Common use of Irrevocable; Process Valid; No Litigation; Etc Clause in Contracts

Irrevocable; Process Valid; No Litigation; Etc. (a) The Financing Order has been issued by the PSCWV in accordance with the Statute and in compliance with all applicable Requirements of Law. The Financing Order became effective pursuant to the Statute, is in full force and effect and is final and nonappealable (b) As of the date of issuance of any Series of Environmental Control Bonds, such Environmental Control Bonds are entitled to the protections provided by the Statute, the Financing Order is not subject to impairment, and the rights to impose, collect and adjust the Environmental Control Charges are irrevocable and not subject to impairment or adjustment, except for the periodic True-Up Adjustments to the Environmental Control Charges provided for in the Financing Order. (c) Under the Statute, the State of West Virginia has pledged (the “State Pledge”) that it will not take or permit any action that impairs the value of the Environmental Control Property or, except as allowed in connection with the True-Up Adjustments, reduce, alter or impair the Environmental Control Charges that are imposed, collected or remitted for the benefit of the Environmental Control Bondholders, until any principal, interest and redemption premium in respect of the Environmental Control Bonds, all financing costs and all amounts to be paid under any ancillary agreement are paid or performed in full, or other charges incurred or contracts to be performed in connection with the Environmental Control Bonds are paid or performed in full. (d) Under the Contract Clauses of the Constitutions of the State of West Virginia and the United States, the State of West Virginia could not, absent a demonstration that such action was necessary to serve a significant and legitimate public purpose, repeal or amend the Statute, nor could the State of West Virginia (or the PSCWV in exercising its legislative powers) take any action or fail to take any action required by the State Pledge if the repeal or amendment, or the action or inaction, would substantially limit, alter, impair or reduce the value of the Environmental Control Property or the Environmental Control Charges. (e) Under applicable West Virginia constitutional principles relating to the impairment of liens, the State of West Virginia could not enact legislation (other than a law passed by the State of West Virginia in the valid exercise of the state’s police power) that repeals the State Pledge or limits, alters, impairs or reduces the value of the Environmental Control Property or the Environmental Control Charges so as to impair (i) the terms of the Indenture or the Environmental Control Bonds or (ii) the rights and remedies of the Environmental Control Bondholders (or the Indenture Trustee acting on their behalf) prior to the time that the Environmental Control Bonds are fully paid and discharged if such action would prevent the payment of the Environmental Control Bonds or would significantly affect the security for the Environmental Control Bonds. (f) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Statute, Financing Order, Environmental Control Property or Environmental Control Charges, or any rights arising under them, or that seeks to enjoin the performance of any obligations under the Financing Order. (g) No other approval, authorization, consent, order or other action of, or filing with, any Governmental Authority is required in connection with the creation of the Environmental Control Property, except those that have been obtained or made. (h) Except as described in Exhibit B, there are no proceedings or investigations challenging the Financing Order or the Statute pending, or to the best of the Seller’s knowledge, threatened before any Governmental Authority having jurisdiction over the Seller or its properties. (i) No failure on the 20[ ] Sale Date or any Subsequent Sale Date or any time thereafter to satisfy any condition imposed by the Statute with respect to the recovery of Environmental Control Costs will have a material adverse affect on the creation or contribution hereunder of Environmental Control Property or the right to collect Environmental Control Charges. (j) The voters of the State of West Virginia have no right of referendum or initiative to amend, repeal or revoke the Statute in a manner that would impair the security of the Environmental Control Bondholders.

Irrevocable; Process Valid; No Litigation; Etc. (a) The Financing Order has been issued by the PSCWV in accordance with the Statute and in compliance with all applicable Requirements of Law. The Financing Order became effective pursuant to the Statute, is in full force and effect and is final and nonappealable (b) As of the date of issuance of any Series of Environmental Control Bonds, such Environmental Control Bonds are entitled to the protections provided by the Statute, the Financing Order is not subject to impairmentrevocable, and the rights to impose, collect and adjust the Environmental Control Charges are irrevocable and not subject to impairment or adjustment, except for the periodic True-Up Adjustments to the Environmental Control Charges provided for in the Financing Order. (c) Under the Statute, the State of West Virginia has pledged (the “State Pledge”) that it will not take or permit any action that impairs the value of the Environmental Control Property or, except as allowed in connection with the True-Up Adjustments, reduce, alter or impair the Environmental Control Charges that are imposed, collected or remitted for the benefit of the Environmental Control Bondholders, any assignee, and any financing parties until any principal, interest and redemption premium in respect of the Environmental Control Bonds, all financing costs and all amounts to be paid under any ancillary agreement are paid or performed in full, or other charges incurred or contracts to be performed in connection with the Environmental Control Bonds are paid or performed in full. (d) Under the Contract Clauses of the Constitutions of the State of West Virginia and the United States, the State of West Virginia could not, absent a demonstration that such action was necessary to serve a significant and legitimate public purpose, repeal or amend the Statute, nor could the State of West Virginia (or the PSCWV in exercising its legislative powers) take any action or fail to take any action required by the State Pledge if the repeal or amendment, or the action or inaction, would substantially limit, alter, impair or reduce the value of the Environmental Control Property or the Environmental Control Charges. (e) Under applicable West Virginia constitutional principles relating to the impairment of liens, the State of West Virginia could not enact legislation (other than a law passed by the State of West Virginia in the valid exercise of the state’s police power) that repeals the State Pledge or limits, alters, impairs or reduces the value of the Environmental Control Property or the Environmental Control Charges so as to impair (i) the terms of the Indenture or the Environmental Control Bonds or (ii) the rights and remedies of the Environmental Control Bondholders (or the Indenture Trustee acting on their behalf) prior to the time that the Environmental Control Bonds are fully paid and discharged if such action would prevent the payment of the Environmental Control Bonds or would significantly affect the security for the Environmental Control Bonds. (f) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Statute, Financing Order, Environmental Control Property or Environmental Control Charges, or any rights arising under any of them, or that seeks to enjoin the performance of any obligations under the Financing OrderOrder which is materially adverse to the position of the Environmental Control Bondholders. (g) No other approval, authorization, consent, order or other action of, or filing with, any Governmental Authority is required in connection with the creation of the Environmental Control Property, except those that have been obtained or made. (h) Except as described in Exhibit B, there are no proceedings or investigations challenging the Financing Order or the Statute pending, or to the best of the Seller’s knowledge, threatened before any Governmental Authority having jurisdiction over the Seller or its properties. (i) No failure on the 20[ ] 2009 Sale Date or any Subsequent Sale Date or any time thereafter to satisfy any condition imposed by the Statute with respect to the recovery of Environmental Control Costs will have a material adverse affect on the creation or contribution sale hereunder of Environmental Control Property or the right to collect Environmental Control Charges. (j) The voters of the State of West Virginia have no right of referendum or initiative to amend, repeal or revoke the Statute in a manner that would impair the security of the Environmental Control Bondholders. Notwithstanding anything in this Agreement to the contrary, the Seller makes no representation that amounts collected will be sufficient to meet the obligations on the Environmental Control Bonds.

Irrevocable; Process Valid; No Litigation; Etc. (a) The Financing Order has been issued by the PSCWV in accordance with the Statute and in compliance with all applicable Requirements of Law. The Financing Order became effective pursuant to the Statute, is in full force and effect and is final and nonappealable. (b) As of the date of issuance of any Series of Environmental Control Bonds, such Environmental Control Bonds are entitled to the protections provided by the Statute, the Financing Order is not subject to impairmentrevocable, and the rights to impose, collect and adjust the Environmental Control Charges are irrevocable and not subject to impairment or adjustment, except for the periodic True-Up Adjustments to the Environmental Control Charges provided for in the Financing Order. (c) Under the Statute, the State of West Virginia has pledged (the “State Pledge”) that it will not take or permit any action that impairs the value of the Environmental Control Property or, except as allowed in connection with the True-Up Adjustments, reduce, alter or impair the Environmental Control Charges that are imposed, collected or remitted for the benefit of the Environmental Control Bondholders, any assignee, and any financing parties until any principal, interest and redemption premium in respect of the Environmental Control Bonds, all financing costs and all amounts to be paid under any ancillary agreement are paid or performed in full, or other charges incurred or contracts to be performed in connection with the Environmental Control Bonds are paid or performed in full. (d) Under the Contract Clauses of the Constitutions of the State of West Virginia and the United States, the State of West Virginia could not, absent a demonstration that such action was necessary to serve a significant and legitimate public purpose, repeal or amend the Statute, nor could the State of West Virginia (or the PSCWV in exercising its legislative powers) take any action or fail to take any action required by the State Pledge if the repeal or amendment, or the action or inaction, would substantially limit, alter, impair or reduce the value of the Environmental Control Property or the Environmental Control Charges. (e) Under applicable West Virginia constitutional principles relating to the impairment of liens, the State of West Virginia could not enact legislation (other than a law passed by the State of West Virginia in the valid exercise of the state’s police power) that repeals the State Pledge or limits, alters, impairs or reduces the value of the Environmental Control Property or the Environmental Control Charges so as to impair (i) the terms of the Indenture or the Environmental Control Bonds or (ii) the rights and remedies of the Environmental Control Bondholders (or the Indenture Trustee acting on their behalf) prior to the time that the Environmental Control Bonds are fully paid and discharged if such action would prevent the payment of the Environmental Control Bonds or would significantly affect the security for the Environmental Control Bonds. (f) There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Statute, Financing Order, Environmental Control Property or Environmental Control Charges, or any rights arising under any of them, or that seeks to enjoin the performance of any obligations under the Financing OrderOrder which is materially adverse to the position of the Environmental Control Bondholders. (g) No other approval, authorization, consent, order or other action of, or filing with, any Governmental Authority is required in connection with the creation of the Environmental Control Property, except those that have been obtained or made. (h) Except as described in Exhibit B, there are no proceedings or investigations challenging the Financing Order or the Statute pending, or to the best of the Seller’s knowledge, threatened before any Governmental Authority having jurisdiction over the Seller or its properties. (i) No failure on the 20[ ] 2009 Sale Date or any Subsequent Sale Date or any time thereafter to satisfy any condition imposed by the Statute with respect to the recovery of Environmental Control Costs will have a material adverse affect on the creation or contribution sale hereunder of Environmental Control Property or the right to collect Environmental Control Charges. (j) The voters of the State of West Virginia have no right of referendum or initiative to amend, repeal or revoke the Statute in a manner that would impair the security of the Environmental Control Bondholders. Notwithstanding anything in this Agreement to the contrary, the Seller makes no representation that amounts collected will be sufficient to meet the obligations on the Environmental Control Bonds.