm Recovery Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied compiled with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Storm Recovery Property identified in the Sale AgreementXxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale AgreementAgreement for such Series; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of North Carolina; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Storm Recovery Property identified in the Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such Storm Recovery Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitization Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitization Bonds have been complied with; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Securitization Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Securitization Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Securitization Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Consumers Energy), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating that all filings with the CPUCCommission, the California Secretary Michigan Department of State and the Delaware Secretary of State of the State of Delaware pursuant to the Wildfire Financing LawStatute, the UCC and the Financing Order Order, and all UCC financing statements with respect to the Recovery Securitization Bond Collateral which that are required to be filed by the terms of the Financing Order, the Wildfire Financing LawStatute, the Sale Agreement, the Servicing Agreement and this Indenture Indenture, have been filed as required; and (VIF) stating that (A1) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, Securitization Bonds and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, Indenture have been complied with, (B2) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, Indenture and (C3) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, including complying with Section 2.10(a) hereof). (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Securitization Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Securitization Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Securitization Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitization Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Michigan; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Securitization Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Securitization Property identified in the Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order creating such Recovery Securitization Property is true and complete and is in full force and effect; and (IIIC) an am amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Series Issuance Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order relating to the Transition Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Transition Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery Series Transition Bond Collateral except for the Grant contained in the Indenture and the Series SupplementSupplement for such Series; the Issuer has the power and right to Grant the Recovery Transition Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Series Transition Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Agreement, Intercreditor Agreement which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCPUCT, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order relating to the Transition Bonds and all UCC financing statements with respect to the Recovery Transition Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Series Issuance Date, to the effect that, in the case of the Recovery Transition Property identified in the Sale Agreementrelated Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Recovery Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Recovery Transition Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Storm Recovery Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Storm Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Storm Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the respective Sale Agreement, the Servicing Agreement, Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Duke Energy Progress), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Storm Recovery Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement for such Series as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the issuance of such Storm Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredBonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Storm Recovery Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied compiled with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Storm Recovery Property identified in the Sale AgreementXxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale AgreementAgreement for such Series; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of North Carolina; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Storm Recovery Property identified in the Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such Storm Recovery Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Rate Reduction Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Finance Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that subject, (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Rate Reduction Bonds and the execution of the Series Supplement have been complied with, (3) the Issuer has duly authorized the execution and delivery of this Indenture and the Series Supplement and the execution and delivery of the Rate Reduction Bonds and (4) the Series Supplement complies with the requirements of Section 2.02; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Bond RRB Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond RRB Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond RRB Collateral, such security interest has been perfected by all necessary actions and is prior to all other Liens (subject to Permitted Liens) and that the RRB Collateral is free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, which Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and PSNH), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUC, the California Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VIE) stating certifying that (A) all conditions precedent provided for in this Indenture relating the Rate Reduction Bonds have received the ratings from the Rating Agencies required by the Underwriting Agreement as a condition to (I) the authentication and delivery issuance of the Issuer’s Recovery Rate Reduction Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Property identified in the Sale Agreement, : (A) immediately prior to the conveyance thereof of the RRB Property to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery RRB Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery RRB Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery RRB Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery RRB Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is a true and absolute sale and irrevocable conveyance and has been perfected; (IIB) immediately prior to the conveyance of the RRB Property to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Finance Order creating such Recovery RRB Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Investment Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Investment Recovery Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Investment Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Investment Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such the Investment Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUC, the California Secretary of State LPSC and the Delaware Secretary of State Louisiana UCC Filing Officer pursuant to the Wildfire Financing Investment Recovery Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Investment Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Investment Recovery Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Investment Recovery Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Investment Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Investment Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Investment Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Investment Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Investment Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Series Issuance Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Rate Stabilization Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Qualified Rate Order relating to the Rate Stabilization Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Rate Stabilization Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery Series Rate Stabilization Bond Collateral except for the Grant contained in the Indenture and the Series SupplementSupplement for such Series; the Issuer has the power and right to Grant the Recovery Series Rate Stabilization Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Series Rate Stabilization Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, Agreement which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCPSC, the California Secretary Maryland State Department of State Assessments and Taxation and the Delaware Secretary of State pursuant to the Wildfire Financing Rate Stabilization Law, the Qualified Rate Order and the UCC and relating to the Financing Order Rate Stabilization Bonds and all UCC financing statements with respect to the Recovery Series Rate Stabilization Bond Collateral which are required to be filed by the terms of the Financing Qualified Rate Order, the Wildfire Financing Rate Stabilization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed Indenture, or as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating otherwise necessary to (I) perfect the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution Grant of the Series Supplement Rate Stabilization Bond Collateral to this the Indenture dated as of Trustee and the date Lien of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated filed as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereofrequired. (Bb) An officer’s certificate from the Seller, dated as of the Closing Series Issuance Date, to the effect that, in the case of the Recovery Rate Stabilization Property identified in the Sale Agreementrelated Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Recovery Rate Stabilization Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Rate Stabilization Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreementthereof; the Seller has the power, authority and right to own, sell and assign such Recovery Rate Stabilization Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has will have validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Rate Stabilization Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is will be absolute and irrevocable and has been will be perfected;; and (IIii) the attached copy of the Financing Qualified Rate Order creating such Recovery Rate Stabilization Property is true and complete and complete, is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccounteffect and is Final. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust credit agreement or other agreement or instrument to which the Issuer is a party or by which it or its property properties is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property properties may be bound or to which it or its property properties may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Recovery Bond Collateral Trust Estate except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral Trust Estate to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral the Trust Estate free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, Issuer (except Permitted Liensfor any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with Section 1231 of the Securitization Act); (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Cleco Power), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Storm Recovery Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms issuance of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredStorm Recovery Bonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Storm Recovery Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied compiled with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Storm Recovery Property identified in the Sale AgreementBxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such the Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such the Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Louisiana and is a registered organization as defined in the Louisiana UCC; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in in, to and to such under the Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liensexcept for any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with Section 1231 of the Securitization Act) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) immediately prior to the conveyance of the Storm Recovery Property identified in the Bxxx of Sale to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such the Storm Recovery Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level Amount has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitization Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitization Bonds have been complied with; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Securitization Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Securitization Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Securitization Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, Agreement which are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and DTE Electric), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating that all filings with the CPUCCommission, the California Secretary Michigan Department of State and the Delaware Secretary of State pursuant to the Wildfire Financing LawStatute, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Securitization Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing LawStatute, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VIF) stating that (A1) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Securitization Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B2) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C3) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Distribution Securitization Property and Power Supply Securitization Property identified in the Sale AgreementXxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Distribution Securitization Property and Power Supply Securitization Property, each free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Distribution Securitization Property or Power Supply Securitization Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Distribution Securitization Property and Power Supply Securitization Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Michigan; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Distribution Securitization Property and Power Supply Securitization Property and the proceeds thereof, each free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Distribution Securitization Property and Power Supply Securitization Property identified in the Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement; the attached copy of the Financing Order creating such Recovery Distribution Securitization Property is and Power Supply Securitization Property, each are true and complete and is are in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital SubaccountAccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust credit agreement or other agreement or instrument to which the Issuer is a party or by which it or its property properties is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property properties may be bound or to which it or its property properties may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Recovery Bond Collateral Trust Estate except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral Trust Estate to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral the Trust Estate free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, Issuer (except Permitted Liensfor any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with Section 1231 of the Securitization Act); (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Cleco Power), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Storm Recovery Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms issuance of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredStorm Recovery Bonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Storm Recovery Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied compiled with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Storm Recovery Property identified in the Sale AgreementBxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such the Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such the Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Louisiana and is a registered organization as defined in the Louisiana UCC; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in in, to and to such under the Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liensexcept for any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with Section 1231 of the Securitization Act) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) immediately prior to the conveyance of the Storm Recovery Property identified in the Bxxx of Sale to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such the Storm Recovery Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level Amount has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (I) to the effect that a. the Issuer is not in Default under this Indenture and that the issuance of the Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Bonds have been complied with; (II) to the effect that the Issuer has not assigned any interest or participation in the Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) stating that all filings with the CPUC, the California Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Property identified in the Sale Agreement, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) the Seller was the original and the sole owner of such Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (II) the attached copy of the Financing Order creating such Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Transition Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery Transition Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Transition Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Transition Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Intercreditor Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCPUCT, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Transition Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Transition Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Recovery Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Recovery Transition Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Energy Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust credit agreement or other agreement or instrument to which the Issuer is a party or by which it or its property properties is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property properties may be bound or to which it or its property properties may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Energy Transition Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Recovery Bond Collateral Trust Estate except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Bond Collateral Trust Estate to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral the Trust Estate free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, Issuer (except Permitted Liensfor any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with Section 1276 of the Securitization Act); (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Intercreditor Agreement and the Administration Agreement, which Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Cleco Power), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Energy Transition Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Bond Collateral which are required to be filed by the terms issuance of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredEnergy Transition Bonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Recovery Energy Transition Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Energy Transition Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery the Energy Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery the Energy Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Energy Transition Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Louisiana and is a registered organization as defined in the Louisiana UCC; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in in, to and to such Recovery under the Energy Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liensexcept for any Lien created by the Issuer under the Basic Documents in favor of the Holders and in accordance with Section 1276 of the Securitization Act) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) immediately prior to the conveyance of the Energy Transition Property identified in the Bill of Sale to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such Recovery the Energy Transition Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level Amount has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order relating to the Storm Recovery Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Storm Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Storm Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Storm Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCAPSC, the California Arkansas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing LawSecuritization Act, the UCC and the Financing Order relating to the Storm Recovery Bonds and all UCC financing statements with respect to the Storm Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing LawSecuritization Act, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Storm Recovery Property identified in the Sale Agreementrelated Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Storm Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) An Officer’s Certificate from the Issuer's Certificate, dated as of the Closing Date: (I) : to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order relating to the Transition Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Transition Bonds have been complied with; (II) ; to the effect that the Issuer has not assigned any interest or participation in the Recovery Transition Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Transition Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Transition Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) ; to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) ; to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) ; and stating that all filings with the CPUCPUCT, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order relating to the Transition Bonds and all UCC financing statements with respect to the Recovery Transition Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) . An officer’s 's certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Transition Property identified in the Sale Agreementrelated Xxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (II) ; and the attached copy of the Financing Order creating such Recovery Transition Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Transition Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery Transition Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Transition Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Transition Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Intercreditor Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCPUCT, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Recovery Transition Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Transition Property identified in the Sale AgreementXxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Recovery Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Recovery Transition Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) An Officer’s Certificate from the Issuer's Certificate, dated as of the Closing Series Issuance Date: (I) : to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order relating to the Transition Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Transition Bonds have been complied with; (II) ; to the effect that the Issuer has not assigned any interest or participation in the Recovery Series Transition Bond Collateral except for the Grant contained in the Indenture and the Series SupplementSupplement for such Series; the Issuer has the power and right to Grant the Recovery Transition Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Series Transition Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) ; to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) ; to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (V) ; and stating that all filings with the CPUCPUCT, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order relating to the Transition Bonds and all UCC financing statements with respect to the Recovery Transition Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) . An officer’s 's certificate from the Seller, dated as of the Closing Series Issuance Date, to the effect that, in the case of the Recovery Transition Property identified in the Sale Agreementrelated Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (II) ; and the attached copy of the Financing Order creating such Recovery Transition Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) a. An Officer’s Certificate from the Issuer, dated as of the Closing Date: (I) i. to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Phase-In-Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Phase-In-Recovery Bonds have been complied with; (II) ii. to the effect that the Issuer has not assigned any interest or participation in the Phase-In-Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Phase-In-Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Phase-In-Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) iii. to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) iv. to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (V) v. stating that all filings with the CPUCCommission, the California Ohio Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Phase-In-Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) b. An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Phase-In-Recovery Property identified in the Sale AgreementXxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) i. the Seller was the original and the sole owner of such Phase-In-Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Phase-In-Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Phase-In-Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Phase-In-Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (II) ii. the attached copy of the Financing Order creating such Phase-In-Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order relating to the Transition Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Transition Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery Transition Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Transition Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Transition Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCPUCT, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order relating to the Transition Bonds and all UCC financing statements with respect to the Recovery Transition Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Transition Property identified in the Sale Agreementrelated Bxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Recovery Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Recovery Transition Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Securitization Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Securitization Bonds have been complied with; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Securitization Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Securitization Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Securitization Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Consumers Energy), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating that all filings with the CPUCCommission, the California Secretary Michigan Department of State and the Delaware Secretary of State of the State of Delaware pursuant to the Wildfire Financing LawStatute, the UCC and the Financing Order Order, and all UCC financing statements with respect to the Recovery Securitization Bond Collateral which that are required to be filed by the terms of the Financing Order, the Wildfire Financing LawStatute, the Sale Agreement, the Servicing Agreement and this Indenture Indenture, have been filed as required; and (VIF) stating that (A1) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, Securitization Bonds and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, Indenture have been complied with, (B2) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, Indenture and (C3) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, including complying with Section 2.10(a) hereof). (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Recovery Securitization Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Recovery Securitization Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Securitization Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Securitization Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of Michigan; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Securitization Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Securitization Property identified in the Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order creating such Recovery Securitization Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Storm Recovery Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Storm Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Storm Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the respective Sale Agreement, the Servicing Agreement, Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Duke Energy Carolinas), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Storm Recovery Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement for such Series as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the issuance of such Storm Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredBonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Storm Recovery Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied compiled with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Storm Recovery Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale AgreementAgreement for such Series; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of North Carolina; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Storm Recovery Property identified in the Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such Storm Recovery Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Officer’s Certificate from the IssuerCertificate, dated as of the Closing Date: (Ii) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order relating to the Storm Recovery Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Storm Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Storm Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Storm Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted LiensXxxxxxxxx Xxxxx; (IIIiii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (Vv) stating that all filings with the CPUCAPSC, the California Arkansas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing LawSecuritization Act, the UCC and the Financing Order relating to the Storm Recovery Bonds and all UCC financing statements with respect to the Storm Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing LawSecuritization Act, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Storm Recovery Property identified in the Sale Agreementrelated Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (Ii) the Seller was the original and the sole owner of such Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIii) the attached copy of the Financing Order creating such Storm Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s 's Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Recovery Texas Stabilization N Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Debt Obligation Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Texas Stabilization N Bonds have been complied with; (IIB) to the effect that the Issuer has not assigned any interest or participation in the Recovery Texas Stabilization N Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Recovery Texas Stabilization N Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Texas Stabilization N Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered certified public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Intercreditor Agreement, the Servicing Agreement, the Administration Agreement and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (VE) stating that all filings with the CPUCCommission, the California Texas Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Debt Obligation Order and all UCC financing statements with respect to the Recovery Texas Stabilization N Bond Collateral which are required to be filed by the terms of the Financing Debt Obligation Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bii) An officer’s certificate Officer's Certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Recovery Uplift Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (IA) the Seller was the original and the sole owner of such Recovery Uplift Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Uplift Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Uplift Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Uplift Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (IIB) the attached copy of the Financing Debt Obligation Order creating such Recovery Uplift Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s Certificate from the Issuer, dated as of the Closing Date: (IA) to the effect that a. (1) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that (2) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with; (IIB) to the effect that that: the Issuer has not assigned any interest or participation in the Storm Recovery Bond Collateral except for the Grant contained in the this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Storm Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Storm Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance Lien arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (IIIC) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IVD) to the effect that attached thereto are duly executed, true and complete copies of the respective Sale Agreement, the Servicing Agreement, Administration Agreement and the Administration Agreement, which Intercreditor Agreement are, to the knowledge of the IssuerIssuer (and assuming such agreements are enforceable against all parties thereto other than the Issuer and Duke Energy Progress), in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VE) stating certifying that all filings with the CPUC, Storm Recovery Bonds have received the California Secretary of State and ratings from the Delaware Secretary of State pursuant Rating Agencies if required by the Underwriting Agreement for such Series as a condition to the Wildfire Financing Law, the UCC and the Financing Order and all UCC financing statements with respect to the issuance of such Storm Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as requiredBonds; and (VIF) stating that (Ai) all conditions precedent provided for in this Indenture relating to (Ia) the authentication and delivery of the Issuer’s Storm Recovery Bonds, and (IIb) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied compiled with, (Bii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (Ciii) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a2.10(f)(i) hereof. (Bii) An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, : (A) in the case of the Storm Recovery Property identified in the Sale AgreementBill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) : the Seller was the original and the sole owner of such Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale AgreementAgreement for such Series; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; the Seller has its chief executive office in the State of North Carolina; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIB) in the case of the Storm Recovery Property identified in the Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement, the attached copy of the Financing Order Order, creating such Storm Recovery Property is true and complete and is in full force and effect; and (IIIC) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (Aa) An Issuer Officer’s Certificate from the Issuer, dated as of the Closing Issuance Date, stating: (Ii) to the effect that a. the Issuer no Default has occurred and is not in Default continuing under this Indenture and that the issuance of the Recovery Bonds being issued will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Bonds have been complied withDefault; (IIii) to the effect that the Issuer has not assigned any interest or participation in the Recovery Bond Collateral Trust Estate, except for the Grant contained in the Indenture and the Series Supplement; that the Issuer has the power and right authority to Grant the Recovery Bond Collateral Trust Estate, and to Grant a security interest in and a Lien upon the Trust Estate, to the Indenture Trustee as Trustee, free and clear of any other security hereunder interest, Liens, adverse claims and thereunderoptions; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee that such security interest is a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral the Trust Estate free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result except the Lien of actions of the Issuer or through the Issuer, except Permitted Liensthis Indenture; (IIIiii) to the effect that the Issuer has appointed the firm of an Independent registered public accountants as accounting firm contemplated in Section 8.068.05 and identifying such firm; (IViv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Agreement, Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreementsIntercreditor Agreement; (Vv) stating that all filings with the CPUC, the California Secretary of State and the Delaware Secretary of State PUCT pursuant to the Wildfire Financing Law, the UCC Securitization Provisions and the Financing Order and all filings required under the Securitization Provisions and all UCC financing statements with respect to the Recovery Bond Collateral which Trust Estate that are required to be filed by the terms of the Financing Order, the Wildfire Financing LawSecuritization Provisions, the Sale Agreement, the Servicing Agreement and or this Indenture have been filed as required; and (VIvi) stating that (A) all conditions precedent provided for in this Indenture the Basic Documents relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, Bonds have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (Bb) An officerOfficer’s certificate Certificate from the Seller, dated as of the Closing Issuance Date, to the effect that, : (i) in the case of the Recovery System Restoration Property identified in to be transferred to the Sale AgreementIssuer on such date, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) , the Seller was the original and the sole owner of the rights and interests under the Financing Order that will comprise the System Restoration Property upon transfer to the Issuer and such Recovery Property, ownership interest was perfected; such System Restoration Property has been validly transferred and sold to the Issuer free and clear of any Lien; the Seller had not assigned any interest or participation in such Recovery Property and the proceeds thereof all Liens (other than to Liens created by the Issuer pursuant to the Sale Agreementthis Indenture) and such transfer is absolute, irrevocable and has been perfected; the Seller has the power, power and authority and right to own, sell and assign such Recovery the rights and interests under the Financing Order that will comprise the System Restoration Property and the proceeds thereof upon transfer to the Issuer; and the Seller, subject to the terms of the Sale Agreement, Seller has validly sold and assigned to the Issuer all of its right, title and interest in and to such Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and duly authorized such sale and assignment is absolute and irrevocable and has been perfected;to the Issuer; and (IIii) the Financing Order creating such System Restoration Property attached to such certificate is in full force and effect and the copy of the Financing Order creating such Recovery Property attached thereto is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccountcomplete. (C) [Reserved].

Certificates of the Issuer and the Seller. (Ai) An Officer’s 's Certificate from the Issuer, dated as of the Closing DateIssuance Date to the effect that: (IA) to the effect that a. the Issuer is not in Default under this Indenture and that the issuance of the Recovery Bonds applied for will not result in any Default or in any material breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any material indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. that subject; (B) all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Recovery Bonds applied for have been complied with; (C) all instruments furnished to the Trustee pursuant to this Indenture conform to the requirements set forth in this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver the Bonds applied for, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Bonds have been complied with; (IID) to the effect that the Issuer has not assigned any interest or participation in the Recovery Bond Collateral except for the Grant contained in the Lien of this Indenture and of the Series Supplement; Statute; (E) the Issuer has the power and right to Grant the Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunderhereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Recovery Bond Collateral free and clear of any Lienlien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result encumbrance, except the Lien of actions this Indenture and of the Issuer or through the Issuer, except Permitted LiensStatute; (IIIF) to the effect that the Issuer has appointed the a firm of Independent registered certified public accountants as contemplated in Section 8.068.07; (IVG) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement and the Administration Servicing Agreement, which are, to the knowledge of the Issuer, in full force and effect ; and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; (VH) stating that all filings with the CPUC, the California Secretary of State and the Delaware Secretary of State NHPUC pursuant to the Wildfire Financing Law, the UCC and the Financing Order Statute and all UCC financing statements with respect to the Recovery Bond Collateral which that are required to be filed by in order to cause the terms of Trustee to have a first priority perfected security interest in the Financing Order, the Wildfire Financing Law, Collateral have been made. (ii) An Officer's Certificate (as defined in the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) An officer’s certificate from the Seller, dated as of the Closing Issuance Date, to the effect that, in the case of the Recovery Property identified in the Sale Agreement, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: that (Ia) the Seller was the original representations and the sole owner of such Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation warranties set forth in such Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms Article III of the Sale Agreement, has validly sold Agreement are true and assigned to the Issuer all of its right, title correct and interest in and to such Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; (IIb) the attached copy copies of the Financing Finance Order and Issuance Advice Letter creating such Recovery the RRB Property is are true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccountcorrect. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) a. An Officer’s Certificate from the Issuer, dated as of the Closing Date: (I) i. to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Phase-In-Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Phase-In-Recovery Bonds have been complied with; (II) ii. to the effect that the Issuer has not assigned any interest or participation in the Phase-In-Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Phase-In-Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Phase-In-Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) iii. to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) iv. to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement , the Administration Agreement, and the Administration Intercreditor Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (V) v. stating that all filings with the CPUCCommission, the California Ohio Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Phase-In-Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) b. An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Phase-In-Recovery Property identified in the Sale AgreementXxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) i. the Seller was the original and the sole owner of such Phase-In-Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Phase-In-Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Phase-In-Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Phase-In-Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (II) ii. the attached copy of the Financing Order creating such Phase-In-Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].

Certificates of the Issuer and the Seller. (A) a. An Officer’s Certificate from the Issuer, dated as of the Closing Date: (I) i. to the effect that a. (A) the Issuer is not in Default under this Indenture and that the issuance of the Phase-In-Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and b. (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Phase-In-Recovery Bonds have been complied with; (II) ii. to the effect that the Issuer has not assigned any interest or participation in the Phase-In-Recovery Bond Collateral except for the Grant contained in the Indenture and the Series Supplement; the Issuer has the power and right to Grant the Phase-In-Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Phase-In-Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens; (III) iii. to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06; (IV) iv. to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement Agreement, the Administration Agreement, and the Administration Intercreditor Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements;; and (V) v. stating that all filings with the CPUCCommission, the California Ohio Secretary of State and the Delaware Secretary of State pursuant to the Wildfire Financing Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Phase-In-Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Wildfire Financing Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required; and (VI) stating that (A) all conditions precedent provided for in this Indenture relating to (I) the authentication and delivery of the Issuer’s Recovery Bonds, and (II) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, (B) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is authorized or permitted by this Indenture, and (C) the Issuer has delivered the documents required under this Section 2.10 and has otherwise satisfied the requirements set out in this Section 2.10, including, but not limited to, complying with Section 2.10(a) hereof. (B) b. An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Phase-In-Recovery Property identified in the Sale AgreementXxxx of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (I) i. the Seller was the original and the sole owner of such Phase-In-Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Phase-In-Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Phase-In-Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Phase-In-Recovery Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected;; and (II) ii. the attached copy of the Financing Order creating such Phase-In-Recovery Property is true and complete and is in full force and effect; and (III) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount. (C) [Reserved].