0001193125-09-247388 Sample Contracts

FORM OF ENVIRONMENTAL CONTROL PROPERTY SALE AGREEMENT between PE ENVIRONMENTAL FUNDING LLC Issuer and THE POTOMAC EDISON COMPANY Seller Dated as of [ ], 20[ ]
Sale Agreement • December 4th, 2009 • PE 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 PE ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Issuer”), and THE POTOMAC EDISON COMPANY, a Maryland and Virginia corporation, and its successors in interest to the extent permitted hereunder, as Seller (the “Seller”).

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FORM OF ENVIRONMENTAL CONTROL PROPERTY SERVICING AGREEMENT between PE ENVIRONMENTAL FUNDING LLC and THE POTOMAC EDISON COMPANY Servicer Dated as of [ ], 20[__]
Re: Servicing Agreement • December 4th, 2009 • PE Environmental Funding LLC • Asset-backed securities • West Virginia

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

PE ENVIRONMENTAL FUNDING LLC THE POTOMAC EDISON COMPANY $[__,000,000] SENIOR SECURED ROC BONDS, ENVIRONMENTAL CONTROL SERIES B FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • December 4th, 2009 • PE Environmental Funding LLC • Asset-backed securities • New York
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