Common use of Protection of Title Clause in Contracts

Protection of Title. The Seller shall execute and file the filings required by law to fully preserve, maintain, protect and perfect and continue the perfection of the interests of the Issuer in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Property, including all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order by the Seller to the Issuer and the pledge of the Securitized Utility Tariff Property to the Indenture Trustee. The Seller will institute any action or proceeding necessary to compel performance by the MoPSC, the State of Missouri or any of their respective agents of any of their obligations or duties under the Securitization Law, the Financing Order or the Issuance Advice Letter. The Seller also agrees to take those legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that may be reasonably necessary (i) to protect the Issuer and Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, the Financing Order, the Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will be payable by the Seller.

Protection of Title. The Seller shall execute and file the filings required by law to fully preserve, maintain, protect and perfect and continue the perfection of the interests of the Issuer in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Property, including all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order by the Seller to the Issuer and the pledge of the Securitized Utility Tariff Property to the Indenture Trustee. The Seller will institute any action or proceeding necessary to compel performance by the MoPSC, the State of Missouri or any of their respective agents of any of their obligations or duties under the Securitization Law, the Financing Order or the Issuance Advice Letter. The Seller also agrees to take those legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that may be reasonably necessary (i) to protect the Issuer and Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, the Financing Order, the Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will be payable by the Seller.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the filings Wisconsin Department of Financial Institutions pursuant to the Statute, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect and continue the perfection ownership interest of the interests Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Environmental Control Property, including including, without limitation, all filings required under the Securitization Law Statute and the applicable UCC relating to the transfer of the ownership of the rights and interests related to interest in the Securitized Utility Tariff Bonds under the Financing Order Environmental Control Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer’s interest in the Environmental Control Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the MoPSCPSCW, the State of Missouri Wisconsin or any of their respective agents of any of their obligations or duties under the Securitization Law, Statute or the Financing Order or and the Issuance Advice Letter. The Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that case as may be reasonably necessary (ia) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of III or any such actions or proceedings will be paid by the Seller covenant set forth in Article IV and (iib) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, Statute or the Financing Order, the Issuance Advice Letter or the rights of Holders of the Environmental Trust Bonds by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings undertaken by the Seller will be payable reimbursed by the Issuer as an Operating Expense in accordance with the priorities set forth in Section 8.02(e) of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) of the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Protection of Title. The Seller shall execute and file such filings, including filings with the filings Michigan Department of State pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect and continue the perfection ownership interest of the interests Issuer, and the back-up precautionary security interest of the Issuer pursuant to Section 2.01, and the first priority security interest of the Indenture Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Securitization Property, including all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interests related to interest in the Securitized Utility Tariff Bonds under the Financing Order Securitization Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer’s interest in the Securitization Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the MoPSCCommission, the State of Missouri Michigan or any of their respective agents of any of their obligations or duties under the Securitization Law, Law or the Financing Order or Order, and the Issuance Advice Letter. The Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that case as may be reasonably necessary (ia) to seek to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties whichthat, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of III or any such actions or proceedings will be paid by the Seller covenant set forth in Article IV and (iib) to seek to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, Law or the Financing Order, the Issuance Advice Letter Order or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which that would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will be payable by the Seller.

Protection of Title. The Seller shall execute and file the filings such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests of the Issuer and the Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Securitization Property, including all filings required under the Securitization Law Act and the UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order by the Seller to the Issuer and the pledge of the Securitized Utility Tariff Securitization Property by the Issuer to the Indenture Trustee. The Seller will shall deliver (or cause to be delivered) to the Issuer and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the MoPSC, Indiana Commission or the State of Missouri or any of their respective agents Indiana of any of their obligations or duties under the Securitization LawAct, the Financing Order or the Issuance Advice LetterLetter relating to the transfer of the rights and interests under the Financing Order by the Seller to the Issuer and shall notify the Trustee of the institution of any such action. The Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that case as may be reasonably necessary necessary: (ia) to protect the Issuer and Secured Parties the Securitization Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by ; or (b) so long as the Seller and (ii) is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawAct, the Financing Order, the Issuance Advice Letter or the rights of Holders Securitization Bondholders by legislative enactment (including any action of the Indiana Commission of a legislative character) or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesSecuritization Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.08 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.08, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including filings with the filings NHPUC pursuant to the Financing Act and UCC filings, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests ownership or security interest of the Issuer and the Indenture Trustee in the Securitized Utility Tariff RRB Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff PropertyBack-Up Security Interest, including all filings required under the Securitization Law Financing Act and the applicable UCC relating to the transfer of the ownership of or security interest in the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order RRB Property by the Seller to the Issuer and the pledge granting of a security interest in the Securitized Utility Tariff RRB Property by the Issuer to the Indenture TrusteeTrustee and the Back-Up Security Interest and the continued perfection of such ownership or security interest. The Seller will shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the MoPSC, NHPUC or the State of Missouri or any of their respective agents New Hampshire of any of their obligations or duties under the Securitization Law, the Financing Order Act or the Issuance Advice Letter. The Finance Order, and the Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary (i) to protect the Issuer Issuer, the Holders, the Indenture Trustee and Secured Parties any of their respective affiliates, officials, officers, directors, employees, consultants, counsel and agents from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions III or proceedings will be paid by the Seller and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawFinancing Act, the Financing Finance Order, any Advice Letter, the Issuance Advice Letter 2015 Settlement Agreement (to the extent it adversely affects the rights of the Holders or the validity or value of the RRB Property) or the rights of the Holders by executive action, legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties or which would otherwise cause an impairment Holders. If the Servicer performs its obligations under Section 5.02(d) of the rights Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Issuer or Seller’s obligations pursuant to clause (ii) of the Secured Partiesimmediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings will shall be payable by from RRB Charge Collections as an Operating Expense in accordance with the priorities set forth in Section 8.02(e) of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) of the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Protection of Title. The Seller shall execute and file the filings such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to fully preserve, maintain, and protect and perfect and continue the perfection of the interests of the Issuer and the Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Transferred Securitization Property, including all filings required under the Securitization Law Michigan UCC and the Delaware UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order Transferred Securitization Property by the Seller to the Issuer and the pledge of the Securitized Utility Tariff Transferred Securitization Property by the Issuer to the Indenture Trustee. The Seller will institute shall deliver (or cause to be delivered) to the Issuer and the Trustee file-stamped copies of, or filing receipts for, any action or proceeding necessary to compel performance by the MoPSCdocument filed as provided above, the State of Missouri or any of their respective agents of any of their obligations or duties under the Securitization Law, the Financing Order or the Issuance Advice Letteras soon as available following such filing. The Seller also agrees to shall take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary necessary: (ia) to protect the Issuer and Secured Parties the Securitization Bondholders from claims, state State actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller and Section 3.08; or (iib) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawCustomer Choice Act, the Financing Order, the Issuance Advice Letter Order or the rights of Holders Securitization Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesSecuritization Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the SellerIssuer to the Seller from Securitization Charge Collections as an Operating Expense. The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Issuer pursuant to this Section, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file the filings such filings, and cause to be executed and filed such filings, in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests of the Issuer in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on Trustee in the Securitized Utility Tariff System Restoration Property, including all filings required under the Securitization Law Public Utility Regulatory Act and the UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order by the Seller to the Issuer and the pledge of the Securitized Utility Tariff System Restoration Property by the Issuer to the Indenture Trustee. The Seller will shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the MoPSC, Texas Commission or the State of Missouri or any of their respective agents Texas of any of their obligations or duties under the Securitization LawPublic Utility Regulatory Act, the Financing Order or the Issuance Advice Letter. The Letter relating to the transfer of the rights and interests under the Financing Order by the Seller also to the Issuer, and the Seller agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that case as may be reasonably necessary necessary: (ia) to protect the Issuer and Secured Parties the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by ; or (b) so long as the Seller and (ii) is also the Servicer, to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Lawsecuritization provisions of the Public Utility Regulatory Act, the System Restoration Amendments, the Financing Order, the Issuance Advice Letter or the rights of Holders Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesBondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense (as such terms are defined in the Indenture) in accordance with the terms of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the filings Secretary of State of the State of Arkansas pursuant to the Securitization Act, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect and continue the perfection of the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Storm Recovery Property, including including, without limitation, all filings required under the Securitization Law Act and the UCC relating to the transfer of the ownership of the rights and interests related to interest in the Securitized Utility Tariff Bonds under the Financing Order Storm Recovery Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer’s interest in such Storm Recovery Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the MoPSCAPSC, the State of Missouri Arkansas or any of their respective agents agents, of any of their obligations or duties under the Securitization Law, Act or the Financing Order or Order, and the Issuance Advice Letter. The Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary (i) to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of III or any such actions or proceedings will be paid by the Seller covenant set forth in Article IV and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawAct, the Financing Order, the Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will described in clause (ii) above shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood and agreed that the Seller may be required to temporarily advance its own funds to satisfy its obligations hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Issuer pursuant to this Section 4.07, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file the filings such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to fully preserve, maintain, protect and perfect and continue the perfection of the interests of the Issuer and the Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Transferred Bondable Transition Property, including all filings required under the Securitization Law New Jersey UCC and the Delaware UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order Transferred Bondable Transition Property by the Seller to the Issuer and the pledge of the Securitized Utility Tariff Transferred Bondable Transition Property by the Issuer to the Indenture Trustee. The Seller will shall deliver (or cause to be delivered) to the Issuer and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel the performance by the MoPSC, BPU or the State of Missouri or any of their respective agents New Jersey of any of their obligations or duties under the Securitization Law, Competition Act or the Financing Order or Order, and the Issuance Advice Letter. The Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that case as may be reasonably necessary necessary: (ia) to protect the Issuer and Secured Parties the Trustee for the benefit of the Transition Bondholders from claims, state State actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs III of this Sale Agreement or of any such actions or proceedings will be paid by the Seller and covenant set forth in this Article IV; or (iib) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawCompetition Act, the Financing Order, any Advice Letter, the Issuance Advice Letter Restructuring Order (to the extent it affects the rights of Transition Bondholders or the validity or value of the Bondable Transition Property), the Bondable Transition Property or the rights of Holders the Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesTransition Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense. The Seller’s obligations pursuant to this Section 4.09 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute and file any of financing statements, continuation statements or other instruments required by the Issuer pursuant to this Section 4.09, it being understood that the Issuer shall have no obligation to execute any such instruments. It is also understood that, subject to the provisions of this Section 4.09, the Seller is not under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations hereunder, and that in the Seller’s opinion may involve the Seller in any expense or liability.

Protection of Title. The Seller shall execute and file the filings such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to fully preserve, maintain, and protect and perfect and continue the perfection of the interests of the Issuer and the Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Series A Storm-Recovery Property, including all filings (if any) required under the Securitization Law Statute and the UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order Series A Storm-Recovery Property by the Seller to the Issuer and the pledge of the Securitized Utility Tariff Series A Storm-Recovery Property by the Issuer to the Indenture Trustee. The Seller will shall deliver (or cause to be delivered) to the Issuer and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel the performance by the MoPSC, Commission or the State of Missouri or any of their respective agents Florida of any of their material obligations or duties under the Securitization Law, Statute and the Financing Order or Order, and the Issuance Advice Letter. The Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary necessary: (ia) to attempt to protect the Issuer and Secured Parties the Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller and Three; or (iib) to attempt to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, Statute or the Financing Order, the Issuance Advice Letter or the rights of Holders Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesBondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense. The Seller's obligations pursuant to this Section 4.08 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood and agreed that the Seller may be required to temporarily advance its own funds to satisfy its obligations hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Issuer pursuant to this Section 4.08, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Maryland State Department of Assessments and Taxation pursuant to the Rate Stabilization Law and filings required under the UCC, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect and continue the perfection of the interests ownership interest of the Issuer in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on Trustee in the Securitized Utility Tariff Transferred Rate Stabilization Property, including including, without limitation, all filings required under the Securitization Rate Stabilization Law and the UCC relating to the transfer of the ownership of the rights and interests related to interest in the Securitized Utility Tariff Bonds under the Financing Order Transferred Rate Stabilization Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer’s interest in such Transferred Rate Stabilization Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the MoPSCPSC, the State of Missouri Maryland or any of their respective agents agents, of any of their obligations or duties under the Securitization Rate Stabilization Law, the Financing any Qualified Rate Order or the any Issuance Advice Letter. The , and the Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary (i) to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of III or any such actions or proceedings will be paid by the Seller covenant set forth in Article IV and (ii) to block or overturn any attempts to cause a repeal ofrepeal, modification or amendment of or supplement to the Securitization Rate Stabilization Law, the Financing Qualified Rate Order, the any Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will action described in this Section 4.07 shall be payable by from the Collection Account as an Operating Expense in accordance with Section 8.02(e) of the Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Seller may be required initially to advance its own funds to satisfy its obligations hereunder).

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the filings Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect and continue the perfection of the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Transferred Transition Property, including including, without limitation, all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interests related to interest in the Securitized Utility Tariff Bonds under the Financing Order Transferred Transition Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer's interest in such Transferred Transition Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the MoPSCPUCT, the State of Missouri Texas or any of their respective agents agents, of any of their obligations or duties under the Securitization Law, the any Financing Order or the any Issuance Advice Letter. The , and the Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary (i) to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of III or any such actions or proceedings will be paid by the Seller covenant set forth in Article IV and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, the Financing Order, the any Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will be payable by the Seller.

Protection of Title. The Seller shall execute and file such filings, including filings with the filings Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests ownership interest of the Issuer in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Series 2003-1 Transition Property, including all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of interest in the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order Series 2003-1 Transition Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer's interest in such Series 2003-1 Transition Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the MoPSCPUCT, the State of Missouri Texas or any of their respective agents agents, of any of their obligations or duties under the Securitization LawLaw as it pertains to the Series 2003-1 Bonds, the Financing Order or the Series 2003-1 Issuance Advice Letter. The , and the Seller also agrees to take those legal or administrative such lxxxx xx xxxxxxxtrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary (i) to protect the Issuer and Secured Parties the Series 2003-1 Holders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller III and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawLaw as it pertains to the Series 2003-1 Bonds, the Financing Order, the Series 2003-1 Issuance Advice Letter or the rights of Holders by legislative Series 2003-1 Bondhoxxxxx xx xxxxxxative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties Series 2003-1 Bondholders or which would otherwise cause an a material impairment of the rights of the Issuer or the Secured PartiesSeries 2003-1 Holders. The costs of any such actions or proceedings will be payable by the Seller.

Protection of Title. The Seller shall execute and file the filings such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests of the Issuer and the Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Transferred Bondable Transition Property, including all filings required under the Securitization Law New Jersey UCC and the Delaware UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order Transferred Bondable Transition Property by the Seller to the Issuer and the pledge of the Securitized Utility Tariff Transferred Bondable Transition Property by the Issuer to the Indenture Trustee. The Seller will shall deliver (or cause to be delivered) to the Issuer and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel the performance by the MoPSC, BPU or the State of Missouri or any of their respective agents New Jersey of any of their obligations or duties under the Securitization Law, Competition Act or the Financing Order or Order, and the Issuance Advice Letter. The Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that case as may be reasonably necessary necessary: (ia) to protect the Issuer and Secured Parties the Trustee for the benefit of the Transition Bondholders from claims, state State actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller and ; or (iib) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawCompetition Act, the Financing Order, any Advice Letter, the Issuance Advice Letter Restructuring Order (to the extent it affects the rights of Transition Bondholders or the validity or value of the Bondable Transition Property), the Bondable Transition Property or the rights of Holders the Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesTransition Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense. The Seller's obligations pursuant to this Section 4.09 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Issuer pursuant to this Section 4.09, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file the filings such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests of the Issuer and the Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Transferred Bondable Transition Property, including all filings required under the Securitization Law New Jersey UCC and the Delaware UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order Transferred Bondable Transition Property by the Seller to the Issuer and the pledge of the Securitized Utility Tariff Transferred Bondable Transition Property by the Issuer to the Indenture Trustee. The Seller will shall deliver (or cause to be delivered) to the Issuer and the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel the performance by the MoPSC, BPU or the State of Missouri or any of their respective agents New Jersey of any of their obligations or duties under the Securitization Law, Competition Act or the Financing Order or Order, and the Issuance Advice Letter. The Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that case as may be reasonably necessary necessary: (ia) to protect the Issuer and Secured Parties the Trustee for the benefit of the Transition Bondholders from claims, state State actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs III or of any such actions or proceedings will be paid by the Seller and covenant set forth in this Article IV; or (iib) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawCompetition Act, the Financing Order, any Advice Letter, the Issuance Advice Letter Restructuring Order (to the extent it affects the rights of Transition Bondholders or the validity or value of the Bondable Transition Property), the Bondable Transition Property or the rights of Holders the Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesTransition Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the Collection Account as an Operating Expense. The Seller's obligations pursuant to this Section 4.09 shall survive and continue notwithstanding that the payment of Operating Expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Issuer pursuant to this Section 4.09, it being understood that the Issuer shall have no obligation to execute any such instruments. It is also understood that, subject to the provision of this Section 4.09, the Seller is not under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations hereunder, and that in the Seller's opinion may involve the Seller in any expense or liability.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the filings Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect and continue the perfection of the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Transferred Transition Property, including including, without limitation, all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interests related to interest in the Securitized Utility Tariff Bonds under the Financing Order Transferred Transition Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer-s interest in such Transferred Transition Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the MoPSCPUCT, the State of Missouri Texas or any of their respective agents agents, of any of their obligations or duties under the Securitization Law, the any Financing Order or the any Issuance Advice Letter. The , and the Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary (i) to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of III or any such actions or proceedings will be paid by the Seller covenant set forth in Article IV and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, the Financing Order, the any Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will be payable by the Seller.

Protection of Title. The Seller shall execute and file such filings, including filings with the filings Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests ownership interest of the Issuer in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Series 2003-1 Transition Property, including all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of interest in the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order Series 2003-1 Transition Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer's interest in such Series 2003-1 Transition Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the MoPSCPUCT, the State of Missouri Texas or any of their respective agents agents, of any of their obligations or duties under the Securitization LawLaw as it pertains to the Series 2003-1 Bonds, the Financing Order or the Issuance Series 0000-0 Xxxxxxxx Advice Letter. The , and the Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary (i) to protect the Issuer and Secured Parties the Series 2003-1 Holders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller III and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawLaw as it pertains to the Series 2003-1 Bonds, the Financing Order, the Issuance Series 0000-0 Xxxxxxxx Advice Letter or the rights of Holders Series 2003-1 Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties Series 2003-1 Bondholders or which would otherwise cause an a material impairment of the rights of the Issuer or the Secured PartiesSeries 2003-1 Holders. The costs of any such actions or proceedings will be payable by the Seller.. 13 <PAGE> SECTION 4.08

Protection of Title. The Seller shall execute and file the filings such filings, and cause to be executed and filed such filings, and take all such actions, all in such manner and in such places as may be required by law fully to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests of the Issuer in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on Trustee in the Securitized Utility Tariff Transferred Transition Property, including all filings required under the Securitization Law Texas Electric Choice Plan and the UCC relating to the transfer of the ownership of the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order by the Seller to the Issuer and the Issuer's ownership of the Transferred Transition Property and the pledge of the Securitized Utility Tariff Transferred Transition Property by the Issuer to the Indenture Trustee. The Seller will shall deliver (or cause to be delivered) to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the MoPSC, Texas Commission or the State of Missouri or any of their respective agents Texas of any of their obligations or duties under the Securitization LawTexas Electric Choice Plan, the any Financing Order or the any Issuance Advice Letter. The Letter with respect to the Transferred Transition Property, and the Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that case as may be reasonably necessary necessary: (ia) to protect the Issuer and Secured Parties the Transition Bondholders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller and ; or (iib) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawTexas Electric Choice Plan, the Financing Order, the any Issuance Advice Letter or the rights of Holders Transition Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured PartiesTransition Bondholders. The costs of any such actions or proceedings will shall be payable reimbursed by the Issuer to the Seller from amounts on deposit in the collection account as an operating expense in accordance with the terms of the Indenture. The Seller's obligations pursuant to this Section 4.07 shall survive and continue notwithstanding that the payment of operating expenses pursuant to the Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligation hereunder). The Seller designates the Issuer as its agent and attorney-in-fact to execute any filings of financing statements, continuation statements or other instruments required of the Seller pursuant to this Section, it being understood that the Issuer shall have no obligation to execute any such instruments.

Protection of Title. The Seller shall execute and file such filings, including filings with the filings Secretary of State of the State of Texas pursuant to the Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, maintain and protect and perfect and continue the perfection of the interests ownership interest of the Issuer in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Series 2003-1 Transition Property, including all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of interest in the rights and interests related to the Securitized Utility Tariff Bonds under the Financing Order Series 2003-1 Transition Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer's interest in such Series 2003-1 Transition Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding reasonably necessary to compel performance by the MoPSCPUCT, the State of Missouri Texas or any of their respective agents agents, of any of their obligations or duties under the Securitization LawLaw as it pertains to the Series 2003-1 Bonds, the Financing Order or the Series 2003-1 Issuance Advice Letter. The Seller also agrees , and xxx Xxxxxx xxxees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, that as may be reasonably necessary (i) to protect the Issuer and Secured Parties the Series 2003-1 Holders from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of any such actions or proceedings will be paid by the Seller III and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization LawLaw as it pertains to the Series 2003-1 Bonds, the Financing Order, the Series 2003-1 Issuance Advice Letter or the rights of Holders txx xxxxxx xx Xxries 2003-1 Bondholders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer Issuer, the Indenture Trustee or the Secured Parties Series 2003-1 Bondholders or which would otherwise cause an a material impairment of the rights of the Issuer or the Secured PartiesSeries 2003-1 Holders. The costs of any such actions or proceedings will be payable by the Seller.

Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the filings Secretary of State of the State of Delaware, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect and continue the perfection of the interests ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the Securitized Utility Tariff Property and the Indenture Trustee’s Lien on the Securitized Utility Tariff Uplift Property, including including, without limitation, all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interests related to interest in the Securitized Utility Tariff Bonds under the Financing Order Uplift Property by the Seller to the Issuer and or the pledge of the Securitized Utility Tariff Issuer's interest in the Uplift Property to the Indenture Trustee. The Seller will shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding Proceeding necessary to compel performance by the MoPSCCommission, the State of Missouri Texas or any of their respective agents agents, of any of their obligations or duties under the Securitization Law, the Financing Debt Obligation Order or the Issuance Advice Letter. The , and the Seller also agrees to take those such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedingsProceedings, in each case, that case as may be reasonably necessary (i) to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings Proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the Seller set forth in Article III, and the costs of III or any such actions or proceedings will be paid by the Seller covenant set forth in Article IV and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Securitization Law, the Financing Debt Obligation Order, the Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings Proceedings will be payable by the Seller.Seller.‌