0001193125-09-246013 Sample Contracts

FORM OF ENVIRONMENTAL CONTROL PROPERTY SALE AGREEMENT between MP ENVIRONMENTAL FUNDING LLC Issuer and MONONGAHELA POWER COMPANY Seller Dated as of [ ], 20[ ]
Sale Agreement • December 2nd, 2009 • MP Environmental Funding LLC • Asset-backed securities • West Virginia

ENVIRONMENTAL CONTROL PROPERTY SALE AGREEMENT dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified from time to time, “this Agreement”), between MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Issuer”), and MONONGAHELA POWER COMPANY, an Ohio corporation, and its successors in interest to the extent permitted hereunder, as Seller (the “Seller”).

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MP ENVIRONMENTAL FUNDING LLC MONONGAHELA POWER COMPANY $[__,000,000] SENIOR SECURED ROC BONDS, ENVIRONMENTAL CONTROL SERIES B FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2009 • MP Environmental Funding LLC • Asset-backed securities • New York
FORM OF ENVIRONMENTAL CONTROL PROPERTY SERVICING AGREEMENT between MP ENVIRONMENTAL FUNDING LLC and MONONGAHELA POWER COMPANY Servicer Dated as of [ ], 20[__]
Re: Servicing Agreement • December 2nd, 2009 • MP Environmental Funding LLC • Asset-backed securities • West Virginia

ENVIRONMENTAL CONTROL PROPERTY SERVICING AGREEMENT dated as of [ ], 20[__], between MP Environmental Funding LLC, a Delaware limited liability company (the “Issuer”), and Monongahela Power Company (“Mon Power”), an Ohio corporation, doing business as Allegheny Power, as the servicer of the Environmental Control Property (together with each successor to Mon Power (in the same capacity) pursuant to Section 5.03 or 6.04, the “Servicer”).

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