Common use of Opinions as to Collateral Clause in Contracts

Opinions as to Collateral. (a) Within 90 days after the beginning of each calendar year beginning with the calendar year beginning January 1, 2024, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act and the Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act or the Financing Order have been executed and filed that are necessary fully to preserve and protect the Lien of the Issuer and the Indenture Trustee in the Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lien.

Opinions as to Collateral. (a) Within 90 days after the beginning of each calendar year beginning with the calendar year beginning January 1, 20242025, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry Secretary of State of the State of South Carolina pursuant to the Energy Transition Act Storm Recovery Law and the Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistrySecretary of State of the State of South Carolina, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture and the Series SupplementIndenture. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry Secretary of State of the State of South Carolina pursuant to the Energy Transition Act Storm Recovery Law or the applicable Financing Order have been executed and filed that are necessary fully to preserve and protect the Lien of the Issuer and the Indenture Trustee in the Storm Recovery Property and the Storm Recovery Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lien.

Opinions as to Collateral. (a) Within 90 days after the beginning of each calendar year beginning with the calendar year beginning January 1, 20242023, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry Secretary of State of the State of North Carolina pursuant to the Energy Transition Act Storm Recovery Law and the Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistrySecretary of State of the State of North Carolina, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture and the Series SupplementIndenture. (b) Prior to the effectiveness of any amendment to the applicable Sale Agreement or the applicable Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry Secretary of State of the State of North Carolina pursuant to the Energy Transition Act Storm Recovery Law or the applicable Financing Order have been executed and filed that are necessary fully to preserve and protect the Lien of the Issuer and the Indenture Trustee in the Storm Recovery Property and the Storm Recovery Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lien.

Opinions as to Collateral. (a) Within 90 days after On the beginning of Series Issuance -------------------------- Date for each calendar year beginning with the calendar year beginning January 1, 2024Series, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any filings with the CPUC pursuant to the PU Code, financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before [ ] in each calendar year, while any Series is outstanding, beginning at least three months after the issuance of the first Series of the Notes, the Note Issuer shall furnish to the Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, documents and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act and the Financing OrderPU Code, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryCPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until [ ] in the Series Supplementfollowing calendar year. (bc) Prior to the effectiveness of any Subsequent Sale Agreement or any amendment to the Sale Agreement or the Servicing Agreement, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act or the Financing Order PU Code, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Note Issuer and the Indenture Note Trustee in the Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days after the beginning Not later than March 31 of each calendar year beginning with the calendar year beginning January 1March 31, 202420[_], the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, Commission or the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act Deferred Fuel Cost Statute and the Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, Commission or the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryDelaware, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture and the Series SupplementIndenture. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, Commission or the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act Deferred Fuel Cost Statute or the Financing Order Order, have been executed and filed that are necessary fully to preserve and protect maintain the Lien of the Issuer and the Indenture Trustee and the perfected security interest created by this Indenture in the Deferred Fuel Cost Property and the Deferred Fuel Cost Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve maintain such Lien and protect such Liensecurity interest.

Opinions as to Collateral. (a) Within 90 days after On the beginning of Series Issuance -------------------------- Date for each calendar year beginning with the calendar year beginning January 1, 2024Series, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any filings with the CPUC pursuant to the PU Code, financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before [_] in each calendar year, while any Series is outstanding, beginning at least three months after the issuance of the first Series of the Notes, the Note Issuer shall furnish to the Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this IndentureInden ture, any indentures supplemental hereto and any other requisite documents, documents and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act and the Financing OrderPU Code, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryCPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until [_] in the Series Supplementfollowing calendar year. (bc) Prior to the effectiveness of any Subsequent Sale Agreement or any amendment to the Sale Agreement or the Servicing Agreement, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act or the Financing Order PU Code, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Note Issuer and the Indenture Note Trustee in the Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days On or before July 1st in each calendar year, beginning at least 3 months after the beginning issuance of each calendar year beginning with the calendar year beginning January 1, 2024first Series of the Transition Bonds while any Series is outstanding, the Issuer shall furnish to the Indenture Bond Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documentsdocuments and, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry PUC pursuant to the Energy Transition Act and the Financing OrderStatute, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and security interest, and the perfected security interest first priority thereof, created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest, and the first priority thereof. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents documents, and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until July 1 in the Series Supplementfollowing calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Bond Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry PUC pursuant to the Energy Transition Act or the Financing Order Statute, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Issuer and the Indenture Bond Trustee in the Transferred Intangible Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days after the beginning of each calendar year beginning with the calendar year beginning January 1, 20242017, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Florida Secured Transaction Registry pursuant to the Energy Transition Act Nuclear Asset-Recovery Law and the Financing Order and any Subsequent Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement Supplements and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Florida Secured Transaction Registry, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture and the all Series SupplementSupplements. (b) Prior to the effectiveness of any amendment to the applicable Sale Agreement or the applicable Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Florida Secured Transaction Registry pursuant to the Energy Transition Act Nuclear Asset-Recovery Law or the applicable Financing Order have been executed and filed that are necessary fully to preserve and protect the Lien of the Issuer and the Indenture Trustee in the Series Property and the Series Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lien.

Opinions as to Collateral. (a) Within 90 days after the beginning of each calendar year beginning with the calendar year beginning [January 1, 20242023], the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry Secretary of State of the State of North Carolina pursuant to the Energy Transition Act Storm Recovery Law and the Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistrySecretary of State of the State of North Carolina, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture and the Series SupplementIndenture. (b) Prior to the effectiveness of any amendment to the applicable Sale Agreement or the applicable Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry Secretary of State of the State of North Carolina pursuant to the Energy Transition Act Storm Recovery Law or the applicable Financing Order have been executed and filed that are necessary fully to preserve and protect the Lien of the Issuer and the Indenture Trustee in the Storm Recovery Property and the Storm Recovery Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lien.

Opinions as to Collateral. (a) Within 90 days On or before July 1st in each calendar year, beginning at least 3 months after the beginning issuance of each calendar year beginning with the calendar year beginning January 1, 2024first Series of the Transition Bonds while any Series is outstanding, the Issuer shall furnish to the Indenture Bond Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documentsdocuments and, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry PUC pursuant to the Energy Transition Act and the Financing OrderStatute, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and security interest, and the perfected security interest first priority thereof, created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest, and the first priority thereof. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents documents, and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until July 1 in the Series Supplementfollowing calendar year. (b) Prior to the effectiveness of any amendment to the Transfer Agreement, the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Bond Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry PUC pursuant to the Energy Transition Act or the Financing Order Statute, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Issuer and the Indenture Bond Trustee in the Transferred Intangible Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days On or before [_____] in each calendar year, beginning at least 3 months after the beginning issuance of each calendar year beginning with the calendar year beginning January 1, 2024first Series of the Transition Bonds while any Series is outstanding, the Issuer shall furnish to the Indenture Bond Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documentsdocuments and, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry PUC pursuant to the Energy Transition Act and the Financing OrderStatute, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and security interest, and the perfected security interest first priority thereof, created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest, and the first priority thereof. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents documents, and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until [_____] in the Series Supplementfollowing calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Bond Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry PUC pursuant to the Energy Transition Act or the Financing Order Statute, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Issuer and the Indenture Bond Trustee in the Transferred Intangible Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days after On the beginning of Series -------------------------- Issuance Date for each calendar year beginning with the calendar year beginning January 1, 2024Series, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any filings with the CPUC pursuant to the PU Code, financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before September 30 in each calendar year, while any Series is outstanding, beginning at least three months after the issuance of the first Series of the Notes, the Note Issuer shall furnish to the Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, documents and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act and the Financing OrderPU Code, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryCPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until September 30 in the Series Supplementfollowing calendar year. (bc) Prior to the effectiveness of any Subsequent Sale Agreement or any amendment to the Sale Agreement or the Servicing Agreement, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act or the Financing Order PU Code, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Note Issuer and the Indenture Note Trustee in the Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days after the beginning of On or before [March 31] in each calendar year beginning with the calendar year beginning January 1year, 2024while any Series is outstanding, the Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and, with respect to the execution and filing of any filings pursuant to the Competition Act or the UCC, financing statements and continuation statements as is necessary to maintain the lien and security interest, and the first priority thereof, created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest, and the first priority thereof. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Competition Act and the Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryUCC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until [ ] in the Series Supplementfollowing calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement, the Contribution Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Competition Act or the Financing Order UCC, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Issuer and the Indenture Trustee in the Transferred Intangible Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days after On the beginning of Series Issuance -------------------------- Date for each calendar year beginning with the calendar year beginning January 1, 2024Series, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any filings with the CPUC pursuant to the PU Code, financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before September 30 in each calendar year, while any Series is outstanding, beginning at least three months after the issuance of the first Series of the Notes, the Note Issuer shall furnish to the Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, documents and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act and the Financing OrderPU Code, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryCPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until September 30 in the Series Supplementfollowing calendar year. (bc) Prior to the effectiveness of any Subsequent Sale Agreement or any amendment to the Sale Agreement or the Servicing Agreement, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act or the Financing Order PU Code, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Note Issuer and the Indenture Note Trustee in the Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days after the beginning of each calendar year beginning with the calendar year beginning January 1, 202420[17], the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Florida Secured Transaction Registry pursuant to the Energy Transition Act Nuclear Asset-Recovery Law and the Financing Order and any Subsequent Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement Supplements and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Florida Secured Transaction Registry, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture and the all Series SupplementSupplements. (b) Prior to the effectiveness of any amendment to the applicable Sale Agreement or the applicable Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Florida Secured Transaction Registry pursuant to the Energy Transition Act Nuclear Asset-Recovery Law or the applicable Financing Order have been executed and filed that are necessary fully to preserve and protect the Lien of the Issuer and the Indenture Trustee in the Series Property and the Series Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lien.

Opinions as to Collateral. (a) Within 90 days after On the beginning of Series Issuance ------------------------- Date for each calendar year beginning with the calendar year beginning January 1, 2024Series, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any filings with the CPUC pursuant to the PU Code, financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before September 30 in each calendar year, while any Series is outstanding, beginning at least three months after the issuance of the first Series of the Notes, the Note Issuer shall furnish to the Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, documents and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act and the Financing OrderPU Code, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryCPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until September 30 in the Series Supplementfollowing calendar year. (bc) Prior to the effectiveness of any Subsequent Sale Agreement or any amendment to the Sale Agreement or the Servicing Agreement, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act or the Financing Order PU Code, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Note Issuer and the Indenture Note Trustee in the Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days after the beginning Not later than March 31 of each calendar year beginning with the calendar year beginning January 1March 31, 202420[ ], the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, Commission or the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act Deferred Fuel Cost Statute and the Financing Order, financing statements and continuation statements, as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, Commission or the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryDelaware, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest created by this Indenture and the Series SupplementIndenture. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, Commission or the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act Deferred Fuel Cost Statute or the Financing Order Order, have been executed and filed that are necessary fully to preserve and protect maintain the Lien of the Issuer and the Indenture Trustee and the perfected security interest created by this Indenture in the Deferred Fuel Cost Property and the Deferred Fuel Cost Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve maintain such Lien and protect such Liensecurity interest.

Opinions as to Collateral. (a) Within 90 days Promptly after the beginning execution and delivery of this Indenture, promptly after each Series Issuance Date, if any, and on or before May 31 in each calendar year beginning with the calendar year beginning January 1year, 2024while any Series is outstanding, commencing May 31, 2003, the Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act New Jersey UCC and the Financing Order, financing statements and continuation statements, Delaware UCC so as are necessary to maintain make effective the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such LienLien and security interest, and no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Issuer in the Transferred Bondable Transition Property. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or pursuant to the New Mexico Secured Transaction RegistryJersey UCC and Delaware UCC of financing statements, financing continuation statements and continuation statements other instruments that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Grant, Lien and the perfected security interest created by of this Indenture and until May 31 in the Series Supplementfollowing calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all actions, with respect to filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act or the Financing Order New Jersey UCC and Delaware UCC, have been executed and filed taken that are necessary fully to preserve and protect maintain the Lien security interests of the Issuer and the Indenture Trustee in the Property and all the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Issuer Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days Promptly after the beginning execution and delivery of this Indenture, promptly after each Series Issuance Date, if any, and on or before May 31 in each calendar year beginning with the calendar year beginning January 1year, 2024while any Series is outstanding, commencing May 31, 2007, the Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act New Jersey UCC and the Financing Order, financing statements and continuation statements, Delaware UCC so as are necessary to maintain the effectiveness of the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such LienLien and security interest, and no other Lien or security interest is equal or prior to the Lien and security interest of the Trustee in the Collateral. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or pursuant to the New Mexico Secured Transaction RegistryJersey UCC and the Delaware UCC of financing statements, financing continuation statements and continuation statements other instruments that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien Gxxxx, Xxxx and the perfected security interest created by of this Indenture and until May 31 in the Series Supplementfollowing calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all actions, with respect to filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act or New Jersey UCC and the Financing Order Delaware UCC, have been executed and filed taken that are necessary fully to preserve and protect maintain the Lien and security interest of the Issuer in the Transferred Bondable Transition Property and the Indenture Lien and security interest of the Trustee in the Transferred Bondable Transitional Property and the other Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Issuer Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve maintain such Liens and protect such Liensecurity interests.

Opinions as to Collateral. (a) Within 90 days Promptly after the beginning execution and delivery of this Indenture, promptly after each Series Issuance Date, if any, and on or before May 31 in each calendar year beginning with the calendar year beginning January 1year, 2024while any Series is outstanding, commencing May 31, 2007, the Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act New Jersey UCC and the Financing Order, financing statements and continuation statements, Delaware UCC so as are necessary to maintain the effectiveness of the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such LienLien and security interest, and no other Lien or security interest is equal or prior to the Lien and security interest of the Trustee in the Collateral. Such Issuer Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or pursuant to the New Mexico Secured Transaction RegistryJersey UCC and the Delaware UCC of financing statements, financing continuation statements and continuation statements other instruments that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Grant, Lien and the perfected security interest created by of this Indenture and until May 31 in the Series Supplementfollowing calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Issuer Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all actions, with respect to filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act or New Jersey UCC and the Financing Order Delaware UCC, have been executed and filed taken that are necessary fully to preserve and protect maintain the Lien and security interest of the Issuer in the Transferred Bondable Transition Property and the Indenture Lien and security interest of the Trustee in the Transferred Bondable Transitional Property and the other Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Issuer Opinions of Counsel in which such details are given, or (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve maintain such Liens and protect such Liensecurity interests.

Opinions as to Collateral. (a) Within 90 days after On the beginning of Series Issuance Date for each calendar year beginning with the calendar year beginning January 1, 2024Series, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any filings with the CPUC pursuant to the PU Code, financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before September 30 in each calendar year, while any Series is outstanding, beginning at least three months after the issuance of the first Series of the Notes, the Note Issuer shall furnish to the Note Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, documents and with respect to the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act and the Financing OrderPU Code, financing statements and continuation statements, statements as are is necessary to maintain the Lien lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, that in the opinion of such counsel, counsel no such action is necessary to maintain such Lienlien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryCPUC, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien lien and the perfected security interest created by of this Indenture and until September 30 in the Series Supplementfollowing calendar year. (bc) Prior to the effectiveness of any Subsequent Sale Agreement or any amendment to the Sale Agreement or the Servicing Agreement, the Note Issuer shall furnish to the Indenture Note Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, the Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry CPUC pursuant to the Energy Transition Act or the Financing Order PU Code, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Note Issuer and the Indenture Note Trustee in the Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.

Opinions as to Collateral. (a) Within 90 days Promptly after the beginning of Series Issuance Date for each calendar year beginning with Series (including the calendar year beginning January 1, 2024Closing Date), the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any filings with the PUCT or the Texas Secretary of State pursuant to the Securitization Law and the Financing Order and any financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective. (b) On or before ___________ in each calendar year, while any Series is outstanding, beginning on ___________, 200_, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents, documents and with respect to the execution and filing of any filings with the Commission, PUCT or the Texas Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act Securitization Law and the Financing Order, Order and any financing statements and continuation statements, statements as are necessary to maintain the Lien and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action, action or stating that, in the opinion of such counsel, no such action is necessary to maintain such Lienlien. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Commission, PUCT or the Texas Secretary of State of the State of Delaware or the New Mexico Secured Transaction RegistryState, financing statements and continuation statements that will, in the opinion of such counsel, be required within the 12-month period following the date of such opinion to maintain the Lien and the perfected security interest lien created by this Indenture and until ___________ in the Series Supplementfollowing calendar year. (bc) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (iA) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Commission, PUCT and the Texas Secretary of State of the State of Delaware or the New Mexico Secured Transaction Registry pursuant to the Energy Transition Act Securitization Law or the Financing Order Order, have been executed and filed that are necessary fully to preserve and protect the Lien interest of the Issuer and the Indenture Trustee in the Transition Property and the Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (iiB) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such Lieninterest.