of remedies, to (A) applicable bankruptcy, fraudulent conveyance, fraudulent transfer, reorganization, insolvency, moratorium, equitable subordination or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which the mortgaged property is held or operated, (C) as to its enforceability in respect of the Company’s interest in nuclear energy facilities, the provisions of the Atomic Energy Act of 1954 and regulations thereunder, and (D) such other liens, prior rights and encumbrances none of which, with immaterial exceptions, affects from a legal standpoint the security for the Securities, the ability of the Trustees to foreclose on the property subject to the liens created by the Indenture or the Company’s right to use such properties in its business); the Securities have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be legal, valid and binding obligations of the Company entitled to the benefits provided by the Indenture, subject to the exceptions set forth above in clauses (A) through (D) of this Section 1(k).
(l)No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained (i) under the Act and (ii) from the California Public Utilities Commission, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, the Preliminary Prospectus Supplement and the Final Prospectus Supplement.
(m)All such filings, recordings, indexings and postings to geographical indexes have been made in (x) county real estate records or offices of county recorders and (y) Federal and State offices, bureaus and agencies as are necessary under applicable law to perfect, preserve and protect the lien created by the Indenture or ensure that such filings, recordations, postings and indexings are fully effective to give constructive notice, constructive knowledge or implied notice, as applicable, of such lien and the property subject thereto to all purchasers, mortgagees and encumbrancers of such property (other than after-acquired property) who become such subsequent to the date of such recording, filing, posting or indexing.
(n)The Indenture will constitute a legally valid first lien or charge, to the extent that it purports to be such, on substantially all of the property now owned by the Company to the extent and subject to the exceptions, defects, qualifications and other matters set forth or referred to in the Registration Statement, the Preliminary Prospectus Supplement and the Final Prospectus Supplement or in Section 1(k) of this Agreement, and to such other matters that do not materially affect the security for the Securities.
(o)Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to (i) the articles of incorporation, by-laws or other organizational documents of the Company, (ii) the terms of any indenture (other than, solely with respect to the imposition of liens, charges and