Common use of Additional Recovery Bonds Clause in Contracts

Additional Recovery Bonds. (a) Following the issuance by the CPUC of any Subsequent Financing Order, the Issuer may, in its sole discretion but subject to the terms contained in this Section 3.23, acquire additional and separate Series Collateral and issue Additional Recovery Bonds under any such Subsequent Indenture that are backed by such separate additional Series Collateral. Any Additional Recovery Bonds may include terms and provisions unique to such Additional Recovery Bonds. (b) The Issuer shall not issue any Additional Recovery Bonds if such Additional Recovery Bonds would result in the then-current ratings on any Outstanding Recovery Bonds or Additional Recovery Bonds being reduced or withdrawn. (c) SCE shall serve as the initial servicer and administrator for all Additional Recovery Bonds, and SCE as initial servicer and administrator cannot be removed or replaced without the requisite approval of all series of Additional Recovery Bonds, in each case in accordance with the terms of the related Subsequent Indenture and the related servicing agreement and administration agreement entered into pursuant to such Subsequent Indenture. (d) In addition to all applicable requirements set forth in any Subsequent Indenture for any Additional Recovery Bonds, the following conditions must be satisfied in connection with any issuance of Additional Recovery Bonds: (i) satisfaction of the Rating Agency Condition; (ii) Additional Recovery Bonds under any Subsequent Indenture shall have recourse only to the recovery property created by such Subsequent Indenture and funds on deposit in the trust accounts held by the indenture trustee with respect to such Additional Recovery Bonds, shall be nonrecourse to the Recovery Property securing the Recovery Bonds and shall not constitute a claim against the Issuer if revenue from the fixed recovery charges is insufficient to pay such Additional Recovery Bonds in full; (iii) the Issuer has delivered to the Indenture Trustee and each Rating Agency then rating any Series of Outstanding recovery bonds (including without limitation, the Recovery Bonds) an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Issuer with those of the bankruptcy estate of the Seller and that there has been a true sale of the Series Property with respect to such Additional Recovery Bonds, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate from the Issuer certifying that the Additional Recovery Bonds shall have the benefit of a true-up adjustment substantially similar to the True-Up Adjustment; (v) the transaction documentation for such Additional Recovery Bonds provides that holders of such Additional Recovery Bonds will not file or join in the filing of any bankruptcy petition against the Issuer; (vi) if the holders of any Additional Recovery Bonds under any Subsequent Indenture are deemed to have any interest in any of the Series Collateral pledged under any other indenture (including this Indenture and any other Subsequent Indenture) or any supplemental indenture (including the Series Supplement hereunder and any series supplement under any such other Subsequent Indenture) (in each case, other than the Subsequent Indenture and related series supplement with respect to such Additional Recovery Bonds), the Holders of such Additional Recovery Bonds must agree that any such interest is subordinate to the claims and rights of the holders of any other recovery bonds (including the Recovery Bonds) in accordance with the related intercreditor agreement; (vii) the Additional Recovery Bonds under any Subsequent Indenture shall have a separate collection account; (viii) no series of Additional Recovery Bonds shall be issued under this Indenture; and (ix) the Additional Recovery Bonds shall bear its own trustee fees and servicer fees and its own administration fee or a pro rata portion of fees due under the Administration Agreement (as applicable).

Additional Recovery Bonds. (a) Following the issuance by the CPUC of any Subsequent Financing Order, the Issuer may, in its sole discretion but subject to the terms contained in this Section 3.23, acquire additional and separate Series Collateral and issue Additional Recovery Bonds under any such Subsequent Indenture that are backed by such separate additional Series Collateral. Any Additional Recovery Bonds may include terms and provisions unique to such Additional Recovery Bonds. (b) The Issuer shall not issue any Additional Recovery Bonds if such Additional Recovery Bonds would result in the then-current ratings on any Outstanding Recovery Bonds or Additional Recovery Bonds being reduced or withdrawn. (c) SCE shall serve as the initial servicer and administrator for all Additional Recovery Bonds, and SCE as initial servicer and administrator cannot be removed or replaced without the requisite approval of all series of Additional Recovery Bonds, in each case in accordance with the terms of the related Subsequent Indenture and the related servicing agreement and administration agreement entered into pursuant to such Subsequent Indenture. (d) In addition to all applicable requirements set forth in any Subsequent Indenture for any Additional Recovery Bonds, the following conditions must be satisfied in connection with any issuance of Additional Recovery Bonds: (i) satisfaction of the Rating Agency ConditionCondition for the Recovery Bonds shall have been satisfied and such new Additional Recovery Bonds shall receive from any Rating Agency the rating required by the Subsequent Financing Order for such new Additional Recovery Bonds; (ii) Additional Recovery Bonds under any Subsequent Indenture shall have recourse only to the recovery property created by such Subsequent Indenture and funds on deposit assets pledged in the trust accounts held by the indenture trustee connection with respect to such Additional Recovery Bonds, shall be nonrecourse to any of the Recovery Property securing the Recovery Bonds Issuer’s other assets and shall not constitute a claim against the Issuer if revenue cash flow from the fixed recovery charges pledged assets is insufficient to pay such Additional Recovery Bonds in full; (iii) the Issuer has delivered to the Indenture Trustee and each Rating Agency then rating any Series of Outstanding recovery bonds (including without limitation, the Recovery Bonds) an Opinion of Counsel of a nationally recognized firm experienced in such matters to the effect that after such issuance, in the opinion of such counsel, if the Seller were to become a debtor in a case under the United States Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction and exercising reasonable judgment after full consideration of all relevant factors would not order substantive consolidation of the assets and liabilities of the Issuer with those of the bankruptcy estate of the Seller and that there has been a true sale of the Series Property with respect to such Additional Recovery Bonds, subject to the customary exceptions, qualifications and assumptions contained therein; (iv) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate from the Issuer certifying that the Additional Recovery Bonds shall have the benefit of a true-up adjustment substantially similar to the True-Up Adjustment; (v) the transaction documentation for such Additional Recovery Bonds provides that holders of such Additional Recovery Bonds will not file or join in the filing of any bankruptcy petition against the Issuer; (vi) if the holders of any Additional Recovery Bonds under any Subsequent Indenture are deemed to have any interest in any of the Series Collateral pledged under any other indenture (including this Indenture and any other Subsequent Indenture) or any supplemental indenture (including the Series Supplement hereunder and any series supplement under any such other Subsequent Indenture) (in each case, other than the Subsequent Indenture and related series supplement with respect to such Additional Recovery Bonds), the Holders of such Additional Recovery Bonds must agree that any such interest is subordinate to the claims and rights of the holders of any other recovery bonds (including the Recovery Bonds) in accordance with the related intercreditor agreement); (vii) the Additional Recovery Bonds under any Subsequent Indenture shall have a separate collection account; (viii) no series of Additional Recovery Bonds shall be issued under this Indenture; and (ix) the Additional Recovery Bonds shall bear its own trustee fees and servicer fees and its own administration fee or a pro rata portion of fees due under the Administration Agreement (as applicable).