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

Certificates of the Note Issuer and the Seller. (a) An Officer’s Certificate from the Note Issuer, dated as of the Issuance Date: (i) to the effect that the Note Issuer is not in Default under this Note Indenture and that the issuance of the Notes 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 any material indenture, mortgage, deed of trust or other agreement or instrument to which the Note 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 Note 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 that all conditions precedent provided in this Note Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (ii) to the effect that all instruments furnished to the Note Trustee pursuant to this Note Indenture conform to the requirements set forth in this Note Indenture and constitute all of the documents required to be delivered hereunder for the Note Trustee to authenticate and deliver the Notes applied for, and all conditions precedent provided for in this Note Indenture relating to the authentication and delivery of the Notes have been complied with; (iii) to the effect that the Note Issuer has not assigned any interest or participation in the Collateral except for the lien of this Note Indenture and of the Statute; the Note Issuer has the power and right to Grant the Collateral to the Note Trustee as security hereunder; and the Note Issuer, subject to the terms of this Note Indenture, has Granted to the Note Trustee all of its right, title and interest in and to such Collateral free and clear of any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance, except the lien of this Note Indenture and of the Statute; (iv) to the effect that the Note Issuer has appointed a firm of Independent certified public accountants as contemplated in Section 8.06 hereof; (v) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement and the Servicing Agreement; and (vi) stating that all filings with the DTE pursuant to the Statute and all UCC financing statements with respect to the Collateral which are required to be filed to cause the Note Trustee to have a first priority perfected security interest in the Collateral have been filed. (b) An Officer’s Certificate (as defined in the Sale Agreement) from the Seller, dated as of the Issuance Date, to the effect that (i) the representations and warranties set forth in Article III of the Sale Agreement are true and correct and (ii) the attached copies of the Financing Order and Issuance Advice Letter creating the Transition Property are true and correct.

Certificates of the Note Issuer and the Seller. (a) An ----------------------------------------------- Officer’s 's Certificate from the Note Issuer, dated as of the Series Issuance Date: (i) to the effect that the Note Issuer is not in Default under this Note Indenture and that the issuance of the Notes 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 any material indenture, mortgage, deed of trust or other agreement or instrument to which the Note 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 Note 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 that all conditions precedent provided in this Note Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (ii) to the effect that all instruments furnished to the Note Trustee pursuant to this Note Indenture conform to the requirements set forth in this Note Indenture and constitute all of the documents required to be delivered hereunder for the Note Trustee to authenticate and deliver the Notes applied for, and all conditions precedent provided for in this Note Indenture relating to the authentication and delivery of the Notes have been complied with; (iii) to the effect that the Note Issuer has not assigned any interest or participation in the Collateral except for the lien of this Note Indenture and of the StatuteIndenture; the Note Issuer has the power and right to Grant the Collateral to the Note Trustee as security hereunder; and the Note Issuer, subject to the terms of this Note Indenture, has Granted to the Note Trustee all of its right, title and interest in and to such Collateral free and clear of any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbranceencumbrance arising as a result of actions of the Note Issuer or through the Note Issuer, except the lien of this Note Indenture and of the StatuteIndenture; (iviii) to the effect that the Note Issuer has appointed a the firm of Independent certified public accountants as contemplated in Section 8.06 hereof; (viv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement or Subsequent Sale Agreement, as applicable, and the Servicing Agreement; and (viv) stating that all filings with the DTE CPUC pursuant to the Statute PU Code and all UCC financing statements with respect to the Collateral which are required to be filed to cause by the Note Trustee to have a first priority perfected security interest in terms of the Collateral Sale Agreement or Subsequent Sale Agreement, as applicable, the Servicing Agreement or this Indenture have been filedfiled as required. (b) An Officer’s 's Certificate (as defined in the Sale Agreement) from the Seller, dated as of the Series Issuance Date, to the effect that that, in the case of the Transition Property immediately prior to the conveyance thereof to the Note Issuer pursuant to the Sale Agreement: (i) the representations Seller was the owner of such Transition Property, free and warranties set forth clear of any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance (subject to any statutory lien in Article III favor of the holders of the rate reduction bonds issued pursuant to the Financing Order and the trustee or the representative for such holders pursuant to Section 843(g) of the PU Code); the Seller had not assigned any interest or participation in such Transition Property and the proceeds thereof other than to the Note Issuer pursuant to the Sale Agreement (or, if assigned, it has been released); the Seller has the power and right to convey such Transition Property and the proceeds thereof to the Note Issuer; and the Seller, subject to the terms of the Sale Agreement are true Agreement, has validly conveyed to the Note Issuer all of its right, title and correct interest in and to such Transition Property and the proceeds thereof, free and clear of any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance; and (ii) the attached copies of the Financing Order and Issuance Advice Letter creating the such Transition Property are true and correct.

Certificates of the Note Issuer and the Seller. (ai) An Officer’s 's Certificate from the Note Issuer, dated as of the Issuance DateDate to the effect that: (ia) to the effect that the Note Issuer is not in Default under this Note Indenture and that the issuance of the Notes 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 any material indenture, mortgage, deed of trust or other agreement or instrument to which the Note 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 Note 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 that ; (b) all conditions precedent provided in this Note Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (iic) to the effect that all instruments furnished to the Note Trustee pursuant to this Note Indenture conform to the requirements set forth in this Note Indenture and constitute all of the documents required to be delivered hereunder for the Note Trustee to authenticate and deliver the Notes applied for, and all conditions precedent provided for in this Note Indenture relating to the authentication and delivery of the Notes have been complied with; (iiid) to the effect that the Note Issuer has not assigned any interest or participation in the Collateral except for the lien of this Note Indenture and of the Statute; ; (e) the Note Issuer has the power and right to Grant the Collateral to the Note Trustee as security hereunder; and the Note Issuer, subject to the terms of this Note Indenture, has Granted to the Note Trustee all of its right, title and interest in and to such Collateral free and clear of any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbranceencumbrance arising as a result of actions of the Note Issuer or through the Note Issuer, except the lien of this Note Indenture and of the Statute; (ivf) to the effect that the Note Issuer has appointed a firm of Independent certified public accountants as contemplated in Section 8.06 hereof; (vg) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement and the Servicing Agreement; and (vih) stating that all filings with the DTE DPUC pursuant to the Statute and all UCC financing statements with respect to the Collateral which are required to be filed to cause by the terms of the Sale Agreement, the Servicing Agreement or this Note Trustee to have a first priority perfected security interest in the Collateral Indenture have been filedfiled as required. (bii) An Officer’s 's Certificate (as defined in the Sale Agreement) from the Seller, dated as of the Issuance Date, to the effect that (ia) the representations and warranties set forth in Article III of the Sale Agreement are true and correct and (iib) the attached copies of the Financing Order and Issuance Advice Letter creating the Transition Property are true and correct.

Certificates of the Note Issuer and the Seller. (ai) An Officer’s 's Certificate from the Note Issuer, dated as of the Issuance DateDate to the effect that: (iA) to the effect that the Note Issuer is not in Default under this Note Indenture and that the issuance of the Notes 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 any material indenture, mortgage, deed of trust or other agreement or instrument to which the Note 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 Note 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 that ; (B) all conditions precedent provided in this Note Indenture relating to the authentication and delivery of the Notes applied for have been complied with; (iiC) to the effect that all instruments furnished to the Note Trustee pursuant to this Note Indenture conform to the requirements set forth in this Note Indenture and constitute all of the documents required to be delivered hereunder for the Note Trustee to authenticate and deliver the Notes applied for, and all conditions precedent provided for in this Note Indenture relating to the authentication and delivery of the Notes have been complied with; (iiiD) to the effect that the Note Issuer has not assigned any interest or participation in the Collateral except for the lien Lien of this Note Indenture and of the Statute; the Note Issuer has the power and right to Grant the Collateral to the Note Trustee as security hereunder; and the Note Issuer, subject to the terms of this Note Indenture, has Granted to the Note Trustee all of its right, title and interest in and to such Collateral free and clear of any lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance, except the lien Lien of this Note Indenture and of the Statute; (ivE) to the effect that the Note Issuer has appointed a firm of Independent certified public accountants as contemplated in Section 8.06 hereof8.06; (vF) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement and the Servicing Agreement; and (viG) stating that all filings with the DTE pursuant to the Statute and all UCC financing statements with respect to the Collateral which that are required to be filed to cause the Note Trustee to have a first priority perfected security interest in the Collateral have been filedmade. (bii) An Officer’s 's Certificate (as defined in the Sale Agreement) from the Seller, dated as of the Issuance Date, to the effect that (iA) the representations and warranties set forth in Article III of the Sale Agreement are true and correct and (iiB) the attached copies of the Financing Order and Issuance Advice Letter creating the Transition Property are true and correct.