Common use of Opinions of Counsel Clause in Contracts

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law to maintain the Liens of the Indenture Trustee in the Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain the Liens of the Indenture Trustee in the Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC MPSC and the California Missouri Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Securitized Utility Tariff Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC MPSC and the California Missouri Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain the Liens of the Indenture Trustee in the Recovery Securitized Utility Tariff Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Michigan Department of State and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, that are necessary under the UCC and the Wildfire Financing Securitization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Securitization Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, external counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Michigan Department of State and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Securitization Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of North Carolina, the Secretary of State of the State of Delaware and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Storm Recovery Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Storm Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, external counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of North Carolina, the Secretary of State of the State of Delaware and all filings pursuant to the UCC, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Storm Recovery Law to maintain the Liens of the Indenture Trustee in the Storm Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Bond Issuer and the Indenture Bond Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Bond Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State PUCO and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Statute to fully preserve, protect and perfect or maintain, as applicable, the Liens Lien of the Indenture Bond Trustee in the Phase-In-Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such LiensLien; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day ninety-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State PUCO and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Statute to maintain fully preserve, protect and perfect the Liens Lien of the Indenture Bond Trustee in the Phase-In-Recovery Property, have been authorized, executed and filed and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such LiensLien. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The With respect to each series of Environmental Control Bonds, the Servicer shall deliver to the Issuer Issuer, the PSCWV and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of the Sale Agreement and of each amendment thereto, promptly after the execution of the Transfer Agreement and of each amendment thereto, and on the Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PSCWV pursuant to the UCCStatute, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the applicable Indenture Trustee in the Recovery Transferred Environmental Control Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereofTransfer Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PSCWV pursuant to the UCCStatute, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the applicable Indenture Trustee in the Recovery Transferred Environmental Control Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Michigan Department of State and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, that are necessary under the UCC and the Wildfire Financing Law Statute to fully perfect or maintain, as applicable, and maintain the Liens of the Indenture Trustee in the Recovery Securitization Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect perfect and perfect maintain such Liens; and (ii) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer, or external counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Michigan Department of State and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Statute to fully perfect and maintain the Liens of the Indenture Trustee in the Recovery Securitization Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect perfect and perfect maintain such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, and maintain such interest or Lien.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC New Mexico Secured Transactions Registry and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, that are necessary under the UCC and the Wildfire Financing Law Energy Transition Act to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Series Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Counsel, which counsel may be an employee of or counsel to the IssuerIssuer or the Servicer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC New Mexico Secured Transactions Registry and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Law Energy Transition Act to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Series Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of South Carolina, the Secretary of State of the State of Delaware and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Storm Recovery Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Storm Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer, external counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of South Carolina, the Secretary of State of the State of Delaware and all filings pursuant to the UCC, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Storm Recovery Law to maintain the Liens of the Indenture Trustee in the Storm Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Act to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Act to maintain the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall obtain and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PSCW, the Wisconsin Department of Financial Institutions and the California Delaware Secretary of State and all filings pursuant to the UCCState, that are necessary under the UCC and the Wildfire Financing Law Statute to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Environmental Control Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PSCW, the Wisconsin Department of Financial Institutions and the California Delaware Secretary of State and all filings pursuant to the UCCState, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Statute to maintain the Liens of the Indenture Trustee in the Recovery Environmental Control Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall obtain and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Commission, the Michigan Department of State and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, that are necessary under the UCC and the Wildfire Financing Law Statute to fully preserve, perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Securitization Property have each been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to fully preserve, protect and perfect or maintain such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer, or external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Commission, the Michigan Department of State and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Statute to fully perfect and maintain the Liens of the Indenture Trustee in the Recovery Securitization Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to fully preserve, protect and perfect or maintain such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver on behalf of the Issuer to the Issuer Issuer, the Commission, and the Indenture to each Trustee: (ia) promptly after the execution and delivery of this Agreement and of each Sale Agreement and of each amendment heretohereto or thereto, an Opinion or Opinions of Counsel from external counsel of the Issuer either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with under the CPUC Statute and the California Secretary UCC that are necessary to perfect the interests of State the Trustee under the Indenture in the Series A Storm-Recovery Property and, if applicable, any additional Trustee under any Additional Indenture in any Subsequent Storm-Recovery Property, to the extent perfection can be achieved by filing under the Statute and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be is necessary to preserve, protect and perfect such Liensinterests; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) full calendar months after the date hereofClosing Date, an Opinion or Opinions of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with under the CPUC Statute and the California Secretary UCC that are necessary to perfect the interests of State the Trustee under the Indenture in the Series A Storm-Recovery Property and, if applicable, any additional Trustee under any Additional Indenture in any Subsequent Storm- Recovery Property, to the extent perfection can be achieved by filing under the Statute and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law to maintain the Liens of the Indenture Trustee in the Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be is necessary to preserve, protect and perfect such Liens. interests. (c) Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintainperfect, as applicablepreserve and protect such interests. ARTICLE FOUR SERVICES RELATED TO PERIODIC ADJUSTMENTS, such interest or Lien.REMITTANCES AND RECONCILIATIONS

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) : promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of each Sale Agreement and of each amendment thereto and on each Subsequent Transfer Date, an Opinion of Counsel from external Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liens; and (ii) and within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Commission and the California Ohio Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Phase-In-Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Commission and the California Ohio Secretary of State and all filings pursuant to the UCC, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Phase-In-Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect or maintain, as applicable, such interest or Lien. The costs of such Opinions of Counsel shall be reimbursable under the Indenture as Other Financing Costs, subject to the Cap described in Section 8.02(e) of the Indenture.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Kansas, the Secretary of State of the State of Delaware and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Securitized Utility Tariff Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liens; and (ii) within ninety (90) 90 days after the beginning of each calendar fiscal year beginning with the first calendar fiscal year beginning more than three (3) months after the date hereofthat starts on October 1, 2023, an Opinion of Counsel from Counsel, which counsel may be an (x) employee of, or counsel to, the Issuer or the Servicer, and which counsel shall be reasonably satisfactory to the Indenture Trustee, or (y) external counsel of the Issuer, in each case dated as of a date during such ninety (90)-day 90-day period, either either: (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Kansas, the Secretary of State of the State of Delaware and all filings pursuant to the UCC, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain the Liens of the Indenture Trustee in the Recovery Securitized Utility Tariff Collateral, including the Securitized Utility Tariff Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Commission and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, that are necessary under the Virginia or Delaware UCC and the Wildfire Financing Law Deferred Fuel Cost Statute to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Deferred Fuel Cost Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from Counsel, which counsel may be an employee of and counsel to the Issuer or the Servicer and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, external counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Commission and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Deferred Fuel Cost Statute to maintain the Liens of the Indenture Trustee in the Recovery PropertyDeferred Fuel Cost Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) above or in this clause (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer Seller shall deliver to the Issuer and the Indenture Trustee: : (ia) promptly after the execution and delivery of this Agreement and of each amendment heretohereto or to the Servicing Agreement and on each Subsequent Sale Date, an Opinion of Counsel from external counsel of the Issuer either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PSCWV pursuant to the UCCStatute, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Trustee Issuer in the Recovery Transferred Environmental Control Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect such interest; and perfect such Liens; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereofInitial Sale Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PSCWV or otherwise pursuant to the UCCStatute, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Trustee Issuer in the Recovery Transferred Environmental Control Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Commission, the Virginia State Corporation Commission and the California West Virginia Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery CRR Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Commission, the Virginia State Corporation Commission and the California West Virginia Secretary of State and all filings pursuant to the UCC, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery CRR Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect or maintain, as applicable, such interest or Lien. The costs of such Opinions of Counsel, are out-of-pocket costs of the Servicer which shall be reimbursable under the Indenture as Ongoing Financing Costs.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and to the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Indiana and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Securitization Act to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Securitization Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof2024, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer and which shall be reasonably satisfactory to the Trustee, or, in the Trustee’s sole judgment, external counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Indiana and all filings pursuant to the UCC, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Law Securitization Act to maintain the Liens of the Indenture Trustee in the Recovery Trust Estate, including the Securitization Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer Issuer, the Commission and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Florida Secured Transactions Registry and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, that are necessary under the UCC and the Wildfire Financing Nuclear Asset-Recovery Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Series Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, external counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Florida Secured Transactions Registry and the California Secretary of State and all filings pursuant to of the UCCState of Delaware, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Nuclear Asset-Recovery Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Series Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, and promptly after the execution of the Sale Agreement and of each amendment thereto, an Opinion of Counsel from external Independent counsel of the Issuer either either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Secretary of State of the State of Texas and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Public Utility Regulatory Act to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day period, either either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Secretary of State of the State of Texas and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Public Utility Regulatory Act to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC MoPSC and the California Missouri Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Securitized Utility Tariff Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to maintain, preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC MoPSC and the California Missouri Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain the Liens of the Indenture Trustee in the Recovery Securitized Utility Tariff Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to maintain, preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the each Issuer and the Indenture each Bond Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of each Sale Agreement and of each amendment thereto and on each Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture each Bond Trustee in the Recovery Serviced Intangible Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Transfer Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture each Bond Trustee in the Recovery Serviced Intangible Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and the Sale Agreement and of each amendment heretohereto and thereto, an Opinion Opinion(s) of Counsel from external Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Council and the California Secretary of State Louisiana UCC Filing Officer and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Storm Recovery Securitization Law to preserve and perfect or maintainthe ownership interest (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, as applicablethe security interest) of the Issuer in the Storm Recovery Property, and the Liens of the Indenture Trustee in the Storm Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect preserve and perfect such interests or Liens; and (ii) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) 3 months after the date hereof, an Opinion Opinion(s) of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Council and the California Secretary of State Louisiana UCC Filing Officer and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Storm Recovery Securitization Law to maintain the perfected ownership interest (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, the perfected security interest) of the Issuer in the Storm Recovery Property and the perfection of the Liens of the Indenture Trustee in the Storm Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect preserve and perfect such interests or Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and perfect or maintain, as applicable, such interest or Lien. The costs of such Opinions of Counsel are out-of-pocket costs of the Servicer that are recoverable as Operating Expenses, which shall be reimbursable under the Indenture.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, and promptly after the execution of the Sale Agreement and of each amendment thereto, an Opinion of Counsel from external Independent counsel of the Issuer either either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Secretary of State of the State of Texas and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Public Utility Regulatory Act to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery System Restoration Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day period, either either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Secretary of State of the State of Texas and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Public Utility Regulatory Act to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery System Restoration Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lien.

Opinions of Counsel. The Servicer shall obtain on behalf of the Issuer and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Kansas and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Securitized Utility Tariff Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof2024, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer and which shall be reasonably satisfactory to the Indenture Trustee, or, in the Indenture Trustee’s sole judgment, external counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either either: (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Kansas and all filings pursuant to the UCC, have been authorized, executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain the Liens of the Indenture Trustee in the Recovery Securitized Utility Tariff Bond Collateral, including the Securitized Utility Tariff Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the upon execution and delivery of this Agreement and the Sale Agreement or of each any amendment heretohereto or thereto, an Opinion of Counsel from external Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC APSC and the California Arkansas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Securitization Act to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Storm Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC APSC and the California Arkansas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Securitization Act to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Storm Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintainpreserve, as applicable, protect and continue the perfection of such interest or Lien. The costs of such opinions shall be payable from SRC Remittances as an Operating Expense in accordance with the Indenture (and shall not be deemed to constitute a portion of the Servicing Fee).

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and re-recorded and refiled in such manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filingsthis Indenture, including filings with the CPUC First Mortgage or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedPledged First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding October 1 to maintain, perfect and perfect make such Liensinterest effective; and (iib) within ninety (90) days after the beginning on or before October 1 of each calendar year year, beginning with the first calendar year beginning more than three (3) months after the date hereofin 2002, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 7.5(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 7.5(a) hereof, have been executed with respect to the recording, filing, re-recording, or refiling of this Indenture, the First Mortgage, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertyPledged First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding October 1 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedSenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding to perfect, maintain and perfect make such Liensinterest effective; and (iib) within ninety (90) days after the beginning on or before , of each calendar year beginning with year, commencing , 1999, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.05(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertySenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of each Sale Agreement and of each amendment thereto and on each Subsequent Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, and promptly after the execution of the Sale Agreement and of each amendment thereto, an Opinion of Counsel from external Independent counsel of the Issuer either either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Secretary of State of the State of Texas and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Texas Electric Choice Plan to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day period, either either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Secretary of State of the State of Texas and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Texas Electric Choice Plan to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and to the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement and of the Sale Agreement and of each amendment heretohereto or thereto, and on each Transfer Date, an Opinion of Counsel from external counsel of the Issuer either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including Michigan UCC filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, that are necessary to perfect the interests of the Trustee in the Securitization Property, to the extent perfection can be achieved by filing under the Michigan UCC and the Wildfire Financing Law to perfect or maintainStatute, as applicable, the Liens of the Indenture Trustee in the Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be is necessary to preserve, protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) full calendar months after the date hereofInitial Transfer Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including Michigan UCC filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary to perfect the interest of the Trustee in the Securitization Property, to the extent perfection can be achieved by filing under the Michigan UCC and the Wildfire Financing Law to maintain the Liens of the Indenture Trustee in the Recovery PropertyStatute, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be is necessary to preserve, protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall obtain and deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Servicing Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and Commission, the California Secretary Michigan Department of State and all filings pursuant to the UCCDelaware Secretary of State, that are necessary under the UCC and the Wildfire Financing Law Statute to perfect or maintain, as applicable, the Liens of the Indenture Trustee in each of the Recovery Distribution Securitization Property and Power Supply Securitization Property have each been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from Counsel, which counsel may be an employee of or counsel to the Issuer or the Servicer, or external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and Commission, the California Secretary Michigan Department of State and all filings pursuant to the UCCDelaware Secretary of State, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Statute to perfect and maintain the Liens of the Indenture Trustee in the Recovery Securitization Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (iSection 3.01(c)(i) or (iiSection 3.01(c)(ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Holders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly Promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary any financing of State continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interest of the Indenture Trustee in the Recovery Property have been authorized, executed and filedCollateral Bonds intended to be created by this Indenture for the benefit of the Holders from time to time of the Securities, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding May 1 to maintain, perfect and perfect make such Liensinterest effective; and (iib) within ninety (90) days after the beginning On or before May 1 of each calendar year beginning with year, commencing May 1, 1999, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 11.06(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 11.06(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens interest of the Indenture Trustee in the Recovery PropertyCollateral Bonds intended to be created by this Indenture for the benefit of the Holders from time to time of the Securities, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding May 1 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedSenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding December 1 to maintain, perfect and perfect make such Liensinterest effective; and (iib) within ninety (90) days after the beginning on or before December 1 of each calendar year beginning with year, commencing December 1, 1999, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.05(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertySenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding December 1 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC New York Department of State, Division of Corporations and the California Secretary of State and all any other filings necessary pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Act to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC New York Department of State, Division of Corporations and the California Secretary of State and all any other filings necessary pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Act to maintain the Liens of the Indenture Trustee in the Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Bond Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of each Sale Agreement and of each amendment thereto and on each Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Bond Trustee in the Recovery Serviced Intangible Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Transfer Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Bond Trustee in the Recovery Serviced Intangible Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall deliver to the Note Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of each Sale Agreement and of each amendment thereto and on each Subsequent Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (ii) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuercounsel, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and the Sale Agreement and of each amendment heretohereto and thereto, an Opinion Opinion(s) of Counsel from external Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC LPSC and the California Secretary of State Louisiana UCC Filing Officer and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Investment Recovery Securitization Law to preserve and perfect or maintainthe ownership interest (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, as applicablethe security interest) of the Issuer in the Investment Recovery Property, and the Liens of the Indenture Trustee in the Investment Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect preserve and perfect such interests or Liens; and (ii) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) 3 months after the date hereof, an Opinion Opinion(s) of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC LPSC and the California Secretary of State Louisiana UCC Filing Officer and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Investment Recovery Securitization Law to maintain the perfected ownership interest (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, the perfected security interest) of the Issuer in the Investment Recovery Property and the perfection of the Liens of the Indenture Trustee in the Investment Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect maintain such interests or Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lien.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedPledged First Mortgage Bonds or the Pledged Substituted Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding May 1 to maintain, perfect and perfect make such Liensinterest effective; and (iib) within ninety (90) days after the beginning on or before May 1 of each calendar year year, beginning with in 1998, and prior to the first calendar year beginning more than three (3) months after the date hereofSubstitution Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.05(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertyPledged First Mortgage Bonds or the Pledged Substituted Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding May 1 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: : (i) promptly after the upon execution and delivery of this Agreement and the Sale Agreement or of each any amendment heretohereto or thereto, an Opinion of Counsel from external Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC APSC and the California Arkansas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law Securitization Act to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Storm Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC APSC and the California Arkansas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law Securitization Act to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Storm Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintainpreserve, as applicable, protect and continue the perfection of such interest or Lien. The costs of such opinions shall be payable from SRC Remittances as an Operating Expense in accordance with the Indenture (and shall not be deemed to constitute a portion of the Servicing Fee).

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the upon execution and delivery of this Agreement and the Sale Agreement or of each any amendment heretohereto or thereto, an Opinion of Counsel from external Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintainpreserve, as applicable, protect and continue the perfection of such interest or Lien.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedSenior Note Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding May 1 to maintain, perfect and perfect make such Liensinterest effective; and (iib) within ninety (90) days after the beginning on or before May 1 of each calendar year year, beginning with in 1999, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.5(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.5(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertySenior Note Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding May 1 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security interest of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indentures supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indentures and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedSenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such security interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding April 30 to perfect, maintain and perfect make such Lienssecurity interest effective; and (iib) within ninety (90) days after the beginning on or before April 30 of each calendar year beginning with year, commencing April 30, 2000, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.05(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertySenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any security interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding April 30 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer shall deliver to the Issuer and to the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of the Sale Agreement and of each amendment thereto, and on each Sale Date, an Opinion of Counsel from external counsel of the Issuer either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Texas pursuant to the Texas Electric Choice Plan and all filings pursuant to the UCC, that are necessary under to fully preserve and protect the UCC interests of each of the Issuer and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filedfiled and are in full force and effect, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterests; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Sale Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90- day period, either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Texas pursuant to the Texas Electric Choice Plan and all filings pursuant to the UCC, that are necessary to fully preserve and protect the interests of each of the Issuer and the Trustee in the Transition Property have been executed and filed that and are necessary under the UCC in full force and the Wildfire Financing Law to maintain the Liens of the Indenture Trustee in the Recovery Propertyeffect, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterests.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of the Sale Agreement and of each amendment thereto and on each Subsequent Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PSC and the California Secretary Maryland State Department of State Assessments and Taxation and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Rate Stabilization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Rate Stabilization Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to fully preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PSC and the California Secretary Maryland State Department of State Assessments and Taxation and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Rate Stabilization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Rate Stabilization Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to fully preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintainpreserve, as applicable, protect and continue the perfection of such interest or Lien.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security interest of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indentures supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indentures and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedSenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such security interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding ------ -- to perfect, maintain and perfect make such Lienssecurity interest effective; and (iib) within ninety (90) days after the beginning on or before ------- --, of each calendar year beginning with year, commencing ------ --, 1999, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.05(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, have been executed with respect to the recording, filing, rerecording, or 35 refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertySenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any security interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding ------- -- to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of the Sale Agreement and of each amendment thereto and on each Subsequent Transfer Date, an Opinion of Counsel from external counsel of the Issuer Servicer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PSC and the California Secretary Maryland State Department of State Assessments and Taxation and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Rate Stabilization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Rate Stabilization Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to fully preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the IssuerServicer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PSC and the California Secretary Maryland State Department of State Assessments and Taxation and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Rate Stabilization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Rate Stabilization Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to fully preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintainpreserve, as applicable, protect and continue the perfection of such interest or Lien.

Opinions of Counsel. The Servicer Company shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Securities in the Recovery Property have been authorized, executed and filedSenior Note Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such security interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding March 1 to maintain, perfect and perfect make such Lienssecurity interest effective; and (iib) within ninety (90) days after the beginning on or before March 1 of each calendar year year, beginning with in 1999, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 10.12(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 10.12(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Securities in the Recovery PropertySenior Note Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any security interest and stating what, if any, action necessary (as of the date foregoing character may reasonably be expected to become necessary prior to the next succeeding March 1 to maintain, perfect and make such security interest effective." Section 3.18. Prior to the Release Date, Section 13.2 of the Original Indenture is hereby amended by replacing the "." after the word "Defeasance")" in the first sentence of such opinion) Section with the following words: "and the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the Senior Note First Mortgage Bonds shall be taken satisfied and discharged, as provided in the supplemental indenture or indentures to the First Mortgage creating such Senior Note First Mortgage Bonds and the Senior Note First Mortgage Bonds shall cease to secure the related Securities in any manner.". Section 3.19. The Original Indenture is hereby amended by adding, after Section 13.6, the following year to perfect or maintain, as applicable, such interest or Lien.Article 14:

Opinions of Counsel. The Servicer shall deliver to the Issuer and to the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of the Sale Agreement and of each amendment thereto, and on each Sale Date, an Opinion of Counsel from external counsel of the Issuer either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Texas pursuant to the Texas Electric Choice Plan and all filings pursuant to the UCC, that are necessary under to perfect the UCC transfer and security interests of each of the Issuer and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filedfiled and are in full force and effect, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterests; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Sale Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Texas pursuant to the Texas Electric Choice Plan and all filings pursuant to the UCC, that are necessary to fully preserve and protect the interests of each of the Issuer and the Trustee in the Transition Property have been executed and filed that and are necessary under the UCC in full force and the Wildfire Financing Law to maintain the Liens of the Indenture Trustee in the Recovery Propertyeffect, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterests.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Bond Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of each Sale Agreement and of each amendment thereto and on each Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Bond Trustee in the Recovery Serviced Intangible Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Transfer Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a 234 date during such ninety (90)-day 90-day period, either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Bond Trustee in the Recovery Serviced Intangible Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer Company shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Securities in the Recovery Property have been authorized, executed and filedSenior Note Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such security interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding March 1 to maintain, perfect and perfect make such Lienssecurity interest effective; and (iib) within ninety (90) days after the beginning on or before March 1 of each calendar year year, beginning with in 1997, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 1009(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 1009(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Securities in the Recovery PropertySenior Note Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any security interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding March 1 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The With respect to each series of Environmental Control Bonds, the Servicer shall deliver to the Issuer Issuer, the PSCWV and the Indenture Trustee: : (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of the Sale Agreement and of each amendment thereto, promptly after the execution of the Transfer Agreement and of each amendment thereto, and on the Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PSCWV pursuant to the UCCStatute, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the applicable Indenture Trustee in the Recovery Transferred Environmental Control Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect such interest; and perfect such Liens; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereofTransfer Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PSCWV pursuant to the UCCStatute, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the applicable Indenture Trustee in the Recovery Transferred Environmental Control Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lien.interest. ARTICLE IV TRUE-UP ADJUSTMENTS SECTION

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the : upon execution and delivery of this Agreement and the Sale Agreement or of each any amendment heretohereto or thereto, an Opinion of Counsel from external Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to fully preserve, protect and perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) and within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC PUCT and the California Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain fully preserve, protect and perfect the Liens of the Indenture Trustee in the Recovery Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintainpreserve, as applicable, protect and continue the perfection of such interest or Lien.

Opinions of Counsel. The Servicer PP&L shall deliver to CEP Securities, the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this the Sale Agreement and of each amendment heretothereto or to the Servicing Agreement and on each Subsequent Transfer Date (as defined in the Sale Agreement), an Opinion of Counsel from external counsel of the Issuer either either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCCompetition Act, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Trustee in the Recovery Intangible Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be is necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereofInitial Transfer Date (as defined in the Sale Agreement), an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCCompetition Act, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Trustee in the Recovery Intangible Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be is necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, preserve and protect such interest." SECTION 2.05. Subsections (b) and (c) of Section 5.01 of the Original Agreement are hereby amended to read in their entirety as applicable, such interest or Lien.follows:

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedSenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding December ___ to maintain, perfect and perfect make such Liensinterest effective; and (iib) within ninety (90) days after the beginning on or before December __ of each calendar year beginning with year, commencing December __, 2002, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.05(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertySenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding December __ to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedSenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding December 1 to maintain, perfect and perfect make such Liensinterest effective; and (iib) within ninety (90) days after the beginning on or before December 1 of each calendar year beginning with year, commencing December 1, 2002, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.05(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.05(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertySenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding December 1 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer shall deliver to the Issuer and to the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of the Sale Agreement and of each amendment thereto and on each Sale Date, an Opinion of Counsel from external counsel of the Issuer either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCCompetition Act, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Trustee in the Recovery Transferred Intangible Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Sale Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCCompetition Act, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Trustee in the Recovery Transferred Intangible Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall deliver to the Issuer and to the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement and of the Sale Agreement and of each amendment heretohereto or thereto, and on each Transfer Date, an Opinion of Counsel from external counsel of the Issuer either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including UCC filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Trustee in the Recovery Transferred Bondable Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be is necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) full calendar months after the date hereofInitial Transfer Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including UCC filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Trustee in the Recovery Transferred Bondable Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be is necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer (a) COUNSEL FOR SELLER. Seller shall deliver to Purchaser at the Issuer Closing the opinion of Dennis P.R. Codon, Esq., Vice President and General Counsel for Seller, supplemented by opinions of designated counsel as appropriate, dated the Indenture TrusteeClosing Date and substantially to the effect that: (i) promptly after Seller is duly organized, validly existing and in good standing under the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel laws of the Issuer either (A) to State of California and is duly qualified and in good standing in California and in other jurisdictions where the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens ownership of the Indenture Trustee in the Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given76 Assets, or (B) the conduct of the operations of the Products Company, requires it to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; andso qualified; (ii) within ninety Seller has full corporate power and authority to enter into this Agreement and each of the agreements specifically provided herein (90together, the "Seller's Agreements"), and to perform its obligations hereunder and thereunder; (iii) days after Each of the beginning Seller's Agreements delivered pursuant hereto by Seller has been duly executed and delivered by Seller; (iv) The execution, delivery and performance by Seller of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the IssuerSeller's Agreements by Seller will not result in any breach of Seller's Articles of Incorporation or Bylaws; (v) Each of the Seller's Agreements is, dated and in combination are, or will be, valid agreements and obligations of Seller and legally binding upon it, except as the same may be limited by or subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of a date during such ninety creditors' rights generally or by general principles of equity; (90)-day period, either (Avi) to the effect that, in the opinion of To such counsel's knowledge, all filingsthere is no action, including filings with suit, proceeding or claim pending or threatened against or relating to Seller which is reasonably likely to prevent the CPUC and carrying out of this Agreement or the California Secretary of State and all filings agreements or instruments delivered pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Law to maintain the Liens of the Indenture Trustee in the Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenhereto, or (B) to the effect thattransactions contemplated hereby or thereby, in the opinion of declare any such counseltransactions unlawful, no or cause such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) transactions to be taken in the following year to perfect or maintain, as applicable, such interest or Lienrescinded.

Opinions of Counsel. The Servicer shall deliver to the each Issuer and the Indenture each Bond Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of each Sale Agreement and of each amendment thereto and on each Sale Date, an Opinion of Counsel from external counsel of the Issuer either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture each Bond Trustee in the Recovery Serviced Intangible Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Sale Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture each Bond Trustee in the Recovery Serviced Intangible Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: (i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and Commission, the California Texas Secretary of State State, the Delaware Secretary of State, and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Securitization Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Uplift Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens; and (ii) within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and Commission, the California Texas Secretary of State State, Delaware Secretary of State, and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Securitization Law to maintain the Liens of the Indenture Trustee in the Recovery Uplift Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Lien.

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery Property have been authorized, executed and filedSenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such security interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding May 1 to maintain, perfect and perfect make such Lienssecurity interest effective; and (iib) within ninety (90) days after the beginning on or before May 1 of each calendar year year, beginning with in 1996, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 6.05(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 6.05(a), have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Notes in the Recovery PropertySenior Note First Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any security interest and stating what, if any, action necessary (as of the date of such opinion) foregoing character may reasonably be expected to be taken in become necessary prior to the following year next succeeding May 1 to perfect or maintain, as applicable, perfect and make such security interest or Lieneffective.

Opinions of Counsel. The Servicer shall deliver to the ------------------- Issuer and the Indenture Bond Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of each Sale Agreement and of each amendment thereto and on each Transfer Date, an Opinion of Counsel from external counsel of the Issuer either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Bond Trustee in the Recovery Serviced Intangible Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Transfer Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCCStatute, have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Bond Trustee in the Recovery Serviced Intangible Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall deliver to the Issuer Issuer, to the PUCT and to the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, and promptly after the Sale Date, an Opinion of Counsel from external counsel of the Issuer either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Texas pursuant to the Texas Electric Choice Plan and all filings pursuant to the UCC, that are necessary under to perfect the UCC transfer and security interests of each of the Issuer and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Recovery Transition Property to which the Sale Agreement relates have been authorized, executed and filedfiled and are in full force and effect, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterests; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereofSale Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State of the State of Texas pursuant to the Texas Electric Choice Plan and all filings pursuant to the UCC, that are necessary to fully preserve and protect the interests of each of the Issuer and the Trustee in the Transition Property to which the Sale Agreement relates have been executed and filed that and are necessary under the UCC in full force and the Wildfire Financing Law to maintain the Liens of the Indenture Trustee in the Recovery Propertyeffect, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterests.

Opinions of Counsel. The Servicer shall deliver to the Issuer and to the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement and of each amendment hereto, promptly after the execution of the Sale Agreement and of each amendment thereto and on each Sale Date, an Opinion of Counsel from external counsel of the Issuer either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCC, Competition Act that are necessary under to fully preserve and protect the UCC and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens interests of the Indenture Trustee in the Recovery Serviced Intangible Transition Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest; and (iib) within ninety (90) 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereoffirst Sale Date, an Opinion of Counsel from external counsel of the IssuerCounsel, dated as of a date during such ninety (90)-day 90-day period, either either: (Ai) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC and the California Secretary of State and all filings PUC pursuant to the UCC, Competition Act have been executed and filed that are necessary under to preserve fully and protect fully the UCC and the Wildfire Financing Law to maintain the Liens interest of the Indenture Trustee in the Recovery Serviced Intangible Transition Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or or (Bii) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, preserve and protect and perfect such Liensinterest. Each Opinion of Counsel referred to in clause (ia) or (iib) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, preserve and protect such interest or Lieninterest.

Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee: : (i) promptly i)promptly after the execution and delivery of this Agreement and the Sale Agreement and of each amendment heretohereto and thereto, an Opinion Opinion(s) of Counsel from external Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Council and the California Secretary of State Louisiana UCC Filing Officer and all filings pursuant to the UCC, that are necessary under the UCC and the Wildfire Financing Storm Recovery Securitization Law to preserve and perfect or maintainthe ownership interest (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, as applicablethe security interest) of the Issuer in the Storm Recovery Property, and the Liens of the Indenture Trustee in the Storm Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect preserve and perfect such interests or Liens; and and (ii) within ninety (90) ii)within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) 3 months after the date hereof, an Opinion Opinion(s) of Counsel from external Independent counsel of the Issuer, dated as of a date during such ninety (90)-day 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the CPUC Council and the California Secretary of State Louisiana UCC Filing Officer and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Wildfire Financing Storm Recovery Securitization Law to maintain the perfected ownership interest (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, the perfected security interest) of the Issuer in the Storm Recovery Property and the perfection of the Liens of the Indenture Trustee in the Storm Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect preserve and perfect such interests or Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and perfect or maintain, as applicable, such interest or Lien. The costs of such Opinions of Counsel are out-of-pocket costs of the Servicer that are recoverable as Operating Expenses, which shall be reimbursable under the Indenture.

Opinions of Counsel. The Servicer Company shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of this Agreement Indenture and of each amendment heretoany indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indenture and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Securities in the Recovery Property have been authorized, executed and filedSenior Note Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserveperfect or make such security interest effective and stating what, protect if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding March 1 to maintain, perfect and perfect make such Lienssecurity interest effective; and (iib) within ninety (90) days after the beginning on or before March 1 of each calendar year year, beginning with in 1999, and prior to the first calendar year beginning more than three (3) months after the date hereofRelease Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 10.14(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 10.14(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Securities in the Recovery PropertySenior Note Mortgage Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any security interest and stating what, if any, action necessary (as of the date foregoing character may reasonably be expected to become necessary prior to the next succeeding March 1 to maintain, perfect and make such security interest effective." Section 3.18. Prior to the Release Date, Section 13.2 of the Original Indenture is hereby amended by replacing the "." after the word "Defeasance")" in the first sentence of such opinion) Section with the following words: "and the obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the Related Series of Senior Note Mortgage Bonds shall be taken satisfied and discharged, as provided in the supplemental indenture or indentures to the First Mortgage Indenture creating such Senior Note Mortgage Bonds and the Senior Note Mortgage Bonds shall cease to secure the related Securities in any manner.". Section 3.19. The Original Indenture is hereby amended by adding, after Section 13.6, the following year to perfect or maintain, as applicable, such interest or Lien.Article 14:

Opinions of Counsel. The Servicer Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security interests of the holders of the Securities and all rights of the Trustee, and shall deliver to the Issuer and the Indenture Trustee: (ia) promptly after the execution and delivery of any supplemental indenture to this Agreement and of each amendment heretoIndenture but prior to the Discharge Date, an Opinion of Counsel from external counsel of the Issuer either (A) to the effect stating that, in the opinion of such counsel, all filings, including filings with the CPUC this Indenture or such supplemental indentures and the California Secretary of State any financing or continuation statements have been properly recorded and all filings pursuant filed so as to the UCC, that are necessary under the UCC make effective and the Wildfire Financing Law to perfect or maintain, as applicable, the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the Holders from time to time of the Securities in the Recovery Property have been authorized, executed and filedRelated Series of Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect stating that, in the opinion of such counsel, no such action shall be is necessary to preserve, protect and perfect or make such Lienssecurity interest effective; and (iib) within ninety (90) days after the beginning on or before April 24, of each calendar year beginning with year, commencing April 24, 2010, and prior to the first calendar year beginning more than three (3) months after the date hereofDischarge Date, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, stating that in the opinion of such counselcounsel such action has been taken, all filings, including filings with since the CPUC and date of the California Secretary most recent Opinion of State and all filings Counsel furnished pursuant to this Section 1509(b) or the UCCfirst Opinion of Counsel furnished pursuant to Section 1509(a) hereof, have been executed with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and filed that are any financing or continuation statements, as is necessary under the UCC and the Wildfire Financing Law to maintain and perfect the Liens security interest of the Trustee intended to be created by this Indenture Trustee for the benefit of the holders from time to time of the Securities in the Recovery PropertyRelated Series of Bonds, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenaction, or (B) to the effect that, stating that in the opinion of such counsel, counsel no such action shall be is necessary to preserve, protect maintain and perfect such Liens. Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to perfect or maintain, as applicable, such interest or Liensecurity interest.