Common use of Financing Order and Issuance Advice Letter; Other Approvals Clause in Contracts

Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State of Ohio and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Property has been created is in full force and effect; (ii) the Bondholders are entitled to the protections of the Statute, and the Financing Order is not revocable by the PUCO; (iii) the State of Ohio may not take or permit any action that impairs the value of the Phase-In-Recovery Property or revise the Phase-In-Costs for which recovery is authorized under the Financing Order or, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statute, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the rights of the Bondholders, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in full; (iv) the PUCO may not, either by rescinding, altering or amending the Financing Order, in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge or impair the Phase-In-Recovery Property or the collection or recovery of the Phase-In-Costs, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in full; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Property, except those that have been obtained or made and are in full force and effect.

Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State The Commonwealth of Ohio Massachusetts and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Transition Property has been created is in full force and effect; (ii) the Bondholders Certificateholders are entitled to the protections of the StatuteStatute and, and accordingly, the Financing Order is not revocable by the PUCODTE; (iii) the State The Commonwealth of Ohio Massachusetts may not take or permit any action that impairs alter the value provisions of the Phase-In-Recovery Property Statute that make the RTC Charge irrevocable and binding, limit or revise alter the Phase-In-Costs for which recovery is authorized under Transition Property, the reimbursable transition costs amounts (as defined in Section 1H(a) of Chapter 164) or the Financing Order orOrder, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statuteand all rights thereunder, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the rights of the BondholdersCertificateholders, absent a demonstration by the State The Commonwealth of Ohio Massachusetts that an impairment is narrowly-tailored and is necessary to advance an important public interest, such as a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the “great public purpose justifying such action, calamity” until the BondsNotes, together with interest thereon, are fully met and all other approved Financing Costs are paid and performed in fulldischarged; (iv) the PUCO DTE may not, either by rescinding, altering or amending the Financing Order, in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge reduce or impair the Phase-In-Recovery Property or the collection or recovery value of the Phase-In-CostsTransition Property either directly or indirectly by taking reimbursable transition costs amounts into account when setting other rates for the Seller, in a manner that would substantially impair the rights of Certificateholders, absent a demonstration by the State The Commonwealth of Ohio Massachusetts that an impairment is narrowly-tailored and is necessary to advance an important public interest, such as a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the “great public purpose justifying such actioncalamity”, until the BondsNotes, together with interest thereon, are fully met and all other approved Financing Costs are paid and performed in fulldischarged; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Transition Property, except those that have been obtained or made and are in full force and effectmade.

Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State of Ohio Connecticut and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Transition Property has been created is in full force and effect; (ii) the Bondholders Certificateholders are entitled to the protections of the StatuteStatute and , and accordingly, the Financing Order is not revocable by the PUCODPUC; (iii) the State of Ohio Connecticut may not take neither limit nor alter the CTA, the Transition Property, or permit any action that impairs the value of the Phase-In-Recovery Property or revise the Phase-In-Costs for which recovery is authorized under the Financing Order or, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statute, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the and all rights of the Bondholders, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, thereunder until the BondsCertificates, together with interest thereon, are fully met and all other approved Financing Costs are paid discharged, absent a demonstration that an impairment is narrowly-tailored and performed in fullis necessary to advance an important public interest, such as responding to a "great public calamity;" provided that the State of Connecticut is not precluded from such limitation or alteration if and when adequate provision shall be made by law for the protection of the owners of the Transition Property and Certificateholders; (iv) except for periodic adjustments to the PUCO may notRRB Charge required under the Statute, the DPUC shall not have authority either by rescinding, altering altering, or amending the Financing OrderOrder or otherwise, to revalue or revise for ratemaking purposes the stranded costs, or the costs of providing, recovering, financing, or refinancing the stranded costs, determine that the CTA is unjust or unreasonable, or in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge reduce or impair the Phase-In-Recovery value of Transition Property either directly or indirectly by taking the collection CTA into account when setting other rates for the Seller; nor shall the amount of revenues arising with respect thereto be subject to reduction, impairment, postponement, or recovery of the Phase-In-Costs, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in fulltermination; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Transition Property, except those that have been obtained or made and post closing filings required in connection therewith and those that the Seller, in its capacity as Servicer under the Servicing Agreement, is required to make in the future pursuant to the Servicing Agreement; (vii) under the Statute, the limit contained in Section 16-244c(a)(2) of the Connecticut General Statutes on standard offer service rates may be exceeded if necessary to establish, fix or revise the CTA (including the RRB Charge) at a level sufficient to pay principal of and interest on the Certificates and related expenses, to pay stranded costs that are not recovered through the issuance of rate reduction bonds, and to pay capital costs specified in full force the Statute; and effect(viii) the State of Connecticut, in the exercise of its executive or legislative powers, may not repeal or amend the Statute or the Financing Order, or take any action in contravention of the pledge by the State of Connecticut in Section 16-245j(b) of the Statute without paying just compensation to the Certificateholders, as determined by a court of competent jurisdiction, if this action would constitute a permanent appropriation of a substantial property interest of Certificateholders in the Transition Property and deprive the Certificateholders of their reasonable expectations arising from their investments in the Certificates.

Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State The Commonwealth of Ohio Massachusetts and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Transition Property has been created is in full force and effect; (ii) the Bondholders Certificateholders are entitled to the protections of the StatuteStatute and, and accordingly, the Financing Order is not revocable by the PUCODTE; (iii) the State The Commonwealth of Ohio Massachusetts may not take or permit any action that impairs alter the value provisions of the Phase-In-Recovery Property Statute that make the RTC Charge irrevocable and binding, limit or revise alter the Phase-In-Costs for which recovery is authorized under Transition Charge, the Transition Property, or the Financing Order orand all rights thereunder, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statute, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the rights of the BondholdersCertificateholders, absent a demonstration by the State The Commonwealth of Ohio Massachusetts that an impairment is narrowly-tailored and is necessary to advance an important public interest, such as responding to a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the "great public purpose justifying such action, calamity" until the BondsCertificates, together with interest thereon, are fully met and all other approved Financing Costs are paid and performed in fulldischarged; (iv) except for periodic adjustments to the PUCO may notRTC Charge required under the Statute, the DTE does not have authority, either by rescinding, altering or amending the Financing OrderOrder or otherwise, to revalue or revised for ratemaking purposes the Transition Costs, determine that the reimbursable transition costs amounts or Transition Charges are unjust or unreasonable or in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge to reduce or impair the Phase-In-Recovery value of Transition Property either directly or indirectly by taking the collection reimbursable transition costs amounts into account when setting other rates for the Seller; nor are the amount of revenues arising with respect thereto subject to reduction, impairment, postponement or recovery of the Phase-In-Costs, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in fulltermination; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Property, except those that have been obtained or made and are in full force and effect.Advice

Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State The Commonwealth of Ohio Massachusetts and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Transition Property has been created is in full force and effect; (ii) the Bondholders Certificateholders are entitled to the protections of the StatuteStatute and, and accordingly, the Financing Order is not revocable by the PUCODTE; (iii) the State The Commonwealth of Ohio Massachusetts may not take or permit any action that impairs alter the value provisions of the Phase-In-Recovery Statute that make the RTC Charge irrevocable and binding, limit or alter the Transition Property or revise the Phase-In-Costs for which recovery is authorized under the Financing Order orOrder, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statuteand all rights thereunder, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the rights of the BondholdersCertificateholders, absent a demonstration by the State The Commonwealth of Ohio Massachusetts that an impairment is narrowly-tailored and is necessary to advance an important public interest, such as a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the "great public purpose justifying such action, calamity" until the BondsCertificates, together with interest thereon, are fully met and all other approved Financing Costs are paid and performed in fulldischarged; (iv) the PUCO DTE may not, either by rescinding, altering or amending the Financing Order, in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge reduce or impair the Phase-In-Recovery Property or the collection or recovery value of the Phase-In-CostsTransition Property either directly or indirectly by taking reimbursable transition costs amounts into account when setting other rates for the Seller, in a manner that would substantially impair the rights of Certificateholders, absent a demonstration by the State The Commonwealth of Ohio Massachusetts that an impairment is narrowly-tailored and is necessary to advance an important public interest, such as a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the "great public purpose justifying such actioncalamity", until the BondsCertificates, together with interest thereon, are fully met and all other approved Financing Costs are paid and performed in fulldischarged; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Transition Property, except those that have been obtained or made and are in full force and effectmade.

Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State of Ohio Connecticut and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Transition Property has been created is in full force and effect; (ii) the Bondholders Certificateholders are entitled to the protections of the StatuteStatute and, and accordingly, the Financing Order is not revocable by the PUCODPUC; (iii) the State of Ohio Connecticut may not take neither limit nor alter the CTA, the Transition Property, or permit any action that impairs the value of the Phase-In-Recovery Property or revise the Phase-In-Costs for which recovery is authorized under the Financing Order or, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statute, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the and all rights of the Bondholders, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, thereunder until the BondsCertificates, together with interest thereon, are fully met and all other approved Financing Costs are paid discharged, absent a demonstration that an impairment is narrowly-tailored and performed in fullis necessary to advance an important public interest, such as responding to a "great public calamity;" provided that the State of Connecticut is not precluded from such limitation or alteration if and when adequate provision shall be made by law for the protection of the owners of the Transition Property and Certificateholders; (iv) except for periodic adjustments to the PUCO may notRRB Charge required under the Statute, the DPUC shall not have authority either by rescinding, altering altering, or amending the Financing OrderOrder or otherwise, to revalue or revise for ratemaking purposes the stranded costs, or the costs of providing, recovering, financing, or refinancing the stranded costs, determine that the CTA is unjust or unreasonable, or in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge reduce or impair the Phase-In-Recovery value of Transition Property either directly or indirectly by taking the collection CTA into account when setting other rates for the Seller; nor shall the amount of revenues arising with respect thereto be subject to reduction, impairment, postponement, or recovery of the Phase-In-Costs, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in fulltermination; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Transition Property, except those that have been obtained or made and post closing filings required in connection therewith and those that the Seller, in its capacity as Servicer under the Servicing Agreement, is required to make in the future pursuant to the Servicing Agreement; (vii) under the Statute, the limit contained in Section 16-244c(a)(2) of the Connecticut General Statutes on standard offer service rates may be exceeded if necessary to establish, fix or revise the CTA (including the RRB Charge) at a level sufficient to pay principal of and interest on the Certificates and related expenses, to pay stranded costs that are not recovered through the issuance of rate reduction bonds, and to pay capital costs specified in full force the Statute; and effect(viii) the State of Connecticut, in the exercise of its executive or legislative powers, may not repeal or amend the Statute or the Financing Order, or take any action in contravention of the pledge by the State of Connecticut in Section 16-245j(b) of the Statute without paying just compensation to the Certificateholders, as determined by a court of competent jurisdiction, if this action would constitute a permanent appropriation of a substantial property interest of Certificateholders in the Transition Property and deprive the Certificateholders of their reasonable expectations arising from their investments in the Certificates.

Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State The Commonwealth of Ohio Massachusetts and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Transition Property has been created is in full force and effect; (ii) the Bondholders Certificateholders are entitled to the protections of the StatuteStatute and, and accordingly, the Financing Order is not revocable by the PUCODTE; (iii) the State The Commonwealth of Ohio Massachusetts may not take or permit any action that impairs alter the value provisions of the Phase-In-Recovery Property Statute that make the RTC Charge irrevocable and binding, limit or revise alter the Phase-In-Costs for which recovery is authorized under Transition Charge, the Transition Property, or the Financing Order orand all rights thereunder, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statute, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the rights of the BondholdersCertificateholders, absent a demonstration by the State The Commonwealth of Ohio Massachusetts that an impairment is narrowly-tailored and is necessary to advance an important public interest, such as responding to a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the "great public purpose justifying such action, calamity" until the BondsCertificates, together with interest thereon, are fully met and all other approved Financing Costs are paid and performed in fulldischarged; (iv) except for periodic adjustments to the PUCO may notRTC Charge required under the Statute, the DTE does not have authority, either by rescinding, altering or amending the Financing OrderOrder or otherwise, to revalue or revised for ratemaking purposes the Transition Costs, determine that the reimbursable transition costs amounts or Transition Charges are unjust or unreasonable or in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge to reduce or impair the Phase-In-Recovery value of Transition Property either directly or indirectly by taking the collection reimbursable transition costs amounts into account when setting other rates for the Seller; nor are the amount of revenues arising with respect thereto subject to reduction, impairment, postponement or recovery of the Phase-In-Costs, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in fulltermination; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Transition Property, except those that have been obtained or made and are post closing filings required in full force connection therewith and effectthose that the Seller, in its capacity as Servicer under the Servicing Agreement, is required to make in the future pursuant to the Servicing Agreement; and (viii) The Commonwealth of Massachusetts, in the exercise of its executive or legislative powers, may not repeal or amend the Statute or the Financing Order, or take any action in contravention of the pledge by The Commonwealth of Massachusetts in Section 1H(b)(3) of Chapter 164 of the Massachusetts General Laws, without paying just compensation to the Certificateholders, as determined by a court of competent jurisdiction, if this action would constitute a permanent appropriation of a substantial property interest of Certificateholders in the Transition Property and deprive the Certifcateholders of their reasonable expectations arising from their investments in the Certificates.