0001104659-14-045154 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CONSUMERS 2014 SECURITIZATION FUNDING LLC Dated and Effective as of
Limited Liability Company Agreement • June 10th, 2014 • Consumers 2014 Securitization Funding LLC • Electric & other services combined • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CONSUMERS 2014 SECURITIZATION FUNDING LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [ ] [ ], 2014 by CONSUMERS ENERGY COMPANY, a Michigan corporation (including any additional or successor members of the Company other than Special Members, the “Member”).

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INDENTURE by and between CONSUMERS 2014 SECURITIZATION FUNDING LLC, Issuer and THE BANK OF NEW YORK MELLON, Indenture Trustee and Securities Intermediary Dated as of [ ], 2014
Indenture • June 10th, 2014 • Consumers 2014 Securitization Funding LLC • Electric & other services combined • Michigan

This INDENTURE, dated as of [ ], 2014, is by and between CONSUMERS 2014 SECURITIZATION FUNDING LLC, a Delaware limited liability company, and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as trustee for the benefit of the Secured Parties and in its separate capacity as a securities intermediary.

SECURITIZATION PROPERTY PURCHASE AND SALE AGREEMENT by and between CONSUMERS 2014 SECURITIZATION FUNDING LLC, Issuer and CONSUMERS ENERGY COMPANY, Seller Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of [ ], 2014
Securitization Property Purchase and Sale Agreement • June 10th, 2014 • Consumers 2014 Securitization Funding LLC • Electric & other services combined • Michigan

This SECURITIZATION PROPERTY PURCHASE AND SALE AGREEMENT, dated as of [ ], 2014, is by and between CONSUMERS 2014 SECURITIZATION FUNDING LLC, a Delaware limited liability company, and Consumers Energy Company, a Michigan corporation, and acknowledged and accepted by The Bank of New York Mellon, as indenture trustee.

ADMINISTRATION AGREEMENT
Administration Agreement • June 10th, 2014 • Consumers 2014 Securitization Funding LLC • Electric & other services combined • Michigan

This ADMINISTRATION AGREEMENT, dated as of [ ], 2014, is entered into by and between CONSUMERS ENERGY COMPANY, as administrator, and CONSUMERS 2014 SECURITIZATION FUNDING LLC, a Delaware limited liability company.

CONSUMERS 2014 SECURITIZATION FUNDING LLC CONSUMERS ENERGY COMPANY $[ ] SENIOR SECURED SECURITIZATION BONDS, SERIES 2014A UNDERWRITING AGREEMENT
Underwriting Agreement • June 10th, 2014 • Consumers 2014 Securitization Funding LLC • Electric & other services combined • New York
SECURITIZATION PROPERTY SERVICING AGREEMENT by and between CONSUMERS 2014 SECURITIZATION FUNDING LLC, Issuer and CONSUMERS ENERGY COMPANY, Servicer Acknowledged and Accepted by The Bank of New York Mellon, as Indenture Trustee Dated as of [ ], 2014
Securitization Property Servicing Agreement • June 10th, 2014 • Consumers 2014 Securitization Funding LLC • Electric & other services combined • Michigan

This SECURITIZATION PROPERTY SERVICING AGREEMENT, dated as of [ ], 2014, is by and between CONSUMERS 2014 SECURITIZATION FUNDING LLC, a Delaware limited liability company, as issuer, and CONSUMERS ENERGY COMPANY, a Michigan corporation, as servicer, and acknowledged and accepted by The Bank of New York Mellon, as indenture trustee.

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