Common use of ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES Clause in Contracts

ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES. Section 2.1 Issuance of Certificates; Acquisition of Lessor Notes. (a) Pass Through Trustee, at or promptly following the execution and delivery of this Pass Through Trust Agreement, shall also execute and deliver Participation Agreements, in the form delivered to the Pass Through Trustee on or prior to the date of the execution and delivery hereof. Upon delivery of an authentication order by each of the Facility Lessees and the satisfaction of the closing conditions with respect to the Lessor Notes in Section 4 of the Participation Agreement, the Pass Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Through Trust, Certificates equaling in the aggregate the total principal amount of the Lessor Notes deposited into the Pass Through Trust on the Issuance Date. The Certificates so executed, delivered and authenticated on the Transfer Date shall evidence the entire ownership of the Pass Through Trust. The Pass Through Trust shall issue such Certificates on the Issuance Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the "Consideration") in an amount equal to the aggregate principal amount of such Lessor Notes referred to in the second preceding sentence. The Pass Through Trust shall purchase Lessor Notes on the Transfer Date at an aggregate purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through Trustee shall not execute or deliver Certificates in excess of the aggregate amount specified in this paragraph. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $454,500,000 (b) If, on or prior to the Issuance Date, the Facility Lessees shall deliver to the Pass Through Trustee a Postponement Notice relating to all of the Lessor Notes related to any Facility, the Pass Through Trustee shall postpone the purchase of all of the Lessor Notes related to such Facility and shall deposit into an escrow account (the "Escrow Account") to be maintained as part of the Pass Through Trust an amount equal to the purchase price of such Lessor Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Facility Lessees in Specified Investments (i) maturing no later than the scheduled Transfer Date or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Facility Lessees have given notice to the Pass Through Trustee that the Lessor Notes will not be

ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES. Section 2.1 Issuance of Certificates; Acquisition of Lessor Notes.. ----------------------------------------------------- (a) The Pass Through Trustee, at or promptly following the execution and delivery of this Pass Through Trust Agreement, shall also execute and deliver Participation Agreements, in the form delivered to the Pass Through Trustee on or prior to the date of the execution and delivery hereof. Upon On the Issuance Date, upon delivery of an authentication order by each of the Facility Lessees and the satisfaction of the closing conditions with respect to the Lessor Notes in Section 4 of the Participation AgreementCompany, the Pass Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Through Trust, Initial Certificates equaling in the aggregate the total aggregate principal amount of the Lessor Notes to be deposited into the Pass Through Trust on the Issuance Transfer Date. The Initial Certificates so executed, delivered and authenticated on the Transfer Issuance Date shall evidence the entire ownership of the Pass Through Trust. The Pass Through Trust shall issue such Initial Certificates on the Issuance Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the "Consideration") in an amount equal to the aggregate principal amount of ------------- such Lessor Notes referred to in the second preceding sentence. The Subject to Section 2.1(b) below, the Pass Through Trust shall purchase Lessor Notes on the -------------- Transfer Date in an aggregate principal amount and at an aggregate purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through Trustee shall not execute or -------------------- deliver Initial Certificates in excess of the aggregate amount specified in this paragraph. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $454,500,000454,000,000. (b) If, on or prior to the Issuance Date, the Facility Lessees Company shall deliver to the Pass Through Trustee a Postponement Notice relating to all of the Lessor Notes related to any FacilityNotes, the Pass Through Trustee shall postpone the purchase of all of the Lessor Notes related to such Facility and shall deposit into an escrow account (the "Escrow Account") to be maintained as part -------------- of the Pass Through Trust an amount equal to the purchase price of such the Lessor Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested -------------- by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Facility Lessees Company in Specified Investments (i) maturing no later than the scheduled Transfer Date or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Facility Lessees have Company has given notice to the Pass Through Trustee that the Lessor Notes will not bebe issued, maturing on the next Special Distribution Date but in no event later than June 30, 2001, if such investments are reasonably available for purchase. The Pass Through Trustee shall make a withdrawal from the Escrow Account only as provided in this Pass Through Trust Agreement. Upon request of the Company on the satisfaction or waiver of the closing conditions specified in the Participation Agreements on or prior to the Cut-off Date, the Pass Through Trustee shall purchase the Lessor Notes with the Escrowed Funds PASS THROUGH TRUST AGREEMENT A ------------------------------ withdrawn from the Escrow Account. The purchase price shall equal the principal amount of the Lessor Notes. The Pass Through Trustee shall hold all Specified Investments until the maturity thereof and will not sell or otherwise transfer Specified Investments. If Specified Investments held in the Escrow Account mature prior to the Transfer Date, any proceeds received on the maturity of such Specified Investments shall be reinvested by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Company in Specified Investments maturing as provided in the preceding paragraph. Any earnings on Specified Investments received from time to time by the Pass Through Trustee shall be promptly deposited and held in the Escrow Account by the Pass Through Trustee. The Company shall pay to the Pass Through Trustee for deposit to the Escrow Account an amount equal to any losses on such Specified Investments as incurred. On the initial regular Distribution Date, the Company will pay (in immediately available funds) to the Pass Through Trustee an amount equal to the difference between the amount of earnings received by the Pass Through Trustee on the Specified Investments in the Escrow Account and the amount of interest that would have accrued on the Lessor Notes, if any, purchased after the Issuance Date if the Lessor Notes had been purchased on the Issuance Date to, from the Issuance Date to, but not including, the date of the purchase of the Lessor Notes by the Pass Through Trustee. If the Company notifies the Pass Through Trustee prior to the Cut-off Date that the Lessor Notes will not be issued on or prior to the Cut-off Date for any reason, on the next Special Distribution Date occurring not less than 20 days following the date of such notice, (i) the Company shall pay to the Pass Through Trustee for deposit in the Special Payments Account, in immediately available funds, an amount equal to the difference between the amount of earnings received by the Pass Through Trustee on Specified Investments in the Escrow Account and the amount of interest that would have accrued on the Lessor Notes at a rate equal to the interest rate applicable to the Certificates from the Issuance Date to, but not including, such Special Distribution Date and (ii) the Pass Through Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Lessor Notes designated in such notice and the amount paid by the Company pursuant to the immediately preceding clause (i) to the Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof.

ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES. Section 2.1 2.1. Issuance of Certificates; Acquisition of Lessor Notes. (a) The Pass Through Trustee, at or promptly following the execution and delivery of this Pass Through Trust Agreement, shall also execute and deliver each of the 10 16 Participation Agreements, in the form delivered to the Pass Through Trustee on or prior to the date of the execution and delivery hereof. Upon delivery of an authentication order by each of the Facility Lessees PPL Montana and the satisfaction of the closing conditions with respect to the Lessor Notes in Section 4 of the Participation AgreementAgreements, the Pass Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Through Trust, Certificates equaling in the aggregate the total principal amount of the Lessor Notes deposited into the Pass Through Trust on the Issuance Transfer Date. The Certificates so executed, delivered and authenticated on the Transfer Date shall evidence the entire ownership of the Pass Through Trust. The Pass Through Trust shall issue such Certificates on the Issuance Transfer Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the "Consideration") in an amount equal to the aggregate principal amount of such Lessor Notes referred to in the second preceding sentence. The Pass Through Trust shall purchase Lessor Notes on the Transfer Date at an aggregate purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through Trustee shall not execute or deliver Certificates in excess of the aggregate amount specified in this paragraph. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $454,500,000 (b) If, on or prior to the Issuance Date, the Facility Lessees shall deliver to the Pass Through Trustee a Postponement Notice relating to all of the Lessor Notes related to any Facility, the Pass Through Trustee shall postpone the purchase of all of the Lessor Notes related to such Facility and shall deposit into an escrow account (the "Escrow Account") to be maintained as part of the Pass Through Trust an amount equal to the purchase price of such Lessor Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Facility Lessees in Specified Investments (i) maturing no later than the scheduled Transfer Date or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Facility Lessees have given notice to the Pass Through Trustee that the Lessor Notes will not be.

ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES. Section 2.1 Issuance of Certificates; Acquisition of Lessor Notes. (a) Pass Through Trustee, at or promptly following the execution and delivery of this Pass Through Trust Agreement, shall also execute and deliver Participation Agreements, in the form delivered to the Pass Through Trustee on or prior to the date of the execution and delivery hereof. Upon delivery of an authentication order by each of the Facility Lessees and the satisfaction of the closing conditions with respect to the Lessor Notes in Section 4 of the Participation Agreement, the Pass Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Through Trust, Certificates equaling in the aggregate the total principal amount of the Lessor Notes deposited into the Pass Through Trust on the Issuance Date. The Certificates so executed, delivered and authenticated on the Transfer Date shall evidence the entire ownership of the Pass Through Trust. The Pass Through Trust shall issue such Certificates on the Issuance Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the "Consideration") in an amount equal to the aggregate principal amount of such Lessor Notes referred to in the second preceding sentence. The Pass Through Trust shall purchase Lessor Notes on the Transfer Date at an aggregate purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through Trustee shall not execute or deliver Certificates in excess of the aggregate amount specified in this paragraph. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $454,500,000200,000,000 (b) If, on or prior to the Issuance Date, the Facility Lessees shall deliver to the Pass Through Trustee a Postponement Notice relating to all of the Lessor Notes related to any Facility, the Pass Through Trustee shall postpone the purchase of all of the Lessor Notes related to such Facility and shall deposit into an escrow account (the "Escrow Account") to be maintained as part of the Pass Through Trust an amount equal to the purchase price of such Lessor Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Facility Lessees in Specified Investments (i) maturing no later than the scheduled Transfer Date or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Facility Lessees have given notice to the Pass Through Trustee that the Lessor Notes will not be

ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES. Section 2.1 2.1. Issuance of Certificates; Acquisition of Lessor Notes. (a) The Pass Through Trustee, at or promptly following the execution and delivery of this Pass Through Trust Agreement, shall also execute and deliver the Participation AgreementsAgreement, in the form delivered to the Pass Through Trustee on or prior to the date of the execution and delivery hereof. Upon delivery of an authentication order by each of the Facility Lessees Partnerships and the satisfaction of the closing conditions with respect to the Lessor Notes in Section 4 of the Participation Agreement, the Pass Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Through Trust, Certificates equaling in the aggregate the total principal amount of the Lessor Notes deposited into the Pass Through Trust on the Issuance Transfer Date. The Certificates so executed, delivered and authenticated on the Transfer Date shall evidence the entire ownership of the Pass Through Trust. The Pass Through Trust shall issue such Certificates on the Issuance Transfer Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the "Consideration") in an amount equal to the aggregate principal amount of such Lessor Notes referred to in the second preceding sentence. The Pass Through Trust shall purchase Lessor Notes on the Transfer Date at an aggregate purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through Trustee shall not execute or deliver Certificates in excess of the aggregate amount specified in this paragraph. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $454,500,000 (b) If, on or prior to the Issuance Date, the Facility Lessees shall deliver to the Pass Through Trustee a Postponement Notice relating to all of the Lessor Notes related to any Facility, the Pass Through Trustee shall postpone the purchase of all of the Lessor Notes related to such Facility and shall deposit into an escrow account (the "Escrow Account") to be maintained as part of the Pass Through Trust an amount equal to the purchase price of such Lessor Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Facility Lessees in Specified Investments (i) maturing no later than the scheduled Transfer Date or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Facility Lessees have given notice to the Pass Through Trustee that the Lessor Notes will not be.

ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES. Section 2.1 Issuance of Certificates; Acquisition of Lessor Notes. (a) Pass ISSUANCE OF CERTIFICATES; ACQUISITION OF LESSOR NOTES. The Pass-Through Trustee, at or promptly following the execution and delivery of this Pass Pass-Through Trust Agreement, shall also execute and deliver Participation Agreements, in the form delivered to the Pass Pass-Through Trustee on or prior to the date of the execution and delivery hereof. Upon On the Transfer Date, upon delivery of an authentication order by each of the Facility Lessees Company and the satisfaction of the closing conditions with respect to the any Lessor Notes in Section 4 of to be purchased on the Participation AgreementTransfer Date, the Pass Pass-Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Pass-Through Trust, Initial Certificates equaling in the aggregate the total aggregate principal amount of the Lessor Notes deposited into the Pass Pass-Through Trust on the Issuance Transfer Date. The Initial Certificates so executed, delivered and authenticated on the Transfer Date shall evidence the entire ownership of the Pass Pass-Through Trust. The Pass Pass-Through Trust shall issue such Initial Certificates on the Issuance Transfer Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the "ConsiderationCONSIDERATION") in an amount equal to the aggregate principal amount of such Lessor Notes referred to in the second preceding sentence. The Pass Pass-Through Trust shall purchase Lessor Notes on the Transfer Date at an aggregate purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Pass-Through Trustee shall not execute or deliver Initial Certificates in excess of the aggregate amount specified in this paragraph. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $454,500,000 (b) If, on or prior to the Issuance Date, the Facility Lessees shall deliver to the Pass Through Trustee a Postponement Notice relating to all of the Lessor Notes related to any Facility, the Pass Through Trustee shall postpone the purchase of all of the Lessor Notes related to such Facility and shall deposit into an escrow account (the "Escrow Account") to be maintained as part of the Pass Through Trust an amount equal to the purchase price of such Lessor Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Facility Lessees in Specified Investments (i) maturing no later than the scheduled Transfer Date or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Facility Lessees have given notice to the Pass Through Trustee that the Lessor Notes will not be813,500,000.

ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES. Section 2.1 2.1. Issuance of Certificates; Acquisition of Lessor Notes. (a) The Pass Through Trustee, at or promptly following the execution and delivery of this Pass Through Trust Agreement, also shall also execute and deliver each of the Participation Agreements, in the form delivered to the Pass Through Trustee on or prior to the date of the execution and delivery hereof. Upon delivery of an authentication order by each of the Facility Lessees applicable Company and the satisfaction of the closing conditions with respect to the Lessor Notes in Section 4 of the Participation AgreementAgreements, the Pass Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Through Trust, Certificates equaling in the aggregate the total principal amount of the Lessor Notes deposited into the Pass Through Trust on the Issuance Transfer Date. The Certificates so executed, delivered and authenticated on the Transfer Date shall evidence the entire ownership of the Pass Through Trust. The Pass Through Trust shall issue such Certificates on the Issuance Transfer Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the "Consideration") in an amount equal to the aggregate ------------- principal amount of such Lessor Notes referred to in the second preceding sentence. The Pass Through Trust shall purchase the Lessor Notes on the Transfer Date at an aggregate purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through Trustee shall not execute or deliver Certificates in excess of the aggregate amount specified in this paragraph. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $454,500,000 (b) If, on or prior to the Issuance Date, the Facility Lessees shall deliver to the Pass Through Trustee a Postponement Notice relating to all of the Lessor Notes related to any Facility, the Pass Through Trustee shall postpone the purchase of all of the Lessor Notes related to such Facility and shall deposit into an escrow account (the "Escrow Account") to be maintained as part of the Pass Through Trust an amount equal to the purchase price of such Lessor Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Facility Lessees in Specified Investments (i) maturing no later than the scheduled Transfer Date or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Facility Lessees have given notice to the Pass Through Trustee that the Lessor Notes will not be.

ACQUISITION OF LESSOR NOTES; ORIGINAL ISSUANCE OF CERTIFICATES. Section 2.1 Issuance of Certificates; Acquisition of Lessor Notes. (a) Pass ISSUANCE OF CERTIFICATES; ACQUISITION OF LESSOR NOTES. The Pass-Through Trustee, at or promptly following the execution and delivery of this Pass Pass-Through Trust Agreement, shall also execute and deliver Participation Agreements, in the form delivered to the Pass Pass-Through Trustee on or prior to the date of the execution and delivery hereof. Upon On the Transfer Date, upon delivery of an authentication order by each of the Facility Lessees Company and the satisfaction of the closing conditions with respect to the any Lessor Notes in Section 4 of to be purchased on the Participation AgreementTransfer Date, the Pass Pass-Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Pass-Through Trust, Initial Certificates equaling in the aggregate the total aggregate principal amount of the Lessor Notes deposited into the Pass Pass-Through Trust on the Issuance Transfer Date. The Initial Certificates so executed, delivered and authenticated on the Transfer Date shall evidence the entire ownership of the Pass Pass-Through Trust. The Pass Pass-Through Trust shall issue such Initial Certificates on the Issuance Transfer Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the "ConsiderationCONSIDERATION") in an amount equal to the aggregate principal amount of such Lessor Notes referred to in the second preceding sentence. The Pass Pass-Through Trust shall purchase Lessor Notes on the Transfer Date at an aggregate purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5 hereof, the Pass Pass-Through Trustee shall not execute or deliver Initial Certificates in excess of the aggregate amount specified in this paragraph. The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $454,500,000 (b) If, on or prior to the Issuance Date, the Facility Lessees shall deliver to the Pass Through Trustee a Postponement Notice relating to all of the Lessor Notes related to any Facility, the Pass Through Trustee shall postpone the purchase of all of the Lessor Notes related to such Facility and shall deposit into an escrow account (the "Escrow Account") to be maintained as part of the Pass Through Trust an amount equal to the purchase price of such Lessor Notes (the "Escrowed Funds"). The Escrowed Funds so deposited shall be invested by the Pass Through Trustee at the written direction and risk of, and for the benefit of, the Facility Lessees in Specified Investments (i) maturing no later than the scheduled Transfer Date or (ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if the Facility Lessees have given notice to the Pass Through Trustee that the Lessor Notes will not be333,500,000.