TIMES AND HAS THE
REQUISITE POWER, AUTHORITY AND LEGAL RIGHT TO SERVICE THE STORM RECOVERY
PROPERTY AND TO HOLD THE STORM RECOVERY PROPERTY DOCUMENTATION AS CUSTODIAN.
(B)
DUE QUALIFICATION. THE SERVICER IS DULY
QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING, AND HAS OBTAINED ALL NECESSARY
LICENSES AND APPROVALS, IN ALL JURISDICTIONS IN WHICH IT IS REQUIRED TO DO SO
(EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD NOT BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT ON THE SERVICER'S BUSINESS, OPERATIONS, ASSETS, REVENUES
OR PROPERTIES OR ADVERSELY AFFECT THE SERVICING OF THE STORM RECOVERY PROPERTY).
(C)
POWER AND AUTHORITY. THE SERVICER HAS THE
LIMITED LIABILITY COMPANY POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT AND TO CARRY OUT THE TERMS THEREOF; AND THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY THE SERVICER BY ALL
NECESSARY LIMITED LIABILITY COMPANY ACTION.
(D)
BINDING OBLIGATION. THIS AGREEMENT
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE SERVICER ENFORCEABLE
AGAINST THE SERVICER IN ACCORDANCE WITH ITS TERMS SUBJECT TO APPLICABLE
BANKRUPTCY, RECEIVERSHIP, INSOLVENCY, REORGANIZATION, MORATORIUM AND EQUITABLE
PRINCIPLES, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT
LAW.
(E)
NO VIOLATION. THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (TO THE EXTENT APPLICABLE TO THE
SERVICER'S RESPONSIBILITIES THEREUNDER) AND THE FULFILLMENT OF THE TERMS WILL
NOT CONFLICT WITH, RESULT IN ANY BREACH OF ANY OF THE TERMS AND PROVISIONS OF,
OR CONSTITUTE (WITH OR WITHOUT NOTICE OR LAPSE OF TIME) A DEFAULT UNDER, THE
ARTICLES OF ORGANIZATION, BY-LAWS OR ANY MATERIAL INDENTURE OR ANY MATERIAL
AGREEMENT TO WHICH THE SERVICER IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY
IS BOUND OR RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF ITS
PROPERTIES PURSUANT TO THE TERMS OF ANY SUCH AGREEMENT (OTHER THAN ANY LIEN THAT
MAY BE GRANTED UNDER THE BASIC DOCUMENTS PURSUANT TO SECTION 1231 OF THE
SECURITIZATION ACT); OR VIOLATE ANY EXISTING LAW OR ANY EXISTING ORDER, RULE OR
REGULATION APPLICABLE TO THE SERVICER.
(F)
APPROVALS. NO APPROVAL, AUTHORIZATION,
CONSENT, ORDER OR OTHER ACTION OF, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY IS
REQUIRED UNDER AN APPLICABLE LAW, RULE OR REGULATION IN CONNECTION WITH THE
EXECUTION AND DELIVERY BY THE SERVICER OF THIS AGREEMENT, THE PERFORMANCE BY THE
SERVICER OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE FULFILLMENT BY THE
SERVICER OF THE TERMS OF THE AGREEMENT, EXCEPT THOSE THAT HAVE BEEN OBTAINED OR
MADE OR THAT ARE REQUIRED BY THIS AGREEMENT TO BE MADE IN THE FUTURE BY THE
SERVICER, INCLUDING THE ISSUANCE ADVICE LETTER, FILINGS WITH THE LPSC FOR
ADJUSTING STORM RECOVERY CHARGES AND ALLOCATION OF STORM RECOVERY CHARGE
ADJUSTMENTS PURSUANT TO SECTION 4.01 AND FILINGS WITH THE LOUISIANA UCC FILING
OFFICER UNDER THE SECURITIZATION ACT AND THE UCC.
17
(G)
NO PROCEEDINGS. EXCEPT AS DISCLOSED BY THE
SERVICER ON SCHEDULE A HERETO, THERE ARE NO PROCEEDINGS PENDING OR, TO THE
SERVICER'S KNOWLEDGE, THREATENED BEFORE ANY GOVERNMENTAL AUTHORITY HAVING
JURISDICTION OVER THE