Common use of Additional Bonds Clause in Contracts

Additional Bonds. (a) Following the issuance by the Commission of any Subsequent Financing Order or pursuant to remaining authority under the Financing Order, the Issuer may, in its sole discretion but subject to the terms contained in this Section 3.19, acquire additional and separate “securitized property” (as defined in the Act) and issue an Additional Series under any such subsequent indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional Series. (b) In addition to all applicable requirements set forth in any subsequent indenture for any Additional Series, the following conditions must be satisfied in connection with any issuance of an Additional Series: (i) Kentucky Power has existing authority under the Financing Order to issue additional securitized bonds or Kentucky Power requests and receives a Subsequent Financing Order from the Commission to recover additional securitized costs through the issuance of additional securitized bonds; (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and that the servicer and the administrator cannot be replaced without the requisite approval of the holders of all Bonds then-Outstanding; (iii) satisfaction of the Rating Agency Condition; (iv) each Additional Series has recourse only to the securitized property created by the Financing Order or any Subsequent Financing Order, as the case may be, and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer if revenue from the securitized surcharges and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in full; (v) the Issuer has provided to the Indenture Trustee and the Rating Agencies then rating any series of the Issuer’s Outstanding Bonds an Opinion of Counsel of a nationally recognized law firm experienced in such matters to the effect that such issuance would not result in the Issuer’s substantive consolidation with Kentucky Power and that there has been a true sale of the securitized property for such Additional Series, subject to the customary exceptions, qualifications and assumptions contained therein; (vi) transaction documentation for the Additional Series provides that the indenture trustee on behalf of holders of the securitized bonds of the Additional Series will not file or join in filing of any bankruptcy petition against the Issuer; (vii) if holders of such Additional Series are deemed to have any interest in any of the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest in the collateral dedicated to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreement; (viii) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with the related servicing agreement and the Intercreditor Agreement; (ix) no Additional Series will be issued under this Indenture; and (x) each Additional Series will bear its own independent manager fees, indenture trustee fees, servicer fees and administration fees.

Additional Bonds. (a) Following the issuance by the Commission of any Subsequent Financing Order or pursuant to remaining authority under the Financing Order, the Issuer Company may, in its sole discretion but subject to the terms contained in this Section 3.191.10, acquire additional and separate “securitized property” (as defined in the Act) property and issue an Additional Series under any such subsequent indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional Series. (b) In addition to all applicable requirements set forth in any subsequent indenture for any Additional Seriesadditional “securitized bonds” (as defined in the Act), the following conditions must be satisfied in connection with any issuance of an Additional Seriesadditional securitized bonds: (i) Kentucky Power has existing authority under the Financing Order to issue additional securitized bonds or Kentucky Power requests and receives a Subsequent Financing Order from the Commission to recover additional securitized costs through the issuance of additional securitized bonds; (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and the Additional Series must provide in its Additional Documents that the servicer and the administrator cannot be replaced without the requisite approval of the holders of all Bonds and Additional Series then-Outstanding; (iii) satisfaction of the Rating Agency Condition; (iv) each Additional Series has recourse only to the securitized property created by the Financing Order or any Subsequent Financing Order, as the case may be, and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer Company if revenue from the “securitized surcharges surcharges” (as defined in the Act) and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in full; (v) the Issuer Company has provided to the Indenture each Trustee and the Rating Agencies then rating any series of the IssuerCompany’s Outstanding Bonds or Additional Series an Opinion of Counsel opinion of a nationally recognized law firm experienced in such matters to the effect that such issuance would not result in the IssuerCompany’s substantive consolidation with Kentucky Power and that there has been a true sale of the securitized property for such Additional Series, subject to the customary exceptions, qualifications and assumptions contained therein; (vi) transaction documentation for the Additional Series provides that the indenture trustee Additional Trustee on behalf of holders of the securitized bonds of the Additional Series will not file or join in filing of any bankruptcy petition against the IssuerCompany; (vii) if holders of such Additional Series are deemed to have any interest in any of the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest in the collateral Collateral dedicated to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreementrelated intercreditor agreement; (viii) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with the related servicing agreement and the Intercreditor Agreementrelated intercreditor agreement; (ix) no Additional Series will be issued under this the Indenture; and (x) each Additional Series will bear its own independent manager fees, indenture trustee fees, servicer fees and administration fees.

Additional Bonds. One or more series of Additional Bonds may be authorized and delivered for the purposes set forth herein. (a) Following Additional Bonds consisting of Facility Operations Bonds may be issued for the purposes set forth in Section 2.07(b). Additional Bonds consisting of Refunding Bonds may be issued for the purposes set forth in Section 2.07(c) and (d). All such Additional Bonds shall be issued in accordance with Section 2.02 hereof and this Section 2.07. The Additional Bonds of any such series shall be authenticated and delivered by the Trustee only upon receipt by it (in addition to the documents, securities and moneys required by Section 2.01 hereof) of a certificate of a Company Representative stating that all required deposits to all funds, accounts and subaccounts hereunder are current and that no Event of Default under the Facility Lease Agreement has occurred and is continuing and no event which with the passage of time or notice or both would constitute an Event of Default under the Facility Lease Agreement has occurred, provided, however, such Additional Bonds may be issued if such Event of Default or insufficient fund balance would be cured upon the issuance by of such Additional Bonds. Such Additional Bonds may be issued as Current Interest Bonds, Variable Rate Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds. Optional Tender Bonds (provided the Commission Issuer shall deliver to the Trustee upon the authentication of such Bonds a Credit Facility which the Trustee or another agent may draw upon to pay the Purchase Price of any Subsequent Financing Order such Bonds), Serial Bonds or pursuant to remaining authority under the Financing OrderTerm Bonds or any combination thereof, the Issuer may, in its sole discretion but subject to the terms contained in this Section 3.19, acquire additional and separate “securitized property” (all as defined provided in the Act) and issue an Additional Series under any such subsequent supplemental indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional Seriesproviding for their issuance. (b) Facility Operation Bonds may be issued to refurbish, upgrade, modify or add to the Project so long as (Y) the Company certifies in writing to the Trustee and the Independent Engineer confirms (such confirmation not to be unreasonably withheld or delayed) that (i) there will be no fundamental change in the use of the Facility as a result of the additional investment, (ii) the maximum waste disposal capacity of the Facility will not be increased by more than 25%, (iii) the proceeds of such Additional Bonds will be sufficient for the proposed purpose; and (iv) the proposed purpose of the additional investment is not reasonably expected to have a Material Adverse Effect and (Z) the issuance of the Facility Operation Bonds shall have been approved in writing by the Owners of not less than two-thirds in aggregate principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class. No Additional Bonds may be issued under Section 2.07(b) without the prior written consent of the Company. All repairs, restorations, improvements, extensions or facilities financed in whole or in part with the proceeds of Additional Bonds shall become a part of the Project and shall also be part of the Trust Estate. (c) Refunding Bonds may be issued to refinance any Bonds (i) upon the occurrence of a Determination of Taxability with respect to the Bonds proposed to be refunded, or (ii) if and when there shall be delivered to the Trustee a certificate of a Company Representative, confirmed in writing by the Independent Engineer (such confirmation not to be unreasonably withheld or delayed), confirming that: (A) the annual Debt Service requirements for the Bonds (after the issuance of such Refunding Bonds) do not exceed the annual Debt Service requirements for the Bonds (prior to the issuance of such Refunding Bonds) by more than 5% for any Fiscal Year during the remaining term of the Bonds Outstanding prior to such date; or (B) the issuance of the Refunding Bonds shall have been approved in writing by the Owners of not less two-thirds in aggregate principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class. (d) In the event of a Stock Sale, Additional Bonds shall be issued, in exchange for the Outstanding Series 1999A Bonds and the Outstanding Series 1999B Bonds, with the terms and provisions set forth or described in the Stock Purchase Agreement and any supplemental indenture related to such Additional Bonds or any related documents, provided that such terms and provisions shall have been approved in writing by the Owners of at least 66-2/3% in aggregate outstanding principal amount of the Series 1999A Bonds and the Series 1999B Bonds voting as a single class. (e) Prior to the delivery by the Issuer of any Additional Bonds there shall be filed with the Trustee the following (in addition to all applicable requirements set forth in any subsequent indenture for any Additional Series, one of the following conditions must be satisfied in connection with any issuance of an Additional Series:certificates described above): (i) Kentucky Power has existing authority under A supplement to this Indenture executed by the Financing Order Issuer and the Trustee creating such Additional Bonds and specifying the terms thereof in accordance with Section 2.02 hereof including, without limitation, (A) if such Bonds will be entitled to issue additional securitized bonds or Kentucky Power requests the benefits of a Debt Service Reserve Account, providing for a deposit to a Debt Service Reserve Account of the amount, if any, necessary so that the amount therein equals the Debt Service Reserve Account Requirement calculated in accordance with this Indenture and receives a Subsequent Financing Order the related supplemental indenture immediately after such delivery, to the extent not funded from the Commission to recover additional securitized costs through any other source, (B) in connection with the issuance of additional securitized bonds;Facility Operation Bonds, requisition and other withdrawal requirements relating to draws to be made from appropriate accounts and subaccounts in the Construction Fund and (C) until the first date on which none of the Series 1999A Bonds shall remain Outstanding and the Tax Equalization Account shall be closed, providing for deposits into the Tax Equalization Account to secure such Bonds on a parity with the other Bonds secured thereby. (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and that A supplement to the servicer Facility Lease Agreement executed by the Issuer and the administrator cannot be replaced without Company whereby the requisite approval Company acknowledges the issuance of the holders of all such Bonds then-Outstanding;and agrees to adjust its Lease Payments to cover Debt Service on such Bonds. (iii) satisfaction A certificate executed by a Company Representative to the effect that no Event of Default under the Facility Lease Agreement has occurred and is continuing and no event which with the passage of time or notice or both would constitute an Event of Default has occurred, unless the issuance of such Additional Bonds would cure such Event of Default. (A) If the Additional Bonds are intended to be Tax-Exempt Bonds, an opinion of Bond Counsel to the effect that (1) the interest on such series of Additional Bonds is not includable in the gross income of the Rating Agency Condition;Owners thereof for federal income tax purposes, (2) the issuance of such Additional Bonds will not adversely affect the tax status of interest on the then Outstanding Tax-Exempt Bonds and (3) such supplements to this Indenture and the Facility Lease Agreement have been duly authorized, executed and delivered by the Issuer and constitute the valid and binding obligations of the Issuer. (ivB) each If the Additional Series has recourse only Bonds are not intended to be Tax-Exempt Bonds, an opinion of Bond Counsel to the securitized property created by the Financing Order or any Subsequent Financing Order, as the case may be, effect set forth in Section 2.07(e)(iv)(A)(2) and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer if revenue from the securitized surcharges and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in full;(3) above. (v) the Issuer has provided to the Indenture Trustee and the Rating Agencies then rating any series of the Issuer’s Outstanding Bonds an An Opinion of Counsel of a nationally recognized law firm experienced in such matters to the Company to the effect that such issuance would not result in the Issuer’s substantive consolidation with Kentucky Power and that there supplement to the Facility Lease Agreement has been a true sale duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the securitized property for such Additional Series, subject to the customary exceptions, qualifications and assumptions contained therein;Company. (vi) transaction documentation for A written request of an Issuer Representative to the Additional Series provides that the indenture trustee on behalf of holders of the securitized bonds of the Additional Series will not file or join in filing of any bankruptcy petition against the Issuer; (vii) if holders of Trustee to authenticate and deliver such Additional Series are deemed to have any interest in any of the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest in the collateral dedicated to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreement; (viii) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with the related servicing agreement and the Intercreditor Agreement; (ix) no Additional Series will be issued under this Indenture; and (x) each Additional Series will bear its own independent manager fees, indenture trustee fees, servicer fees and administration fees.

Additional Bonds. (a) Following The Issuer, at the request of the Company and to the extent permitted by law in effect at the time thereof, may issue from time to time one or more series of Additional Bonds for the purposes provided in Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2016A Bonds and any other Additional Bonds theretofore issued and then outstanding, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Issuer may not issue, and the Issuer expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the provisions of this Indenture governing the issuance of Additional Bonds shall not apply thereto. The proceeds of the issuance and sale of any series of Additional Bonds, including purchase premium, if any, and accrued interest, if any, thereon to the date of delivery thereof paid by the Commission original purchasers thereof, shall be applied simultaneously with the delivery of any Subsequent Financing Order or pursuant to remaining authority under such Additional Bonds in the Financing Order, manner provided in this Indenture and in the Issuer may, in its sole discretion but subject supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the terms contained contrary, no Additional Bonds shall be issued unless (i) the Loan Agreement is in this Section 3.19effect, acquire additional and separate “securitized property” (ii) at the time of issuance there is no Event of Default (as defined in the ActLoan Agreement) and issue an Additional Series under any such subsequent indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional Series. (b) In addition to all applicable requirements set forth in any subsequent indenture for any Additional Series, the following conditions must be satisfied in connection with any issuance of an Additional Series: (i) Kentucky Power has existing authority under the Financing Order to issue additional securitized bonds Loan Agreement or Kentucky Power requests and receives a Subsequent Financing Order from the Commission to recover additional securitized costs through the issuance Event of additional securitized bonds; (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and that the servicer and the administrator cannot be replaced without the requisite approval of the holders of all Bonds then-Outstanding; (iii) satisfaction of the Rating Agency Condition; (iv) each Additional Series has recourse only to the securitized property created by the Financing Order or any Subsequent Financing Order, as the case may be, and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer if revenue from the securitized surcharges and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in full; (v) the Issuer has provided to the Indenture Trustee and the Rating Agencies then rating any series of the Issuer’s Outstanding Bonds an Opinion of Counsel of a nationally recognized law firm experienced in such matters to the effect that such issuance would not result in the Issuer’s substantive consolidation with Kentucky Power and that there has been a true sale of the securitized property for such Additional Series, subject to the customary exceptions, qualifications and assumptions contained therein; (vi) transaction documentation for the Additional Series provides that the indenture trustee on behalf of holders of the securitized bonds of the Additional Series will not file or join in filing of any bankruptcy petition against the Issuer; (vii) if holders of such Additional Series are deemed to have any interest in any of the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest in the collateral dedicated to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreement; (viii) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with the related servicing agreement and the Intercreditor Agreement; (ix) no Additional Series will be issued Default under this Indenture; and (x) each Additional Series will bear its own independent manager fees, indenture trustee fees, servicer fees and administration fees.

Additional Bonds. (a) Following The Issuer, at the request of the Company and to the extent permitted by law in effect at the time thereof, may issue from time to time one or more series of Additional Bonds for the purposes provided in Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2016B Bonds and any other Additional Bonds theretofore issued and then outstanding, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Issuer may not issue, and the Issuer expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the provisions of this Indenture governing the issuance of Additional Bonds shall not apply thereto. The proceeds of the issuance and sale of any series of Additional Bonds, including purchase premium, if any, and accrued interest, if any, thereon to the date of delivery thereof paid by the Commission original purchasers thereof, shall be applied simultaneously with the delivery of any Subsequent Financing Order or pursuant to remaining authority under such Additional Bonds in the Financing Order, manner provided in this Indenture and in the Issuer may, in its sole discretion but subject supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the terms contained contrary, no Additional Bonds shall be issued unless (i) the Loan Agreement is in this Section 3.19effect, acquire additional and separate “securitized property” (ii) at the time of issuance there is no Event of Default (as defined in the ActLoan Agreement) and issue an Additional Series under any such subsequent indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional Series. (b) In addition to all applicable requirements set forth in any subsequent indenture for any Additional Series, the following conditions must be satisfied in connection with any issuance of an Additional Series: (i) Kentucky Power has existing authority under the Financing Order to issue additional securitized bonds Loan Agreement or Kentucky Power requests and receives a Subsequent Financing Order from the Commission to recover additional securitized costs through the issuance Event of additional securitized bonds; (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and that the servicer and the administrator cannot be replaced without the requisite approval of the holders of all Bonds then-Outstanding; (iii) satisfaction of the Rating Agency Condition; (iv) each Additional Series has recourse only to the securitized property created by the Financing Order or any Subsequent Financing Order, as the case may be, and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer if revenue from the securitized surcharges and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in full; (v) the Issuer has provided to the Indenture Trustee and the Rating Agencies then rating any series of the Issuer’s Outstanding Bonds an Opinion of Counsel of a nationally recognized law firm experienced in such matters to the effect that such issuance would not result in the Issuer’s substantive consolidation with Kentucky Power and that there has been a true sale of the securitized property for such Additional Series, subject to the customary exceptions, qualifications and assumptions contained therein; (vi) transaction documentation for the Additional Series provides that the indenture trustee on behalf of holders of the securitized bonds of the Additional Series will not file or join in filing of any bankruptcy petition against the Issuer; (vii) if holders of such Additional Series are deemed to have any interest in any of the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest in the collateral dedicated to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreement; (viii) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with the related servicing agreement and the Intercreditor Agreement; (ix) no Additional Series will be issued Default under this Indenture; and (x) each Additional Series will bear its own independent manager fees, indenture trustee fees, servicer fees and administration fees.

Additional Bonds. (a) Following The Issuer, at the request of the Company and to the extent permitted by law in effect at the time thereof, may issue from time to time one or more series of Additional Bonds for the purposes provided in Section 4.2 of the Loan Agreement. Additional Bonds shall be secured equally and ratably with the Series 2010 Bonds and any other Additional Bonds theretofore issued and then outstanding, except insofar as any sinking, amortization or other fund, or any terms or conditions of redemption or purchase, established under this Indenture may afford additional benefit or security for the Bonds of any particular series. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required for the issuance of Bonds by Section 2.7 hereof. The right to issue Additional Bonds set forth in this Indenture shall not imply that the Issuer may not issue, and the Issuer expressly reserves the right to issue, to the extent permitted by law, obligations under another indenture or indentures to provide additional funds to pay the cost of additional facilities at the Plant, or to refund all or any principal amount of all or any series of Bonds, or any combination thereof, and the provisions of this Indenture governing the issuance of Additional Bonds shall not apply thereto. The proceeds of the issuance and sale of any series of Additional Bonds, including purchase premium, if any, and accrued interest, if any, thereon to the date of delivery thereof paid by the Commission original purchasers thereof, shall be applied simultaneously with the delivery of any Subsequent Financing Order or pursuant to remaining authority under such Additional Bonds in the Financing Order, manner provided in this Indenture and in the Issuer may, in its sole discretion but subject supplemental indenture authorizing such Additional Bonds. Notwithstanding anything herein to the terms contained contrary, no Additional Bonds shall be issued unless (i) the Loan Agreement is in this Section 3.19effect, acquire additional and separate “securitized property” (ii) at the time of issuance there is no Event of Default (as defined in the ActLoan Agreement) and issue an Additional Series under any such subsequent indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional Series. (b) In addition to all applicable requirements set forth in any subsequent indenture for any Additional Series, the following conditions must be satisfied in connection with any issuance of an Additional Series: (i) Kentucky Power has existing authority under the Financing Order to issue additional securitized bonds Loan Agreement or Kentucky Power requests and receives a Subsequent Financing Order from the Commission to recover additional securitized costs through the issuance Event of additional securitized bonds; (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and that the servicer and the administrator cannot be replaced without the requisite approval of the holders of all Bonds then-Outstanding; (iii) satisfaction of the Rating Agency Condition; (iv) each Additional Series has recourse only to the securitized property created by the Financing Order or any Subsequent Financing Order, as the case may be, and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer if revenue from the securitized surcharges and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in full; (v) the Issuer has provided to the Indenture Trustee and the Rating Agencies then rating any series of the Issuer’s Outstanding Bonds an Opinion of Counsel of a nationally recognized law firm experienced in such matters to the effect that such issuance would not result in the Issuer’s substantive consolidation with Kentucky Power and that there has been a true sale of the securitized property for such Additional Series, subject to the customary exceptions, qualifications and assumptions contained therein; (vi) transaction documentation for the Additional Series provides that the indenture trustee on behalf of holders of the securitized bonds of the Additional Series will not file or join in filing of any bankruptcy petition against the Issuer; (vii) if holders of such Additional Series are deemed to have any interest in any of the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest in the collateral dedicated to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreement; (viii) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with the related servicing agreement and the Intercreditor Agreement; (ix) no Additional Series will be issued Default under this Indenture; and (x) each Additional Series will bear its own independent manager fees, indenture trustee fees, servicer fees and administration fees.

Additional Bonds. Additional Bonds may be issued pursuant to this Indenture under the conditions and in the manner provided in this Section 2.11. Additional Bonds may be issued from time to time for any one or more of the following purposes: (a) Following financing the issuance by costs of the Commission acquisition or construction of any Subsequent Financing Order new Capital Projects or improvements to the Capital Projects, or (b) refunding all or a portion of one or more series of Bonds issued pursuant to remaining authority under hereto. In the Financing Orderevent Additional Bonds are issued, the Issuer mayand Trustee shall enter into a Supplemental Indenture, in its sole discretion but subject the purpose of which shall be to authorize the Additional Bonds and provide the lien on the Trust Estate as security therefor. No Additional Bonds shall be authenticated and delivered by the Trustee unless there has been or is simultaneously with the issuance of the Additional Bonds delivered to the terms contained in this Trustee: (a) The resolutions, documents and opinions required for delivery of the Series 2004B Bonds pursuant to Section 3.192.05 hereof, acquire additional and separate “securitized property” (as defined in the Act) and issue an Additional Series under any such subsequent indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional Series.appropriately modified; (b) In addition to all applicable requirements set forth in any subsequent indenture for any Additional Series, the following conditions must be satisfied in connection with any issuance of an Additional Series: (i) Kentucky Power has existing authority under the Financing Order to issue additional securitized bonds or Kentucky Power requests and receives a Subsequent Financing Order from the Commission to recover additional securitized costs through the issuance of additional securitized bonds; (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and that the servicer and the administrator cannot be replaced without the requisite approval of the holders of all Bonds then-Outstanding; (iii) satisfaction of the Rating Agency Condition; (iv) each Additional Series has recourse only to the securitized property created by the Financing Order or any Subsequent Financing Order, as the case may be, and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer if revenue from the securitized surcharges and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in full; (v) the Issuer has provided to the Indenture Trustee and the Rating Agencies then rating any series of the An Issuer’s Outstanding Bonds an Opinion of Counsel of a nationally recognized law firm experienced in such matters Certificate to the effect that such issuance would the Issuer is not result in the Issuer’s substantive consolidation with Kentucky Power and that there has been a true sale of the securitized property for such Additional Series, subject to the customary exceptions, qualifications and assumptions contained therein; (vi) transaction documentation for the Additional Series provides that the indenture trustee on behalf of holders of the securitized bonds of the Additional Series will not file or join in filing of any bankruptcy petition against the Issuer; (vii) if holders of such Additional Series are deemed to have any interest in any of the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest in the collateral dedicated to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreement; (viii) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with the related servicing agreement and the Intercreditor Agreement; (ix) no Additional Series will be issued under this Indenturedefault hereunder; and (xc) each A certificate from an Independent Certified Public Accountant to the effect that the Pledged Revenues (i) have equaled or exceeded 1.00 times Debt Service Charges for the preceding three Fiscal Years and (ii) are projected to equal or exceed 1.10 times Debt Service Charges for the Fiscal Year immediately following the date of issuance of such Additional Bonds, taking into effect the additional Debt Service Charges to be incurred following issuance thereof. Additional Bonds issued under the provisions and within the limitations of this Section shall be payable from the Trust Estate on a parity with the Series will 2004B Bonds, and all the covenants and other provisions of this Indenture (except as to details of such Additional Bonds inconsistent herewith) shall be for the equal benefit, protection and security of the Owners of the Series 2004B Bonds and the Owners of any Additional Bonds subsequently issued from time to time within the limitations of and in compliance with this Section. All Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Trust Estate, and their source of and security for payment from said Trust Estate, without preference of any Bond over any other. No Additional Bonds shall be issued at any time, however, unless all the payments into the respective funds and accounts provided for in this Indenture on account of the Bonds then Outstanding, and any other payments provided for in this Indenture, shall have been made in full as required to the date of delivery of the Additional Bonds. For purposes of calculating the Maximum Annual Debt Service and the Additional Bonds test, variable rate indebtedness shall be assumed to bear its own independent manager feesinterest at (i) if interest on the indebtedness is excludable from gross income under the applicable provisions of the Internal Revenue Code, indenture trustee feesthe most recently published Bond Buyer “Revenue Bond Index” (or comparable index if no longer published) plus 50 basis points, servicer fees and administration feesor (ii) if interest is not so excludable, the interest rate on direct U.S. Treasury Obligations with comparable maturities plus 50 basis points; provided, however, that for purposes of any rate covenant measuring actual debt service coverage during a test period, variable rate indebtedness shall be deemed to bear interest at the actual rate per annum applicable during the test period.

Additional Bonds. In addition to the Series 2016 Bonds, the District, solely while all of the Outstanding Bonds are Initial Bonds, may in its discretion, issue Additional Bonds solely for the purpose of financing improvements to, or upgrading, refurbishing or completing, the Project or refunding Outstanding Bonds, and related financing costs and expenses. Such Additional Bonds will bear interest at the interest rate determined on or about the date of issuance thereof. No such Additional Bonds shall be issued unless such Additional Bonds are issued as Initial Bonds and: (a) Following In the opinion of Bond Counsel, the issuance by of the Commission Additional Bonds shall not adversely affect the exemption from income taxation under Section 103 of any Subsequent Financing Order or pursuant to remaining authority under the Financing Order, Internal Revenue Code of the Issuer may, in its sole discretion but subject to the terms contained in this Section 3.19, acquire additional and separate “securitized property” (as defined in the Act) and issue an Additional Series under any such subsequent indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional SeriesOutstanding Bonds. (b) In addition No “Event of Default” shall have occurred and be continuing under the Bond Documents, or (with or without the giving of notice or lapse of time or both) will result from the issuance of such Additional Bonds, and the District shall deliver to all applicable requirements set forth in the Trustee a certificate to such effect. (c) If any subsequent indenture for any Bonds other than the Additional SeriesBonds will remain Outstanding after the issue date of such Additional Bonds, the District and the Trustee shall have received written confirmation from each Rating Service then rating the Bonds, if any, that the issuance of such Additional Bonds shall not result in a downgrade or withdrawal of the rating then in effect with respect to the Initial Bonds. (d) There is delivered to the Trustee (i) an amendment to the Standby Bond Purchase Agreement pursuant to which (A) the Company and Jefferson Holdings shall agree to pay the Purchase Price of all Outstanding Bonds, including such Additional Bonds, tendered (or deemed tendered) on the following conditions must be satisfied Initial Bonds Remarketing Date in the event any of such Outstanding Bonds have not been repurchased from proceeds of a remarketing or redeemed, or defeased to a date on or prior to such following Initial Bonds Remarketing Date; and (B) Jefferson Holdings shall guarantee the payment of all Rent and all principal of, premium, if any, and interest on all Outstanding Bonds, including such Additional Bonds, payable prior to repurchase of such Outstanding Bonds from proceeds of a remarketing or redemption of such Outstanding Bonds or defeasance of such Outstanding Bonds to a date, in each case, on or prior to the ensuing Initial Bonds Remarketing Date; (ii) an amendment to the Capital Call Agreement, pursuant to which FTAI shall agree (A) to provide funds sufficient to permit Jefferson Holdings to satisfy its obligations under the Standby Bond Purchase Agreement, as amended in connection with the foregoing; (B) to maintain on a consolidated basis “Total equity,” as reflected in FTAI’s quarterly and annual reports filed with the SEC (or the equivalent thereof as reported by any issuance successor to or assign of FTAI in accordance with the Capital Call Agreement), that is not less than two times the aggregate principal of and interest payable on or before the ensuing Initial Bonds Remarketing Date on all Outstanding Bonds, including such Additional Bonds; provided that FTAI may satisfy any deficiency between such “Total equity” and the amount that is two times the aggregate principal of and interest payable on or before the ensuing Initial Bonds Remarketing Date on all Outstanding Bonds, including such Additional Bonds, as provided for in the Capital Call Agreement; (C) to maintain on a consolidated basis an aggregate book value of Aviation Assets that is not less than (1) the aggregate principal of and interest payable on or before the ensuing Initial Bonds Remarketing Date on all Outstanding Bonds, including such Additional SeriesBonds, less (2) any cash held in the Reserve Fund on the date of determination; (D) not to, and cause the Aviation Subsidiaries not to, incur any liens securing indebtedness for borrowed money or capital leases on any assets of the Aviation Subsidiaries, other than certain liens permissible pursuant to the Capital Call Agreement; and (E) in the event that FTAI and its Aviation Subsidiaries are not in compliance with the covenants described above, and such noncompliance continues for two consecutive quarter-end dates as reflected in FTAI’s quarterly and annual reports filed with the SEC or the equivalent thereof as reported by any successor to or assign of FTAI (or, with respect to clause (D) above, such noncompliance continues for a period of not less than 90 days), FTAI will contribute to Jefferson Holdings an amount in cash equal to (1) the then-applicable Available Commitment, which amount will be held in the Reserve Fund, less (2) any cash held in the Reserve Fund on the date of determination (prior to any required contribution made pursuant to clause (1) above); and (iii) an amendment to the Facilities Lease providing for Facilities Lease Rent sufficient to furnish the payment of principal of and interest on all Outstanding Bonds, including such Additional Bonds (but not the Purchase Price therefor), as the same shall respectively be due and payable until all such Outstanding Bonds have been repurchased from proceeds of a remarketing or redeemed, or defeased to a date on or prior to such following Initial Bonds Remarketing Date. (e) The Additional Bonds of each such series shall be authenticated by the Trustee and/or registered by the Comptroller of Public Accounts of the State and, upon payment to the Trustee of the proceeds of said sale of Additional Bonds, they shall be delivered by the Trustee to the purchasers thereof, but only upon there being filed with the Trustee the following items: (i) Kentucky Power has existing authority under An opinion of Bond Counsel that, among other things, the Financing Order Additional Bonds are valid and binding obligations of the District and, if interest thereon is intended to issue additional securitized bonds or Kentucky Power requests and receives a Subsequent Financing Order be excluded from the Commission to recover additional securitized costs through the issuance of additional securitized bonds;federal income tax, that interest thereon is excluded from federal income tax. (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and that A Supplemental Indenture setting forth the servicer and the administrator cannot be replaced without the requisite approval terms of the holders of all Bonds then-Outstanding;Additional Bonds, which may be issued in any Interest Rate Mode. (iii) satisfaction a copy, duly certified by the Secretary of the Rating Agency ConditionDistrict, of the resolution adopted on behalf of the District authorizing (A) the execution and delivery of an indenture supplemental to this Indenture authorizing such Additional Bonds, (B) the execution and delivery of an amendment to the Facilities Lease reflecting the additional amounts required under the Facilities Lease, (C) the execution and delivery of the amendments to the Standby Bond Purchase Agreement and Capital Call Agreement described in Section 2.23(d) hereof, and (D) if the purpose of the Additional Bonds includes refunding, the payment and redemption of the Bonds to be refunded; (iv) each if the purpose of the Additional Series Bonds includes refunding, certification by the District that (A) notice of redemption of the Bonds to be refunded has recourse only been duly given or that provision has been made therefor, and (B) the proceeds of the issue plus any other amounts stated to be available for the purpose will be sufficient to pay the principal or redemption price of such Bonds at maturity or on the redemption date plus interest accrued to such date or dates, together with all other costs and expenses related to the securitized property created by the Financing Order or any Subsequent Financing Order, as the case may be, and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer if revenue from the securitized surcharges and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in fullrefunding; (v) originally executed counterparts of (A) an indenture supplemental to this Indenture setting forth the Issuer has provided date or dates of the Additional Bonds, the rate or rates of interest on the Additional Bonds, the time or times of payment of the interest thereon and the principal thereof, the redemption provisions with respect thereto, and other details with respect to the Indenture Trustee and the Rating Agencies then rating Additional Bonds, (B) any series of the Issuer’s Outstanding Bonds an Opinion of Counsel of a nationally recognized law firm experienced in such matters amendment to the effect that such issuance would not result in the Issuer’s substantive consolidation with Kentucky Power and that there has been a true sale of the securitized property for Facilities Lease relating to such Additional Series, subject Bonds and (C) any amendment to the customary exceptions, qualifications and assumptions contained thereinStandby Bond Purchase Agreement relating to such Additional Bonds; (vi) transaction documentation for an opinion of counsel addressed to the Additional Series provides Trustee stating that the supplemental indenture trustee on behalf complies with Article IX of holders this Indenture, and that all conditions precedent to the execution and delivery of the securitized bonds of the Additional Series will not file or join in filing of any bankruptcy petition against the Issuersuch documents have been met; (vii) if holders such customary opinions of counsel and officer’s certificates as are reasonably requested by the Trustee or counsel to the underwriter for the Additional Bonds, including, but not limited to, with respect to the existence and good standing of the District and the Company, the authorization, validity, and enforceability of such supplemental indenture, the Additional Bonds, any amendment to the Facilities Lease and any amendment to the Standby Bond Purchase Agreement, and other matters regarding the execution and delivery of such documents and the issuance of such Additional Series are deemed to have any interest in any of the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest in the collateral dedicated to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreement; (viii) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with an opinion of Bond Counsel addressed to the related servicing agreement District and the Intercreditor AgreementTrustee to the effect that the issuance of the proposed Additional Bonds will not cause the interest on Outstanding Bonds to be includable in the gross income of the owners thereof for purposes of federal income taxation; (ix) no a written order to the Trustee by the District to authenticate, if necessary, and deliver the Additional Series will be issued under this IndentureBonds to the purchasers therein identified, upon payment to the Trustee for the account of the District of the sum specified in such written order. Such written order shall direct the Trustee as to the disposition of the proceeds of such Additional Bonds; and (x) such other documents and/or agreements as may reasonably be requested by the Trustee or Bond Counsel. (f) Interest on such Additional Bonds shall be payable only on February 1 and/or August 1 of each year, and the principal thereof shall neither be due nor subject to mandatory redemption or mandatory purchase on a date other than the Initial Bonds Remarketing Date for the Initial Bonds then Outstanding. (g) Each series of Additional Series will bear its own independent manager feesBonds issued pursuant to this Section shall be issued and secured under this Indenture equally and ratably with respect to all Bonds then Outstanding, indenture trustee fees, servicer fees and administration feesby the Trust Estate in accordance with the terms hereof. Each series of Additional Bonds shall be approved by the Texas Attorney General to the extent required by applicable State law at the time of the issuance thereof.

Additional Bonds. After the issuance of the Bonds pursuant to the First Supplemental Indenture and the Second Supplemental Indenture, and subject to receipt by the Trustee of the documents listed below, the Issuer may issue one or more series of Additional Bonds to pay the cost of completing the Project, to pay the cost of acquiring, constructing, equipping or completing Project Enhancements, to refund all or part of a Series of Bonds, or for any combination of such purposes. Each Series of Additional Bonds shall be issued pursuant to a Supplemental Indenture. If such Series of Additional Bonds will be Senior ▇▇▇▇ ▇▇▇▇▇ they shall be equally and ratably secured under the Indenture with all other Senior ▇▇▇▇ ▇▇▇▇▇, without preference, priority or distinction of any Senior ▇▇▇▇ ▇▇▇▇▇ over any other Senior ▇▇▇▇ ▇▇▇▇▇. If such Series of Additional Bonds will be Subordinate ▇▇▇▇ ▇▇▇▇▇ they shall be equally and ratably secured under the Indenture with other Subordinate ▇▇▇▇ ▇▇▇▇▇, without preference, priority or distinction of any Subordinate ▇▇▇▇ ▇▇▇▇▇ over any other Subordinate ▇▇▇▇ ▇▇▇▇▇. The proceeds of such Additional Bonds may be used to pay costs of their issuance. All such Additional Bonds shall be of such denomination or denominations, bear such date or dates, bear interest at such rate or rates, have such maturity date or dates, redemption dates and redemption premiums, contain an appropriate series designation and be issued at such price as shall be provided for in the applicable Supplemental Indenture. Additional Bonds may be issued, without condition or qualification, for the limited purpose of funding Safety Compliance Orders, subject to the requirements of the Initial Loan Agreement set forth in clause (ix) of the definition of Permitted Indebtedness therein and the TIFIA Loan Agreement set forth in clause (ix) of the definition of Permitted Debt therein. The Trustee shall authenticate and deliver such Additional Bonds, but only upon receipt by the Trustee of the following: (a) Following A certificate of the issuance Issuer, signed by an Issuer Representative, dated as of the date of delivery of such Additional Bonds, stating that as of the date of such certificate, no event or condition has happened or existed, or is happening or existing, that constitutes, or that, with notice or lapse of time or both, would constitute, an Event of Default by the Commission of any Subsequent Financing Order or pursuant to remaining authority Issuer under the Financing Order, the Issuer may, in its sole discretion but subject to the terms contained in this Section 3.19, acquire additional and separate “securitized property” (as defined in the Act) and issue an Additional Series under any such subsequent indenture that are backed by such separate additional securitized property. Any Additional Series may include terms and provisions unique to such Additional Series.Indenture (b) In addition to all applicable requirements set forth in any subsequent indenture for any A certificate of the Borrower, signed by a Borrower Representative, dated as of the date of delivery of such Additional SeriesBonds, requesting the following conditions must be satisfied in connection with any issuance and approving the terms of an the Additional Series: Bonds and stating (i) Kentucky Power has existing authority under the Financing Order to issue additional securitized bonds or Kentucky Power requests and receives a Subsequent Financing Order from the Commission to recover additional securitized costs through Borrower is in compliance with each Loan Agreement, (ii) the issuance of additional securitized bondsthe Additional Bonds will not cause an Event of Default or covenant violation under any Loan Agreement or other Collateral Documents, and (iii) either that (A) as of the date of such certificate no event or condition has happened or has existed, or is happening or existing, that constitutes, or that, with notice or lapse of time or both, would constitute, a Loan Agreement Event of Default under any Loan Agreement or (B) if any such event or condition is happening or existing, specifying such event or condition and stating that such event or condition will be corrected promptly after the issuance of such Additional Bonds directly by the application of the proceeds of such Additional Bonds; (c) A certified copy of a resolution or resolutions of (i) the Issuer authorizing (A) the execution and delivery of a Loan Agreement with respect to the making of a Loan to the Borrower of the proceeds of such Additional Bonds, (B) the execution and delivery of a Supplemental Indenture with respect to such Additional Bonds, and (C) the issuance, award, execution and delivery of such Additional Bonds and (ii) Kentucky Power must serve as initial servicer and administrator for such Additional Series and that the servicer and Borrower authorizing the administrator cannot be replaced without the requisite approval execution of the holders of all Bonds then-OutstandingLoan Agreement referred to in clause (i)(A); (iiid) satisfaction If such Additional Bonds are Senior ▇▇▇▇ ▇▇▇▇▇, a certified or bank cashier’s check or federal funds wire or investments, letters of credit or surety bond policies qualifying for investment of amounts in the Rating Agency ConditionDebt Service Reserve Fund in the amount, if any, necessary, together with any funds provided from the proceeds of such Additional Bonds, to increase the amount in the Debt Service Reserve Fund to not less than the Cumulative Debt Service Reserve Fund Requirement applicable after the issuance of such Additional Bonds; (ive) each If such Additional Series has recourse only to Bonds are for the securitized property created by purpose of completing the Financing Order Project or any Subsequent Financing OrderProject Enhancements for which Bonds have previously been issued, a written statement of the Independent Engineer setting forth the Independent Engineer’s (i) estimate of the cost of completing the Project or the applicable Project Enhancements and the date on which the Project or the applicable Project Enhancements will be completed and (ii) opinion that the proceeds of such Additional Bonds, together with any other moneys available for such purpose, will be sufficient to pay the cost of completing the Project or the applicable Project Enhancements; provided, that the aggregate principal amount of such Additional Bonds shall not be in an amount greater than 10% of the aggregate principal amount of the Bonds issued to finance the Project or the applicable Project Enhancements, as the case may be, and funds on deposit in the trust accounts held by the trustee or securities intermediary under the indenture with respect to such Additional Series, is nonrecourse to the Cost Recovery Property securing the Bonds and does not constitute a claim against the Issuer if revenue from the securitized surcharges and funds on deposit in the trust accounts with respect to such Additional Series are insufficient to pay such other series in full; (vf) If such Additional Bonds are Senior ▇▇▇▇ ▇▇▇▇▇ for each 12-month period (beginning on the first day of the first month after the issuance of such Additional Bonds and through the period ending on the latest maturity date of the Senior ▇▇▇▇ ▇▇▇▇▇ then Outstanding immediately prior to the issuance of such Additional Bonds), the Senior Debt Service Coverage Ratio, calculated in accordance with the Calculations and Forecasting Agreement, shall be required to be projected to be at least 1.50 to 1.00, taking the proposed Additional Bonds into account, as shown by forecasted statements of Revenues and Operating Costs for such period, accompanied by a statement of the relevant assumptions upon which such forecasted statements are based; (g) If such Additional Bonds are Subordinate ▇▇▇▇ ▇▇▇▇▇, calculated in accordance with the Calculations and Forecasting Agreement, for each 12-month period (beginning on the first day of the first month after the issuance of such Additional Bonds and through the period ending on the latest maturity date of the Senior ▇▇▇▇ ▇▇▇▇▇ and Subordinate ▇▇▇▇ ▇▇▇▇▇ then Outstanding immediately prior to the issuance of such Additional Bonds), the Senior Debt Service Coverage Ratio shall be required to be projected to be at least 1.50 to 1.00 and the Total Debt Service Coverage Ratio, calculated in accordance with the Calculations and Forecasting Agreement, shall be required to be projected to be at least 1.20 to 1.00, taking the proposed Additional Bonds into account, as shown by forecasted statements of revenues and expenses for such period, accompanied by a statement of the relevant assumptions upon which such forecasted statements are based; (h) If such Additional Bonds are for the purpose of refunding all or part of one or more Series of Senior ▇▇▇▇ ▇▇▇▇▇, (i) If the Bonds to be refunded are to be redeemed prior to maturity, irrevocable instructions from the Borrower and the Issuer, to redeem all Bonds to be redeemed and such evidence as the Trustee deems appropriate as to the adequacy of funds to provide for such redemption and/or payment; and (ii) If all Outstanding Bonds are not to be refunded, either (i) computations (prepared or verified by an independent public accountant), showing that throughout the period beginning on the date of the issuance of the Additional Bonds and ending 12 months after the final maturity of all Bonds outstanding immediately prior to the issuance of such Additional Bonds (other than Bonds being refunded from the proceeds of the Additional Bonds), the Maximum Annual Debt Service (taking into account the issuance of such Additional Bonds) would not be more than the Maximum Annual Debt Service immediately prior to the issuance of such Additional Bonds, or (ii) a certificate meeting the requirements of subsections (f) or (g), as applicable, of this Section 3.2. (i) A certificate of the Department that the Borrower is in compliance with the Amended and Restated Comprehensive Agreement, delivered after the Trustee has given notice of the proposed issuance of such Additional Bonds to the Department. (j) An original executed counterpart of a Supplemental Indenture authorizing the issuance of the Additional Bonds and an original executed counterpart of a Loan Agreement under which the Issuer has provided agrees to lend the entire proceeds of such Additional Bonds to the Borrower; (k) An executed Note issued in an aggregate principal amount at least equal to the principal amount of such Bonds, assigned by the Issuer to the Trustee; (l) An opinion of counsel that the Supplemental Indenture Trustee referred to in paragraph (j) above has been properly authorized, executed and delivered by the Rating Agencies then rating any series parties thereto and represents such parties’ legal, valid and binding obligations; (m) An opinion of the Issuer’s Outstanding Bonds an Opinion of Counsel of a nationally recognized law firm experienced in such matters counsel to the effect that such issuance would not result in each of the Issuer’s substantive consolidation with Kentucky Power Loan Agreement, the Note and that there the assignment of the Note by the Issuer has been a true sale of the securitized property for properly authorized, executed and delivered and represent such Additional Seriesparties’ legal, subject to the customary exceptions, qualifications valid and assumptions contained thereinbinding obligations; (vin) transaction documentation for An opinion of Bond Counsel to the Additional Series provides effect that the indenture trustee on behalf issuance of holders such Additional Bonds is permitted under the terms of the securitized bonds Indenture and has been duly authorized by the relevant parties and that the issuance of such Additional Bonds will have no adverse effect upon the Additional Series will not file or join in filing exemption from federal income taxation of interest on any bankruptcy petition against the IssuerBonds then outstanding; (viio) if holders A request and authorization of an Issuer Representative, to the Trustee to authenticate and deliver such Additional Bonds to such person or persons named therein upon payment to the Trustee for the account of the Issuer of a specified sum plus accrued interest to the date of delivery. Promptly on receipt thereof, the proceeds of such Additional Series are deemed to have any interest in any of Bonds shall be deposited by the Collateral dedicated to the Bonds, holders of such Additional Series must agree that (A) any such interest is subordinate to the claims and rights of the Holders of the Bonds and (B) that their interest Trustee as provided in the collateral dedicated Supplemental Indenture referred to the Additional Series is only a first priority perfected interest in the assets relating to the Additional Series, as the case may be, in accordance with the Intercreditor Agreement; subsection (viiij) each Additional Series will have its own bank accounts or trust accounts and funds for each Additional Series shall be remitted in accordance with the related servicing agreement and the Intercreditor Agreement; (ix) no Additional Series will be issued under this Indenture; and (x) each Additional Series will bear its own independent manager fees, indenture trustee fees, servicer fees and administration feesabove.