Form of Sale Agreement


    Exhibit
      10.1

     

    
      

    

     

    TRANSFERRED
      ENVIRONMENTAL CONTROL PROPERTY

    SALE
      AGREEMENT


     

    between

    


    MP
      ENVIRONMENTAL FUNDING LLC

     

    Issuer

     

    and


     

    MP
      RENAISSANCE FUNDING, LLC

     

    Seller


     

    Dated
      as
      of [_______________]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    

      
        	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 
	
                 ARTICLE
                  I

              	 
	 	 
	
                Definitions

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  1.01.

              	 	 	
                Definitions

              	 	 	
                3

              	 
	
                Section
                  1.02.

              	 	 	
                Other
                  Definitional Provisions

              	 	 	
                3

              	 
	 	 	 	
                 

              	 	 	 	 
	
                ARTICLE
                  II

              
	 	 	 	
                 

              	 	 	 	 
	
                Conveyance
                  of Transferred Environmental Control Property

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  2.01.

              	 	 	
                Conveyance
                  of Initial Transferred Environmental Control Property

              	 	 	
                4

              	 
	
                Section
                  2.02.

              	 	 	
                Conveyance
                  of Subsequent Transferred Environmental Control Property

              	 	 	
                5

              	 
	
                Section
                  2.03.

              	 	 	
                Conditions
                  to Conveyance of Transferred Environmental Control
                  Property

              	 	 	
                5

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  III

              	 
	 	 	 	
                 

              	 	 	 	 
	
                Representations
                  and Warranties of Seller

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  3.01.

              	 	 	
                Organization
                  and Good Standing

              	 	 	
                6

              	 
	
                Section
                  3.02.

              	 	 	
                Due
                  Qualification

              	 	 	
                6

              	 
	
                Section
                  3.03.

              	 	 	
                Power
                  and Authority

              	 	 	
                6

              	 
	
                Section
                  3.04.

              	 	 	
                Binding
                  Obligation

              	 	 	
                6

              	 
	
                Section
                  3.05.

              	 	 	
                No
                  Violation

              	 	 	
                7

              	 
	
                Section
                  3.06.

              	 	 	
                No
                  Proceedings

              	 	 	
                7

              	 
	
                Section
                  3.07.

              	 	 	
                Approvals

              	 	 	
                7

              	 
	
                Section
                  3.08.

              	 	 	
                The
                  Transferred Environmental Control Property

              	 	 	
                7

              	 
	
                Section
                  3.09.

              	 	 	
                The
                  Statute and the Financing Order

              	 	 	
                8

              	 
	
                Section
                  3.10.

              	 	 	
                State
                  Pledge

              	 	 	
                8

              	 
	
                Section
                  3.11.

              	 	 	
                The
                  Environmental Control Property Rights

              	 	 	
                9

              	 
	 	 	 	
                 

              	 	 	 	 
	
                ARTICLE
                  IV

              	 
	 	 	 	
                 

              	 	 	 	 
	
                Covenants
                  of the Seller

              	 
	 	 
	
                Section
                  4.01.

              	 	 	
                Existence
                  as a Limited Liability Company

              	 	 	
                9

              	 
	
                Section
                  4.02.

              	 	 	
                No
                  Liens or Conveyances

              	 	 	
                9

              	 
	
                Section
                  4.03.

              	 	 	
                Delivery
                  of Collections

              	 	 	
                10

              	 
	
                Section
                  4.04.

              	 	 	
                Notice
                  of Liens

              	 	 	
                10

              	 
	
                Section
                  4.05.

              	 	 	
                Compliance
                  with Law

              	 	 	
                10

              	 
	
                Section
                  4.06.

              	 	 	
                Use
                  of Proceeds

              	 	 	
                10

              	 
	
                Section
                  4.07.

              	 	 	
                Covenants
                  Related to Transferred Environmental Control Property

              	 	 	
                10

              	 
	
                Section
                  4.08.

              	 	 	
                Notice
                  of Indemnification Events

              	 	 	
                11

              	 


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  4.09.

              	 	 	
                Protection
                  of Title

              	 	 	
                11

              	 
	
                Section
                  4.10.

              	 	 	
                Taxes

              	 	 	
                12

              	 
	
                Section
                  4.11.

              	 	 	
                Notice
                  of Breach

              	 	 	
                12

              	 
	
                Section
                  4.12.

              	 	 	
                Termination

              	 	 	
                12

              	 
	
                Section
                  4.13.

              	 	 	
                Further
                  Covenants

              	 	 	
                12

              	 
	 	 	 	
                 

              	 	 	 	 
	
                ARTICLE
                  V

              	 
	 	 	 	
                 

              	 	 	 	 
	
                The
                  Seller

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  5.01.

              	 	 	
                Liability
                  of Seller; Indemnities

              	 	 	
                13

              	 
	
                Section
                  5.02.

              	 	 	
                Merger
                  or Consolidation of, or Assumption of the Obligations of,
                  Seller

              	 	 	
                14

              	 
	
                Section
                  5.03.

              	 	 	
                Limitation
                  on Liability of Seller and Others

              	 	 	
                15

              	 
	
                Section
                  5.04.

              	 	 	
                Opinions
                  of Counsel

              	 	 	
                15

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  VI

              	 
	 	 	 	 	 	 	 	 
	
                Miscellaneous
                  Provisions

              	 
	
                Section
                  6.01.

              	 	 	
                Amendment

              	 	 	
                16

              	 
	
                Section
                  6.02.

              	 	 	
                Notices

              	 	 	
                17

              	 
	
                Section
                  6.03.

              	 	 	
                Assignment

              	 	 	
                18

              	 
	
                Section
                  6.04.

              	 	 	
                Limitations
                  on Rights of Others

              	 	 	
                18

              	 
	
                Section
                  6.05.

              	 	 	
                Severability

              	 	 	
                18

              	 
	
                Section
                  6.06.

              	 	 	
                Separate
                  Counterparts

              	 	 	
                18

              	 
	
                Section
                  6.07.

              	 	 	
                Headings

              	 	 	
                18

              	 
	
                Section
                  6.08.

              	 	 	
                GOVERNING
                  LAW

              	 	 	
                18

              	 
	
                Section
                  6.09.

              	 	 	
                Assignment
                  to Indenture Trustee

              	 	 	
                18

              	 
	
                Section
                  6.10.

              	 	 	
                Nonpetition
                  Covenant

              	 	 	
                18

              	 
	
                Section
                  6.11.

              	 	 	
                Perfection

              	 	 	
                19

              	 
	
                Section
                  6.12.

              	 	 	
                Limitation
                  of Liability

              	 	 	
                19

              	 
	 	 	 	
                 

              	 	 	 	 
	
                Exhibit
                  A

              	 	 	
                Form
                  of Bill of Sale

              	 	 	
                 

              	 
	
                Exhibit
                  B

              	 	 	
                Pending
                  Litigation

              	 	 	
                 

              	 
	
                Appendix
                  A

              	 	 	
                Master
                  Definitions

              	 	 	
                 

              	 


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    TRANSFERRED
      ENVIRONMENTAL CONTROL PROPERTY SALE AGREEMENT dated as of [__________] (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
      MP RENAISSANCE FUNDING, LLC, a Delaware limited liability company, and its
      successors in interest to the extent permitted hereunder, as Seller (the
“Seller”).

     

    WHEREAS
      the Seller received a contribution from the Transferor of Environmental Control
      Property created pursuant to the Statute and the Financing Order;
      and

     

    WHEREAS
      the Issuer desires to purchase from time to time Transferred Environmental
      Control Property; and

     

    WHEREAS
      the Seller is willing to sell Transferred Environmental Control Property to
      the
      Issuer; and

     

    WHEREAS
      the Issuer, in order to finance the purchase of the Transferred Environmental
      Control Property, will from time to time issue Environmental Control Bonds
      under
      the Indenture; and

     

    WHEREAS
      the Issuer, to secure its obligations under all Environmental Control Bonds
      and
      the Indenture, will pledge its right, title and interest in the Transferred
      Environmental Control Property to the Indenture Trustee for the benefit of
      the
      Environmental Control Bondholders; and

     

    WHEREAS
      the Issuer has determined that the transactions contemplated by the Basic
      Documents are in the best interest of the Issuer and its creditors and represent
      a prudent and advisable course of action that does not impair the rights and
      interests of the Issuer’s creditors; and 

     

    WHEREAS
      the PSCWV or its attorney will enforce this Agreement pursuant to the Financing
      Order for the benefit of Customers to the extent permitted by applicable
      Requirements of Law.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants herein
      contained and intending to be legally bound hereby, the parties hereto agree
      as
      follows:

     

    ARTICLE
      I

     

    Definitions

     

    Section
      1.01.  Definitions.
      Capitalized terms used but not otherwise defined herein have the meanings
      assigned to them in Appendix A of this Agreement.

     

    Section
      1.02.  Other
      Definitional Provisions.
      (a)
      The
      words “hereof”, “herein”, “hereunder” and words of similar import when used in
      this Agreement shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement; Section, Schedule and 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Exhibit
      references contained in this Agreement are
      references to Sections, Schedules and Exhibits in or to this Agreement unless
      otherwise specified; and the term “including” shall mean “including without
      limitation”.

     

    (b)  The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms and to the masculine as well as to the
      feminine and neuter genders of such terms.

     

    ARTICLE
      II

     

    Conveyance
      of Transferred Environmental Control Property

     

    Section
      2.01.  Conveyance
      of Initial Transferred Environmental Control Property.
      (a)
      In
      consideration of the Issuer’s delivery to or upon the order of the Seller of
      $[___________], subject to the conditions specified in Section
      2.03,
      the
      Seller, pursuant to a Bill of Sale, will irrevocably sell, transfer, assign,
      set
      over and otherwise convey to the Issuer, without recourse (subject to the
      obligations herein), all right, title and interest of the Seller in and to
      the
      Initial Transferred Environmental Control Property created pursuant to the
      Statute and in accordance with the Financing Order (such sale, transfer,
      assignment, set over and conveyance of the Initial Transferred Environmental
      Control Property will include, to the fullest extent permitted by the Statute,
      the assignment of all revenues, collections, claims, rights, payments, money
      or
      proceeds of or arising from the Environmental Control Charges related to the
      Initial Transferred Environmental Control Property, as the same may be adjusted
      from time to time). Such sale, transfer, assignment, set over and conveyance
      will be expressly stated to be a sale and, pursuant to
      Section 24-2-4e(m)(1) of the Statute, shall be treated as an absolute
      transfer of all of the Seller’s right, title and interest (as in a true sale),
      and not as a pledge or other secured transaction, of the Initial Transferred
      Environmental Control Property. The Seller and the Issuer agree and confirm
      that
      after giving effect to the sale contemplated by such Bill of Sale, the Seller
      has no rights in the Initial Transferred Environmental Control Property to
      which
      a security interest of creditors of the Seller could attach because it has
      sold
      all rights in the Initial Transferred Environmental Control Property to the
      Issuer pursuant to Section 24-2-4e(m)(1) of the Statute. If such sale, transfer,
      assignment, setting over and conveyance is held by any court of competent
      jurisdiction not to be a true sale as provided in Section 24-2-4e(m)(1) of
      the Statute, then such sale, transfer, assignment, setting over and conveyance
      shall be treated as a pledge of the Initial Transferred Environmental Control
      Property and as the creation of a security interest (within the meaning of
      the
      Statute and the UCC) in the Initial Transferred Environmental Control Property
      and, without prejudice to its position that it has absolutely transferred all
      of
      its rights in the Initial Transferred Environmental Control Property to the
      Issuer, the Seller hereby grants a security interest in the Initial Transferred
      Environmental Control Property to the Issuer (and, to the extent necessary
      to
      qualify the grant as a security interest under the Statute and the UCC, to
      the
      Indenture Trustee for the benefit of the Environmental Control Bondholders
      to
      secure the right of the Issuer under the Basic Documents to receive the
      Environmental Control Charges and all other Transferred Environmental Control
      Property).

     

    (b)  Subject
      to the conditions specified in Section
      2.03,
      the
      Issuer, pursuant to a Bill of Sale, will purchase the Initial Transferred
      Environmental Control Property from the Seller for the consideration set forth
      in paragraph (a) above.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c)  The
      Seller and the Issuer each acknowledge and agree that the purchase price for
      the
      Initial Transferred Environmental Control Property sold pursuant to the Bill
      of
      Sale is equal to its fair market value at the time of sale.

     

    Section
      2.02.  Conveyance
      of Subsequent Transferred Environmental Control Property.
      The
      Seller may from time to time offer to sell additional Transferred Environmental
      Control Property to the Issuer, subject to the conditions specified in
Section
      2.03.
      If any
      such offer is accepted by the Issuer, such Subsequent Transferred Environmental
      Control Property shall be sold to the Issuer effective on the Subsequent Sale
      Date specified in the related Addition Notice, subject to the satisfaction
      or
      waiver of the conditions specified in Section
      2.03.

     

    Section
      2.03.  Conditions
      to Conveyance of Transferred Environmental Control Property.
      The
      Seller shall be permitted to sell Transferred Environmental Control Property
      to
      the Issuer only upon the satisfaction or waiver of each of the following
      conditions:

     

    (i)  on
      or
      prior to the Initial Sale Date or Subsequent Sale Date, as applicable, the
      Seller shall have delivered to the Issuer a duly executed Bill of Sale
      identifying the Transferred Environmental Control Property to be conveyed on
      that date;

     

    (ii)  as
      of the
      Initial Sale Date or the Subsequent Sale Date, as applicable, the Seller was
      not
      insolvent and will not have been made insolvent by such sale and the Seller
      is
      not aware of any pending insolvency with respect to itself;

     

    (iii)  as
      of the
      Initial Sale Date or the Subsequent Sale Date, as applicable, no breach by
      the
      Seller of its representations, warranties or covenants in this Agreement shall
      exist; no Servicer Default shall have occurred and be continuing; and no breach
      by the Transferor of its representations and warranties in the Transfer
      Agreement shall exist;

     

    (iv)  as
      of the
      Initial Sale Date or the Subsequent Sale Date, as applicable, (A) the Issuer
      shall have sufficient funds available to pay the purchase price for the
      Transferred Environmental Control Property to be conveyed on such date and
      (B)
      all conditions to the issuance of one or more Series of Environmental Control
      Bonds intended to provide such funds set forth in the Indenture shall have
      been
      satisfied or waived;

     

    (v)  on
      or
      prior to the Initial Sale Date or the Subsequent Sale Date, as applicable,
      the
      Seller shall have taken all action required to transfer to the Issuer ownership
      of the Transferred Environmental Control Property to be conveyed on such date,
      free and clear of all Liens other than Liens created pursuant to the Basic
      Documents; and the Issuer or the Servicer, on behalf of the Issuer, shall have
      taken any action required for the Issuer to grant the Indenture Trustee a first
      priority perfected security interest in the Collateral and maintain such
      security interest as of such date;

     

    (vi)  in
      the
      case of a sale of Subsequent Transferred Environmental Control Property only,
      on
      or prior to such Subsequent Sale Date, the Seller shall have provided the Issuer
      and the Rating Agencies with a timely Addition Notice;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (vii)  the
      Seller shall have delivered to the Rating Agencies and the Issuer (A) an Opinion
      of Counsel with respect to the transfer of the Transferred Environmental Control
      Property then being conveyed to the Issuer and (B) the Opinion of Counsel
      required by Section
      5.04(a);

     

    (viii)  the
      Seller shall have delivered to the Indenture Trustee and the Issuer an Officers’
Certificate confirming the satisfaction of each condition precedent specified
      in
      this Section
      2.03;
      and

     

    (ix)  the
      Seller shall have received the purchase price set forth in Section
      2.01(a).

     

    ARTICLE
      III

     

    Representations
      and Warranties of Seller

     

    As
      of the
      Initial Sale Date and as of any Subsequent Sale Date, as applicable, the Seller
      makes the following representations and warranties on which the Issuer has
      relied and will rely in acquiring Transferred Environmental Control Property.
      The Seller agrees and acknowledges that the following representations and
      warranties are also for the benefit of the Indenture Trustee, as collateral
      assignee of the Issuer pursuant to the Indenture. The representations and
      warranties shall survive the sale of Transferred Environmental Control Property
      to the Issuer and the pledges and assignments thereof permitted
      hereby.

     

    Section
      3.01.  Organization
      and Good Standing.
      The
      Seller is a limited liability company duly organized, validly existing and
      in
      good standing under the laws of the State of Delaware, with limited liability
      company power and authority to own its properties and conduct its
      business.

     

    Section
      3.02.  Due
      Qualification.
      The
      Seller is duly qualified to do business as a foreign limited liability company
      in good standing, and has obtained all necessary licenses and approvals, in
      all
      foreign jurisdictions in which the ownership or lease of property or the conduct
      of its business shall require such qualifications, licenses or approvals (except
      where the failure to so qualify or obtain such licenses and approvals would
      not
      be reasonably likely to have a material adverse effect on the Seller’s business,
      operations, assets, revenues or properties).

     

    Section
      3.03.  Power
      and Authority.
      The
      Seller has the requisite limited liability company power and authority to
      execute and deliver this Agreement and to carry out its terms; the Seller has
      full limited liability company power and authority to own the Environmental
      Control Property and sell and assign the Initial Transferred Environmental
      Control Property, in the case of the Initial Sale Date, and the Subsequent
      Transferred Environmental Control Property, in the case of each Subsequent
      Sale
      Date, as applicable, and the Seller has duly authorized such sale and assignment
      to the Issuer by all necessary limited liability company action; and the
      execution, delivery and performance of this Agreement has been duly authorized
      by the Seller by all necessary limited liability company action.

     

    Section
      3.04.  Binding
      Obligation.
      This
      Agreement constitutes a legal, valid and binding obligation of the Seller
      enforceable against the Seller in accordance with its terms, subject to


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    bankruptcy,
      receivership, insolvency, fraudulent
      transfer, reorganization, moratorium or other laws relating to or affecting
      creditors’ rights generally from time to time in effect and to general
      principles of equity (regardless of whether considered in a proceeding in equity
      or at law).

     

    Section
      3.05.  No
      Violation.
      The
      consummation of the transactions contemplated by this Agreement does not
      conflict with the organizational documents of the Seller, or any indenture,
      or
      other agreement or instrument to which the Seller is a party or by which it
      is
      bound; result in the creation or imposition of any Lien upon any of its
      properties pursuant to the terms of any such indenture, agreement or other
      instrument (other than may be granted under the Basic Documents or any Liens
      created by the Issuer pursuant to the Financing Order) or violate any
      Requirements of Law applicable to the Seller or its properties.

     

    Section
      3.06.  No
      Proceedings.
      There
      are no proceedings or investigations pending or, to the Seller’s knowledge,
      threatened, before any court, federal or state regulatory body, administrative
      agency or other governmental instrumentality having jurisdiction over the Seller
      or its properties (i) asserting the invalidity of the Basic Documents, the
      Environmental Control Bonds, the Statute or the Financing Order, (ii) seeking
      to
      prevent the issuance of the Environmental Control Bonds or the consummation
      of
      any of the transactions contemplated by the Basic Documents (iii) challenging
      the Seller’s treatment of the Environmental Control Bonds as debt of the Seller
      for federal and state tax purposes, or (iv) except as described in Exhibit
      B,
      seeking any determination or ruling that could reasonably be expected to
      materially and adversely affect the performance by the Seller of its obligations
      under, or the validity or enforceability of, the Basic Documents, the
      Environmental Control Bonds or the Financing Order. 

     

    Section
      3.07.  Approvals.
      Except
      for UCC filings or filings under the Statute, no approval, authorization,
      consent, order or other action of, or filing with, any court, federal or state
      regulatory body, administrative agency or other governmental instrumentality
      is
      required in connection with the execution and delivery by the Seller of this
      Agreement, the performance by the Seller of the transactions contemplated hereby
      or the fulfillment by the Seller of the terms hereof, except those that have
      been obtained or made.

     

    Section
      3.08.  The
      Transferred Environmental Control Property.
      

     

    (a)  All
      information provided by the Seller to the Issuer in writing with respect to
      the
      Transferred Environmental Control Property is correct in all material
      respects.

     

    (b)  The
      transfer, sale, assignment and conveyance of the Transferred Environmental
      Control Property constitutes a sale or other absolute transfer of all of the
      Seller’s right, title and interest in the Initial Transferred Environmental
      Control Property or the Subsequent Transferred Environmental Control Property,
      as the case may be, to the Issuer, and, upon the execution of this Agreement,
      Seller will have no right, title or interest in the Initial Transferred
      Environmental Control Property or the Subsequent Transferred Environmental
      Control Property, as the case may be, and the Initial Transferred Environmental
      Control Property or the Subsequent Transferred Environmental Control Property,
      as the case may be, would not be part of the estate of the Seller as debtor
      in
      the event of a filing of a bankruptcy petition.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (c)  The
      Seller is the sole owner of the Transferred Environmental Control Property
      sold
      to the Issuer on the Initial Sale Date or Subsequent Sale Date, as applicable,
      and such sale has been made free and clear of all Liens other than Liens created
      by the Issuer pursuant to the Indenture. All actions or filings, including
      filings with the Secretary of State of West Virginia under the Statute and
      UCC
      and with the Delaware Secretary of State under the Delaware UCC, necessary
      to
      give the Issuer a valid first priority perfected ownership interest in the
      Transferred Environmental Control Property and to grant the Indenture Trustee
      a
      first priority perfected ownership interest in the Transferred Environmental
      Control property, free and clear of all Liens of the Seller or anyone claiming
      through the Seller have been made.

     

    Section
      3.09.  Solvency
      of Seller.
      After
      giving effect to the sale of any Transferred Environmental Control Property
      hereunder, the Seller (i) is solvent and expects to remain solvent, (ii) is
      adequately capitalized to conduct its business and affairs considering its
      size
      and the nature of its business and intended purposes, (iii) is not engaged
      in
      nor does it expect to engage in a business for which its remaining property
      represents an unreasonably small amount of capital, (iv) reasonably believes
      that it will be able to pay its debts as they come due and (v) is able to pay
      its debts as they mature and does not intend to incur, or believe that it will
      incur, indebtedness that it will not be able to repay at its
      maturity.

     

    Section
      3.10.  The
      Statute and the Financing Order.

     

    (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)  The
      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.

     

    Section
      3.11.  State
      Pledge.
      

     

    (a)  The
      State
      of West Virginia may not take or permit any action which would impair the value
      of the Environmental Control Property or reduce or alter, except for periodic
      True-Up Adjustments allowed under the Financing Order, or impair the
      Environmental Control Charges to be imposed, collected or remitted for the
      benefit of Environmental Control Bondholders, until all principal, interest
      or
      other charges incurred or contracts to be performed in connection with the
      Environmental Control Bonds are paid or performed in full.

     

    (b)  The
      State
      of West Virginia, including the PSCWV, cannot take any action that substantially
      impairs the rights of the Environmental Control Bondholders unless such action
      is reasonable exercise of the State of West Virginia’s sovereign powers and of a
      character to further a legitimate public purpose. Under the takings clauses
      of
      the West Virginia Constitution and the United States Constitution, the state
      cannot repeal or amend the Statute in contravention of the State Pledge, as
      described in Section
      3.10(a),
      unless
      just compensation, as determined by a court of competition jurisdiction, is
      provided to the Environmental Control Bondholders; but 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    nothing
      in this paragraph precludes any limitation or
      alteration of the rights of the Environmental Control Bondholders if full
      compensation is made by law for the full protection of the Environmental Control
      Charges and of the Environmental Control Bondholders or any assignee or party
      entering into a contract with the Seller.

     

    (c)  There
      is
      no order by a court providing for the 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 which is materially
      adverse to the position of the Environmental Control Bondholders.

     

    (d)  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.

     

    Section
      3.12.  The
      Environmental Control Property Rights.
      

     

    (a)  The
      Environmental Control Property constitutes a present property right that will
      continue to exist until the Environmental Control Bonds are paid in full and
      the
      financing costs associated with the Environmental Control Bonds have been
      recovered in full.

     

    (b)  The
      Environmental Control Property consists of (a) the irrevocable right of the
      Seller under the Financing Order to impose, collect and receive Environmental
      Control Charges in the amount necessary to provide for full recovery of
      principal and interest on the Environmental Control Bonds, together with the
      Financing Costs; (b) the right under the Financing Order to obtain periodic
      True-Up Adjustments of the Environmental Control Charges and (c) all proceeds
      arising out of the rights and interests described in (a) and (b). The
      Environmental Control Property does not include any right to any revenues,
      collections, claims, rights, payments, money or proceeds of or arising from
      certain tax charges.

     

    ARTICLE
      IV

     

    Covenants
      of the Seller

     

    Section
      4.01.  Existence
      as a Limited Liability Company.
      Subject
      to Section
      5.02,
      so long
      as Environmental Control Bonds of any Series remain Outstanding, the Seller
      will
      keep in full force and effect its existence as a limited liability company
      and
      remain in good standing, in each case under the laws of the jurisdiction of
      its
      formation, and will obtain and preserve its qualification to do business in
      each
      jurisdiction in which such qualification is or shall be necessary to protect
      the
      validity and enforceability of this Agreement and each other instrument or
      agreement to which the Seller is a party necessary to the proper administration
      of this Agreement and the transactions contemplated hereby.

     

    Section
      4.02.  No
      Liens or Conveyances.
      Except
      for the conveyances hereunder, the Seller will not sell, pledge, assign or
      transfer to any other Person, or grant, create, incur, assume or suffer to
      exist
      any Lien on, any of the Transferred Environmental Control Property, whether
      now
      existing or hereafter created, or any interest therein. The Seller shall not
      at
      any time assert any Lien against or with respect to any Transferred
      Environmental Control Property, and shall 

     

    
      
        
        

      

      
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    defend
      the right, title and interest of the Issuer
      and the Indenture Trustee, as collateral assignee of the Issuer, in, to and
      under the Transferred Environmental Control Property, whether now existing
      or
      hereafter created, against all claims of third parties claiming through or
      under
      the Seller.

     

    Section
      4.03.  Delivery
      of Collections.
      If the
      Seller receives collections in respect of the Environmental Control Charges,
      or
      in respect of the Environmental Control Property or the proceeds thereof, the
      Seller agrees to pay the Servicer all estimated collections received by the
      Seller in respect thereof as soon as practicable after receipt is known by
      the
      Seller, but in no event later than two Business Days after such receipt is
      known
      by the Seller, and
      the
      Seller shall reconcile such estimated amounts with the Servicer within 25
      Business Days after the estimated collections are paid to the
      Servicer.

     

    Section
      4.04.  Notice
      of Liens.
      The
      Seller shall notify the Issuer and the Indenture Trustee promptly after becoming
      aware of any Lien on any Environmental Control Property other than the
      conveyances hereunder or under the Transfer Agreement, the Indenture or the
      other Basic Documents.

     

    Section
      4.05.  Compliance
      with Law.
      The
      Seller hereby agrees to materially comply with its organizational or governing
      documents and all Requirements of Law applicable to the Seller, except to the
      extent that failure to so comply would not have a material adverse affect on
      the
      Issuer’s or the Indenture Trustee’s interests in the Transferred Environmental
      Control Property or under any of the Basic Documents, the timing or amount
      of
      Environmental Control Charges payable by customers or the Seller’s performance
      of its material obligations hereunder or under any of the other Basic Documents
      to which it is a party.

     

    Section
      4.06.  Use
      of
      Proceeds.
      The
      Seller will use the proceeds of the sale of the Transferred Environmental
      Control Property in accordance with the Financing Order.

     

    Section
      4.07.  Covenants
      Related to Transferred Environmental Control Property.
      

     

    (a)  So
      long
      as Environmental Control Bonds of any Series remain Outstanding, the Seller
      shall treat the Environmental Control Bonds as debt of the Seller for federal
      income tax purposes to the extent permitted by applicable Requirements of
      Law.

     

    (b)  So
      long
      as Environmental Control Bonds of any Series remain Outstanding, the Seller
      shall (i) treat the Environmental Control Bonds as the debt of the Issuer,
      except for financial accounting or tax purposes, (ii) clearly disclose in its
      financial statements that it is not the owner of the Transferred Environmental
      Control Property and that the assets of the Issuer are not available to pay
      creditors of the Seller or any of its Affiliates, (iii) not own or purchase
      any
      Environmental Control Bonds, and (iv) clearly disclose the effects of all
      transactions between the Seller and the Issuer in accordance with
      GAAP.

     

    (c)  The
      Seller agrees that upon the sale by the Seller of the Transferred Environmental
      Control Property to the Issuer pursuant to a Bill of Sale, (i) to the fullest
      extent permitted by applicable Requirements of Law, the Issuer shall have all
      of
      the rights originally held by the Seller with respect to the Transferred
      Environmental Control Property, including the 

     

    
      
        
        

      

      
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    right
      to collect any amounts payable by any Customer
      or Third Party in respect of such Transferred Environmental Control Property,
      notwithstanding any objection or direction to the contrary by the Seller and
      (ii) any payment by any Customer or Third Party to the Issuer shall discharge
      such Customer’s or such Third Party’s obligations in respect of such Transferred
      Environmental Control Property to the extent of such payment, notwithstanding
      any objection or direction to the contrary by the Seller.

     

    (d)  So
      long
      as Environmental Control Bonds of any Series remain Outstanding, the Seller
      (i)
      in all proceedings relating directly or indirectly to the Transferred
      Environmental Control Property, will affirmatively certify and confirm that
      it
      has sold all of its rights and interests in and to the Transferred Environmental
      Control Property (other than for financial accounting or tax purposes), (ii)
      shall not make any statement or reference in respect of the Transferred
      Environmental Control Property that is inconsistent with the ownership thereof
      by the Issuer (other than for financial accounting or tax purposes), (iii)
      will
      not take any action in respect of the Transferred Environmental Control Property
      except as contemplated by the Basic Documents and (iv) will not sell
      Environmental Control Property under a Subsequent Financing Order in connection
      with the issuance of additional series of Environmental Control Bonds unless
      the
      Rating Agency Condition has been satisfied.

     

    Section
      4.08.  Notice
      of Indemnification Events.
      The
      Seller shall deliver to the Issuer and the Indenture Trustee promptly after
      having obtained knowledge thereof, written notice in an Officers’ Certificate of
      any Indemnification Event or any event which, with the giving of notice or
      the
      passage of time, would become an Indemnification Event.

     

    Section
      4.09.  Protection
      of Title.
      

     

    (a)  The
      Seller shall execute and file such filings, including filings with the PSCWV
      pursuant to the Statute and the Financing Order, and cause to be executed and
      filed such filings, all in such manner and in such places as may be required
      by
      applicable Requirements of Law fully to preserve, maintain, and protect the
      interests of the Issuer, the Indenture Trustee and the Environmental Control
      Bondholders in the Transferred Environmental Control Property, including all
      filings required under the Statute relating to the transfer of the ownership
      or
      security interest in the Transferred Environmental Control Property by the
      Seller to the Issuer.

     

    (b)  The
      Seller shall deliver (or cause to be delivered) to the Issuer file-stamped
      copies of, or filing receipts for, any document filed as provided above, as
      soon
      as available following such filing. 

     

    (c)  The
      Seller agrees to take such legal or administrative actions, including defending
      against or instituting and pursuing legal actions and appearing or testifying
      at
      hearings or similar proceedings, as may be reasonably necessary (i) to protect
      the Issuer, the Indenture Trustee and the Environmental Control Bondholders
      from
      claims, state actions or other actions or proceedings of third parties which,
      if
      successfully pursued, would result in a breach of any representation or warranty
      set forth in Article III or (ii) to block or overturn any attempts to cause
      a
      repeal of, modification of or supplement to the Statute or the Financing Order
      or the rights of holders of Transferred Environmental Control Property by
      legislative enactment or 

     

    
      
        
        

      

      
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    constitutional
      amendment that would be materially
      adverse to the holders of Transferred Environmental Control Property.


     

    (d)  The
      Seller will institute any action or proceeding necessary to compel performance
      by the PSCWV, the State of West Virginia or any of their respective agents
      of
      any of their obligations or duties under the Statute, any Financing Order or
      any
      Issuance Advice Letter. The Seller will comply with all filing requirements,
      including any post closing filings, in accordance with the Financing
      Order.

     

    The
      costs
      of any action described in this Section
      4.09
      shall be
      payable from the Collection Account as an Operating Expense in accordance with
      Section 8.02(e) of the Indenture. The Seller’s obligations pursuant to this
Section
      4.09
      shall
      survive and continue notwithstanding that payment of such Operating Expense
      may
      be delayed pursuant to the terms of the Indenture it being understood that
      the
      Seller may be required initially to advance its own fund to satisfy its
      obligations hereunder).

     

    Section
      4.10.  Taxes.
      So long
      as any of the Environmental Control Bonds are Outstanding, the Seller shall,
      and
      shall cause each of its subsidiaries to, pay all material taxes, including
      assessments and governmental charges imposed upon it or any of its properties
      or
      assets or with respect to any of its franchises, business, income or property
      before any penalty accrues thereon if the failure to pay any such taxes,
      assessments and governmental charges would, after any applicable grace periods,
      notices or other similar requirements, result in a lien on the Transferred
      Environmental Control Property; provided that no such tax need be paid if the
      Seller or one of its affiliates is contesting the same in good faith by
      appropriate proceedings promptly instituted and diligently conducted and if
      the
      Seller or such affiliate has established appropriate reserves as shall be
      required in conformity with generally accepted accounting
      principles.

     

    Section
      4.11.  Notice
      of Breach.
      Promptly after obtaining knowledge of any breach in any material respect of
      its
      representations and warranties in this Agreement, the Seller will notify the
      Issuer and the Rating Agencies of the breach.

     

    Section
      4.12.  Termination.
      Even if
      this Agreement or the Indenture is terminated, the Seller will not, prior to
      the
      date which is one year and one day after the termination of the Indenture,
      petition or otherwise invoke or cause the Issuer to invoke the process of any
      court or Governmental Authority for the purpose of commencing or sustaining
      an
      involuntary case against the Issuer or any substantial part of the Issuer’s
      property under any federal or state bankruptcy, insolvency or similar law,
      appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
      or
      other similar official, or ordering the winding up or liquidation of the
      Issuer’s affairs.

     

    Section
      4.13.  Further
      Covenants.
      Upon
      the Issuer’s request, the Seller will execute and deliver such further
      instruments and do such further acts as may be necessary to carry out more
      effectively the provisions and purposes of this Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      V

     

    The
      Seller

     

    Section
      5.01.  Liability
      of Seller; Indemnities.
      

     

    (a)  The
      Seller shall be liable in accordance herewith only to the extent of the
      obligations specifically undertaken by the Seller under this
      Agreement.

     

    (b)  The
      Seller shall indemnify the Issuer and the Indenture Trustee, for itself and
      on
      behalf of the Environmental Control Bondholders and each of their respective
      members, managers, officers, directors, employees and agents for, and any Swap
      Counterparty, and defend and hold harmless each such Person from and against,
      any and all taxes (other than any taxes imposed on Environmental Control
      Bondholders solely as a result of their ownership of Environmental Control
      Bonds) that may at any time be imposed on or asserted against any such Person
      under existing law as of the Initial Sale Date or Subsequent Sale Date as a
      result of (i) the sale and assignment of the Environmental Control Property
      to
      the Issuer, (ii) the acquisition or holding of the Environmental Control
      Property by the Issuer or (iii) the issuance and sale of the Environmental
      Control Bonds by the Issuer, including any sales, gross receipts, general
      corporation, single business, personal property, privilege, franchise or license
      taxes, but excluding any taxes imposed as a result of a failure of such person
      to withhold or remit taxes with respect to payments on any Environmental Control
      Bonds, it being understood that the Environmental Control Bondholders shall
      be
      entitled to enforce their rights against the Seller under this Section
      5.01(b)
      solely
      through a cause of action brought for their benefit by the Indenture
      Trustee.

     

    (c)  The
      Seller shall indemnify the Issuer, the Indenture Trustee, for itself and on
      behalf of the Environmental Control Bondholders, and each of their respective
      affiliates, members, managers, officers, directors, employees and agents and
      any
      swap counterparty, and defend and hold harmless each such Person from and
      against, (i) any and all amounts of principal of and interest on the
      Environmental Control Bonds not paid when due or when scheduled to be paid
      in
      accordance with their terms, (ii) the amount of any deposits to the Issuer
      required to have been made in accordance with the terms of the Basic Documents
      or any Financing Order which are not made when so required, and (iii) any and
      all other liabilities, obligations, losses, claims, damages, payment, costs
      or
      expenses incurred by any of these persons, in each case as a result of the
      Seller’s breach of any of its representations, warranties or covenants contained
      in this Agreement; each of which the Seller will have a 30-day opportunity
      to
      cure upon notice from us of a material breach of a covenant.

     

    (d)  The
      Seller shall indemnify the Issuer, the Indenture Trustee, for itself and on
      behalf of the Environmental Control Bondholders, and each of their respective
      affiliates, members, managers, officers, directors, employees and agents, and
      defend and hold harmless each such Person from and against, any and all Losses
      that may be imposed on, incurred by or asserted against any such Person as
      a
      result of (x) the Seller’s willful misconduct, bad faith or negligence in the
      performance of its duties or observance of its covenants under this Agreement,
      (y) the Seller’s reckless disregard of its obligations and duties under this
      Agreement or the Transferor’s reckless disregard of its obligations and duties
      under the Transfer Agreement or (z) 

     

    
      
        
        

      

      
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    the
      Seller’s breach of any of its representations or
      warranties contained in this Agreement or the Transferor’s breach of any of its
      representations or warranties contained in the Transfer Agreement (any event
      described in any of the foregoing clauses (x), (y) or (z), an “Indemnification
      Event”).
      Amounts on deposit in the Excess Funds Subaccount and the Capital Subaccount
      shall not be available to satisfy any Losses for which indemnification is
      provided in this Agreement.

     

    (e)  The
      Seller also will indemnify the PSCWV, for the benefit of Customers, for any
      and
      all Losses, including but not limited to Losses in the form of higher
      Environmental Control Charges, that Customers may incur by reason of
      (i) any failure of the Seller’s representations or warranties in this
      Agreement, (ii) any breach of the Seller’s covenants in this Agreement,
      (iii) any failure of the Transferor’s representations in the Transfer
      Agreement or (iv)  breach of the Transferor’s covenants in the Transfer
      Agreement. 

     

    (f)  The
      Seller shall indemnify the Indenture Trustee its officers, directors and agents
      for, and defend and hold harmless each such Person from and against, any and
      all
      Losses that may be imposed upon, incurred by or asserted against any such Person
      as a result of the acceptance or performance of the trusts and duties contained
      herein and in the Basic Documents to which the Indenture Trustee is a party,
      except to the extent that any such Loss shall be due to the willful misfeasance,
      bad faith or negligence of the Indenture Trustee. Such amounts shall be
      deposited into the Collection Account and distributed in accordance with the
      Indenture.

     

    (g)  The
      Seller’s indemnification obligations under Sections
      5.01(b), (c), (d) and (f)
      for
      events occurring prior to the removal or resignation of the Indenture Trustee
      or
      the termination of this Agreement shall survive the resignation or removal
      of
      the Indenture Trustee or the termination of this Agreement and shall include
      reasonable fees and expenses of investigation and litigation (including the
      Indenture Trustee’s reasonable attorney’s fees and expenses) and will rank in
      priority with other general, unsecured obligations of the Seller. Any amounts
      indemnified by the Seller pursuant to its obligations under Sections
      5.01(b), (c), (d) or (f)
      shall be
      deposited into the Collection Account and distributed in accordance with the
      Indenture. The Seller shall not indemnify any party under this Section
      5.01
      for any
      changes in law after the Initial Sale Date or the Subsequent Sale Date, as
      applicable. 

     

    Section
      5.02.  Merger
      or Consolidation of, or Assumption of the Obligations of, Seller.
      Any
      Person (a) into which the Seller may be merged or consolidated or which succeeds
      to all or the majority of the Seller’s electric distribution business, (b) which
      results from the division of the Seller into two or more Persons and which
      succeeds to all or the majority of the Seller’s electric distribution business,
      (c) which may result from any merger or consolidation to which the Seller shall
      be a party and which succeeds to all or the majority of the Seller’s electric
      distribution business, or (d) which may succeed to the properties and assets
      of
      the Seller substantially as a whole and which succeeds to all or the majority
      of
      the Seller’s electric distribution business, which Person in any of the
      foregoing cases executes an agreement of assumption to perform every obligation
      of the Seller under this Agreement, shall be the successor to the Seller
      hereunder without the execution or filing of any document or any further act
      by
      any of the parties to this Agreement; provided, however, that (i) immediately
      after giving effect to such transaction, no representation or warranty made
      pursuant to Article III shall have been breached and no Servicer Default, and
      no
      event that, after notice or lapse of time, or both, 

     

    
      
        
        

      

      
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    would
      become a Servicer Default, shall have occurred
      and be continuing, (ii) the Seller shall have delivered to the Issuer and the
      Indenture Trustee an Officers’ Certificate and an Opinion of Counsel each
      stating that such consolidation, merger or succession and such agreement of
      assumption comply with this Section and that all conditions precedent, if any,
      provided for in this Agreement relating to such transaction have been complied
      with, (iii) the Rating Agencies shall have received prior written notice of
      such
      transaction, (iv) the Seller shall have delivered to the Issuer and the
      Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion
      of such counsel, all filings, including filings by the Seller with the PSCWV
      pursuant to the Statute and UCC filings, have been executed and filed that
      are
      necessary fully to preserve and protect the interest of the Issuer in the
      Transferred Environmental Control Property and reciting the details of such
      filings or (B) stating that, in the opinion of such counsel, no such action
      shall be necessary to preserve and protect such interests and (v) the Seller
      shall have delivered to the Issuer and the Indenture Trustee an Opinion of
      Counsel from independent tax counsel stating to the effect that, for the federal
      income tax purposes, such consolidation, merger or succession to, and assumption
      of, the obligations of the Seller will not result in a material adverse federal
      income tax consequence to the Issuer, the Seller, the Indenture Trustee or
      the
      Environmental Control Bondholders. Notwithstanding anything herein to the
      contrary, the execution of the above described agreement of assumption and
      compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions
      precedent to the consummation of any transaction referred to in clauses (a),
      (b), (c) or (d) above.

     

    Section
      5.03.  Limitation
      on Liability of Seller and Others.
      The
      Seller and any director or officer or employee or agent of the Seller may rely
      in good faith on the advice of counsel or on any document of any kind, prima
      facie properly executed and submitted by any Person, respecting any matters
      arising hereunder. Subject to Section
      4.08,
      the
      Seller shall not be under any obligation to appear in, prosecute or defend
      any
      legal action that is not incidental to its obligations under this Agreement,
      and
      that in its opinion may involve it in any expense or liability. The Seller
      will
      not be liable for any Losses resulting solely from a downgrade in the ratings
      on
      the Environmental Control Bonds or any consequential, incidental or indirect
      damages, including any loss of market value of the Environmental Control Bonds,
      resulting from any downgrade of the ratings of the Environmental Control Bonds.
      

     

    Section
      5.04.  Opinions
      of Counsel.
      The
      Seller shall deliver to the Issuer and the Indenture Trustee: (a) promptly
      after
      the execution and delivery of this Agreement and of each amendment hereto or
      to
      the Servicing Agreement and on each Subsequent Sale Date, an Opinion of Counsel
      either (i) to the effect that, in the opinion of such counsel, all filings,
      including filings with the PSCWV pursuant to the Statute, that are necessary
      to
      fully preserve and protect the interests of the Issuer in the Transferred
      Environmental Control Property have been executed and filed, and reciting the
      details of such filings or referring to prior Opinions of Counsel in which
      such
      details are given, or (ii) to the effect that, in the opinion of such counsel,
      no such action shall be necessary to preserve and protect such interest; and
      (b)
      within 90 days after the beginning of each calendar year beginning with the
      first calendar year beginning more than three months after the Initial Sale
      Date, an Opinion of Counsel, dated as of a date during such 90-day period,
      either (i) to the effect that, in the opinion of such counsel, all filings
      with
      the PSCWV or otherwise pursuant to the Statute, have been executed and filed
      that are necessary to preserve fully and protect fully the interest of the
      Issuer in the Transferred Environmental Control Property, and reciting the
      details of such filings or referring to prior Opinions of Counsel in


     

    
      
        
        

      

      
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    which
      such details are given, or (ii) to the effect
      that, in the opinion of such counsel, no such action shall be necessary to
      preserve and protect such interest. Each Opinion of Counsel referred to in
      clause (a) or (b) above shall specify any action necessary (as of the date
      of
      such opinion) to be taken in the following year to preserve and protect such
      interest.

     

    ARTICLE
      VI

     

    Miscellaneous
      Provisions

     

    Section
      6.01.  Amendment.
      

     

    (a)  Subject
      to Section
      6.01(b)
      below,
      this Agreement may be amended by the Seller and the Issuer, with the prior
      written consent of the Indenture Trustee and the satisfaction of the Rating
      Agency Condition. Promptly after the execution of any such amendment and
      consent, the Issuer shall furnish written notification of the substance of
      such
      amendment or consent to each of the Rating Agencies. Prior to the execution
      of
      any amendment to this Agreement, the Issuer and the Indenture Trustee shall
      be
      entitled to receive and rely upon an Opinion of Counsel stating that the
      execution of such amendment is authorized or permitted by this Agreement and
      the
      Opinion of Counsel referred to in Section 3.10 of the Servicing Agreement.
      Subject to paragraph (b) below, the Issuer and the Indenture Trustee may, but
      shall not be obligated to, enter into any such amendment which affects their
      own
      rights, duties or immunities under this Agreement or otherwise.

     

    (b)  Notwithstanding
      anything to the contrary in Section
      6.01(a),
      no
      amendment or modification of this Agreement shall be effective except upon
      satisfaction of the conditions precedent in this Section
      6.01(b).

     

    (i)  PSCWV
      Condition.
      At
      least 16 days prior to the effectiveness of any such amendment or
      modification, and after obtaining the other necessary approvals set forth in
      Section 6.01(a),
      except
      for the consent of the Indenture Trustee and the Environmental Control
      Bondholders if the consent of the Environmental Control Bondholders is required
      or sought by the Indenture Trustee in connection with such amendment or
      modification, the Issuer shall have delivered to the PSCWV’s executive director
      and general counsel written notification of any proposed amendment or
      modification, which notification shall contain:

     

    (A)  a
      reference to Case Nos. 05-0402-E-CN and 05-0750-E-PC and any other case
      number under which a Financing Order has been issued;

     

    (B)  an
      Officer’s Certificate stating that the proposed amendment or modification has
      been approved by all parties to this Agreement; and

     

    (C)  a
      statement identifying the person to whom the PSCWV is to address any response
      to
      the proposed amendment or to request additional time.

     

    (ii)  The
      PSCWV
      or its authorized representative shall, within 15 days of receiving the
      notification complying with Section
      6.01(b)(i)
      above,
      either:

     

    
      
        
        

      

      
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    (A)  provide
      notice of its determination that the proposed amendment or modification will
      not
      under any circumstances have the effect of increasing the ongoing qualified
      costs related to the Environmental Control Bonds,

     

    (B)  provide
      notice of its consent or lack of consent to the person specified in Section
      6.01(b)(i)(C)
      above,
      or

     

    (C)  be
      conclusively deemed to have consented to the proposed amendment or
      modification,

     

    unless,
      within 15 days of receiving the notification complying with Section
      6.01(b)(i)
      above,
      the PSCWV or its authorized representative delivers to the office of the person
      specified in Section
      6.01(b)(i)(C)
      above
      with a written statement requesting an additional amount of time not to exceed
      15 days in which to consider whether to consent to the proposed amendment or
      modification. If the PSCWV or its authorized representative requests an
      extension of time in the manner set forth in the preceding sentence, then the
      PSCWV shall either provide notice of its consent or lack of consent or notice
      of
      its determination that the proposed amendment or modification will not under
      any
      circumstances increase ongoing qualified costs to the person specified in
Section
      6.01(b)(i)(C)
      above
      not later than the last day of such extension of time or be conclusively deemed
      to have consented to the proposed amendment or modification on the last day
      of
      such extension of time. Any amendment or modification requiring the consent
      of
      the PSCWV shall become effective on the later of (i) the date proposed by the
      parties to such amendment or modification or (ii) the first day after the
      expiration of the 15-day period provided for in this Section
      6.01(b)(ii),
      or, if
      such period has been extended pursuant hereto, the first day after the
      expiration of such period as so extended.

     

    (c)  For
      the
      purpose of this Section
      6.01,
      an
“authorized representative” of the PSCWV means any person authorized to act on
      behalf of the PSCWV, as evidenced by an Opinion of Counsel (which may be the
      general counsel) to the PSCWV.

     

    Section
      6.02.  Notices.
      All
      demands, notices and communications upon or to the Seller, the Issuer, the
      Indenture Trustee, the Rating Agencies or the PSCWV under this Agreement shall
      be in writing, delivered personally, via facsimile, reputable overnight courier
      or by certified mail, return-receipt requested, and shall be deemed to have
      been
      duly given upon receipt (a) in the case of the Seller, to MP Renaissance
      Funding, LLC, [2325B Renaissance Drive, Las Vegas, Nevada 89119], Attention
      of
      [_______________], (b) in the case of the Issuer, to MP Environmental Funding
      LLC, [2325B-2 Renaissance Drive, Las Vegas, Nevada 89119], Attention of
      [_______________], (c) in the case of the Indenture Trustee, at the Corporate
      Trust Office, (d) in the case of Moody’s, to Moody’s Investors Service, Inc.,
      [ABS Monitoring Department], 99 Church Street, New York, New York 10007, (e)
      in
      the case of Standard & Poor’s, to in the case of Standard & Poor’s, to
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., 55 Water Street, New York, New York 10004, Attention of [Asset Backed
      Surveillance Department], (f) in the case of Fitch, to Fitch, Inc., One State
      Street Plaza, New York, New York 10004, Attention of ABS Surveillance, and
      (g)
      in the case of the PSCWV, to Public Service Commission of West Virginia, 201
      Brooks Street, P.O. Box 812, 

     

    
      
        
        

      

      
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    Charleston,
      West Virginia 25325 Attention of
      [_____________]; or, as to each of the foregoing, at such other address as
      shall
      be designated by written notice to the other parties.

     

    Section
      6.03.  Assignment.
      Notwithstanding anything to the contrary contained herein, except as provided
      in
      Section 5.02, this Agreement may not be assigned by the Seller.

     

    Section
      6.04.   Limitations
      on Rights of Others.
      The
      provisions of this Agreement are solely for the benefit of the Seller, the
      Issuer, the PSCWV and the Indenture Trustee, on behalf of itself and the
      Environmental Control Bondholders, and nothing in this Agreement, whether
      express or implied, shall be construed to give to any other Person any legal
      or
      equitable right, remedy or claim in the Collateral or under or in respect of
      this Agreement or any covenants, conditions or provisions contained
      herein.

     

    Section
      6.05.  Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    Section
      6.06.  Separate
      Counterparts.
      This
      Agreement may be executed by the parties hereto in separate counterparts, each
      of which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     

    Section
      6.07.  Headings.
      The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

     

    Section
      6.08.  GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WEST
      VIRGINIA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     

    Section
      6.09.  Assignment
      to Issuer and to Indenture Trustee.
      

     

    (a)  The
      Seller hereby assigns to the Issuer all of the Seller’s rights in, to and under
      the Transfer Agreement. 

     

    (b)  The
      Seller hereby acknowledges and consents to the mortgage, pledge, assignment
      and
      grant of a security interest by the Issuer to the Indenture Trustee pursuant
      to
      the Indenture for the benefit of the Environmental Control Bondholders of all
      right, title and interest of the Issuer in, to and under the Transferred
      Environmental Control Property and the proceeds thereof and the assignment
      of
      any or all of the Issuer’s rights hereunder to the Indenture Trustee.


     

    Section
      6.10.  Nonpetition
      Covenant.
      Notwithstanding any prior termination of this Agreement or the Indenture, but
      subject to a court of competent jurisdiction’s rights to order the sequestration
      and payment of Environmental Control Revenues arising with respect to the
      Transferred Environmental Control Property upon application by the Issuer or
      the
      Indenture 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    Trustee
      notwithstanding any bankruptcy,
      reorganization or other insolvency proceedings with respect to the debtor,
      pledgor or transferor of the Transferred Environmental Control Property pursuant
      to Section 24-2-4e(k)(4) of the Statute, the Seller shall not, prior to the
      date
      which is one year and one day after the termination of the Indenture, petition
      or otherwise invoke or cause the Issuer to invoke the process of any court
      or
      Governmental Authority for the purpose of commencing or sustaining an
      involuntary case against the Issuer under any federal or state bankruptcy,
      insolvency or similar law or appointing a receiver, liquidator, assignee,
      trustee, custodian, sequestrator or other similar official of the Issuer or
      any
      substantial part of the property of the Issuer, or ordering the winding up
      or
      liquidation of the affairs of the Issuer.

     

    Section
      6.11.  Perfection.
      In
      accordance with Section 24-2-4e(m) of the Statute, (i) upon the Financing Order
      creating the Environmental Control Property becoming effective, (ii) the
      execution and delivery of this Agreement and the related Bill of Sale, (iii)
      the
      receipt of value and (iv) the filing of a financing statement with the office
      of
      the Secretary of State of West Virginia, a transfer of an interest in the
      Environmental Control Property will be perfected as against all third persons,
      including any judicial lien creditors, other than creditors holding a prior
      security interest, ownership interest or assignment in the Environmental Control
      Property previously perfected in accordance with the relevant provisions of
      the
      Statute. 

     

    Section
      6.12.  Limitation
      of Liability.
      It is
      expressly understood and agreed by the parties hereto that this Agreement is
      executed and delivered by The Bank of New York, not individually or personally
      but solely as Indenture Trustee for the benefit of the Environmental Control
      Bondholders, in the exercise of the powers and authority conferred and vested
      in
      it, and nothing herein contained shall be construed as creating any liability
      on
      The Bank of New York, individually or personally, to perform any covenant either
      expressed or implied contained herein, all such liability, if any, being
      expressly waived by the parties who are signatories to this Agreement and by
      any
      Person claiming by, through or under such parties; provided, however, that
      this
      provision shall not protect The Bank of New York against any liability that
      would otherwise be imposed by reason of willful misconduct, bad faith or
      negligence in the performance of duties or by reason of reckless disregard
      of
      obligations or duties under this Agreement.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective officers as of the day and year first above
      written.

     

    MP
      ENVIRONMENTAL FUNDING LLC, Issuer


    


    by_______________________________________       

    Title:

    


    


    MP
      RENAISSANCE FUNDING, LLC, Seller,


    


    by_______________________________________       

    Title:

    


    Acknowledged
      and Accepted:

     

    [_____________________],
      not in its

    individual
      capacity but solely as Indenture

    Trustee
      on behalf of the Environmental Control

    Bondholders.

    


    


    by________________________________      

    Title:

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORM
      OF
      BILL OF SALE

     

    1.  This
      Bill
      of Sale is being delivered pursuant to the Transferred Environmental Control
      Property Sale Agreement, dated as of
      [                    ]
      (as amended, restated, supplemented or otherwise modified from time to time,
      the
“Sale Agreement”), between MP Renaissance Funding, LLC (the “Seller”) and MP
      Environmental Funding LLC (the “Issuer”) and is subject to all of the terms,
      conditions and limitations contained in the Sale Agreement. All capitalized
      terms used but not defined herein have the respective meanings ascribed thereto
      in the Sale Agreement.

     

    2.  In
      consideration of the Issuer’s delivery to or upon the order of the Seller of
      $[                ],
      the Seller does hereby irrevocably sell, transfer, assign, set over and
      otherwise convey to the Issuer, without recourse (subject to the obligations
      in
      the Sale Agreement), all right, title and interest of the Seller in and to
      the
      Transferred Environmental Control Property created by the Statute and in
      accordance with the Financing Order related to the Series 200[7]-[A]
      Environmental Control Bonds and identified on Schedule 1 hereto (the “Initial
      Transferred Environmental Control Property”) (such sale, transfer, assignment,
      set over and conveyance of the Initial Transferred Environmental Control
      Property includes, to the fullest extent permitted by the Statute, the
      assignment of all revenues, collections, claims, rights, payments, money or
      proceeds of or arising from the Environmental Control Charges related to the
      Initial Transferred Environmental Control Property, as the same may be adjusted
      from time to time). Such sale, transfer, assignment, set over and conveyance
      is
      hereby expressly stated to be a sale and, pursuant to Section 24-2-4e(m)(1)
      of
      the Statute, shall be treated as an absolute transfer of all of the Seller’s
      right, title and interest (as in a true sale), and not as a pledge or other
      secured transaction, of the Initial Transferred Environmental Control Property.
      The Seller agrees and confirms that after giving effect to the sale contemplated
      hereby, it has no rights in the Initial Transferred Environmental Control
      Property to which a security interest of creditors of the Seller could attach
      because it has sold all rights in the Initial Transferred Environmental Control
      Property to the Issuer pursuant to Section 24-2-4e(m)(1) of the
      Statute.

     

    3.  The
      Issuer does hereby purchase the Initial Transferred Environmental Control
      Property from the Seller for the consideration set forth in paragraph 2
      above.

     

    4.  The
      Seller and the Issuer each acknowledge and agree that the purchase price for
      the
      Initial Transferred Environmental Control Property sold pursuant to this Bill
      of
      Sale and the Sale Agreement is equal to its fair market value at the time of
      sale.

     

    5.  The
      Seller confirms that each of the representations and warranties on the part
      of
      the Seller contained in the Sale Agreement are true and correct in all respects
      on the date hereof as if made on the date hereof.

     

    
      
        
        

      

      
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    6.  This
      Bill
      of Sale may be executed by the parties hereto in separate counterparts, each
      of
      which when so executed and delivered shall be an original, but all such
      counterparts shall together constitute but one and the same
      instrument.

     

    7.  This
      Bill
      of Sale shall be construed in accordance with the laws of the State of West
      Virginia, without reference to its conflict of law provisions, and the
      obligations, rights and remedies of the parties hereunder shall be determined
      in
      accordance with such laws.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Seller and the Issuer have duly executed this Bill of
      Sale
      as of this [     ] day of
      [                ].

     

     

    MP
      RENAISSANCE FUNDING, LLC,

     

    by_______________________________________

    Name:

    Title:

     

     

    MP
      ENVIRONMENTAL FUNDING LLC,

     

    by_______________________________________

    Name:

    Title:

     

    
      
        
        

      

      
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    SCHEDULE
      1

     

    Transferred
      Environmental Control Property and the related Environmental Control Charges
      with respect to the Series 200[7]-[A] Environmental Control Bonds identified
      in
      the Pricing Advice Letter filed with the PSCWV on
      [                ].

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    PENDING
      LITIGATION

     

    None.