Common use of Additional Issuance Clause in Contracts

Additional Issuance. If the Company receives a financing order or other authorization or approval from the PSCWV, the Company may, in its sole discretion, acquire additional and separate property (including property other than Environmental Control Property) and issue one or more Additional Issuances that are backed by such separate additional property. Any new Additional Issuance may include terms and provisions unique to that Additional Issuance. (a) The Company shall not issue additional Environmental Control Bonds or other Additional Securities if the Additional Issuance would result in the then-current ratings on any Outstanding Series of Environmental Control Bonds or other Outstanding Additional Securities being reduced or withdrawn. (b) The following conditions must be satisfied in connection with any Additional Issuance: (i) if the Additional Issuance is a new series of Environmental Control Bonds, such Bonds shall be rated “Aaa” by Mxxxx’x and “AAA” by S&P and Fitch; (ii) each Additional Issuance shall have recourse only to the assets pledged in connection with such Additional Issuance, shall be nonrecourse to any of the Company’s other assets and shall not constitute a claim against the Company if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full; (iii) the Company has delivered to the Trustee an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of Potomac Edison or the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Company with those of the bankruptcy estate of Potomac Edison or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Company has delivered to the Trustee a certificate meeting the criteria of Section 3.19(c)(iv) of the Indenture stating that the securities issued pursuant to such Additional Issuance shall have the benefit of a true-up mechanism; (v) the transaction documentation for such Additional Issuance provides that holders of the securities of such Additional Issuance will not file or join in the filing of any bankruptcy petition against the Company; (vi) if the holders of the securities of any Additional Issuance are deemed to have any interest in any of the Collateral pledged under the Indenture (other than collateral pledged with respect to such Additional Issuance), the holders of such securities must agree that any such interest is subordinate to the claims and rights of the Holders of such other related series of Environmental Control Bonds; (vii) the Additional Issuance shall have its own bank accounts or trust accounts; and (viii) the Additional Issuance shall bear its own trustees fees and servicer fees, except that the allocation of such fees with respect to any Additional Issuance of Environmental Control Bonds shall be governed by the terms of the Indenture and the Servicing Agreement.

Additional Issuance. If the Company receives a financing order or other authorization or approval from the PSCWV, the Company may, in its sole discretion, acquire additional and separate property (including property other than Environmental Control Property) and issue one or more Additional Issuances that are backed by such separate additional property. Any new Additional Issuance may include terms and provisions unique to that Additional Issuance. (a) The Company shall not issue additional Environmental Control Bonds or other Additional Securities if the Additional Issuance would result in the then-current ratings on any Outstanding Series of Environmental Control Bonds or other Outstanding Additional Securities being reduced or withdrawn. (b) The following conditions must be satisfied in connection with any Additional Issuance: (i) if the Additional Issuance is a new series of Environmental Control Bonds, such Bonds shall be rated “Aaa” by Mxxxx’x Xxxxx’x and “AAA” by S&P and Fitch; (ii) each Additional Issuance shall have recourse only to the assets pledged in connection with such Additional Issuance, shall be nonrecourse to any of the Company’s other assets and shall not constitute a claim against the Company if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full; (iii) the Company has delivered to the Trustee an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of Potomac Edison Mon Power or the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Company with those of the bankruptcy estate of Potomac Edison Mon Power or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Company has delivered to the Trustee a certificate meeting the criteria of Section 3.19(c)(iv) of the Indenture stating that the securities issued pursuant to such Additional Issuance shall have the benefit of a true-up mechanism; (v) the transaction documentation for such Additional Issuance provides that holders of the securities of such Additional Issuance will not file or join in the filing of any bankruptcy petition against the Company; (vi) if the holders of the securities of any Additional Issuance are deemed to have any interest in any of the Collateral pledged under the Indenture (other than collateral Collateral pledged with respect to such Additional Issuance), the holders of such securities must agree that any such interest is subordinate to the claims and rights of the Holders of such other related series sereies of Environmental Control Bonds; (vii) the Additional Issuance shall have its own bank accounts or trust accounts; and (viii) the Additional Issuance shall bear its own trustees fees and servicer fees, except that the allocation of such fees with respect to any Additional Issuance of Environmental Control Bonds shall be governed by the terms of the Indenture and the Servicing Agreement.

Additional Issuance. (a) If the Company Issuer receives a financing an order or other authorization or approval from the PSCWV, the Company Issuer may, in its sole discretion, acquire additional and separate property (including property other than Environmental Control Property) and issue one or more Additional Issuances that are backed by such separate additional property. Any new Additional Issuance may include terms and provisions unique to that Additional Issuance. (ab) The Company Issuer shall not issue additional Environmental Control Bonds or other Additional Securities securities if the Additional Issuance would result in the then-current ratings on any Outstanding Series of Environmental Control Bonds or other Outstanding Additional Securities being reduced or withdrawn. (bc) The following conditions must be satisfied in connection with any Additional Issuance: (i) if the Additional Issuance is a new series of Environmental Control Bonds, such Bonds shall be rated “Aaa” by Mxxxx’x and “AAA” by S&P and Fitch; (ii) each Additional Issuance shall have recourse only to the assets pledged in connection with such Additional Issuance, shall be nonrecourse to any of the CompanyIssuer’s other assets and shall not constitute a claim against the Company Issuer if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full; (iii) the Company Issuer has delivered to the Indenture Trustee and each Rating Agency then rating any series of Outstanding Environmental Control Bonds an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of Potomac Edison the Utility or the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Company Issuer with those of the bankruptcy estate of Potomac Edison the Utility or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Company Issuer has delivered to the Indenture Trustee a certificate meeting an Officer’s Certificate from the criteria of Section 3.19(c)(iv) of the Indenture stating Issuer certifying that the securities issued pursuant to such Additional Issuance Securities shall have the benefit of a true-up mechanism; (v) the transaction documentation for such Additional Issuance provides that holders of the securities of such Additional Issuance will not file or join in the filing of any bankruptcy petition against the CompanyIssuer; (vi) if the holders of the securities of any Additional Issuance are deemed to have any interest in any of the Series Collateral pledged under the Indenture a Series Supplement (other than collateral pledged with respect the Series Supplement related to such Additional Issuance, if any), the holders of such securities must agree that any such interest is subordinate to the claims and rights of the Holders of such other related series Series of Environmental Control Bonds; (vii) the Additional Issuance shall have its own bank accounts or trust accounts; and (viii) the Additional Issuance shall bear its own trustees fees and servicer fees, except that fees and a pro rata portion of fees due under the allocation of such fees with respect to any Additional Issuance of Environmental Control Bonds shall be governed by the terms of the Indenture and the Servicing Issuer Administration Agreement.

Additional Issuance. (a) If the Company Issuer receives a financing an order or other authorization or approval from the PSCWV, the Company Issuer may, in its sole discretion, acquire additional and separate property (including property other than Environmental Control Property) and issue one or more Additional Issuances that are backed by such separate additional property. Any new Additional Issuance may include terms and provisions unique to that Additional Issuance. (ab) The Company Issuer shall not issue additional Environmental Control Bonds or other Additional Securities securities if the Additional Issuance would result in the then-current ratings on any Outstanding Series of Environmental Control Bonds or other Outstanding Additional Securities being reduced or withdrawn. (bc) The following conditions must be satisfied in connection with any Additional Issuance: (i) if the Additional Issuance is a new series of Environmental Control Bonds, such Bonds shall be rated “Aaa” by Mxxxx’x Xxxxx’x and “AAA” by S&P and Fitch; (ii) each Additional Issuance shall have recourse only to the assets pledged in connection with such Additional Issuance, shall be nonrecourse to any of the CompanyIssuer’s other assets and shall not constitute a claim against the Company Issuer if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full; (iii) the Company Issuer has delivered to the Indenture Trustee and each Rating Agency then rating any series of Outstanding Environmental Control Bonds an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of Potomac Edison the Utility or the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Company Issuer with those of the bankruptcy estate of Potomac Edison the Utility or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Company Issuer has delivered to the Indenture Trustee a certificate meeting an Officer’s Certificate from the criteria of Section 3.19(c)(iv) of the Indenture stating Issuer certifying that the securities issued pursuant to such Additional Issuance Securities shall have the benefit of a true-up mechanism; (v) the transaction documentation for such Additional Issuance provides that holders of the securities of such Additional Issuance will not file or join in the filing of any bankruptcy petition against the CompanyIssuer; (vi) if the holders of the securities of any Additional Issuance are deemed to have any interest in any of the Series Collateral pledged under the Indenture a Series Supplement (other than collateral pledged with respect the Series Supplement related to such Additional Issuance, if any), the holders of such securities must agree that any such interest is subordinate to the claims and rights of the Holders of such other related series Series of Environmental Control Bonds; (vii) the Additional Issuance shall have its own bank accounts or trust accounts; and (viii) the Additional Issuance shall bear its own trustees fees and servicer fees, except that fees and a pro rata portion of fees due under the allocation of such fees with respect to any Additional Issuance of Environmental Control Bonds shall be governed by the terms of the Indenture and the Servicing Issuer Administration Agreement.

Additional Issuance. (a) If the Company Issuer receives a financing an order or other authorization or approval from the PSCWV, the Company Issuer may, in its sole discretion, acquire additional and separate property (including property other than Environmental Control Property) and issue one or more Additional Issuances that are backed by such separate additional property. Any new Additional Issuance may include terms and provisions unique to that Additional Issuance. (ab) The Company Issuer shall not issue additional Environmental Control Bonds or other Additional Securities securities if the Additional Issuance would result in the then-current ratings on any Outstanding Series of Environmental Control Bonds or other Outstanding Additional Securities being reduced or withdrawn. (bc) The In addition to all applicable requirements of Section 2.10 hereof, the following conditions must be satisfied in connection with any Additional Issuance: (i) if the Additional Issuance is a new series of Environmental Control Bonds, such Bonds shall be rated “Aaa” by Mxxxx’x and “AAA” by S&P and Fitch; (ii) each Additional Issuance shall have recourse only to the assets pledged in connection with such Additional Issuance, shall be nonrecourse to any of the CompanyIssuer’s other assets and shall not constitute a claim against the Company Issuer if cash flow from the pledged assets is insufficient to pay such Additional Issuance in full; (iii) the Company Issuer has delivered to the Indenture Trustee and each Rating Agency then rating any series of Outstanding Environmental Control Bonds an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if either or both of Potomac Edison the Utility or the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Company Issuer with those of the bankruptcy estate of Potomac Edison the Utility or the Seller, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Company Issuer has delivered to the Indenture Trustee a certificate meeting an Officer’s Certificate from the criteria of Section 3.19(c)(iv) of the Indenture stating Issuer certifying that the securities issued pursuant to such Additional Issuance Securities shall have the benefit of a true-up mechanism; (v) the transaction documentation for such Additional Issuance provides that holders of the securities of such Additional Issuance will not file or join in the filing of any bankruptcy petition against the CompanyIssuer; (vi) if the holders of the securities of any Additional Issuance are deemed to have any interest in any of the Series Collateral pledged under the Indenture a Series Supplement (other than collateral pledged with respect the Series Supplement related to such Additional Issuance, if any), the holders of such securities must agree that any such interest is subordinate to the claims and rights of the Holders of such other related series Series of Environmental Control Bonds; (vii) the Additional Issuance shall have its own bank accounts or trust accounts; and (viii) the Additional Issuance shall bear its own trustees fees and servicer fees, except that fees and a pro rata portion of fees due under the allocation of such fees with respect to any Additional Issuance of Environmental Control Bonds shall be governed by the terms of the Indenture and the Servicing Issuer Administration Agreement.