Form of Indenture (including the form of the bonds)


    Exhibit
      4.1

     

    
 

    MP
      ENVIRONMENTAL FUNDING LLC,

     

    Issuer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    Indenture
      Trustee

    _______________________________

     

    INDENTURE


     

    Dated
      as
      of [___________]

    _______________________________

     

    Securing
      Environmental Control Bonds

     

    Issuable
      in Series

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	 	 	 	
                Page

              	 
	
                ARTICLE
                  I

              	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Definitions
                  and Incorporation by Reference

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  1.01.

              	 	 	
                Definitions

              	 	 	
                2

              	 
	
                SECTION
                  1.02.

              	 	 	
                Incorporation
                  by Reference of Trust Indenture Act

              	 	 	
                2

              	 
	
                SECTION
                  1.03.

              	 	 	
                Rules
                  of Construction

              	 	 	
                2

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  II

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                The
                  Environmental Control Bonds

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  2.01.

              	 	 	
                Form

              	 	 	
                3

              	 
	
                SECTION
                  2.02.

              	 	 	
                Execution,
                  Authentication and Delivery

              	 	 	
                3

              	 
	
                SECTION
                  2.03.

              	 	 	
                Denominations;
                  Environmental Control Bonds Issuable in Series

              	 	 	
                4

              	 
	
                SECTION
                  2.04.

              	 	 	
                Temporary
                  Environmental Control Bonds

              	 	 	
                5

              	 
	
                SECTION
                  2.05.

              	 	 	
                Registration;
                  Registration of Transfer and Exchange

              	 	 	
                5

              	 
	
                SECTION
                  2.06.

              	 	 	
                Mutilated,
                  Destroyed, Lost or Stolen Environmental Control Bonds

              	 	 	
                7

              	 
	
                SECTION
                  2.07.

              	 	 	
                Persons
                  Deemed Owner

              	 	 	
                8

              	 
	
                SECTION
                  2.08.

              	 	 	
                Payment
                  of Principal, Premium, if any, and Interest; Interest on Overdue
                  Principal
                  and Premium, if any; Principal, Premium and Interest Rights
                  Preserved

              	 	 	
                8

              	 
	
                SECTION
                  2.09.

              	 	 	
                Cancellation

              	 	 	
                9

              	 
	
                SECTION
                  2.10.

              	 	 	
                Authentication
                  and Delivery of Environmental Control Bonds

              	 	 	
                10

              	 
	
                SECTION
                  2.11.

              	 	 	
                Book-Entry
                  Environmental Control Bonds

              	 	 	
                10

              	 
	
                SECTION
                  2.12.

              	 	 	
                Notices
                  to Clearing Agency

              	 	 	
                10

              	 
	
                SECTION
                  2.13.

              	 	 	
                Definitive
                  Environmental Control Bonds

              	 	 	
                10

              	 
	
                SECTION
                  2.14

              	 	 	
                Tax
                  Treatment

              	 	 	
                16

              	 
	
                SECTION
                  2.15

              	 	 	
                State
                  Pledge

              	 	 	
                17

              	 
	
                SECTUIB
                  2.16

              	 	 	
                Security
                  Interests

              	 	 	
                17

              	 
	 	 	 	
                 

              	 	 	 	 
	
                ARTICLE
                  III

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Covenants

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  3.01.

              	 	 	
                Payment
                  of Principal, Premium, if any, and Interest

              	 	 	
                18

              	 
	
                SECTION
                  3.02.

              	 	 	
                Maintenance
                  of Office or Agency

              	 	 	
                18

              	 
	
                SECTION
                  3.03.

              	 	 	
                Money
                  for Payments To Be Held in Trust

              	 	 	
                19

              	 
	
                SECTION
                  3.04.

              	 	 	
                Existence

              	 	 	
                20

              	 
	
                SECTION
                  3.05.

              	 	 	
                Protection
                  of Collateral

              	 	 	
                20

              	 
	
                SECTION
                  3.06.

              	 	 	
                Opinions
                  as to Collateral

              	 	 	
                21

              	 
	
                SECTION
                  3.07.

              	 	 	
                Performance
                  of Obligations; SEC Filings

              	 	 	
                21

              	 
	
                SECTION
                  3.08.

              	 	 	
                Negative
                  Covenants

              	 	 	
                23

              	 
	
                SECTION
                  3.09.

              	 	 	
                Annual
                  Statement as to Compliance

              	 	 	
                24

              	 
	
                SECTION
                  3.10.

              	 	 	
                Issuer
                  May Consolidate, etc., Only on Certain Terms

              	 	 	
                24

              	 
	
                SECTION
                  3.11.

              	 	 	
                Successor
                  or Transferee

              	 	 	
                26

              	 


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  3.12.

              	 	 	
                No
                  Other Business

              	 	 	
                26

              	 
	
                SECTION
                  3.13.

              	 	 	
                No
                  Borrowing

              	 	 	
                27

              	 
	
                SECTION
                  3.14.

              	 	 	
                Guarantees,
                  Loans, Advances and Other Liabilities

              	 	 	
                27

              	 
	
                SECTION
                  3.15.

              	 	 	
                Capital
                  Expenditures

              	 	 	
                27

              	 
	
                SECTION
                  3.16.

              	 	 	
                Restricted
                  Payments

              	 	 	
                27

              	 
	
                SECTION
                  3.17.

              	 	 	
                Notice
                  of Events of Default

              	 	 	
                27

              	 
	
                SECTION
                  3.18.

              	 	 	
                Inspection

              	 	 	
                28

              	 
	
                SECTION
                  3.19.

              	 	 	
                Additional
                  Issuance

              	 	 	
                28

              	 
	
                SECTION
                  3.20.

              	 	 	
                Transfer
                  Agreement, Sale Agreement, Servicing Agreement Covenants and Swap
                  Agreement

              	 	 	
                29

              	 
	
                SECTION
                  3.21.

              	 	 	
                Taxes

              	 	 	
                32

              	 
	
                SECTION
                  3.22.

              	 	 	
                Separate
                  Entity

              	 	 	
                33

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  IV

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Satisfaction
                  and Discharge; Defeasance

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  4.01.

              	 	 	
                Satisfaction
                  and Discharge of Indenture; Defeasance

              	 	 	
                33

              	 
	
                SECTION
                  4.02.

              	 	 	
                Conditions
                  to Defeasance

              	 	 	
                34

              	 
	
                SECTION
                  4.03.

              	 	 	
                Application
                  of Trust Money

              	 	 	
                35

              	 
	
                SECTION
                  4.04.

              	 	 	
                Repayment
                  of Moneys Held by Paying Agent

              	 	 	
                36

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  V

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Remedies

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  5.01.

              	 	 	
                Events
                  of Default

              	 	 	
                36

              	 
	
                SECTION
                  5.02.

              	 	 	
                Acceleration
                  of Maturity; Rescission and Annulment

              	 	 	
                37

              	 
	
                SECTION
                  5.03.

              	 	 	
                Collection
                  of Indebtedness and Suits for Enforcement by Indenture
                  Trustee

              	 	 	
                38

              	 
	
                SECTION
                  5.04.

              	 	 	
                Remedies;
                  Priorities

              	 	 	
                40

              	 
	
                SECTION
                  5.05.

              	 	 	
                Optional
                  Preservation of the Collateral

              	 	 	
                42

              	 
	
                SECTION
                  5.06.

              	 	 	
                Limitation
                  of Proceedings

              	 	 	
                42

              	 
	
                SECTION
                  5.07.

              	 	 	
                Unconditional
                  Rights of Environmental Control Bondholders To Receive Principal,
                  Premium,
                  if any, and Interest

              	 	 	
                43

              	 
	
                SECTION
                  5.08.

              	 	 	
                Restoration
                  of Rights and Remedies

              	 	 	
                43

              	 
	
                SECTION
                  5.09.

              	 	 	
                Rights
                  and Remedies Cumulative

              	 	 	
                43

              	 
	
                SECTION
                  5.10.

              	 	 	
                Delay
                  or Omission Not a Waiver

              	 	 	
                43

              	 
	
                SECTION
                  5.11.

              	 	 	
                Control
                  by Environmental Control Bondholders

              	 	 	
                44

              	 
	
                SECTION
                  5.12.

              	 	 	
                Waiver
                  of Past Defaults

              	 	 	
                44

              	 
	
                SECTION
                  5.13.

              	 	 	
                Undertaking
                  for Costs

              	 	 	
                45

              	 
	
                SECTION
                  5.14.

              	 	 	
                Waiver
                  of Stay or Extension Laws

              	 	 	
                45

              	 
	
                SECTION
                  5.15.

              	 	 	
                Action
                  on Environmental Control Bonds

              	 	 	
                45

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  VI

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                The
                  Indenture Trustee

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  6.01.

              	 	 	
                Duties
                  and Liabilities of Indenture Trustee

              	 	 	
                45

              	 
	
                SECTION
                  6.02.

              	 	 	
                Rights
                  of Indenture Trustee

              	 	 	
                47

              	 
	
                SECTION
                  6.03.

              	 	 	
                Individual
                  Rights of Indenture Trustee

              	 	 	
                47

              	 
	
                SECTION
                  6.04.

              	 	 	
                Indenture
                  Trustee’s Disclaimer

              	 	 	
                47

              	 


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  6.05.

              	 	 	
                Notice
                  of Defaults

              	 	 	
                48

              	 
	
                SECTION
                  6.06.

              	 	 	
                Reports
                  by Indenture Trustee to Holders

              	 	 	
                48

              	 
	
                SECTION
                  6.07.

              	 	 	
                Compensation
                  and Indemnity

              	 	 	
                49

              	 
	
                SECTION
                  6.08.

              	 	 	
                Replacement
                  of Indenture Trustee

              	 	 	
                50

              	 
	
                SECTION
                  6.09.

              	 	 	
                Successor
                  Indenture Trustee by Merger

              	 	 	
                51

              	 
	
                SECTION
                  6.10.

              	 	 	
                Appointment
                  of Co-Trustee or Separate Trustee

              	 	 	
                51

              	 
	
                SECTION
                  6.11.

              	 	 	
                Eligibility;
                  Disqualification

              	 	 	
                52

              	 
	
                SECTION
                  6.12.

              	 	 	
                Preferential
                  Collection of Claims Against Issuer

              	 	 	
                53

              	 
	
                SECTION
                  6.14

              	 	 	
                Annual
                  Report by Independent Public Accountants

              	 	 	
                53

              	 
	
                SECTION
                  6.15

              	 	 	
                Custody
                  of Collateral

              	 	 	
                53

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  VII

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Environmental
                  Control Bondholders’ Lists and Reports

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  7.01.

              	 	 	
                Issuer
                  To Furnish Indenture Trustee Names and Addresses of Environmental
                  Control
                  Bondholders

              	 	 	
                54

              	 
	
                SECTION
                  7.02.

              	 	 	
                Preservation
                  of Information; Communications to Environmental Control
                  Bondholders

              	 	 	
                54

              	 
	
                SECTION
                  7.03.

              	 	 	
                Reports
                  by Issuer

              	 	 	
                54

              	 
	
                SECTION
                  7.04.

              	 	 	
                Reports
                  by Indenture Trustee

              	 	 	
                55

              	 
	
                SECTION
                  7.05.

              	 	 	
                Provision
                  of Servicer Reports

              	 	 	
                55

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  VIII

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Accounts,
                  Disbursements and Releases

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  8.01.

              	 	 	
                Collection
                  of Money

              	 	 	
                55

              	 
	
                SECTION
                  8.02.

              	 	 	
                Collection
                  Account

              	 	 	
                56

              	 
	
                SECTION
                  8.03.

              	 	 	
                Release
                  of Collateral

              	 	 	
                61

              	 
	
                SECTION
                  8.04.

              	 	 	
                Opinion
                  of Counsel

              	 	 	
                62

              	 
	
                SECTION
                  8.05.

              	 	 	
                Reports
                  by Independent Accountants

              	 	 	
                62

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  IX

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Supplemental
                  Indentures

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  9.01.

              	 	 	
                Supplemental
                  Indentures Without Consent of Environmental Control
                  Bondholders

              	 	 	
                63

              	 
	
                SECTION
                  9.02.

              	 	 	
                Supplemental
                  Indentures with Consent of Environmental Control
                  Bondholders

              	 	 	
                64

              	 
	
                SECTION
                  9.03.

              	 	 	
                PSCWV
                  Condition

              	 	 	
                66

              	 
	
                SECTION
                  9.04.

              	 	 	
                Execution
                  of Supplemental Indentures

              	 	 	
                68

              	 
	
                SECTION
                  9.05.

              	 	 	
                Effect
                  of Supplemental Indenture

              	 	 	
                68

              	 
	
                SECTION
                  9.06.

              	 	 	
                Conformity
                  with Trust Indenture Act

              	 	 	
                68

              	 
	
                SECTION
                  9.07.

              	 	 	
                Reference
                  in Environmental Control Bonds to Supplemental Indentures

              	 	 	
                68

              	 


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  X

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                [RESERVED]

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  XI

              	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Miscellaneous

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  11.01.

              	 	 	
                Compliance
                  Certificates and Opinions, etc.

              	 	 	
                69

              	 
	
                SECTION
                  11.02.

              	 	 	
                Form
                  of Documents Delivered to Indenture Trustee

              	 	 	
                69

              	 
	
                SECTION
                  11.03.

              	 	 	
                Acts
                  of Environmental Control Bondholders

              	 	 	
                70

              	 
	
                SECTION
                  11.04.

              	 	 	
                Notices,
                  etc., to Indenture Trustee, Issuer, Mon Power, PSCWV and Rating
                  Agencies

              	 	 	
                71

              	 
	
                SECTION
                  11.05.

              	 	 	
                Notices
                  to Environmental Control Bondholders; Waiver

              	 	 	
                71

              	 
	
                SECTION
                  11.06.

              	 	 	
                Alternate
                  Payment and Notice Provisions

              	 	 	
                72

              	 
	
                SECTION
                  11.07.

              	 	 	
                Conflict
                  with Trust Indenture Act

              	 	 	
                72

              	 
	
                SECTION
                  11.08.

              	 	 	
                Effect
                  of Headings and Table of Contents

              	 	 	
                72

              	 
	
                SECTION
                  11.09.

              	 	 	
                Successors
                  and Assigns

              	 	 	
                73

              	 
	
                SECTION
                  11.10.

              	 	 	
                Separability

              	 	 	
                73

              	 
	
                SECTION
                  11.11.

              	 	 	
                Benefits
                  of Indenture

              	 	 	
                73

              	 
	
                SECTION
                  11.12.

              	 	 	
                Legal
                  Holidays

              	 	 	
                73

              	 
	
                SECTION
                  11.13.

              	 	 	
                Governing
                  Law

              	 	 	
                73

              	 
	
                SECTION
                  11.14.

              	 	 	
                Counterparts

              	 	 	
                73

              	 
	
                SECTION
                  11.15.

              	 	 	
                Issuer
                  Obligation

              	 	 	
                73

              	 
	
                SECTION
                  11.16.

              	 	 	
                No
                  Petition

              	 	 	
                74

              	 
	 	 	 	 	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Appendix
                  A

              	 	 	
                Master
                  Definitions

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Appendix
                  B

              	 	 	
                Form
                   of Series Supplement

              	 	 	 	 


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    INDENTURE
      dated as of [___________] (as amended or otherwise supplemented from time to
      time, this “Indenture”),
      between MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company
      (the “Issuer”),
      and
      U.S. Bank National Association, a national banking association, in its capacity
      as trustee for the benefit of the Holders of the Environmental Control Bonds,
      itself and each Swap Counterparty, if any (in its collective capacities, the
      “Indenture
      Trustee”).

     

    The
      Issuer has duly authorized the execution and delivery of this Indenture to
      provide for one or more Series of Environmental Control Bonds, issuable as
      provided in this Indenture. Each such Series of Environmental Control Bonds
      will
      be issued only under a separate Series Supplement to this Indenture duly
      executed and delivered by the Issuer and the Indenture Trustee. The Issuer
      is
      entering into this Indenture, and the Indenture Trustee is accepting the trusts
      created hereby, each for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged and each intending to be legally
      bound hereby.

     

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

     

    That
      the
      Issuer, in consideration of the premises herein contained and of the purchase
      of
      the Environmental Control Bonds by the Holders and of other good and lawful
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      and
      to secure, equally and ratably without prejudice, priority or distinction,
      except as specifically otherwise set forth in this Indenture, the payment of
      the
      Environmental Control Bonds, the payment of all other amounts due under or
      in
      connection with this Indenture (including, without limitation, all fees,
      expenses, counsel fees and other amounts due and owing to the Indenture Trustee)
      and the performance and observance of all of the covenants and conditions
      contained herein or in such Environmental Control Bonds, has hereby executed
      and
      delivered this Indenture and by these presents does herby and under one or
      more
      Series Supplements will convey, grant and assign, transfer and pledge, in each
      case, in and unto the Indenture Trustee, its successors and assigns forever,
      for
      the benefit of the Secured Parties of the related Series, all and singular
      the
      property described in one or more Series Supplements (such property with respect
      to a particular Series hereinafter referred to as the “Series
      Collateral”
and
      all
      such property, collectively, hereinafter referred to as the “Collateral”).
      Each
      Series Supplement will more particularly describe the obligations of the Issuer
      secured by the applicable Series Collateral.

     

    AND
      IT IS
      HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all
      Environmental Control Bonds are to be issued, countersigned and delivered and
      that all of the Collateral is to be held and applied, subject to the further
      covenants, conditions, releases, uses and trusts hereinafter set forth, and
      the
      Issuer, for itself and any successor, does hereby covenant and agree to and
      with
      the Indenture Trustee and its successors in said trust, for the benefit of
      the
      Secured Parties, as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      1.

     

    Definitions
      and Incorporation by Reference

     

    SECTION
      1.01.  Definitions.
      Capitalized terms used but not otherwise defined in this Indenture have the
      respective meanings set forth in Appendix A
      hereto
      unless the context otherwise requires.

     

    SECTION
      1.02.  Incorporation
      by Reference of Trust Indenture Act.
      Whenever this Indenture refers to a provision of the TIA, the provision is
      incorporated by reference in and made a part of this Indenture. Each of the
      following TIA terms used in this Indenture has the following
      meaning:

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Environmental Control Bonds.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

    All
      other
      TIA terms used in this Indenture that are defined by the TIA, defined by TIA
      reference to another statute or defined by Commission rule have the meaning
      assigned to them by such definitions.

     

    SECTION
      1.03.  Rules
      of Construction.
      Unless
      the context otherwise requires:

     

    (i)     
      a
      term
      has the meaning assigned to it;

     

    (ii)  
       an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (iii)  
       “or”
is
      not exclusive;

     

    (iv)  
       “including”
      means including without limitation;

     

    (v)  
       words
      in
      the singular include the plural and words in the plural include the singular;
      and

     

    (vi)  
      the
      words
“herein”, “hereof”, “hereunder” and other words of similar import refer to this
      Indenture as a whole and not to any particular Article, Section or other
      subdivision.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    SECTION
      2. 

     

    The
      Environmental Control Bonds

     

    SECTION
      2.01.  Form.
      The
      Environmental Control Bonds and the Indenture Trustee’s certificate of
      authentication shall be in substantially the forms set forth in Exhibit A
      to the applicable Series Supplement, with such appropriate insertions,
      omissions, substitutions and other variations as are required or permitted
      by
      this Indenture or by the related Series Supplement and may have such
      letters, numbers or other marks of identification and such legends or
      endorsements placed thereon as may, consistently herewith, be determined by
      the
      Authorized Officer of the Issuer executing such Environmental Control Bonds,
      as
      evidenced by his or her execution of such Environmental Control Bonds. Any
      portion of the text of any Environmental Control Bond may be set forth on the
      reverse thereof, with an appropriate reference thereto on the face of the
      Environmental Control Bond. Each Environmental Control Bond shall be dated
      the
      date of its authentication.

     

    The
      Environmental Control Bonds shall be typewritten, printed, lithographed or
      engraved or produced by any combination of these methods (with or without steel
      engraved borders), all as determined by the Authorized Officer of the Issuer
      executing such Environmental Control Bonds, as evidenced by his or her execution
      of such Environmental Control Bonds.

     

    Each
      Environmental Control Bond shall bear upon its face the designation so selected
      for the Series or Tranche to which it belongs. The terms of all Environmental
      Control Bonds of the same Series shall be the same, unless such Series is
      comprised of one or more Tranches, in which case the terms of all Environmental
      Control Bonds of the same Tranche shall be the same.

     

    Each
      Environmental Control Bond shall state that the Statute provides that the State
      of West Virginia pledges to and agrees with the Environmental Control
      Bondholders that the State of West Virginia will not take or permit any action
      that impairs the value of the Environmental Control Property or , except as
      allowed under subsection (e) of W.Va Code §24-2-4e, reduce, alter or impair
      Environmental Control Charges that are imposed, collected and remitted for
      the
      benefit of the Environmental Control Bondholders until any principal, interest
      and premium, if any, in respect of the Environmental Control Bonds, all
      financing costs and all amounts to be paid to any assignee or financing party
      under an ancillary agreement are paid or performed in full.

     

    SECTION
      2.02.  Execution,
      Authentication and Delivery.
      The
      Environmental Control Bonds shall be executed on behalf of the Issuer by an
      Authorized Officer of the Issuer. The signature of any such Authorized Officer
      on the Environmental Control Bonds may be manual or facsimile.

     

    Environmental
      Control Bonds bearing the manual or facsimile signature of an individual who
      was
      at any time an Authorized Officer of the Issuer shall bind the Issuer,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Environmental Control
      Bonds or did not hold such offices at the date of such Environmental Control
      Bonds.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Issuer may deliver Environmental Control Bonds executed on behalf of the
      Issuer to the Indenture Trustee pursuant to an Issuer Order for authentication;
      and the Indenture Trustee shall authenticate and deliver such Environmental
      Control Bond as in this Indenture and in such Issuer Order provided and not
      otherwise.

     

    No
      Environmental Control Bond shall be entitled to any benefit under this Indenture
      or be valid or obligatory for any purpose, unless there appears on such
      Environmental Control Bond a certificate of authentication substantially in
      the
      form provided for in the related Series Supplement executed by the Indenture
      Trustee by the manual signature of one of its authorized signatories, and such
      certificate upon any Environmental Control Bond shall be conclusive evidence,
      and the only evidence, that such Environmental Control Bond has been duly
      authenticated and delivered hereunder.

     

    SECTION
      2.03.  Denominations;
      Environmental Control Bonds Issuable in Series.
      The
      Environmental Control Bonds of each Series shall be issuable as registered
      Environmental Control Bonds in the Authorized Initial Denominations specified
      in
      the Series Supplement therefor.

     

    The
      Environmental Control Bonds may, at the election of and as authorized by an
      Authorized Officer of the Issuer, and set forth in a Series Supplement, be
      issued in one or more Series (each of which may be comprised of one or more
      Tranches), and shall be designated generally as the “Environmental Control
      Bonds” of the Issuer, with such further particular designations added or
      incorporated in such title for the Environmental Control Bonds of any particular
      Series or Tranche as an Authorized Officer of the Issuer may determine and
      be
      set forth in the Series Supplement therefor.

     

    Each
      Series of Environmental Control Bonds shall be created by a
      Series Supplement authorized by an Authorized Officer of the Issuer and
      establishing the terms and provisions of such Series. The several Series and
      Tranches thereof may differ as between Series and Tranches, in respect of any
      of
      the following matters:

     

    (i)  designation
      of the Series and, if applicable, the Tranches thereof;

     

    (ii)   
       the
      aggregate principal amount of the Environmental Control Bonds of the Series
      and,
      if applicable, each Tranche thereof;

     

    (iii)  
       the
      Bond
      Rate of the Series and, if applicable, each Tranche thereof or the formula,
      if
      any, used to calculate the applicable Bond Rate or Bond Rates for the
      Series;

     

    (iv)  
       the
      Payment Dates for the Series and each Tranche thereof;

     

    (v)  
       the
      Expected Final Payment Date of the Series, and, if applicable, each Tranche
      thereof;

     

    (vi)  
       the
      Series Termination Date for the Series and, if applicable, the Tranche
      Termination Dates for each Tranche thereof;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (vii) 
       the
      Series Issuance Date for the Series;

     

    (viii)
       the
      place
      or places for payments with respect to the Series;

     

    (ix)  
       the
      Authorized Initial Denominations for the Series;

     

    (x)   
       the
      Expected Sinking Fund Schedule for the Series;

     

    (xi)  
       the
      Required Capital Amount;

     

    (xii)  
      the
      Calculation Dates and True-Up Adjustment Dates for the Series;

     

    (xiii) 
      the
      credit enhancement, if any, applicable to the Series and each Tranche thereof
      and, with respect to Floating Rate Bonds, the terms of the applicable Swap
      Agreement and the identity of the Swap Counterparty; and

     

    (xiv) 
      any
      other
      terms of the Series or Tranche that are not inconsistent with the provisions
      of
      this Indenture.

     

    SECTION
      2.04.  Temporary
      Environmental Control Bonds.
      Pending
      the preparation of Definitive Environmental Control Bonds, or by agreement
      of
      the purchasers of all Environmental Control Bonds, the Issuer may execute,
      and
      upon receipt of an Issuer Order the Indenture Trustee shall authenticate and
      deliver, temporary Environmental Control Bonds which are printed, lithographed,
      typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
      Environmental Control Bonds in lieu of which they are issued and with such
      variations not inconsistent with the terms of this Indenture and the related
      Series Supplement as the Authorized Officer of the Issuer executing such
      Environmental Control Bonds may determine, as evidenced by his or her execution
      of such Environmental Control Bonds.

     

    If
      temporary Environmental Control Bonds are issued, the Issuer will cause
      Definitive Environmental Control Bonds to be prepared without unreasonable
      delay. After the preparation of Definitive Environmental Control Bonds, the
      temporary Environmental Control Bonds shall be exchangeable for Definitive
      Environmental Control Bonds upon surrender of the temporary Environmental
      Control Bonds at the office or agency of the Issuer to be maintained as provided
      in Section 3.02, without charge to the Holder. Upon surrender for
      cancellation of any one or more temporary Environmental Control Bonds, the
      Issuer shall execute and the Indenture Trustee shall authenticate and deliver
      in
      exchange therefor a like initial principal amount of Definitive Environmental
      Control Bonds in Authorized Initial Denominations. Until so exchanged, the
      temporary Environmental Control Bonds shall in all respects be entitled to
      the
      same benefits under this Indenture as Definitive Environmental Control
      Bonds.

     

    SECTION
      2.05.  Registration;
      Registration of Transfer and Exchange.
      The
      Issuer shall cause to be kept a register (the “Bond
      Register”)
      in
      which, subject to such reasonable regulations as it may prescribe, the Issuer
      shall provide for the registration of Environmental Control Bonds and the
      registration of transfers of Environmental Control Bonds. The Indenture Trustee
      shall be the “Bond
      Registrar”
for
      the
      purpose of registering Environmental Control Bonds and transfers of
      Environmental Control Bonds as herein provided. Upon any resignation


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    of
      any Bond Registrar, the Issuer shall promptly
      appoint a successor or, if it elects not to make such an appointment, assume
      the
      duties of Bond Registrar.

     

    If
      a
      Person other than the Indenture Trustee is appointed by the Issuer as Bond
      Registrar, the Issuer shall give the Indenture Trustee prompt written notice
      of
      the appointment of such Bond Registrar and of the location, and any change
      in
      the location, of the Bond Register, and the Indenture Trustee shall have the
      right to inspect the Bond Register at all reasonable times and to obtain copies
      thereof, and the Indenture Trustee shall have the right to conclusively rely
      upon a certificate executed on behalf of the Bond Registrar by an Authorized
      Officer as to the names and addresses of the Holders of the Environmental
      Control Bonds and the original and Outstanding principal amounts and number
      of
      such Environmental Control Bonds.

     

    Upon
      surrender for registration of transfer of any Environmental Control Bond at
      the
      office or agency of the Issuer to be maintained as provided in
      Section 3.02, an Authorized Officer shall execute, and the Indenture
      Trustee shall authenticate and the Environmental Control Bondholder shall obtain
      from the Indenture Trustee, in the name of the designated transferee or
      transferees, one or more new Environmental Control Bonds in any Authorized
      Initial Denominations, of a like Series (and, if applicable, Tranche) and
      aggregate initial principal amount.

     

    At
      the
      option of the Holder, Environmental Control Bonds may be exchanged for other
      Environmental Control Bonds of a like Series (and, if applicable, Tranche)
      and
      aggregate initial principal amount in Authorized Initial Denominations, upon
      surrender of the Environmental Control Bonds to be exchanged at such office
      or
      agency. Whenever any Environmental Control Bonds are so surrendered for
      exchange, an Authorized Officer shall execute, and the Indenture Trustee shall
      authenticate and the Environmental Control Bondholder shall obtain from the
      Indenture Trustee, the Environmental Control Bonds which the Environmental
      Control Bondholder making the exchange is entitled to receive.

     

    All
      Environmental Control Bonds issued upon any registration of transfer or exchange
      of Environmental Control Bonds shall be the valid obligations of the Issuer,
      evidencing the same debt, and entitled to the same benefits under this
      Indenture, as the Environmental Control Bonds surrendered upon such registration
      of transfer or exchange.

     

    Every
      Environmental Control Bond presented or surrendered for registration of transfer
      or exchange shall be duly endorsed by, or be accompanied by a written instrument
      of transfer in the form set forth in Exhibit A to the applicable
      Series Supplement or such other form as is satisfactory to the Indenture
      Trustee duly executed by, the Holder thereof or such Holder’s attorney duly
      authorized in writing, with such signature guaranteed by an Eligible Guarantor
      Institution in the form set forth in such Environmental Control
      Bond.

     

    No
      service charge shall be made to a Holder for any registration of transfer or
      exchange of Environmental Control Bonds, but, other than in respect of exchanges
      pursuant to Sections 2.04 or 2.06 not involving any transfer, the Issuer
      may require payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in connection with any registration of transfer
      or
      exchange of Environmental Control Bonds.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    The
      preceding provisions of this Section notwithstanding, the Issuer shall not
      be
      required to make, and the Bond Registrar need not register, transfers or
      exchanges of Environmental Control Bonds selected for transfers or exchanges
      of
      any Environmental Control Bond for a period of 15 days preceding the date on
      which final payment of principal is to be made with respect to such
      Environmental Control Bond.

     

    SECTION
      2.06.  Mutilated,
      Destroyed, Lost or Stolen Environmental Control Bonds.
      If
      (i) any mutilated Environmental Control Bond is surrendered to the
      Indenture Trustee, or the Indenture Trustee receives evidence to its
      satisfaction of the destruction, loss or theft of any Environmental Control
      Bond, and (ii) there is delivered to the Indenture Trustee such security or
      indemnity as may be required by it to hold the Issuer and the Indenture Trustee
      harmless, then, in the absence of notice to the Issuer, the Bond Registrar
      or
      the Indenture Trustee that such Environmental Control Bond has been acquired
      by
      a bona fide purchaser, an Authorized Officer shall execute, and upon such
      Authorized Officer’s request the Indenture Trustee shall authenticate and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or
      stolen Environmental Control Bond, a replacement Environmental Control Bond
      of
      like Series (and, if applicable, Tranche), tenor and initial principal amount
      in
      Authorized Initial Denominations, bearing a number not contemporaneously
      Outstanding; provided, however, that if any such destroyed, lost or stolen
      Environmental Control Bond, but not a mutilated Environmental Control Bond,
      shall have become or within seven days shall be due and payable, instead of
      issuing a replacement Environmental Control Bond, the Issuer may pay such
      destroyed, lost or stolen Environmental Control Bond when so due or payable
      without surrender thereof. If, after the delivery of such replacement
      Environmental Control Bond or payment of a destroyed, lost or stolen
      Environmental Control Bond pursuant to the proviso to the preceding sentence,
      a
      bona fide purchaser of the original Environmental Control Bond in lieu of which
      such replacement Environmental Control Bond was issued presents for payment
      such
      original Environmental Control Bond, the Issuer and the Indenture Trustee shall
      be entitled to recover such replacement Environmental Control Bond (or such
      payment) from the Person to whom it was delivered or any Person taking such
      replacement Environmental Control Bond from such Person to whom such replacement
      Environmental Control Bond was delivered or any assignee of such Person, except
      a bona fide purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, cost or expense
      incurred by the Issuer or the Indenture Trustee in connection
      therewith.

     

    Upon
      the
      issuance of any replacement Environmental Control Bond under this Section,
      the
      Issuer may require the payment by the Holder of such Environmental Control
      Bond
      of a sum sufficient to cover any tax or other governmental charge that may
      be
      imposed in relation thereto and any other reasonable expenses (including the
      fees and expenses of the Indenture Trustee) connected therewith.

     

    Every
      replacement Environmental Control Bond issued pursuant to this Section in
      replacement of any mutilated, destroyed, lost or stolen Environmental Control
      Bond shall constitute an original additional contractual obligation of the
      Issuer, whether or not the mutilated, destroyed, lost or stolen Environmental
      Control Bond shall be at any time enforceable by anyone, and shall be entitled
      to all the benefits of this Indenture equally and proportionately with any
      and
      all other Environmental Control Bonds duly issued hereunder.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Environmental Control
      Bonds.

     

    SECTION
      2.07.  Persons
      Deemed Owner.
      Prior
      to due presentment for registration of transfer of any Environmental Control
      Bond, the Issuer, the Indenture Trustee and any agent of the Issuer or the
      Indenture Trustee may treat the Person in whose name any Environmental Control
      Bond is registered (as of the day of determination) as the owner of such
      Environmental Control Bond for the purpose of receiving payments of principal
      of
      and premium, if any, and interest on such Environmental Control Bond and for
      all
      other purposes whatsoever, whether or not such Environmental Control Bond be
      overdue, and neither the Issuer, the Indenture Trustee nor any agent of the
      Issuer or the Indenture Trustee shall be affected by notice to the contrary.
      Upon the issuance of Definitive Environmental Control Bonds, the Indenture
      Trustee shall recognize the Holders of Definitive Environmental Control Bonds
      as
      Environmental Control Bondholders.

     

    SECTION
      2.08.  Payment
      of Principal, Premium, if any, and Interest; Interest on Overdue Principal
      and
      Premium, if any; Principal, Premium and Interest Rights
      Preserved.
      (a) The
      Environmental Control Bonds shall accrue interest as provided in the form of
      Environmental Control Bond attached to the Series Supplement for such
      Environmental Control Bonds, at the applicable Bond Rate specified therein,
      and
      such interest shall be payable on each Payment Date as specified therein. Any
      installment of interest, principal or premium, if any, payable on any
      Environmental Control Bond which is punctually paid or duly provided for by
      the
      Issuer on the applicable Payment Date or paid in accordance with the provisions
      of clause (c) below shall be paid to the Person in whose name such Environmental
      Control Bond (or one or more Predecessor Environmental Control Bonds) is
      registered on the Bond Register as of the close of business on the applicable
      Record Date or Special Record Date, in accordance with clause (c) below, for
      such Payment Date or Special Record Date, by check mailed first-class, postage
      prepaid to such Person’s address as it appears on the Bond Register as of the
      close of business on such date or in such other manner as may be provided in
      the
      related Series Supplement, except that (i) upon application to the
      Indenture Trustee by any Holder owning Environmental Control Bonds of any
      tranche in the principal amount of $10,000,000 or more not later than the
      applicable Record Date payment will be made by wire transfer to an account
      maintained by such Holder in New York, New York; (ii) with respect to
      Environmental Control Bonds registered as of the close of business on the
      applicable Record Date or Special Record Date in the name of the nominee of
      the
      Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
      made by wire transfer in immediately available funds to the account designated
      by such nominee; and (iii) with respect to the final installment of
      principal and premium, if any, payable with respect to such Environmental
      Control Bond on a Payment Date, such amounts shall be payable as provided in
      clause (b) below. The funds represented by any such checks returned
      undelivered shall be held in accordance with Section 3.03
      hereof.

     

    (b)  The
      principal of each Environmental Control Bond of each Series (and, if applicable,
      Tranche) shall be payable in installments on each Payment Date specified in
      the
      Expected Sinking Fund Schedule attached to the Series Supplement for such
      Environmental Control Bonds, but only to the extent that moneys are
      available for such payment pursuant to Section 8.02. Failure to pay in
      accordance with such Expected Sinking Fund Schedule because 

     

    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    moneys
      are not so available pursuant to Section 8.02 to make such payments shall
      not constitute a Default or Event of Default under this Indenture.
      Notwithstanding the foregoing, the entire unpaid principal amount of the
      Environmental Control Bonds of any Series or Tranche shall be due and payable,
      if not previously paid (i) on the Series Termination Date (or, if
      applicable, Tranche Termination Date) therefor or (ii) on the date on which
      the Environmental Control Bonds of all Series have been declared immediately
      due
      and payable in accordance with Section 5.02. The Indenture Trustee shall
      notify the Person in whose name an Environmental Control Bond is registered
      at
      the close of business on the Record Date second preceding the Payment Date
      on
      which the Issuer expects that the final installment of principal of and premium,
      if any, and interest on such Environmental Control Bond will be paid. Such
      notice shall be mailed no later than ten days prior to such final Payment Date
      and shall specify that such final installment of principal and premium, if
      any,
      will be payable to the Person in whose name an Environmental Control Bond is
      registered at the close of business on the Record Date immediately preceding
      such final Payment Date and only upon presentation and surrender of such
      Environmental Control Bond and shall specify the office or agency of the
      Indenture Trustee where such Environmental Control Bond may be presented and
      surrendered for payment of such installment.

     

    (c)  If
      the
      Issuer defaults in a payment of interest on the Environmental Control Bonds
      of
      any Series, or is in default with respect to any amount payable to any Swap
      Counterparty in accordance with any Swap Agreement, the Issuer shall pay
      defaulted interest or such other amount, as the case may be, (plus interest
      on
      such defaulted interest or on such other amount at the applicable Bond Rate
      to
      the extent lawful) in any lawful manner (subject to the availability of such
      amounts in the related Tranche Subaccount, in the case of interest owed with
      respect to any Floating Rate Bonds). The Issuer shall pay such defaulted
      interest to the Persons who are Environmental Control Bondholders and to any
      Swap Counterparty, as applicable, at the rate specified in the related Series
      Supplement or Swap Agreement, respectively, on a subsequent Special Record
      Date,
      which date shall be at least five Business Days prior to the Special Payment
      Date. The Issuer shall fix or cause to be fixed any such Special Record Date
      and
      Special Payment Date, and, at least fifteen days before any such special record
      date, the Indenture Trustee shall mail to each affected Environmental Control
      Bondholder a notice that states the Special Record Date, the Special Payment
      Date and the amount of defaulted interest (plus interest on the defaulted
      interest) to be paid.

     

    SECTION
      2.09.  Cancellation.
      All
      Environmental Control Bonds surrendered for payment, registration of transfer
      or
      exchange shall, if surrendered to any Person other than the Indenture Trustee,
      be delivered to the Indenture Trustee and shall be promptly canceled by the
      Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee
      for cancellation any Environmental Control Bonds previously authenticated and
      delivered hereunder which the Issuer may have acquired in any manner whatsoever,
      and all Environmental Control Bonds so delivered shall be promptly canceled
      by
      the Indenture Trustee. No Environmental Control Bonds shall be authenticated
      in
      lieu of or in exchange for any Environmental Control Bonds canceled as provided
      in this Section, except as expressly permitted by this Indenture. All canceled
      Environmental Control Bonds may be held or disposed of by the Indenture Trustee
      in accordance with its standard retention or disposal policy as in effect at
      the
      time unless the Issuer shall direct by an Issuer Order that they be destroyed
      or
      returned to it; 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    provided
      that such Issuer Order is timely and the
      Environmental Control Bonds have not been previously disposed of by the
      Indenture Trustee.

     

    SECTION
      2.10.  Authentication
      and Delivery of Environmental Control Bonds.
      The
      Issuer may issue Environmental Control Bonds of a new Series from time to time
      as a Financing Issuance or a Refunding Issuance.

     

    Environmental
      Control Bonds of a new Series may from time to time be executed by an Authorized
      Officer and delivered to the Indenture Trustee for authentication and thereupon
      the same shall be authenticated and delivered by the Indenture Trustee upon
      delivery by the Issuer, at the Issuer’s expense, to the Indenture Trustee of the
      following:

     

    (1)  Authentication
      Order.
      An
      Issuer Order authorizing and directing the execution, authentication and
      delivery of the Environmental Control Bonds by the Indenture Trustee and
      specifying the principal amount of Environmental Control Bonds to be
      authenticated.

     

    (2)  Authorizations.
      Either
      (i) a certificate of authentication or other official document evidencing
      the due authorization, approval or consent of any governmental body or bodies
      at
      the time having jurisdiction, together with an Opinion of Counsel on which
      the
      Indenture Trustee is entitled to rely to the effect that no authorization,
      approval, or consent of any other governmental body is required for the valid
      issuance, authentication and delivery of such Environmental Control Bonds,
      or
      (ii) an Opinion of Counsel that no such authorization, approval, or consent
      of any governmental body is required, except for, in the case of (i) and (ii),
      such registrations as are required under the Blue Sky and securities laws of
      any
      State.

     

    (3)  Authorizing
      Certificate.
      A
      certified resolution of the Issuer authorizing the execution and delivery of
      the
      Series Supplement for the Environmental Control Bonds applied for and the
      execution, authentication and delivery of such Environmental Control
      Bonds.

     

    (4)  Series
      Supplement.
      A
      Series Supplement for the Series of Environmental Control Bonds applied
      for, which shall set forth the provisions and form of the Environmental Control
      Bonds of such Series (and, if applicable, each Tranche thereof).

     

    (5)  Certificates
      of the Issuer, the Transferor and the Seller.
      (a) An
      Officer’s Certificate from the Issuer, dated as of the Series Issuance
      Date, stating: (i) that no Default or Event of Default has occurred and is
      continuing under this Indenture and that the issuance of the Environmental
      Control Bonds applied for will not result in any Default or Event of Default;
      (ii) that the Issuer has appointed the firm of Independent registered
      public accountants as contemplated in Section 8.05; (iii) that
      attached thereto are duly executed, true and complete copies of the Transfer
      Agreement, the Sale Agreement and the Servicing Agreement; (iv) that all
      filings with the PSCWV pursuant to the Statute and all UCC financing statements
      with respect to the Series Collateral that are required to be filed in
      accordance with the terms of the Transfer Agreement, the Sale Agreement, the
      Servicing Agreement or this Indenture have been filed as required; and


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (v) that
      all conditions precedent provided in
      the Indenture relating to the authentication and delivery of the Environmental
      Control Bonds have been complied with.

     

    (b)  An
      Officer’s Certificate from the Transferor, dated as of the Series Issuance
      Date, to the effect that, in the case of the Environmental Control Property
      to
      be transferred to the Seller on such date immediately prior to the conveyance
      thereof to the Seller pursuant to the Transfer Agreement:

     

    (i)  no
      entity, other than the Transferor, had any ownership interest in such
      Environmental Control Property at any time; to the extent of the Seller’s
      interest in the Environmental Control Property, such interest in the
      Environmental Control Property has been validly and absolutely transferred
      to
      the Seller free and clear of all Liens (other than Liens created by the Issuer
      pursuant to this Indenture); the Transferor has the corporate power and
      authority to transfer such Environmental Control Property to the Seller; and
      the
      Transferor has duly authorized such absolute transfer to the Seller by all
      necessary corporate action; and

     

    (ii)  the
      attached copy of the Financing Order creating such Environmental Control
      Property is true and correct and is in full force and effect.

     

    (c)  An
      Officer’s Certificate from the Seller, dated as of the Series Issuance
      Date, to the effect that, in the case of the Initial Transferred Environmental
      Control Property to be sold to the Issuer on such date immediately prior to
      the
      conveyance thereof to the Issuer pursuant to the Sale Agreement: the Seller
      is
      the sole owner of such Initial Transferred Environmental Control Property;
      such
      Initial Transferred Environmental Control Property has been validly transferred
      to the Issuer free and clear of all Liens (other than Liens created by the
      Issuer pursuant to this Indenture); the Seller has the limited liability company
      power and authority to own, sell and assign such Initial Transferred
      Environmental Control Property to the Issuer; and the Seller has duly authorized
      such sale and assignment to the Issuer by all necessary limited liability
      company action.

     

    (6)  Opinion
      of Counsel.
      An
      Opinion of Counsel, portions of which may be delivered by counsel for the
      Issuer, for the Transferor, the Seller, the Servicer and the Administrator
      dated
      as of the Series Issuance Date, to the collective effect that:

     

    (a)  the
      Issuer has the power and authority to execute and deliver the
      Series Supplement and this Indenture and to issue the Environmental Control
      Bonds applied for, each of the Series Supplement, this Indenture and the
      Environmental Control Bonds applied for have been duly authorized, executed
      and
      delivered, and the Issuer is duly organized and in good standing under the
      laws
      of the jurisdiction of its organization;

     

    (b)  the
      Environmental Control Bonds applied for, when authenticated in accordance with
      the provisions of the Indenture and the related Series Supplement and delivered,
      will constitute valid and binding obligations of the Issuer entitled to the
      benefits of the Indenture and the related Series Supplement, enforceable in
      accordance with the terms of such Bonds except as such enforceability may be
      subject to bankruptcy, 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    insolvency,
      moratorium, reorganization and other
      similar laws affecting the rights and remedies of creditors generally and
      general principles of equity (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

     

    (c)  the
      Indenture (including the related Series Supplement), the Sale Agreement,
      the Servicing Agreement and the Issuer Administration Agreement are valid and
      binding agreements of the Issuer, enforceable in accordance with their
      respective terms except as such enforceability may be subject to bankruptcy,
      insolvency, moratorium, reorganization and other similar laws affecting the
      rights and remedies of creditors generally and general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law);

     

    (d)  the
      Transfer Agreement is a valid and binding agreement of the Transferor,
      enforceable against the Transferor in accordance with its terms except as such
      enforceability may be subject to bankruptcy, insolvency, moratorium,
      reorganization and other similar laws affecting the rights and remedies of
      creditors generally and general principles of equity (regardless of whether
      such
      enforcement is considered in a proceeding in equity or at law);

     

    (e)  the
      Transfer Agreement, the Sale Agreement and the MPR Administration Agreement
      are
      valid and binding agreements of the Seller, enforceable against the Seller
      in
      accordance with their respective terms except as such enforceability may be
      subject to bankruptcy, insolvency, moratorium, reorganization and other similar
      laws affecting the rights and remedies of creditors generally and general
      principles of equity (regardless of whether such enforcement is considered
      in a
      proceeding in equity or at law);

     

    (f)  the
      Servicing Agreement is a valid and binding agreement of the Servicer,
      enforceable against the Servicer in accordance with its terms except as such
      enforceability may be subject to bankruptcy, insolvency, moratorium,
      reorganization and other similar laws affecting the rights and remedies of
      creditors generally and general principles of equity (regardless of whether
      such
      enforcement is considered in a proceeding in equity or at law);

     

    (g)  the
      Issuer Administration Agreement is a valid and binding agreement of the
      Administrator, enforceable against the Administrator in accordance with its
      terms except as such enforceability may be subject to bankruptcy, insolvency,
      moratorium, reorganization and other similar laws affecting the rights and
      remedies of creditors generally and general principles of equity (regardless
      of
      whether such enforcement is considered in a proceeding in equity or at
      law);

     

    (h)  all
      filings with, and orders of, the PSCWV pursuant to the Statute that are
      necessary to transfer the Environmental Control Property to the Seller and
      subsequently the Transferred Environmental Control Property from the Seller
      to
      the Issuer have been executed and filed. Except for continuation filings with
      the Secretary of State of the State of West Virginia, all filings, including
      filings with the PSCWV and the Secretary of State of the State of West Virginia
      pursuant to the Statute, that are necessary 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    to
      fully preserve and protect the interests of the
      Seller in the Environmental Control Property and the Issuer in the Transferred
      Environmental Control Property have been executed and filed.

     

    (i)  [(I) to
      the extent that the provisions of Section 24-2-4e(l) of the Statute apply
      to the grant of a security interest by the Issuer in the Series Collateral,
      including the Transferred Environmental Control Property pursuant to
      Section 24-2-4e(l) of the Statute and the Financing Order, pursuant to this
      Indenture, then upon the later of the time (i) the Financing Order is
      issued, (ii) this Indenture is executed and delivered and (iii) value
      is received for the Environmental Control Bonds, (A) this Indenture creates
      in favor of the Indenture Trustee a security interest in the rights of the
      Issuer in the Series Collateral, (B) such security interest is valid and
      enforceable against the Issuer and third parties (subject to the rights of
      any
      third parties holding security interests in such Series Collateral in the manner
      described in Section 24-2-4e(l)(3) of the Statute), and has attached,
      (C) once the filing of a financing statement is made in accordance with
      Section 24-2-4(e)(l) of the Statute, such security interest will be perfected,
      and (D) such perfected security interest is of first priority; and
      (II) to the extent that the provisions of Section 24-2-4e(l) of the
      Statute do not apply to the grant of a security interest by the Issuer in the
      Series Collateral pursuant to this Indenture, then upon the giving of value
      by
      the Indenture Trustee to the Issuer with respect to the Series Collateral,
      (A) this Indenture creates in favor of the Indenture Trustee a security
      interest in the rights of the Issuer in the Series Collateral, (B) such
      security interest is enforceable against the Issuer and third parties with
      respect to such Series Collateral, (C) such security interest is perfected
      upon the filing of a financing statement in accordance with the Statute and
      Article Nine of the West Virginia [and Delaware] UCC, and (D) such
      perfected security interest is of first priority;] [To
      be reviewed by WVA and DE counsel.]

     

    (j)  the
      Indenture has been duly qualified under the Trust Indenture Act and either
      the
      Series Supplement for the Environmental Control Bonds applied for has been
      duly qualified under the Trust Indenture Act or no such qualification of such
      Series Supplement is necessary;

     

    (k)  the
      Issuer is not an “investment company” or under the “control” of an “investment
      company” as such terms are defined under the Investment Company Act of 1940, as
      amended;

     

    (l)  all
      instruments furnished to the Indenture Trustee conform to the requirements
      of
      this Indenture and constitute all the documents required to be delivered
      hereunder for the Indenture Trustee to authenticate and deliver the
      Environmental Control Bonds applied for, and all conditions precedent provided
      for in this Indenture relating to the authentication and delivery of the
      Environmental Control Bonds have been complied with;

     

    (m)  either
      (A) the Registration Statement is effective under the Securities Act and,
      to the best of such counsel’s knowledge and information, no stop order
      suspending the effectiveness of the Registration Statement has been issued
      under
      the Securities Act nor have proceedings therefor been instituted or threatened
      by the 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Commission
      or (B) the Environmental Control
      Bonds are exempt from the registration requirements under the Securities
      Act;

     

    (n)  the
      Transfer Agreement, the Sale Agreement and the Servicing Agreement and the
      Issuer Administration Agreement have been duly authorized, executed and
      delivered by the Issuer, the Transferor, the Seller, the Servicer and the
      Administrator, as applicable.

     

    (7)  [Accountant’s
      Certificate or Opinion.
      A
      certificate or opinion, addressed to the Issuer and the Indenture Trustee
      complying with the requirements of Section 11.01 hereof, of a firm of
      Independent certified public accountants of recognized national reputation
      to
      the effect that (i) such accountants are Independent with respect to the
      Issuer within the meaning of the Indenture, and are independent public
      accountants within the meaning of the standards of The American Institute of
      Certified Public Accountants, and (ii) with respect to the Collateral, they
      have made such calculations as they deemed necessary for the purpose and
      determined that, based on the assumptions used in calculating the initial
      Environmental Control Charges with respect to the Transferred Environmental
      Control Property or, if applicable, the most recent revised Environmental
      Control Charges with respect to the Transferred Environmental Control Property,
      and taking into account amounts on deposit in the Excess Funds Subaccount,
      as of
      the Series Issuance Date for such Series (after giving effect to the
      issuance of such Series and the application of the proceeds therefrom) such
      Environmental Control Charges are sufficient to (a) pay Operating Expenses
      when incurred, (b) pay interest on each Series of Environmental Control
      Bonds at their respective Bond Rates when due, or, with respect to Tranches
      or
      Series for which a Swap Agreement is in effect and for which any payments due
      thereunder from the applicable Counterparty are being received by the Issuer,
      regular fixed payments due to the related Counterparties (not including any
      breakage or termination payments), (c) pay principal of the Environmental
      Control Bonds of all Series in accordance with their respective Expected Sinking
      Fund Schedules, and (d) replenish the Capital Subaccount up to the Required
      Capital Amount as of each Payment Date.] [Confirm with accountants and
      Trustee]

     

    (8)  Rating
      Agency Condition.
      The
      Indenture Trustee shall receive written notice reasonably satisfactory to it
      from each Rating Agency that the Rating Agency Condition will be satisfied
      with
      respect to the issuance of such new Series if, at the time, there are any
      Outstanding Series of Environmental Control Bonds. Additionally, such new Series
      shall be rated “Aaa” by Moody’s, “AAA” by S&P and “AAA” by
      Fitch.

     

    (9)  Bills
      of Sale.
      If the
      issuance of an additional Series of Environmental Control Bonds is a Financing
      Issuance, the Bill of Sale delivered to the Issuer under the Sale Agreement
      with
      respect to the Transferred Environmental Control Property being purchased with
      the proceeds of such Financing Issuance.

     

    (10)  Moneys
      for Refunding.
      If the
      issuance of a Series of Environmental Control Bonds is a Refunding Issuance,
      the
      amount of money necessary to pay the outstanding principal balance of, and
      premium and interest on, the Environmental 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Control
      Bonds being refunded, such money to be
      deposited into a separate account with the Indenture Trustee.

     

    (11)  Other
      Requirements.
      Such
      other documents, certificates, agreements, instruments or opinions as the
      Indenture Trustee may reasonably require.

     

    SECTION
      2.11.  Book-Entry
      Environmental Control Bonds.
      Unless
      otherwise specified in the related Series Supplement, each Series, upon original
      issuance, will be issued in the form of a typewritten Environmental Control
      Bond
      or Environmental Control Bonds representing the Book-Entry Environmental Control
      Bonds, to be delivered to the Indenture Trustee as custodian for The Depository
      Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer.
      Such Environmental Control Bond shall initially be registered on the Bond
      Register in the name of Cede & Co., the nominee of the initial Clearing
      Agency, and no Bondholder will receive a definitive Environmental Control Bond
      representing such Holder’s interest in such Environmental Control Bond, except
      as provided in Section 2.13. Unless and until Definitive Environmental Control
      Bonds have been issued to Environmental Control Bondholders pursuant to Section
      2.13:

     

    (a) the
      provisions of this Section 2.11 shall be in full force and effect; 

     

    (b) the
      Bond
      Registrar and the Indenture Trustee shall be entitled to deal with the then
      acting Clearing Agency for all purposes of this Indenture (including the payment
      of Principal of and interest on the Environmental Control Bonds and the giving
      of instructions or directions hereunder) as the sole Holder of the Environmental
      Control Bonds, and shall have no obligation to the Environmental Control Bond
      Owners; 

     

    (c) to
      the
      extent that the provisions of this Section 2.11 conflict with any other
      provisions of this Indenture, the provisions of this Section 2.11 shall
      control;

     

    (d) the
      rights of the Environmental Control Bond Owners shall be exercised only through
      the then acting Clearing Agency and shall be limited to those established by
      law
      and agreements between such the Environmental Control Bond Owners and the
      Clearing Agency or the Clearing Agency Participants. Pursuant to the DTC
      Agreement, unless and until Definitive Environmental Control Bonds are issued
      pursuant to Section 2.13, the initial Clearing Agency will make book-entry
      transfers among the Clearing Agency Participants and receive and transmit
      payments of Principal of and interest on the Environmental Control Bonds to
      such
      Clearing Agency Participants; and 

     

    (e) whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders evidencing a specified percentage of the Outstanding
      Amount of the Environmental Control Bonds or a Series or Tranche thereof, the
      Clearing Agency shall be deemed to represent such percentage only to the extent
      that it has received instructions to such effect from the Environmental Control
      Bond Owners or Clearing Agency Participants owning or representing,
      respectively, such required percentage of the beneficial interest in the
      Environmental Control Bonds or such Series or Tranche and has delivered such
      instructions to the Indenture Trustee.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.12.  Notices
      to Clearing Agency.
      Whenever a notice or other communication to the Environmental Control
      Bondholders is required under this Indenture, unless and until Definitive
      Environmental Control Bonds shall have been issued to the Environmental Control
      Bond Owners pursuant to Section 2.13, the Indenture Trustee shall give all
      such
      notices and communications specified herein to be given to Environmental Control
      Bondholders to the Clearing Agency, and shall have no obligation to the
      Environmental Control Bond Owners.

     

    SECTION
      2.13.  Definitive
      Environmental Control Bonds.
      If (i)
      the Issuer advises the Indenture Trustee in writing that the then acting
      Clearing Agency is no longer willing or able to properly discharge its
      responsibilities as nominee and depository with respect to the book-entry bonds
      of any Series or Tranche and the Issuer is unable to locate a qualified
      successor, (ii) the Issuer, at its option, advises the Indenture Trustee in
      writing that it elects to terminate the book-entry system through the Clearing
      Agency with respect to any Series or Tranche or (iii) after the occurrence
      of an
      Event of Default, Environmental Control Bond Owners representing beneficial
      interests aggregating no less than a majority of the Outstanding Amount of
      the
      Environmental Control Bonds of all Series maintained as book-entry bonds advise
      the Issuer, the Indenture Trustee and the Clearing Agency in writing that the
      continuation of a book-entry system through the Clearing Agency is no longer
      in
      the best interests of the Environmental Control Bond Owners, then the Clearing
      Agency shall notify all affected Environmental Control Bond Owners and the
      Indenture Trustee of the occurrence of any such event and of the availability
      of
      Definitive Environmental Control Bonds to affected Environmental Control Bond
      Owners requesting the same. Upon surrender to the Indenture Trustee of the
      typewritten Environmental Control Bond or Environmental Control Bonds
      representing the Book-Entry Environmental Control Bonds by the Clearing Agency,
      accompanied by registration instructions, a Manager on behalf of the Issuer
      shall execute and the Indenture Trustee shall authenticate the Definitive
      Environmental Control Bonds in accordance with the instructions of the Clearing
      Agency. None of the Issuer, the Bond Registrar or the Indenture Trustee shall
      be
      liable for any delay in delivery of such instructions and may conclusively
      rely
      on, and shall be protected in relying on, such instructions. Upon the issuance
      of Definitive Environmental Control Bonds in accordance with this Section 2.13,
      the Indenture Trustee shall recognize the Holders of the Definitive
      Environmental Control Bonds as Environmental Control Bondholders.

     

    Definitive
      Environmental Control Bonds will be transferable and exchangeable at the offices
      of the Bond Registrar.

     

    SECTION
      2.14.  Tax
      Treatment.
      The
      Issuer, by entering into this Indenture, and the Holders and any Persons holding
      a beneficial interest in any Bond, by acquiring any Bond or interest therein,
      (i) express their intention that, solely for the purposes of federal income
      taxes and, to the extent consistent with applicable state, local and other
      tax
      law, solely for the purposes of state, local and other taxes, the Bonds qualify
      under applicable tax law as indebtedness of the Member secured by the Collateral
      and (ii) solely for the purposes of federal income taxes and, to the extent
      consistent with applicable state, local and other tax law, solely for purposes
      of state, local and other taxes, so long as any of the Bonds are outstanding,
      agree to treat the Bonds as indebtedness of the Member secured by the Collateral
      unless otherwise required by appropriate taxing authorities. 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.15.  State
      Pledge.
      Under
      the laws of the State of West Virginia in effect on the Closing Date, the State
      of West Virginia (including the PSCWV) has pledged and agreed with the Holders,
      pursuant to Section (q) of the Statute, as follows: 

     

    “that
      the
      state will not take or permit any action that impairs the value of environmental
      control property or, except as allowed under subsection (e) of this section
      reduce, alter or impair environmental control charges that are imposed,
      collected and remitted for the benefit of the bondholders, any assignee, and
      any
      financing parties, until any principal, interest and redemption premium in
      respect of environmental control bonds, all financing costs and all amounts
      to
      be paid to an assignee or financing party under ancillary agreement are paid
      or
      performed in full.”

     

    The
      Issuer hereby acknowledges that the purchase of any Bond by a Holder is made
      in
      reliance on such agreement and pledge by the State of West Virginia.


     

    SECTION
      2.16.  Security
      Interests.
      The
      Issuer hereby makes the following representations and warranties. Other than
      (i)
      the security interest granted to the Indenture Trustee pursuant to this
      Indenture in the applicable Series Supplement and (ii) any security interest
      granted by the Issuer pursuant to an Additional Issuance, the Issuer has not
      pledged, granted, sold, conveyed or otherwise assigned any interests or security
      interests in any Collateral and no security agreement, financing statement
      or
      equivalent security or Lien instrument listing the Issuer as debtor covering
      all
      or any part of any Collateral is on file or of record in any jurisdiction,
      except such as may have been filed, recorded or made by the Issuer in favor
      of
      the Indenture Trustee on behalf of the Holders of Bonds secured by such
      Collateral in connection with this Indenture. This Indenture constitutes a
      valid
      and continuing lien on the Collateral in favor of the Indenture Trustee on
      behalf of the Holders of the Bonds secured by such Collateral, which lien is
      prior to all other Liens and is enforceable as such as against creditors of
      and
      purchasers from the Issuer in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and other similar laws affecting creditors’ rights
      generally or by general equitable principles, whether considered in a proceeding
      at law or in equity and by an implied covenant of good faith and fair dealing.
      With respect to all Series Collateral, this Indenture together with the related
      Series Supplement creates a valid and continuing security interest (as defined
      in the UCC) in the related Series Collateral, which security interest is prior
      to all other Liens and is enforceable as such as against creditors of and
      purchasers from the Issuer in accordance with its terms, except as such
      enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and other similar laws affecting creditors’ rights
      generally or by general equitable principles, whether considered in a proceeding
      at law or in equity and by an implied covenant of good faith and fair dealing.
      The Issuer has good and marketable title to the Collateral free and clear of
      any
      Lien, claim or encumbrance of any Person. All of the Collateral constitute
      either Environmental Control Property, deposit accounts, investment property
      or
      general intangibles (as each such term is defined in the UCC) except that
      proceeds of the Collateral may also take the form of instruments. The Issuer
      has
      taken, or caused the Servicer to take, all action necessary to perfect the
      security interest in the Series Collateral granted to the Indenture Trustee
      pursuant to this Indenture in the applicable Series Supplement. The Issuer
      has
      filed (or has caused the Servicer to file) all appropriate financing statements
      in the proper filing offices in the appropriate jurisdictions under applicable
      law in order to perfect the security interest in the Series Collateral granted
      to the Indenture Trustee for the benefit of the Secured Parties of each related
      Series. The 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      Issuer
        has not authorized the filing of and is not aware of any financing statements
        against the Issuer that include a description of the Collateral other than
        those
        filed in favor of the Indenture Trustee. The Issuer is not aware of any judgment
        or tax Lien filings against the Issuer. The Collection Account (including
        all
        subaccounts thereof) constitutes a “securities account” within the meaning of
        the UCC. The Issuer has taken all steps necessary to cause the securities
        intermediary of each such securities account to identify in its records the
        Indenture Trustee as the person having a Security Entitlement against the
        securities intermediary in such securities account, the Collection Account
        for
        such Series of Bonds is not in the name of any Person other than the Indenture
        Trustee, and the Issuer has not consented to the securities intermediary
        of the
        Collection Account for such Series of Bonds to comply with entitlement orders
        of
        any Person other than the Indenture Trustee. All of the Series Collateral
        constituting investment property has been and will have been credited to
        the
        Collection Account for such Series of Bonds or a subaccount thereof, and
        the
        entity acting as Indenture Trustee, in its capacity as the securities
        intermediary for such Collection Account, has agreed to treat all assets
        credited to the Collection Account for such Series of Bonds as “financial
        assets” within the meaning of the UCC. Accordingly, the Indenture Trustee has a
        first priority perfected security interest in the Collection Account for
        such
        Series of Bonds, all funds and financial assets on deposit therein, and all
        Securities Entitlements relating thereto. The representations and warranties
        set
        forth in this Section 2.16 shall survive the execution and delivery of this
        Indenture and the issuance of any Bonds, shall be deemed re-made on each
        date on
        which any funds in the Collection Account for each Series of Bonds are
        distributed to Issuer or otherwise released from the lien of the Indenture
        and
        may not be waived by any party hereto except pursuant to a supplemental
        indenture executed in accordance with Article IX and as to which the Rating
        Agency Condition has been satisfied.

       

    

    SECTION
      3.

     

    Covenants

     

    SECTION
      3.01.  Payment
      of Principal, Premium, if any, and Interest.
      The
      Issuer will duly and punctually pay the principal of and premium, if any, and
      interest on the Environmental Control Bonds in accordance with the terms of
      the
      Environmental Control Bonds and this Indenture; provided that except on the
      Series Termination Date or the Tranche Termination Date for a Series or Tranche
      of Environmental Control Bonds or upon the acceleration of the Environmental
      Control Bonds following the occurrence of an Event of Default pursuant to
      Section 5.02, the Issuer shall only be obligated to pay the principal of such
      Environmental Control Bonds on each Payment Date therefor to the extent moneys
      are available for such payment pursuant to Section 8.02. Amounts properly
      withheld under the Code by any Person from a payment to any Environmental
      Control Bondholder of interest or principal or premium, if any, shall be
      considered as having been paid by the Issuer to such Environmental Control
      Bondholder for all purposes of this Indenture.

     

    SECTION
      3.02.  Maintenance
      of Office or Agency.
      As long
      as any of the Environmental Control Bonds remain Outstanding, the Issuer will
      maintain in the Borough of Manhattan, the City of New York, an office or agency
      where Environmental Control Bonds may be surrendered for registration of
      transfer or exchange, and where notices and demands to or upon the Issuer in
      respect of the Environmental Control Bonds and this Indenture may be served.
      The
      Issuer hereby initially appoints the Indenture Trustee to serve as its agent
      for
      the foregoing 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    purposes.
      The Issuer will give prompt written notice
      to the Indenture Trustee of the location, and of any change in the location,
      of
      any such office or agency. If at any time the Issuer shall fail to maintain
      any
      such office or agency or shall fail to furnish the Indenture Trustee with the
      address thereof, such surrenders, notices and demands may be made or served
      at
      the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
      as its agent to receive all such surrenders, notices and demands.

     

    SECTION
      3.03.  Money
      for Payments To Be Held in Trust.
      As
      provided in Section 8.02(a), all payments of principal of, or premium and
      interest on, the Environmental Control Bonds that are to be made from amounts
      withdrawn from the Collection Account pursuant to Section 8.02(d), (e),
 (g) or (h) or Section 4.03 shall be made on behalf of the Issuer
      by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn
      from the Collection Account for payments of Environmental Control Bonds shall
      be
      paid over to the Issuer except as provided in this Section and in
      Section 8.02.

     

    The
      Issuer shall cause each Paying Agent other than the Indenture Trustee to execute
      and deliver to the Indenture Trustee an instrument in which such Paying Agent
      shall agree with the Indenture Trustee (and if the Indenture Trustee acts as
      Paying Agent, it hereby so agrees), subject to the provisions of this Section,
      that such Paying Agent will:

     

    (i)      
      hold
      all
      sums held by it for the payment of principal of, or premium or interest on,
      the
      Environmental Control Bonds in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid to such Persons or otherwise disposed
      of
      as herein provided and pay such sums to such Persons as herein
      provided;

     

    (ii)    
       give
      the
      Indenture Trustee, the Rating Agencies and the PSCWV notice of any Default
      or
      Event of Default by the Issuer (or any other obligor upon the Environmental
      Control Bonds) of which the Paying Agent has actual knowledge with respect
      to
      the Issuer’s making of any payment required to be made with respect to the
      Environmental Control Bonds;

     

    (iii)   
       at
      any
      time during the continuance of any such Default or Event of Default, upon the
      written request of the Indenture Trustee, forthwith pay to the Indenture Trustee
      all sums so held in trust by such Paying Agent;

     

    (iv)  
       immediately
      resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
      held by the Paying Agent in trust for the payment of Environmental Control
      Bonds
      if at any time the Paying Agent ceases to meet the standards required to be
      met
      by a Paying Agent at the time of its appointment; and

     

    (v)  comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Environmental Control Bonds of any applicable
      withholding taxes imposed thereon and with respect to any applicable reporting
      requirements in connection therewith.

     

    The
      Issuer may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, by Issuer Order direct
      any
      Paying Agent to pay to the Indenture Trustee all sums held in trust by such
      Paying Agent, such sums to be held by 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    the
      Indenture Trustee upon the same trusts as those
      upon which the sums were held by such Paying Agent; and upon such payment by
      any
      Paying Agent to the Indenture Trustee, such Paying Agent shall be released
      from
      all further liability with respect to such money.

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent in trust for the payment of any amount
      of
      principal of, premium on, if any, or interest on any Environmental Control
      Bond
      and remaining unclaimed for two years after such amount has become due and
      payable shall be discharged from such trust and be paid to the Issuer on Issuer
      Request; and the Holder of such Environmental Control Bond shall thereafter,
      as
      an unsecured general creditor, look only to the Issuer for payment thereof
      (but
      only to the extent of the amounts so paid to the Issuer), and all liability
      of
      the Indenture Trustee or such Paying Agent with respect to such trust money
      shall thereupon cease; provided, however, that the Indenture Trustee or such
      Paying Agent, before being required to make any such repayment, may at the
      expense of the Issuer cause to be published once, in a newspaper published
      in
      the English language, customarily published on each Business Day and of general
      circulation in the City of New York, notice that such money remains unclaimed
      and that, after a date specified therein, which shall not be less than 30 days
      from the date of such publication, any unclaimed balance of such money then
      remaining will be repaid to the Issuer. The Indenture Trustee may also adopt
      and
      employ, at the expense of the Issuer, any other reasonable means of notification
      of such repayment (including mailing notice of such repayment to Holders whose
      right to or interest in moneys due and payable but not claimed is determinable
      from the records of the Indenture Trustee or of any Paying Agent, at the last
      address of record for each such Holder).

     

    SECTION
      3.04.  Existence.
      Subject
      to Section 3.10, the Issuer will keep in full effect its existence, rights
      and franchises as a limited liability company under the laws of the State of
      Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
      organized under the laws of any other State or of the United States of America,
      in which case the Issuer will keep in full effect its existence, rights and
      franchises under the laws of such other jurisdiction) 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 Indenture, the Environmental Control Bonds, the
      Collateral and each other instrument or agreement included therein.

     

    SECTION
      3.05.  Protection
      of Collateral.
      The
      Issuer will from time to time execute and deliver all such supplements and
      amendments hereto and all such filings (including filings with the PSCWV and
      the
      Secretary of State of the State of West Virginia pursuant to the Statute),
      financing statements, continuation statements, instruments of further assurance
      and other instruments, and shall take such other action necessary or advisable
      to:

     

    (i)     
       maintain
      and preserve the lien and security interest (and the first priority thereof)
      of
      this Indenture or carry out more effectively the purposes hereof;

     

    (ii)  perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (iii)   
       enforce
      any of the Collateral, including its rights under each Swap
      Agreement;

     

    (iv)   
       preserve
      and defend title to the Collateral and the rights of the Indenture Trustee
      and
      the Environmental Control Bondholders in the Collateral against the claims
      of
      all Persons and parties; or

     

    (v)  pay
      any
      and all taxes levied or assessed upon all or any part of the
      Collateral.

     

    The
      Issuer hereby designates the Indenture Trustee as its agent and attorney-in-fact
      to execute any filing with the PSCWV or the Secretary of State of the State
      of
      West Virginia, financing statements, continuation statements or other instrument
      required by the Indenture Trustee pursuant to this Section.

     

    SECTION
      3.06.  Opinions
      as to Collateral.
      (a) On
      or before July 1st in each calendar year, beginning at least three months
      after the issuance of the first Series of the Environmental Control Bonds while
      any Series is Outstanding, the Issuer shall furnish to the Indenture Trustee
      an
      Opinion of Counsel either stating that, in the opinion of such counsel, such
      action has been taken with respect to the recording, filing, re-recording and
      refiling of this Indenture, any Indentures supplemental hereto and any other
      requisite documents and, with respect to the execution and filing of any filings
      with the PSCWV pursuant to the Statute, financing statements and continuation
      statements as is necessary to maintain the lien and security interest created
      by
      this Indenture and reciting the details of such action or stating that in the
      opinion of such counsel no such action is necessary to maintain such lien and
      security interest, and no other lien or security interest is equal or provide
      the lien and security interest of the Bond Trustee in the Series Collateral.
      Such Opinion of Counsel shall also describe the recording, filing, re-recording
      and refiling of this Indenture, any Indentures supplemental hereto and any
      other
      requisite documents, and the execution and filing of any filings with the PSCWV
      and the Secretary of State of the State of West Virginia, financing statements
      and continuation statements that will, in the opinion of such counsel, be
      required to maintain the lien and security interest of this Indenture until
      July 1 in the following calendar year.

     

    (b)  Prior
      to
      the effectiveness of any amendment to the Transfer Agreement, the Sale Agreement
      or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee
      an
      Opinion of Counsel either (A) stating that, in the opinion of such counsel,
      all filings, including filings with the PSCWV and the Secretary of State of
      the
      State of West Virginia pursuant to the Statute, have been executed and filed
      that are necessary fully to preserve and protect the interest of the Issuer
      and
      the Indenture Trustee in the Transferred Environmental Control Property and
      the
      proceeds thereof, and reciting the details of such filings or referring to
      prior
      Opinions of Counsel in which such details are given, or (B) stating that,
      in the opinion of such counsel, no such action shall be necessary to preserve
      and protect such interest.

     

    SECTION
      3.07.  Performance
      of Obligations, SEC Filings.
      (a) The
      Issuer (i) shall diligently pursue any and all actions to enforce its
      rights under each instrument or agreement included in the Collateral and
      (ii) shall not take any action and will use its best efforts not to permit
      any action to be taken by others that would release any Person from any of
      such


     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Person’s
      covenants or obligations under any such
      instrument or agreement or that would result in the amendment, hypothecation,
      subordination, termination or discharge of, or impair the validity or
      effectiveness of, any such instrument or agreement, except, in each case, as
      expressly provided in this Indenture, the Transfer Agreement, the Sale
      Agreement, the Servicing Agreement, any Swap Agreement or such other instrument
      or agreement.

     

    (b)  The
      Issuer may contract with other Persons to assist it in performing its duties
      under this Indenture, and any performance of such duties by a Person identified
      to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be
      deemed to be action taken by the Issuer. Initially, the Issuer has contracted
      with the Servicer and the Administrator to assist the Issuer in performing
      its
      duties under this Indenture.

     

    (c)  The
      Issuer shall punctually perform and observe all of its obligations and
      agreements contained in the Sale Agreement, this Indenture and any supplements
      hereto, the Servicing Agreement, the Issuer Administration Agreement, each
      Swap
      Agreement and in all other instruments and agreements included in the
      Collateral.

     

    (d)  Without
      derogating from the absolute nature of the assignment granted to the Indenture
      Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
      but subject to Section 3.20, the Issuer agrees that it will not, without
      the prior written consent of the Indenture Trustee or the Holders of at least
      a
      majority in Outstanding Amount of the Environmental Control Bonds of all Series,
      amend, modify, waive, supplement, terminate or surrender, or agree to any
      amendment, modification, supplement, termination, waiver or surrender of, the
      terms of any Collateral or the Basic Documents. If any such amendment,
      modification, supplement or waiver shall be so consented to by the Indenture
      Trustee or such Holders, the Issuer agrees to execute and deliver, in its own
      name and at its own expense, such agreements, instruments, consents and other
      documents as shall be necessary or appropriate in the circumstances. The Issuer
      agrees that no such amendment, modification, supplement or waiver shall
      adversely affect the rights of the Holders of the Environmental Control Bonds
      Outstanding at the time of any such amendment, modification, supplement or
      waiver.

     

    (e)  The
      Issuer shall (or shall cause the Utility to) post on its website and file with
      or furnish to the SEC in periodic reports and other reports as are required
      from
      time to time under Section 13 or Section 15(d) of the Exchange Act the
      following information with respect to each Series of Outstanding Environmental
      Control Bonds to the extent such information is reasonably available to the
      Issuer:

     

    (i)  statements
      of all remittances of Environmental Control Charges made to the Indenture
      Trustee (to
      be
      included in the next Form 10-D filed with respect to the preceding period and
      each Form 10-K);

     

    (ii)  a
      statement reporting the balances in each Collection Account and in each
      subaccount of each Collection Account as of all Payment Date (to be included
      on
      the next Form 10-D filed) and as of the end of each year
      (to
      be
      included on the next Form 10-K filed);

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (iii)  a
      statement showing the balance of Outstanding Environmental Control Bonds that
      reflects the actual periodic payments made on each Series of the Environmental
      Control Bonds versus the expected periodic payments
      (to be
      included in the next Form 10-D and in each Form 10-K filed);

     

    (iv)  the
      Quarterly Servicer’s Certificate and the Monthly Servicer’s Certificate that are
      required to be submitted pursuant to the Servicing Agreement
      (to be
      filed with the next Form 10-D, Form 10-K or Form 8-K filed);

     

    (v)  the
      text
      (or a link to the website where a reader can find the text) of each adjustment
      filing and the results of each such filing following the issuance of the Series
      of Environmental Control Bonds (to be filed with the next Form 10-D, Form 10-K
      or Form 8-K);

     

    (vi)  any
      change in the long-term or short-term credit ratings of the Servicer assigned
      by
      the Rating Agencies
      below
      investment grade ratings
      (to be
      filed or furnished in a Form 8-K);
      and

     

    (vii)  material
      legislative or regulatory developments directly relevant to the Outstanding
      Environmental Control Bonds
      (to be
      filed or furnished in a Form 8-K);
      and

     

    (f)  The
      Issuer shall make all filings required under the Statute relating to the
      transfer of the ownership or security interest in the Transferred Environmental
      Control Property other than those required to be made by the Seller, the
      Transferor or the Servicer pursuant to the Basic Documents.

     

    SECTION
      3.08.  Negative
      Covenants.
      The
      Issuer shall not:

     

    (i)  except
      as
      expressly permitted by this Indenture, the Sale Agreement, the Servicing
      Agreement or any Swap Agreement, or in connection with an Additional Issuance,
      sell, transfer, exchange or otherwise dispose of any of the Collateral, unless
      directed to do so by the Indenture Trustee in accordance with
      Article V;

     

    (ii)  claim
      any
      credit on, or make any deduction from the principal or premium, if any, or
      interest payable in respect of, the Environmental Control Bonds (other than
      amounts properly withheld from such payments under the Code or any other tax
      laws or pursuant to any Swap Agreement) or assert any claim against any present
      or former Environmental Control Bondholder by reason of the payment of taxes
      levied or assessed upon the Issuer or any part of the Collateral;

     

    (iii)  (A) permit
      the validity or effectiveness of this Indenture to be impaired, or permit the
      lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or
      discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Environmental Control Bonds under this Indenture
      except as may be expressly permitted hereby, (B) permit any lien, charge,
      excise, claim, security interest, mortgage or other encumbrance (other than
      the
      lien and security interest created by this Indenture and the other Basic
      Documents) to be created on or extend to or 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    otherwise
      arise upon or burden the Collateral or any
      part thereof or any interest therein or the proceeds thereof or (C) permit
      the lien of any Series Supplement not to constitute a continuing valid first
      priority security interest in the related Series Collateral;

     

    (iv)  terminate
      its existence, or dissolve or liquidate in whole or in part; or

     

    (v)  take
      any
      action without first satisfying the Rating Agency Condition, if any Basic
      Document requires that the Rating Agency Condition be satisfied in connection
      with such action.

     

    SECTION
      3.09.  Annual
      Statement as to Compliance.
      The
      Issuer will deliver to the Indenture Trustee, Mon Power and the Rating Agencies
      within 120 days after the end of each fiscal year of the Issuer (commencing
      with
      December 31, [____] - the end of the fiscal year [____]), an Officer’s
      Certificate stating, as to the Authorized Officer signing such Officer’s
      Certificate, that

     

    (i)  a
      review
      of the activities of the Issuer during such year (or relevant portion thereof)
      and of performance under this Indenture has been made under such Authorized
      Officer’s supervision; and

     

    (ii)  to
      the
      best of such Authorized Officer’s knowledge, based on such review, the Issuer
      has complied with all conditions and covenants under this Indenture throughout
      such calendar year (or relevant portion thereof), or, if there has been a
      default in complying with any such condition or covenant, describing each such
      default and the nature and status thereof.

     

    SECTION
      3.10.  Issuer
      May Consolidate, etc., Only on Certain Terms.
      (a) The
      Issuer shall not consolidate or merge with or into any other Person,
      unless:

     

    (i)  the
      Person (if other than the Issuer) formed by or surviving such consolidation
      or
      merger shall (A) be a Person organized and existing under the laws of the United
      States of America or any State, (B) expressly assume by a Supplemental
      Indenture, executed and delivered to the Indenture Trustee, in form and
      substance satisfactory to the Indenture Trustee, the performance or observance
      of every agreement and covenant of this Indenture and the related Series
      Supplement on the part of the Issuer to be performed or observed, all as
      provided herein and in the applicable Series Supplement or
      Series Supplements, and (C) expressly assume all obligations and succeed to
      all rights of the Issuer under the Transfer Agreement, the Sale Agreement,
      the
      Servicing Agreement, the Issuer Administration Agreement and any Swap
      Agreement;

     

    (ii)  immediately
      after giving effect to such consolidation or merger, no Default, Event of
      Default or Servicer Default shall have occurred and be continuing;

     

    (iii)  the
      Rating Agency Condition shall have been satisfied with respect to such
      consolidation or merger;

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (iv)  the
      Issuer shall have delivered to the Seller, the Indenture Trustee and the Rating
      Agencies an opinion or opinions of outside tax counsel (as selected by the
      Issuer, in form and substance reasonably satisfactory to the Seller and the
      Indenture Trustee, and which may be based on a ruling from the Internal Revenue
      Service (unless the Internal Revenue Service has announced that it will not
      rule
      on the issues described in this paragraph)) to the effect that such
      consolidation or merger will not result in a material adverse federal or state
      tax consequence to the Issuer, the Seller, the Indenture Trustee or the
      then-existing Environmental Control Bondholders;

     

    (v)  any
      action as is necessary to maintain the first priority perfected security
      interest in the Collateral created by this Indenture and the related Series
      Supplement shall have been taken as evidenced by an Opinion of Counsel of
      external counsel of the Issuer delivered to the Indenture Trustee;
      and

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel of external counsel of the Issuer each stating that
      such consolidation or merger and any related Supplemental Indenture comply
      with
      this Indenture, any related Series Supplement and that all condition precedent
      herein provided for with respect to such consolidation or merger have been
      complied with.

     

    (b)  Except
      as
      specifically provided herein, the Issuer shall not sell, convey, exchange,
      transfer or otherwise dispose of any of its properties or assets included in
      the
      Collateral to any other Person unless:

     

    (i)  the
      Person that acquires the properties and assets of the Issuer, shall (A) be
      a
      United States citizen or a Person organized and existing under the laws of
      the
      United States of America or any State, (B) expressly assumes, by a Supplemental
      Indenture, executed and delivered to the Indenture Trustee, in form and
      substance satisfactory to the indenture Trustee, the performance or observance
      of every agreement and covenant of this Indenture on the part of the Issuer
      to
      be performed or observed, all as provided herein and in the applicable Series
      Supplements, (C) expressly agrees by means of such Supplemental Indenture that
      all right, title and interest so sold, conveyed, exchanges, transferred or
      otherwise disposed of shall be subject and subordinate to the rights of Holders,
      (D) unless otherwise provided in the Supplemental Indenture referred to in
      clause (B) above, expressly agrees to indemnify, defend and hold harmless the
      Issuer and the Indenture Trustee against and from any loss, liability or expense
      arising under or related to this Indenture, the related Series Supplements
      and
      the Environmental Control Bonds, (E) expressly agrees by means of a Supplemental
      Indenture that such Person (or if a group of Persons, then one specified Person)
      shall make all filings with the SEC (and any other appropriate Person) required
      by the Exchange Act in connection with the Environmental Control Bonds and
      (F)
      if such sale, conveyance, exchange, transfer or disposal related to the Issuer’s
      rights and obligations under the Transfer Agreement, Sale Agreement, Servicing
      Agreement or any Swap Agreement, assume all obligations and succeed to all
      rights of the Issuer under the applicable agreement;

     

    (ii)  immediately
      after giving effect to such transaction, no Default, Event of Default or
      Servicer Default shall have occurred and be continuing;

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (iii)  the
      Rating Agency Condition shall have been satisfied with respect to such
      transaction;

     

    (iv)  the
      Issuer shall have delivered to the Seller, the Indenture Trustee and the Rating
      Agencies an opinion or opinions of outside tax counsel (as selected by the
      Issuer, in form and substance reasonably satisfactory to the Seller and the
      Indenture Trustee, and which may be based on a ruling from the Internal Revenue
      Service) to the effect that the disposition will not result in a material
      adverse federal or state income tax consequence to the Issuer, the Seller,
      the
      Indenture Trustee or the then existing Bondholders;

     

    (v)  any
      action as is necessary to maintain the Lien and the first priority perfected
      security interest in the Collateral created by this Indenture and the related
      Series Supplement shall have been taken as evidenced by an Opinion of Counsel
      of
      external counsel of the Issuer delivered to the Indenture Trustee;
      and

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel of external counsel of the Issuer each stating that
      such sale, conveyance, exchange, transfer or other disposition and such
      Supplemental Indenture comply with this Indenture and the related Series
      Supplement and that all conditions precedent herein provided for in this Section
      3.10(b) with respect to such transaction have been complied with (including
      any
      filing required by the Exchange Act).

     

    SECTION
      3.11.  Successor
      or Transferee.
      (a) Upon
      any consolidation or merger of the Issuer in accordance with Section 3.10,
      the Person formed by or surviving such consolidation or merger (if other than
      the Issuer) shall succeed to, and be substituted for, and may exercise every
      right and power of, the Issuer under this Indenture with the same effect as
      if
      such Person had been named as the Issuer herein.

     

    (b)  Except
      as
      set forth in Section 6.07, upon any sale, conveyance or transfer by the
      Issuer of substantially all of its assets in a sale which complies with
      Section 3.10, MP Environmental Funding LLC will be released from every
      covenant and agreement of this Indenture to be observed or performed on the
      part
      of the Issuer with respect to the Environmental Control Bonds and from every
      covenant and agreement of the Sale Agreement, the Issuer Administration
      Agreement, and the Servicing Agreement and each Swap Agreement to be observed
      or
      performed on the part of the Issuer immediately upon the delivery of written
      notice to the Indenture Trustee stating that MP Environmental Funding LLC
      is to be so released.

     

    SECTION
      3.12.  No
      Other Business.
      The
      Issuer shall not engage in any business other than (i) purchasing and
      owning Transferred Environmental Control Property, issuing Environmental Control
      Bonds from time to time, pledging its interest in the Collateral to the
      Indenture Trustee under this Indenture in order to secure the Environmental
      Control Bonds, entering into the Basic Documents and all other agreements
      related to the Environmental Control Bonds, performing its obligations
      thereunder, performing activities that are necessary, suitable or convenient
      to
      accomplish these purposes and activities incidental thereto pursuant to this
      Indenture and the Basic Documents
      and
      (ii) issuing securities in connection with one or more Additional
      Issuances, pledging its interest in the related collateral, entering into the
      agreements 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    related
      to such Additional Issuances and performing
      activities that are necessary, suitable or convenient to accomplish any such
      Additional Issuance.

     

    SECTION
      3.13.  No
      Borrowing.
      The
      Issuer shall not issue, incur, assume, guarantee or otherwise become liable,
      directly or indirectly, for any indebtedness for borrowed money except for
      the
      Environmental Control Bonds or as permitted by the PSCWV in connection with
      an
      Additional Issuance.

     

    SECTION
      3.14.  Guarantees,
      Loans, Advances and Other Liabilities.
      Except
      as contemplated by the Sale Agreement, the Servicing Agreement, this Indenture,
      the Issuer LLC Agreement or any Swap Agreement or in connection with an
      Additional Issuance, the Issuer shall not make any loan or advance or credit
      to,
      or guarantee (directly or indirectly or by an instrument having the effect
      of
      assuring another’s payment or performance on any obligation or capability of so
      doing or otherwise), endorse or otherwise become contingently liable, directly
      or indirectly, in connection with the obligations, stocks or dividends of,
      or
      own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
      obligations, assets or securities of, or any other interest in, or make any
      capital contribution to, any other Person, other than Eligible
      Investments.

     

    SECTION
      3.15.  Capital
      Expenditures.
      The
      Issuer shall not make any expenditure (by long-term or operating lease or
      otherwise) for capital assets (either realty or personalty) other than
      Transferred Environmental Control Property purchased from the Seller pursuant
      to, and in accordance with, the Sale Agreement or any expenditure made in
      connection with any Additional Issuance.

     

    SECTION
      3.16.  Restricted
      Payments.
      Except
      in accordance with this Indenture and the Basic Documents, or as required by
      the
      terms of any Additional Issuance, the Issuer shall not, directly or indirectly,
      (i) pay any dividend or make any distribution (by reduction of capital or
      otherwise), whether in cash, property, securities or a combination thereof,
      to
      any owner of a beneficial interest in the Issuer or otherwise with respect
      to
      any ownership or equity interest in, or ownership security of, the Issuer,
      (ii) redeem, purchase, retire or otherwise acquire for value any such
      ownership or equity interest or security, (iii) set aside or otherwise
      segregate any amounts for any such purpose; provided,
      however,
      that if
      no Event of Default shall have occurred and be continuing or would otherwise
      result from such payment, the Issuer may make, or cause to be made, any such
      distributions to any owner of a beneficial interest in the Issuer or otherwise
      with respect to any ownership or equity interest or security in or of the Issuer
      using funds either distributed by the Indenture Trustee on behalf of the Issuer
      pursuant to Section 8.02(e) hereof or which are not otherwise subject to
      the Lien of this Indenture, to the extent that such distributions would not
      cause the book value of the remaining equity in the Issuer to decline below
      [0.5]% of the original principal amount of all Series of
      Environmental Control Bonds which remain Outstanding or (iv) make
      payments to or distributions from the Collection Account.

     

    SECTION
      3.17.  Notice
      of Events of Default.
      The
      Issuer agrees to deliver to the Indenture Trustee, the PSCWV, and the Rating
      Agencies written notice in the form of an Officer’s Certificate of any Default
      or Event of Default hereunder, its status and 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    what
      action the Issuer is taking or proposes to take
      with respect thereto within five Business Days after the occurrence
      thereof.

     

    SECTION
      3.18.  Inspection.
      The
      Issuer agrees that, on reasonable prior notice, it will permit any
      representative of the Indenture Trustee, during the Issuer’s normal business
      hours, to examine all the books of account, records, reports, and other papers
      of the Issuer, to make copies and extracts therefrom, to cause such books to
      be
      audited annually by Independent certified public accountants, and to discuss
      the
      Issuer’s affairs, finances and accounts with the Issuer’s officers, employees,
      and Independent certified public accountants, all at such reasonable times
      and
      as often as may be reasonably requested. The Indenture Trustee shall and shall
      cause its representatives to hold in confidence all such information except
      to
      the extent disclosure may be required by law (and all reasonable applications
      for confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee may reasonably determine that such disclosure is consistent
      with its obligations hereunder.

     

    SECTION
      3.19.  Additional
      Issuance. (a) If
      the Issuer receives an order from the PSCWV, the Issuer may, in its sole
      discretion, acquire additional and separate property (including property other
      than Environmental Control Property) and issue one or more Additional Issuances
      that are backed by such separate additional property. Any new Additional
      Issuance may include terms and provisions unique to that Additional
      Issuance.

     

    (b)  The
      Issuer shall not issue additional Environmental Control Bonds or other
      securities if the Additional Issuance would result in the then-current ratings
      on any Outstanding Series of Environmental Control Bonds being reduced or
      withdrawn.

     

    (c)  The
      following conditions must be satisfied in connection with any Additional
      Issuance:

     

    (i)    
       if
      the
      Additional Issuance is a new series of Environmental Control Bonds, such Bonds
      shall be rated “Aaa” by Moody’s and “AAA” by S&P and Fitch;

     

    (ii)   
       each
      Additional Issuance shall have recourse only to the assets pledged in connection
      with such Additional Issuance, shall be nonrecourse to any of the Issuer’s other
      assets and shall not constitute a claim against the Issuer if cash flow from
      the
      pledged assets is insufficient to pay such Additional Issuance in
      full;

     

    (iii)  
       the
      Issuer has delivered to the Indenture Trustee and each Rating Agency then rating
      any series of Outstanding Environmental Control Bonds an Opinion of Counsel
      of a
      nationally recognized firm experienced in such matters to the effect that after
      such issuance, in the opinion of such counsel, if either or both of the Utility
      or the Seller were to become a debtor in a case under the United States
      Bankruptcy Code (Title 11, U.S.C.), a federal court exercising bankruptcy
      jurisdiction and exercising reasonable judgment after full consideration of
      all
      relevant factors would not order substantive consolidation of the assets and
      liabilities of the Issuer with those of the bankruptcy estate of the Utility
      or
      the Seller, subject to the customary exceptions, qualifications and assumptions
      contained therein;

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (iv)  
       the
      Issuer has delivered to the Indenture Trustee an Officer’s Certificate from the
      Issuer certifying that the Additional Securities shall have the benefit of
      a
      true-up mechanism;

     

    (v)   
       the
      transaction documentation for such Additional Issuance provides that holders
      of
      the securities of such Additional Issuance will not file or join in the filing
      of any bankruptcy petition against the Issuer;

     

    (vi)  if
      the holders of the
      securities of any Additional Issuance are deemed to have any interest in any
      of
      the Series Collateral pledged under a Series Supplement (other than the Series
      Supplement related to such Additional Issuance, if any), the holders of such
      securities must agree that any such interest is subordinate to the claims and
      rights of the Holders of such other related Series of Environmental Control
      Bonds;
       

    

    (vii)  
       the
      Additional Issuance shall have its own bank accounts or trust accounts;
      and

     

    (viii) 
      the
      Additional Issuance shall bear its own trustees fees and servicer fees and
      a pro
      rata portion of fees due under the Issuer Administration Agreement.

     

    SECTION
      3.20.  Transfer
      Agreement, Sale Agreement, Servicing Agreement, Issuer Administration Agreement
      and Swap Agreement Covenants. (a) The
      Issuer agrees to take all such lawful actions to enforce its rights under the
      Transfer Agreement, the Sale Agreement, the Issuer Administration Agreement,
      the
      Servicing Agreement and each Swap Agreement and to compel or secure the
      performance and observance by the Transferor, the Seller, the Administrator,
      the
      Servicer and each Swap Counterparty, of each of their obligations to the Issuer
      under or in connection with the Transfer Agreement, the Sale Agreement, the
      Issuer Administration Agreement, the Servicing Agreement and the applicable
      Swap
      Agreement, respectively, in accordance with the terms thereof. So long as no
      Event of Default occurs and is continuing, but subject to Section 3.20(f),
      the Issuer may exercise any and all rights, remedies, powers and privileges
      lawfully available to the Issuer under or in connection with the Transfer
      Agreement, the Sale Agreement, the Issuer Administration Agreement, the
      Servicing Agreement and each Swap Agreement.

     

    (b)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee may, and,
      at
      the written direction of (i) with respect to the Transfer Agreement, the
      Sale Agreement or the Servicing Agreement, the Holders of a majority of the
      Outstanding Amount of the Environmental Control Bonds of all Series and
      (ii) with respect to any Swap Agreement, the Holders of that percentage of
      the Outstanding Amount of the Environmental Control Bonds of the related Tranche
      specified in the related Swap Agreement, shall, exercise all rights, remedies,
      powers, privileges and claims of the Issuer against the Transferor, the Seller,
      the Servicer, the Administrator or any Swap Counterparty under or in connection
      with the Transfer Agreement, the Sale Agreement, the Servicing Agreement, the
      Issuer Administration Agreement or any Swap Agreement, respectively, including
      the right or power to take any action to compel or secure performance or
      observance by the Transferor, the Seller, the Servicer, the Administrator or
      any
      Swap Counterparty of each of their obligations to the Issuer thereunder and
      to
      give any consent, request, notice, direction, approval, extension or waiver
      under the Transfer Agreement, the Sale 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Agreement,
      the Servicing Agreement, the Issuer
      Administration Agreement and any Swap Agreement, and any right of the Issuer
      to
      take such action shall be suspended.

     

    (c)  With
      the
      prior written consent of the Indenture Trustee, the Transfer Agreement, the
      Sale
      Agreement, the Servicing Agreement and the Issuer Administration Agreement
      may
      be amended, at any time and from time to time, without the consent of the
      Environmental Control Bondholders or any Swap Counterparty, provided that
      (i) such amendment shall not, as evidenced by an Officer’s Certificate,
      change the Environmental Control Charge Adjustment Process, (ii) the Rating
      Agency Condition is satisfied and (iii) the PSCWV Condition (as described
      in Section 9.03 hereof, or alternatively, if applicable, Section 6.01(b) of
      the Transfer Agreement, Section 6.01(b) of the Sale Agreement,
      Section 7.01(b) of the Servicing Agreement or Section 7(b) of the Issuer
      Administration Agreement) is satisfied. Further, with the prior written consent
      of the Indenture Trustee and the related counterparty under a Swap Agreement,
      such Swap Agreement may be amended, at any time and from time to time. However,
      such amendment may not adversely affect in any material respect the interest
      of
      any Environmental Control Bondholder or any Swap Counterparty without the
      written consent of a majority of the Holders of the Outstanding Amount of the
      Environmental Control Bonds of each Series or Tranche and each such Swap
      Counterparty materially and adversely affected thereby.

     

    (d)  Except
      as
      set forth in Section 3.20(c), if the Issuer, the Seller, the Transferor, the
      Administrator, the Servicer of any other party to the respective agreement
      proposes to amend, modify, waive, supplement, terminate or surrender, or agree
      to any amendment modification, waiver, supplement, termination or surrender
      of,
      the terms of the Sale Agreement, the Transfer Agreement, the Issuer
      Administration Agreement, the Servicing Agreement, or any Swap Agreement, or
      waive timely performance or observance by the Seller, the Issuer, the
      Administrator, the Servicer or any Swap Counterparty under the Sale Agreement,
      the Transfer Agreement, the Issuer Administration Agreement, the Servicing
      Agreement or any Swap Agreement, in each case in such a way as would materially
      and adversely affect the interests of any Holder of Environmental Control Bonds
      of any Series or Tranche, the Issuer shall satisfy the Rating Agency Condition
      and shall promptly thereafter notify the Indenture Trustee and the PSCWV in
      writing and the Indenture Trustee shall notify the Holders of the Environmental
      Control Bonds of such Series of the proposed amendment, modification, waiver,
      supplement, termination or surrender and whether the Rating Agency Condition
      has
      been satisfied with respect thereto. The Indenture Trustee shall consent to
      such
      proposed amendment, modification, supplement or waiver (i) with respect to
      the Transfer Agreement, the Sale Agreement or the Servicing Agreement, only
      with
      the written consent of the Holders of at least a majority of the Outstanding
      Amount of the Environmental Control Bonds of each Series or Tranche materially
      and adversely affected thereby, (ii) with respect to any Swap Agreement,
      only with the written consent of the Holders of that percentage of the
      Outstanding Amount of the Environmental Control Bonds of the related Tranche
      as
      specified in the related Swap Agreement, and (iii) if the proposed
      amendment, modification, waiver, supplement, termination or surrender would
      increase ongoing Financing Costs as defined in the Financing Order, the PSCWV
      Condition must be satisfied. If any such amendment, modification, supplement
      or
      waiver shall be so consented to by the Indenture Trustee or such Holders, the
      Issuer agrees to execute and deliver, in its own name and at its own expense,
      such agreements, instruments, consents and other documents as shall be necessary
      or appropriate in the circumstances.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (e)  If
      the
      Issuer or the Servicer propose to amend, modify, waive, supplement, terminate
      or
      surrender, or agree to any amendment, modification, supplement, termination,
      waiver or surrender of, the Environmental Control Charge Adjustment Process
      (other than with respect to Routine True-Up Adjustments and Non-Routine True-Up
      Adjustments), the Issuer shall notify the Indenture Trustee and the PSCWV in
      writing and the Indenture Trustee shall notify Environmental Control Bondholders
      of such proposal and the Indenture Trustee shall consent thereto only if the
      Rating Agency Condition is satisfied and with the consent of the Holders of
      a
      majority of each Outstanding Environmental Control Bond of each Series or
      Tranche materially and adversely affected thereby.

     

    (f)  Promptly
      following a default by any of the Transferor, the Seller, Servicer or any Swap
      Counterparty under the Transfer Agreement, the Sale Agreement, the Servicing
      Agreement or any related Swap Agreement, respectively, and at the Issuer’s
      expense, the Issuer agrees to take all such lawful actions as the Indenture
      Trustee may request to compel or secure the performance and observance by the
      Transferor, the Seller, the Servicer or Swap Counterparty, as applicable, of
      each of their obligations to the Issuer under or in connection with the Transfer
      Agreement, the Sale Agreement, the Servicing Agreement or such related Swap
      Agreement in accordance with the terms thereof, and to exercise any and all
      rights, remedies, powers and privileges lawfully available to the Issuer under
      or in connection with the Transfer Agreement, the Sale Agreement, the Servicing
      Agreement or such Swap Agreement to the extent and in the manner directed by
      the
      Indenture Trustee, including the transmission of notices of default on the
      part
      of the Transferor, the Seller, the Servicer or Swap Counterparty thereunder
      and
      the institution of legal or administrative actions or proceedings to compel
      or
      secure performance by the Transferor, the Seller, the Servicer or Swap
      Counterparty of each of their obligations under the Transfer Agreement, the
      Sale
      Agreement, the Servicing Agreement and such Swap Agreement.

     

    (g)  If
      the
      Issuer shall have knowledge of the occurrence of a Servicer Default under the
      Servicing Agreement or an event of default, termination event or downgrade
      event
      under any Swap Agreement, the Issuer shall promptly give written notice thereof
      to the Indenture Trustee and the Rating Agencies, and shall specify in such
      notice the action, if any, the Issuer is taking with respect to such default.
      

     

    (h)  If
      a
      Servicer Default shall arise from the failure of the Servicer to perform any
      of
      its duties or obligations under the Servicing Agreement with respect to the
      Transferred Environmental Control Property or the Environmental Control Charges,
      the Issuer shall take all reasonable steps available to it to remedy such
      failure. The Issuer shall not take any action to terminate the Servicer’s rights
      and powers under the Servicing Agreement following a Servicer Default without
      the prior written consent of (i) the PSCWV, (ii) Indenture Trustee or
      of the Holders of Environmental Control Bonds evidencing not less than 25%
      of
      the Outstanding Amount of the Environmental Control Bonds of all Series and
      (iii) the prior written consent, not to be unreasonably withheld, of any
      Counterparties affected thereby.

     

    (i)  As
      promptly as possible after the giving of notice to the Servicer and the Rating
      Agencies of termination the Servicer’s rights and powers pursuant to
      Section 6.01 of the Servicing Agreement, the Indenture Trustee shall,
      together with such other Persons, if any, as are specified in Section 6.04
      of the Servicing Agreement, appoint a successor Servicer (the 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    “Successor
      Servicer”),
      and
      such Successor Servicer shall accept its appointment by a written assumption
      in
      a form acceptable to the Issuer and the Indenture Trustee. A person shall
      qualify as a Successor Servicer only if such Person satisfies the requirements
      of Section 6.04 of the Servicing Agreement. If within 30 days after the
      delivery of the notice referred to above, a Successor Servicer shall not have
      been appointed and accepted its appointment as such, the Indenture Trustee
      may
      petition [the PSCWV or] a court of competent jurisdiction to appoint a Successor
      Servicer. In connection with any such appointment, the Issuer may make such
      arrangements for the compensation of such Successor Servicer as it and such
      Successor Servicer shall agree, subject to the limitations set forth below
      and
      in the Servicing Agreement, and in accordance with Section 6.04 of the
      Servicing Agreement, the Issuer shall enter into an agreement with such
      Successor Servicer for the servicing of the Transferred Environmental Control
      Property (such agreement to be in form and substance satisfactory to the
      Indenture Trustee).

     

    (j)  Upon
      termination of the Servicer’s rights and powers pursuant to the Servicing
      Agreement, the Indenture Trustee shall promptly notify the Issuer, the PSCWV,
      the Environmental Control Bondholders and the Rating Agencies. As soon as a
      Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee,
      the Environmental Control Bondholders and the Rating Agencies of such
      appointment, specifying in such notice the name and address of such Successor
      Servicer.

     

    (k)  The
      Issuer shall not take any action to terminate or assign a Swap Counterparty’s
      rights and powers under any Swap Agreement or replace a Swap Counterparty
      following an event of default, termination event or downgrade event under a
      Swap
      Agreement without (i) the prior written consent of the Indenture Trustee
      and of the Holders of that percentage of the Outstanding Amount of the
      Environmental Control Bonds, if any such consent is required under the related
      Series Supplement, of the related Series and Tranche, if any, as specified
      in
      the related Series Supplement, and (ii) satisfying any other requirements
      set forth in the related Series Supplement and Swap Agreement.

     

    (l)  Upon
      termination or assignment of a Swap Counterparty’s rights and powers, pursuant
      to a Swap Agreement, the Indenture Trustee shall promptly inform the Issuer,
      the
      Environmental Control Bondholders of the related Tranche and the Rating Agencies
      of such termination or assignment. As soon as a replacement Swap Counterparty
      is
      appointed, the Issuer shall notify the Trustee, the Environmental Control
      Bondholders of the related Tranche and the Rating Agencies in writing of such
      appointment, specifying in such notice the name and address of such replacement
      Swap Counterparty.

     

    SECTION
      3.21.  Taxes.
      So long
      as any of the Environmental Control Bonds are Outstanding, the Issuer shall
      pay
      or cause to be paid all material taxes, including gross receipts taxes,
      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
      Collateral.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.22.  Separate
      Entity.
      The
      Issuer shall take all reasonable steps to continue its identity as a separate
      legal entity and to make it apparent to third parties that it is an entity
      with
      assets and liabilities distinct from those of the Transferor and the Seller,
      other affiliates or any other Person.

     

    SECTION
      4. 

     

    Satisfaction
      and Discharge; Defeasance

     

    SECTION
      4.01.  Satisfaction
      and Discharge of Indenture; Defeasance.
      (a) The
      Environmental Control Bonds of any Series, all moneys payable with respect
      thereto and this Indenture as it applies to such Series shall cease to be of
      further effect and the lien hereunder shall be released with respect to such
      Series, interest shall cease to accrue on the Environmental Control Bonds of
      such Series and the Indenture Trustee, on reasonable written demand of and
      at
      the expense of the Issuer, shall execute proper instruments acknowledging
      satisfaction and discharge of this Indenture with respect to the Environmental
      Control Bonds of such Series, when

     

    (A)  either

     

    (1)  all
      Environmental Control Bonds of such Series theretofore authenticated and
      delivered (other than (i) Environmental Control Bonds that have been
      destroyed, lost or stolen and that have been replaced or paid as provided in
      Section 2.06 and (ii) Environmental Control Bonds for whose payment
      money has theretofore been deposited in trust or segregated and held in trust
      by
      the Issuer and thereafter repaid to the Issuer or discharged from such trust,
      as
      provided in Section 3.03) have been delivered to the Indenture Trustee for
      cancellation; or

     

    (2)  the
      Expected Final Payment Date has occurred with respect to all Environmental
      Control Bonds of such Series not theretofore delivered to the Indenture Trustee
      for cancellation, and the Issuer has irrevocably deposited or caused to be
      irrevocably deposited with the Indenture Trustee cash, in trust for such
      purpose, in an amount sufficient to pay and discharge the entire indebtedness
      on
      such Environmental Control Bonds not theretofore delivered to the Indenture
      Trustee on the Expected Final Payment Date therefor;

     

    (B)  the
      Issuer has paid or caused to be paid all other sums payable hereunder by the
      Issuer with respect to such Series; and

     

    (C)  the
      Issuer has delivered to the Indenture Trustee and to the PSCWV an Officer’s
      Certificate, an Opinion of Counsel from external counsel and (if required by
      the
      TIA or the Indenture Trustee) an Independent Certificate from a firm of
      registered public accountants, each meeting the applicable requirements of
      Section 11.01 and each stating that all conditions precedent

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

     herein
      provided for relating to the
      satisfaction and discharge of this Indenture with respect to Environmental
      Control Bonds of such Series have been complied with.

     

    (b)  Subject
      to Sections 4.01(c) and 4.02, the Issuer at any time may terminate
      (i) all its obligations under this Indenture with respect to the
      Environmental Control Bonds of any Series (“Legal
      Defeasance Option”)
      or
      (ii) its obligations under Sections 3.04, 3.05, 3.06, 3.07, 3.08,
      3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18, 3.19 and 3.20 and the
      operation of Section 5.01(iv) (“Covenant
      Defeasance Option”)
      with
      respect to any Series of Environmental Control Bonds. The Issuer may exercise
      the Legal Defeasance Option with respect to any Series of Environmental Control
      Bonds notwithstanding its prior exercise of the Covenant Defeasance Option
      with
      respect to such Series.

     

    If
      the
      Issuer exercises the Legal Defeasance Option with respect to any Series, the
      maturity of the Environmental Control Bonds of such Series may not be
      (a) accelerated because of an Event of Default or (b) except as
      provided in Section 4.02, redeemed. If the Issuer exercises the Covenant
      Defeasance Option with respect to any Series, the maturity of the Environmental
      Control Bonds of such Series may not be accelerated because of an Event of
      Default specified in Section 5.01(iv).

     

    Upon
      satisfaction of the conditions set forth herein to the exercise of the Legal
      Defeasance Option or the Covenant Defeasance Option with respect to any Series
      of Environmental Control Bonds, the Indenture Trustee, on reasonable written
      demand of and at the expense of the Issuer, shall execute proper instruments
      acknowledging satisfaction and discharge of the obligations that are terminated
      pursuant to such exercise.

     

    (c)  Notwithstanding
      Sections 4.01(a) and 4.01(b) above, (i) rights of registration of
      transfer and exchange, (ii) rights of substitution of mutilated, destroyed,
      lost or stolen Environmental Control Bonds, (iii) rights of Environmental
      Control Bondholders to receive payments of principal, premium, if any, and
      interest, but only from the amounts deposited with the Indenture Trustee for
      such payments, (iv) Sections 4.03 and 4.04, (v) the rights,
      obligations and immunities of the Indenture Trustee hereunder (including the
      rights of the Indenture Trustee under Section 6.07 and the obligations of
      the Indenture Trustee under Section 4.03) and (vi) the rights of
      Environmental Control Bondholders under this Indenture with respect to the
      property deposited with the Indenture Trustee payable to all or any of them,
      shall survive until the Environmental Control Bonds of the Series as to which
      this Indenture or certain obligations hereunder have be satisfied and discharged
      pursuant to Section 4.01(a) or 4.01(b) and have been paid in full.
      Thereafter, the obligations in Sections 6.07 and 4.04 with respect to such
      Series shall survive.

     

    SECTION
      4.02.  Conditions
      to Defeasance.
      The
      Issuer may exercise the Legal Defeasance Option or the Covenant Defeasance
      Option with respect to any Series of Environmental Control Bonds only
      if:

     

    (a)  the
      Issuer irrevocably deposits or causes to be deposited in trust with the
      Indenture Trustee cash or U.S. Government Obligations maturing as to principal
      and interest in such amounts and at such times will insure the availability
      of
      cash (or a combination thereof) for the payment of principal of and premium,
      if
      any, and interest on such Environmental Control 

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Bonds
      to the Expected Payment Date, such deposit to
      be made in the Defeasance Subaccount for such Series of Environmental Control
      Bonds;

     

    (b)  the
      Issuer delivers to the Indenture Trustee a certificate from a nationally
      recognized firm of independent registered public accountants expressing its
      opinion that the payments of principal and interest when due and without
      reinvestment on the deposited U.S. Government Obligations plus any deposited
      cash without investment will provide cash at such times and in such amounts
      (but, in the case of the Legal Defeasance Option only, not more than such
      amounts) as will be sufficient to pay in respect of the Environmental Control
      Bonds of such Series (i) principal in accordance with the Expected Sinking
      Fund Schedule therefor and (ii) interest when due;

     

    (c)  in
      the
      case of the Legal Defeasance Option, ninety-five days pass after the deposit
      is
      made and during the ninety-five-day period no Default specified in
      Section 5.01(iv) or (v) occurs which is continuing at the end of the
      period;

     

    (d)  no
      Default or Event of Default has occurred and is continuing on the day of such
      deposit and after giving effect thereto;

     

    (e)  in
      the
      case of the Legal Defeasance Option, the Issuer delivers to the Indenture
      Trustee an Opinion of Counsel from external counsel stating that (i) the
      Issuer has received from, or there has been published by, the Internal Revenue
      Service a ruling, or (ii) since the date of execution of this Indenture,
      there has been a change in the applicable Federal income tax law, in either
      case
      to the effect that, and based thereon such opinion shall confirm that, the
      Holders of the Environmental Control Bonds of such Series will not recognize
      income, gain or loss for Federal income tax purposes as a result of the exercise
      of such Legal Defeasance Option and will be subject to Federal income tax on
      the
      same amounts, in the same manner and at the same times as would have been the
      case if such Legal Defeasance had not occurred;

     

    (f)  in
      the
      case of the Covenant Defeasance Option, the Issuer delivers to the Indenture
      Trustee an Opinion of Counsel to the effect that the Holders of the
      Environmental Control Bonds of such Series will not recognize income, gain
      or
      loss for Federal income tax purposes as a result of the exercise of such
      Covenant Defeasance Option and will be subject to Federal income tax on the
      same
      amounts, in the same manner and at the same times as would have been the case
      if
      such Covenant Defeasance had not occurred;

     

    (g)  the
      Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion
      of Counsel, each stating that all conditions precedent to the satisfaction
      and
      discharge of the Environmental Control Bonds of such Series to the extent
      contemplated by this Article IV have been complied with; and

     

    (h)  the
      Rating Agency Condition has been satisfied.

     

    SECTION
      4.03.  Application
      of Trust Money.
      All
      moneys or U.S. Government Obligations deposited with the Indenture Trustee
      pursuant to Section 4.01 or 4.02 hereof with respect to any Series of
      Environmental Control Bonds shall be held in trust in the Defeasance Subaccount
      for such Series and applied by it, in accordance with the provisions of the
      Environmental Control Bonds and this Indenture, to the payment, either directly
      or through 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    any
      Paying Agent, as the Indenture Trustee may
      determine, to the Holders of the particular Environmental Control Bonds for
      the
      payment or redemption of which such moneys have been deposited with the
      Indenture Trustee, of all sums due and to become due thereon for principal,
      premium, if any, and interest. Such moneys shall be segregated and held apart
      solely for paying such Environmental Control Bonds and such Environmental
      Control Bonds shall not be entitled to any amounts on deposit in the Collection
      Account other than amounts on deposit in the Defeasance Subaccount for such
      Environmental Control Bonds.

     

    SECTION
      4.04.  Repayment
      of Moneys Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture or the exercise
      of the Covenant Defeasance Option or the Legal Defeasance Option with respect
      to
      the Environmental Control Bonds of any Series, all moneys then held by any
      Paying Agent other than the Indenture Trustee under the provisions of this
      Indenture with respect to such Environmental Control Bonds shall, upon demand
      of
      the Issuer, be paid to the Indenture Trustee to be held and applied according
      to
      Section 3.03 and thereupon such Paying Agent shall be released from all
      further liability with respect to such moneys.

     

    SECTION
      5. 

     

    Remedies

     

    SECTION
      5.01.  Events
      of Default.
“Event
      of Default” with respect to any Series, wherever used herein, means any one of
      the following events (whatever the reason for such Event of Default and whether
      it shall be voluntary or involuntary or be effected by operation of law or
      pursuant to any judgment, decree or order of any court or any order, rule or
      regulation of any administrative or governmental body):

     

    (i)  default
      in the payment of any interest on any Environmental Control Bond when the same
      becomes due and payable, and such default shall continue for a period of five
      Business Days;

     

    (ii)  default
      in the payment of the then unpaid principal of any Environmental Control Bond
      of
      any Series on the Series Termination Date for such Series or, if
      applicable, any Tranche on the Tranche Termination Date for such
      Tranche;

     

    (iii)  default
      in the observance or performance of any covenant or agreement of the Issuer
      made
      in this Indenture (other than a covenant or agreement, a default in the
      observance or performance of which is specifically dealt with in clause (i)
      or
      (ii) above), or any material representation or warranty of the Issuer made
      in
      this Indenture or in any certificate or writing delivered pursuant hereto or
      in
      connection herewith proves to have been incorrect in any material respect as
      of
      the time when made, and such default shall continue or not be cured, or such
      representation or warranty shall continue to be incorrect or not cured, as
      applicable, for a period of thirty days after the earlier of (A) the date there
      shall have been given, by registered or certified mail, to the Issuer by the
      Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders
      of
      at least 25% of the Outstanding Amount of the Environmental Control Bonds of
      any
      Series, a written notice specifying such default or incorrect representation
      or
      warranty 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    and
      requiring it to be remedied and stating that such
      notice is a “Notice of Default” hereunder; or (B) the date that the Issuer has
      actual knowledge of the default;

     

    (iv)  the
      filing of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Issuer or any substantial part of the Collateral
      in
      an involuntary case under any applicable Federal or state bankruptcy, insolvency
      or other similar law now or hereafter in effect, or appointing a receiver,
      liquidator, assignee, custodian, trustee, sequestrator or similar official
      of
      the Issuer or for any substantial part of the Collateral, or ordering the
      winding-up or liquidation of the Issuer’s affairs, and such decree or order
      shall remain unstayed and in effect for a period of ninety consecutive days;
      

     

    (v)  the
      commencement by the Issuer of a voluntary case under any applicable Federal
      or
      state bankruptcy, insolvency or other similar law now or hereafter in effect,
      or
      the consent by the Issuer to the entry of an order for relief in an involuntary
      case under any such law, or the consent by the Issuer to the appointment or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official of the Issuer or for any substantial part
      of
      the Collateral, or the making by the Issuer of any general assignment for the
      benefit of creditors, or the failure by the Issuer generally to pay its debts
      as
      such debts become due, or the taking of action by the Issuer in furtherance
      of
      any of the foregoing; or

     

    (vi)  any
      act
      or failure to act by the State of West Virginia or any of its agencies
      (including the PSCWV), officers or employees that violates or is not in
      accordance with the pledge and agreement of the State of West Virginia in
      Section (q) of the Statute (W.Va Code, § 24-2-4e(q)).

     

    The
      Issuer shall deliver to a Responsible Officer of the Indenture Trustee, the
      PSCWV and the Rating Agencies, within five days after an Authorized Officer
      has
      knowledge of the occurrence thereof, written notice in the form of an Officer’s
      Certificate of any event which with the giving of notice and the lapse of time
      would become an Event of Default under clause (iii) above, its status and what
      action the Issuer is taking or proposes to take with respect thereto. An Event
      of Default with respect to one Series of Environmental Control Bonds will not
      automatically trigger an Event of Default with respect to any other Outstanding
      Series of Environmental Control Bonds.

     

    SECTION
      5.02.  Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default (other than an Event of Default under Section 5.01(vi)) occurs
      and is continuing with respect to any Series, then and in every such case either
      the Indenture Trustee or the Holders of Environmental Control Bonds representing
      not less than a majority of the Outstanding Amount of the Environmental Control
      Bonds of such Series may, but need not, declare the Environmental Control Bonds
      of such Series to be immediately due and payable, by a notice in writing to
      the
      Issuer (and to the Indenture Trustee and the PSCWV if given by Environmental
      Control Bondholders), and upon any such declaration the unpaid principal amount
      of the Environmental Control Bonds of such Series, together with accrued and
      unpaid interest thereon through the date of acceleration, shall become
      immediately due and payable.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    At
      any
      time
      after such declaration of acceleration of maturity has been made and before
      a
      judgment or decree for payment of the money due has been obtained by the
      Indenture Trustee as hereinafter in this Article V provided, the Holders of
      Environmental Control Bonds representing a majority of the Outstanding Amount
      of
      the Environmental Control Bonds of such Series, by written notice to the Issuer,
      the PSCWV and the Indenture Trustee, may rescind and annul such declaration
      and
      its consequences if:

     

    (i)  the
      Issuer has paid or deposited with the Indenture Trustee, for deposit in the
      General Subaccount of the Collection Account, a sum sufficient to
      pay

     

    (A)  all
      payments of principal of and premium, if any, and interest on all Environmental
      Control Bonds of all Series due and owing and all other amounts that would
      then
      be due hereunder or upon such Environmental Control Bonds if the Event of
      Default giving rise to such acceleration had not occurred; and

     

    (B)  all
      sums
      paid or advanced by the Indenture Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      its agents and counsel; and

     

    (ii)  all
      Events of Default with respect to such Series, other than the nonpayment of
      the
      principal of the Environmental Control Bonds of such Series during that has
      become due solely by such acceleration, have been cured or waived as provided
      in
      Section 5.12.

     

    No
      such
      rescission shall affect any subsequent Event of Default or impair any right
      consequent thereto.

     

    SECTION
      5.03.  Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.
      (a) The
      Issuer covenants that if (i) default is made in the payment of any interest
      on any Environmental Control Bond when such interest becomes due and payable
      and
      such Default continues for a period of five Business Days, or (ii) default
      is made in the payment of the then unpaid principal of any Environmental Control
      Bond on the Series Termination Date or Tranche Termination Date, as
      applicable, therefor, the Issuer will, upon demand of the Indenture Trustee,
      pay
      to it, for the benefit of the Holders of the Environmental Control Bonds of
      such
      Series, such amount as shall be sufficient to cover the costs and expenses
      of
      collection, including the reasonable compensation, expenses, disbursements
      and
      advances of the Indenture Trustee and its agents and counsel and the whole
      amount then due and payable on such Environmental Control Bonds for principal,
      premium, if any, and interest, with interest upon the overdue principal and
      premium, if any, and, to the extent payment at such rate of interest shall
      be
      legally enforceable, upon overdue installments of interest, at the respective
      Bond Rate of such Series or the applicable Tranche of such Series and in
      addition thereto, such further amount as shall be sufficient to cover the costs
      and expenses of collection, including the reasonable compensation, expenses,
      disbursements and advances of the Indenture Trustee and its agents and
      counsel.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (b)  In
      case
      the Issuer shall fail forthwith to pay the amounts specified in clause (a)
      above upon such demand, the Indenture Trustee, in its own name and as trustee
      of
      an express trust, may institute a Proceeding for the collection of the sums
      so
      due and unpaid, and may prosecute such Proceeding to judgment or final decree,
      and may enforce the same against the Issuer or other obligor upon such
      Environmental Control Bonds and collect in the manner provided by law out of
      the
      property of the Issuer or other obligor upon such Environmental Control Bonds,
      wherever situated, the moneys adjudged or decreed to be payable.

     

    (c)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee may, as more
      particularly provided in Section 5.04, in its discretion, proceed to
      protect and enforce its rights and the rights of the Environmental Control
      Bondholders, by such appropriate Proceedings as the Indenture Trustee shall
      deem
      most effective to protect and enforce any such rights, whether for the specific
      enforcement of any covenant or agreement in this Indenture or in aid of the
      exercise of any power granted herein, or to enforce any other proper remedy
      or
      legal or equitable right vested in the Indenture Trustee by this Indenture
      or by
      law including foreclosing or otherwise enforcing the lien on the Transferred
      Environmental Control Property securing the Environmental Control Bonds or
      applying to the PSCWV or to a court of competent jurisdiction in accordance
      with
      the Statute for sequestration of revenues arising with respect to such
      Transferred Environmental Control Property.

     

    (d)  In
      case
      there shall be pending, relative to the Issuer or any other obligor upon the
      Environmental Control Bonds or any Person having or claiming an ownership
      interest in the Collateral, Proceedings under Title 11 of the United States
      Code or any other applicable Federal or state bankruptcy, insolvency or other
      similar law, or in case a receiver, assignee or trustee in bankruptcy or
      reorganization, liquidator, sequestrator or similar official shall have been
      appointed for or taken possession of the Issuer or its property or such other
      obligor or Person, or in case of any other comparable judicial Proceedings
      relative to the Issuer or other obligor upon the Environmental Control Bonds,
      or
      to the creditors or property of the Issuer or such other obligor, the Indenture
      Trustee, irrespective of whether the principal of any Environmental Control
      Bonds shall then be due and payable as therein expressed or by declaration
      or
      otherwise and irrespective of whether the Indenture Trustee shall have made
      any
      demand pursuant to the provisions of this Section, shall be entitled and
      empowered, by intervention in such Proceedings or otherwise:

     

    (i)  to
      file
      and prove a claim or claims for the whole amount of principal, premium, if
      any,
      and interest owing and unpaid in respect of the Environmental Control Bonds
      and
      to file such other papers or documents as may be necessary or advisable in
      order
      to have the claims of the Indenture Trustee (including any claim for reasonable
      compensation to the Indenture Trustee and each predecessor Indenture Trustee,
      and their respective agents, attorneys and counsel, and for reimbursement of
      all
      expenses and liabilities incurred, and all advances made, by the Indenture
      Trustee and each predecessor Indenture Trustee, except as a result of negligence
      or bad faith), the Environmental Control Bondholders;

     

    (ii)  unless
      prohibited by applicable law and regulations, to vote on behalf of the Holders
      of Environmental Control Bonds in any election of a trustee, a standby trustee
      or Person performing similar functions in any such Proceedings;

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (iii)  to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Environmental Control Bondholders and of the Indenture Trustee on their
      behalf; and

     

    (iv)  to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the Holders
      of
      Environmental Control Bonds allowed in any judicial proceedings relative to
      the
      Issuer, its creditors and its property;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such Environmental Control
      Bondholders to make payments to the Indenture Trustee, and, in the event that
      the Indenture Trustee shall consent to the making of payments directly to such
      Environmental Control Bondholders, to pay to the Indenture Trustee such amounts
      as shall be sufficient to cover reasonable compensation to the Indenture
      Trustee, each predecessor Indenture Trustee and their respective agents,
      attorneys and counsel, and all other expenses and liabilities incurred, and
      all
      advances made, by the Indenture Trustee and each predecessor Indenture Trustee
      except as a result of negligence or bad faith.

     

    (e)  Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Environmental
      Control Bondholder any plan of reorganization, arrangement, adjustment or
      composition affecting the Environmental Control Bonds or the rights of any
      Holder thereof or to authorize the Indenture Trustee to vote in respect of
      the
      claim of any Environmental Control Bondholder in any such proceeding except,
      as
      aforesaid, to vote for the election of a trustee in bankruptcy or similar
      Person.

     

    (f)  All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Environmental Control Bonds of any Series, may be enforced by the Indenture
      Trustee without the possession of any of the Environmental Control Bonds of
      such
      Series or the production thereof in any trial or other Proceedings relative
      thereto, and any such action or Proceedings instituted by the Indenture Trustee
      shall be brought in its own name as trustee of an express trust, and any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents and attorneys, shall be for the ratable benefit of
      the
      Holders of the Environmental Control Bonds of such Series.

     

    (g)  In
      any
      Proceedings brought by the Indenture Trustee (and also any Proceedings involving
      the interpretation of any provision of this Indenture to which the Indenture
      Trustee shall be a party), the Indenture Trustee shall be held to represent
      all
      the Holders of the Environmental Control Bonds, and it shall not be necessary
      to
      make any Environmental Control Bondholder a party to any such
      Proceedings.

     

    SECTION
      5.04.  Remedies;
      Priorities.
      (a) If
      an Event of Default (other than an Event of Default under Section 5.01(vi))
      occurs and is continuing with respect to a Series, the Indenture Trustee may
      do
      one or more of the following (subject to Section 5.05):

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    (i)  institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Environmental Control Bonds of
      such Series or under this Indenture with respect thereto, whether by declaration
      or otherwise, enforce any judgment obtained, and collect from the Issuer and
      any
      other obligor upon such Environmental Control Bonds moneys adjudged
      due;

     

    (ii)  institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Series Collateral;

     

    (iii)  exercise
      any remedies of a secured party under the West Virginia UCC, the Delaware UCC
      or
      the Statute or any other applicable law and take any other appropriate action
      to
      protect and enforce the rights and remedies of the Indenture Trustee and the
      Holders of the Environmental Control Bonds of such Series;

     

    (iv)  sell
      the
      Series Collateral or any portion thereof or rights or interest therein, at
      one
      or more public or private sales called and conducted in any manner permitted
      by
      law; and

     

    (v)  exercise
      all rights, remedies, powers, privileges and claims of the Issuer against the
      Transferor, the Seller, the Servicer or any Swap Counterparty under or in
      connection with the Transfer Agreement, the Sale Agreement, the Servicing
      Agreement or the related Swap Agreement as provided in
      Section 3.20(b);

     

    provided,
      however, that the Indenture Trustee may not sell or otherwise liquidate any
      portion of the Collateral following an Event of Default, other than an Event
      of
      Default described in Section 5.01(i) or (ii), with respect to any Series unless
      (A) the Holders of 100% of the Outstanding Amount of the Environmental
      Control Bonds of all Series consent in writing thereto, (B) the proceeds of
      such sale or liquidation distributable to the Environmental Control Bondholders
      of all Series are sufficient to discharge in full all amounts then due and
      unpaid upon such Environmental Control Bonds for principal, premium, if any,
      and
      interest or (C) the Indenture Trustee determines, after having been advised
      in writing by the Servicer, that the Collateral will not continue to provide
      sufficient funds for all payments on the Environmental Control Bonds of all
      Series as they would have become due if the Environmental Control Bonds had
      not
      been declared due and payable, and the Indenture Trustee obtains the consent
      of
      Holders of 662/3%
      of the
      Outstanding Amount of the Environmental Control Bonds of all Series. In
      determining such sufficiency or insufficiency with respect to clause (B)
      and (C), the Indenture Trustee may, but need not, obtain and conclusively rely
      upon an opinion of an Independent investment banking or accounting firm of
      national reputation as to the feasibility of such proposed action and as to
      the
      sufficiency of the Collateral for such purpose.

     

    (b)  If
      an
      Event of Default under Section 5.01(vi) occurs and is continuing, the Indenture
      Trustee, for the benefit of the Holders of the related Series, shall be entitled
      and empowered to the extent permitted by applicable law to institute or
      participate in Proceedings reasonably necessary to compel performance of or
      to
      enforce the pledge and agreement of the State of West Virginia in Section (q)
      of
      the Statute (W.Va Code, § 24-2-4e(q)) and to collect monetary damages incurred
      by the Holders or the Indenture Trustee as a result of any such Event of
      Default, and may prosecute any such Proceedings to final judgment or decree.
      Such remedy 

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    shall
      be the only remedy that the Indenture Trustee
      may exercise if the only Event of Default that has occurred and is continuing
      is
      an Event of Default under Section 5.01(vi).

     

    (c)  If
      the
      Indenture Trustee collects any money pursuant to this Article V, it shall
      pay out such money in accordance with the priorities set forth in
      Section 8.02(e).

     

    SECTION
      5.05.  Optional
      Preservation of the Collateral.
      If the
      Environmental Control Bonds of any Series have been declared to be due and
      payable under Section 5.02 following an Event of Default and such
      declaration and its consequences have not been rescinded and annulled, the
      Indenture Trustee may, but need not, elect, as provided in
      Section 5.11(iii), to maintain possession of the related Series Collateral
      and not sell or liquidate the same. It is the desire of the parties hereto
      and
      the Environmental Control Bondholders that there be at all times sufficient
      funds for the payment of principal of and premium, if any, and interest on
      the
      Environmental Control Bonds, and the Indenture Trustee shall take such desire
      into account when determining whether or not to maintain possession of the
      Series Collateral or sell or liquidate the same. In determining whether to
      maintain possession of the Series Collateral or sell or liquidate the same,
      the
      Indenture Trustee may, but need not, obtain and rely upon an opinion of an
      Independent investment banking or registered public accounting firm of national
      reputation as to the feasibility of such proposed action and as to the
      sufficiency of the Series Collateral for such purpose.

     

    SECTION
      5.06.  Limitation
      of Proceedings.
      No
      Holder of any Environmental Control Bond of any Series shall have any right
      to
      institute any Proceeding, judicial or otherwise, or to avail itself of the
      remedies provided in the Statute, with respect to this Indenture and the related
      Series Supplement, or for the appointment of a receiver or trustee, or for
      any
      other remedy hereunder, unless:

     

    (i)  such
      Holder has previously given written notice to the Indenture Trustee of a
      continuing Event of Default with respect to such Series;

     

    (ii)  the
      Holders of not less than 25% of the Outstanding Amount of the Environmental
      Control Bonds of each Series have made written request to the Indenture Trustee
      to institute such Proceeding in respect of such Event of Default in its own
      name
      as Indenture Trustee hereunder;

     

    (iii)  such
      Holder or Holders have offered to the Indenture Trustee security or indemnity
      reasonably satisfactory to the Indenture Trustee against the costs, expenses
      and
      liabilities to be incurred in complying with such request;

     

    (iv)  the
      Indenture Trustee for 60 days after its receipt of such notice, request and
      offer of indemnity has failed to institute such Proceedings; and

     

    (v)  no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the
      Outstanding Amount of the Environmental Control Bonds of all
      Series;

     

    it
      being
      understood and intended that no one or more Holders of Environmental Control
      Bonds shall have any right in any manner whatever by virtue of, or by availing
      of, any provision of this Indenture to affect, disturb or prejudice the rights
      of any other Holders of Environmental Control Bonds or to obtain or to seek
      to
      obtain priority or preference over any other Holders or to enforce any right
      under this Indenture, except in the manner herein provided.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    In
      the
      event the Indenture Trustee shall receive conflicting or inconsistent requests
      and indemnity from two or more groups of Holders of Environmental Control Bonds,
      each representing less than a majority of the Outstanding Amount of the
      Environmental Control Bonds of all Series, the Indenture Trustee in its sole
      discretion may determine what action, if any, shall be taken, notwithstanding
      any other provisions of this Indenture.

     

    SECTION
      5.07.  Unconditional
      Rights of Environmental Control Bondholders To Receive Principal, Premium,
      if
      any, and Interest.
      Notwithstanding any other provisions in this Indenture, the Holder of any
      Environmental Control Bond shall have the right, which is absolute and
      unconditional, (a) to receive payment of (i) the interest, if any, on
      such Environmental Control Bond on or after the due dates thereof expressed
      in
      such Environmental Control Bond or in this Indenture or (ii) the unpaid
      principal, if any, of such Environmental Control Bonds on or after the
      Series Termination Date or Tranche Termination Date therefor and
      (b) to institute suit for the enforcement of any such payment, and such
      right shall not be impaired without the consent of such Holder.

     

    SECTION
      5.08.  Restoration
      of Rights and Remedies.
      If the
      Indenture Trustee or any Environmental Control Bondholder has instituted any
      Proceeding to enforce any right or remedy under this Indenture and such
      Proceeding has been discontinued or abandoned for any reason or has been
      determined adversely to the Indenture Trustee or to such Environmental Control
      Bondholder, then and in every such case the Issuer, the Indenture Trustee and
      the Environmental Control Bondholders shall, subject to any determination in
      such Proceeding, be restored severally and respectively to their former
      positions hereunder, and thereafter all rights and remedies of the Indenture
      Trustee and the Environmental Control Bondholders shall continue as though
      no
      such Proceeding had been instituted.

     

    SECTION
      5.09.  Rights
      and Remedies Cumulative.
      No
      right or remedy herein conferred upon or reserved to the Indenture Trustee
      or to
      the Environmental Control Bondholders is intended to be exclusive of any other
      right or remedy, and every right and remedy shall, to the extent permitted
      by
      law, be cumulative and in addition to every other right and remedy given
      hereunder or now or hereafter existing at law or in equity or otherwise. The
      assertion or employment of any right or remedy hereunder, or otherwise, shall
      not prevent the concurrent assertion or employment of any other appropriate
      right or remedy.

     

    SECTION
      5.10.  Delay
      or Omission Not a Waiver.
      No
      delay or omission of the Indenture Trustee or any Environmental Control
      Bondholder to exercise any right or remedy accruing upon any Default or Event
      of
      Default shall impair any such right or remedy or constitute a waiver of any
      such
      Default or Event of Default or an acquiescence therein. Every right and remedy
      given by this Article V or by law to the Indenture Trustee or to the
      Environmental Control Bondholders may be exercised from time to time, and as
      often as may be deemed expedient, by the Indenture Trustee or by the
      Environmental Control Bondholders, as the case may be.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.11.  Control
      by Environmental Control Bondholders.
      The
      Holders of not less than a majority of the Outstanding Amount of the
      Environmental Control Bonds of all Series (or, if less than all Series or
      Tranches are affected, the affected Series or Tranche or Tranches) shall have
      the right to direct the time, method and place of conducting any Proceeding
      for
      any remedy available to the Indenture Trustee with respect to the Environmental
      Control Bonds of such Series or Tranche or Tranches of exercising any trust
      or
      power conferred on the Indenture Trustee with respect to such Series or Tranche
      or Tranches; provided that

     

    (i)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)  subject
      to the express terms of Section 5.04, any direction to the Indenture
      Trustee to sell or liquidate any Series Collateral shall be by the Holders
      of
      Environmental Control Bonds representing not less than 100% of the Outstanding
      Amount of the Environmental Control Bonds of the affected Series;

     

    (iii)  if
      the
      conditions set forth in Section 5.05 have been satisfied and the Indenture
      Trustee elects to retain the Series Collateral pursuant to such Section and
      not
      sell or liquidate the same, then any direction to the Indenture Trustee by
      Holders of Environmental Control Bonds representing less than 100% of the
      Outstanding Amount of the Environmental Control Bonds of all Series to sell
      or
      liquidate the Series Collateral shall be of no force and effect;
      and

     

    (iv)  the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction;

     

    provided,
      however, that, subject to Section 6.01, the Indenture Trustee need not take
      any action that it determines might involve it in liability for which it would
      not be adequately indemnified to its satisfaction against any cost, expense
      or
      liability or if the Indenture Trustee determines that such action might
      materially and adversely affect the rights of any Holders not consenting to
      such
      action.

     

    SECTION
      5.12.  Waiver
      of Past Defaults.
      Prior
      to the declaration of the acceleration of the maturity of the Environmental
      Control Bonds of all Series as provided in Section 5.02 and upon
      satisfaction of the PSCWV Condition set forth in 9.03 of this Indenture, the
      Holders of not less than a majority of the Outstanding Amount of the
      Environmental Control Bonds of an affected Series may waive any past Default
      or
      Event of Default and its consequences except a Default (i) in payment of
      principal of or premium, if any, or interest on any of the Environmental Control
      Bonds or (ii) in respect of a covenant or provision hereof that cannot be
      modified or amended without the consent of the Holders of each Environmental
      Control Bond of all Series or Tranches affected. In the case of any such waiver,
      the Issuer, the Indenture Trustee and the Holders of the Environmental Control
      Bonds shall be restored to their former positions and rights hereunder,
      respectively; but no such waiver shall extend to any subsequent or other Default
      or impair any right consequent thereto.

     

    Upon
      any
      such waiver, such Default shall cease to exist and be deemed to have been cured
      and not to have occurred, and any Event of Default arising therefrom shall
      be
      deemed 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    to
      have been cured and not to have occurred, for
      every purpose of this Indenture; but no such waiver shall extend to any
      subsequent or other Default or Event of Default or impair any right consequent
      thereto.

     

    SECTION
      5.13.  Undertaking
      for Costs.
      All
      parties to this Indenture agree, and each Holder of any Environmental Control
      Bond by such Holder’s acceptance thereof shall be deemed to have agreed, that
      any court may in its discretion require, in any suit for the enforcement of
      any
      right or remedy under this Indenture, or in any suit against the Indenture
      Trustee for any action taken, suffered or omitted by it as Indenture Trustee,
      the filing by any party litigant in such suit of an undertaking to pay the
      costs
      of such suit, and that such court may in its discretion assess reasonable costs,
      including reasonable attorneys’ fees, against any party litigant in such suit,
      having due regard to the merits and good faith of the claims or defenses made
      by
      such party litigant; but the provisions of this Section shall not apply to
      (a) any suit instituted by the Indenture Trustee, (b) any suit
      instituted by any Environmental Control Bondholder, or group of Environmental
      Control Bondholders, in each case holding in the aggregate more than 10% of
      the
      Outstanding Amount of the Environmental Control Bonds of a Series or
      (c) any suit instituted by any Environmental Control Bondholder for the
      enforcement of the payment of (i) interest on any Environmental Control
      Bond on or after the due dates expressed in such Environmental Control Bond
      and
      in this Indenture or (ii) the unpaid principal, if any, of any
      Environmental Control Bond on or after the Series Termination Date or
      Tranche Termination Date, if applicable, therefor.

     

    SECTION
      5.14.  Waiver
      of Stay or Extension Laws.
      The
      Issuer covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead or in any manner whatsoever, claim or take the
      benefit or advantage of, any stay or extension law wherever enacted, now or
      at
      any time hereafter in force, that may affect the covenants or the performance
      of
      this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
      expressly waives all benefit or advantage of any such law, and covenants that
      it
      will not hinder, delay or impede the execution of any power herein granted
      to
      the Indenture Trustee, but will suffer and permit the execution of every such
      power as though no such law had been enacted.

     

    SECTION
      5.15.  Action
      on Environmental Control Bonds.
      The
      Indenture Trustee’s right to seek and recover judgment on the Environmental
      Control Bonds or under this Indenture shall not be affected by the seeking,
      obtaining or application of any other relief under or with respect to this
      Indenture. Neither the lien of this Indenture nor any rights or remedies of
      the
      Indenture Trustee or the Environmental Control Bondholders shall be impaired
      by
      the recovery of any judgment by the Indenture Trustee against the Issuer or
      by
      the levy of any execution under such judgment upon any portion of the Collateral
      or upon any of the assets of the Issuer.

     

    SECTION
      6. 

     

    The
      Indenture Trustee

     

    SECTION
      6.01.  Duties
      and Liabilities of Indenture Trustee.
      (a) If
      an Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as 

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    a
      prudent Person would exercise or use under the
      circumstances in the conduct of such Person’s own affairs.

     

    (b)  Except
      during the continuance of an Event of Default:

     

    (i)  the
      Indenture Trustee undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture and no implied covenants or obligations
      shall be read into this Indenture against the Indenture Trustee;
      and

     

    (ii)  in
      the
      absence of bad faith on its part, the Indenture Trustee may conclusively rely,
      as to the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to the Indenture Trustee and
      conforming to the requirements of this Indenture.

     

    (c)  The
      Indenture Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act or its own willful misconduct, except
      that:

     

    (i)     
       this
      paragraph does not limit the effect of paragraph (b) of this
      Section;

     

    (ii)  the
      Indenture Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer unless it is proved that the Indenture Trustee
      was negligent in ascertaining the pertinent facts; and

     

    (iii)   
       the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with a direction received by it
      pursuant to Section 5.11.

     

    (d)  Every
      provision of this Indenture that in any way relates to the Indenture Trustee
      is
      subject to paragraphs (a), (b) and (c) of this
      Section 6.01.

     

    (e)  The
      Indenture Trustee shall not be liable for interest on any money received by
      it
      except as provided in this Indenture or as the Indenture Trustee may agree
      in
      writing with the Issuer.

     

    (f)  Money
      held in trust by the Indenture Trustee need not be segregated from other funds
      held by the Trustee except to the extent required by law or the terms of this
      Indenture or the Transfer Agreement, the Sale Agreement, the Servicing Agreement
      or any Swap Agreement.

     

    (g)  No
      provision of this Indenture shall require the Indenture Trustee to expend or
      risk its own funds or otherwise incur financial liability in the performance
      of
      any of its duties hereunder or in the exercise of any of its rights or powers,
      if it shall have reasonable grounds to believe that repayments of such funds
      or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (h)  Every
      provision of this Indenture relating to the conduct or affecting the liability
      of or affording protection to the Indenture Trustee shall be subject to the
      provisions of this Section and to the provisions of the TIA.

     

    (i)  Under
      no
      circumstances shall the Indenture Trustee be liable for any indebtedness
      evidenced by or arising under the Environmental Control Bonds or any Basic
      Document.

     

    SECTION
      6.02.  Rights
      of Indenture Trustee.
      (a) The
      Indenture Trustee may rely on any document believed by it to be genuine and
      to
      have been signed or presented by the proper Person. The Indenture Trustee need
      not investigate any fact or matter stated in the document.

     

    (b)  Before
      the Indenture Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable
      for any action it takes or omits to take in good faith in reliance on an
      Officer’s Certificate or an Opinion of Counsel.

     

    (c)  The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys or
      a
      custodian or nominee, and the Indenture Trustee shall not be responsible for
      any
      misconduct or negligence on the part of, or for the supervision of, any such
      agent, attorney, custodian or nominee appointed with due care by it
      hereunder.

     

    (d)  The
      Indenture Trustee shall not be liable for any action it takes or omits to take
      in good faith that it believes to be authorized or within its rights or powers;
      provided, however, that the Indenture Trustee’s conduct does not constitute
      willful misconduct, negligence or bad faith.

     

    (e)  The
      Indenture Trustee may consult with counsel, and the advice or opinion of counsel
      with respect to legal matters relating to this Indenture and the Environmental
      Control Bonds shall be full and complete authorization and protection from
      liability in respect to any action taken, omitted or suffered by it hereunder
      in
      good faith and in accordance with the advice or opinion of such
      counsel.

     

    SECTION
      6.03.  Individual
      Rights of Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of Environmental Control Bonds and may otherwise deal with the Issuer
      or its affiliates with the same rights it would have if it were not Indenture
      Trustee. Any Paying Agent, Bond Registrar, co-registrar or co-paying agent
      may
      do the same with like rights. However, the Indenture Trustee must comply with
      Sections 6.11 and 6.12.

     

    SECTION
      6.04.  Indenture
      Trustee’s Disclaimer.
      The
      Indenture Trustee shall not be responsible for and makes no representation
      as to
      the validity or adequacy of this Indenture or the Environmental Control Bonds.
      The Indenture Trustee shall not be accountable for the Issuer’s use of the
      proceeds from the Environmental Control Bonds, and the Indenture Trustee shall
      not be responsible for any statement of the Issuer in the Indenture or in any
      document issued in connection with the sale of the Environmental Control Bonds
      or in the 

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    Environmental
      Control Bonds other than the Indenture
      Trustee’s certificate of authentication. The Indenture Trustee shall not be
      responsible for the form, character, genuineness, sufficiency, value or validity
      of any of the Collateral, or for or in respect of the validity or sufficiency
      of
      the Environmental Control Bonds (other than the certificate of authentication
      for the Environmental Control Bonds) or the Basic Documents and the Indenture
      Trustee shall in no event assume or incur any liability, duty or obligation
      to
      any Holder of an Environmental Control Bond, other than is expressly provided
      for in this Indenture. The Indenture Trustee shall not be liable for the default
      or misconduct of the Issuer, the Transferor, the Seller, the Servicer or any
      Swap Counterparty and the Indenture Trustee shall have no obligation or
      liability to perform the obligations of the Issuer.

     

    SECTION
      6.05.  Notice
      of Defaults.
      If a
      Default or Event of Default occurs and is continuing with respect to any Series
      and if it is known to a Responsible Officer of the Indenture Trustee, the
      Indenture Trustee shall mail to each Holder of Environmental Control Bonds
      of
      all Series, the PSCWV and to the Rating Agencies notice of the Default or Event
      of Default within 90 days after it occurs. Except in the case of a Default
      in
      payment of principal of or premium, if any, or interest on any Environmental
      Control Bond, the Indenture Trustee may withhold the notice if and so long
      as a
      committee of its Responsible Officers in good faith determines that withholding
      the notice is in the interests of Environmental Control
      Bondholders.

     

    SECTION
      6.06.  Reports
      by Indenture Trustee to Holders.
      (a) So
      long as the Indenture Trustee is the Bond Registrar, upon the written request
      of
      any Owner, within the prescribed period of time for tax reporting purposes
      after
      the end of each calendar year during the term of the Bonds, the Indenture
      Trustee shall deliver to each relevant current or former Owner such information
      as may be required to enable such Owner to prepare its Federal and state income
      tax returns.

     

    (b)  With
      respect to each Series of Environmental Control Bonds, on or prior to each
      Payment Date or Special Payment Date therefor, the Indenture Trustee will
      deliver a statement prepared by the Servicer to each Holder of Environmental
      Control Bonds and the PSCWV which will include (to the extent applicable) the
      following information (and any other information so specified in the
      Series Supplement for such Series) as to the Environmental Control Bonds of
      such Series with respect to such Payment Date, or Special Payment Date or the
      period since the previous Payment Date or Special Payment Date, as
      applicable:

     

    (i)    
       the
      amount paid to Holders of such Environmental Control Bonds in respect of
      principal, such amount to be expressed as a dollar amount
      per thousand;

     

    (ii)  the
      amount paid to Holders of such Environmental Control Bonds in respect of
      interest, such amount to be expressed as a dollar amount
      per thousand;

     

    (iii)   
       the
      Environmental Control Bond Balance, after giving effect to the payments to
      be
      made on such Payment Date, and the Projected Environmental Control Bond Balance,
      in each case for such Series and as of the most recent Payment Date, and the
      difference between such amounts;

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    (iv)   
       the
      amount, if any, on deposit in the Capital Subaccount and the Required Capital
      Amount, in each case as of that Payment Date; 

     

    (v)  the
      amount, if any, on deposit in the Excess Funds Subaccount as of that Payment
      Date;

     

    (vi)   
       the
      amount, if any, to be paid to each Swap Counterparty on that Payment Date to
      the
      extent provided in any Swap Agreement;

     

    (vii)  
       the
      amount paid or to be paid to the Indenture Trustee since the previous Payment
      Date;

     

    (viii)  
      the
      amount paid or to be paid to the Servicer since the previous Payment
      Date;

     

    (ix)    
       the
      amount paid to the Administrator since the previous Payment Date;
      and

     

    (x)      
      the
      amount of any other transfers and payments made pursuant to the Indenture since
      the previous Payment Date.

     

    (c)  The
      Indenture Trustee’s responsibility for disbursing the information described in
      subsection (b) above to Holders of Environmental Control Bonds and the
      PSCWV is limited to the availability, timeliness and accuracy of the information
      provided by the Servicer pursuant to the Servicing Agreement.

     

    SECTION
      6.07.  Compensation
      and Indemnity.
      The
      Issuer shall pay to the Indenture Trustee from time to time reasonable
      compensation for its services. The Indenture Trustee’s compensation shall not be
      limited by any law on compensation of a trustee of an express trust. The Issuer
      shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses,
      disbursements and advances incurred or made by it, including costs of
      collection, in addition to the compensation for its services. Such expenses
      shall include the reasonable compensation and expenses, disbursements and
      advances of the Indenture Trustee’s agents, counsel, accountants and experts.
      The Issuer shall indemnify and hold harmless the Indenture Trustee and its
      officers, directors, employees and agents, to the extent permitted by law,
      from
      and against any and all costs, damages, expenses, losses, taxes (other than
      taxes imposed on the Indenture Trustee in connection with fees and amounts
      earned or obtained in accordance with this Indenture), liabilities or other
      amounts whatsoever (including reasonable counsel fees and expenses) incurred
      by
      the Indenture Trustee in connection with the administration of this trust,
      the
      enforcement of this trust and all of the Indenture Trustee’s rights, powers and
      duties under this Indenture and the other Basic Documents to which the Indenture
      Trustee is a party and the performance by the Indenture Trustee of the duties
      and obligations of the Indenture Trustee under or pursuant to this Indenture
      and
      the other Basic Documents to which the Indenture Trustee is a party. The
      Indenture Trustee shall notify the Issuer as soon as is reasonably practicable
      of any claim for which it may seek indemnity. Failure by the Indenture Trustee
      to so notify the Issuer shall not relieve the Issuer of its obligations
      hereunder. The Issuer shall defend the claim and the Indenture Trustee may
      have
      separate counsel and the Issuer shall pay the fees and expenses of such counsel.
      The Issuer need not reimburse any expense or indemnify against 

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    any
      loss, liability or expense incurred by the
      Indenture Trustee (i) through the Indenture Trustee’s own willful
      misconduct, negligence or bad faith or (ii) to the extent the Indenture
      Trustee was reimbursed for or indemnified against any such loss, liability
      or
      expense by the Transferor pursuant to the Transfer Agreement, the Seller
      pursuant to the Sale Agreement or by the Servicer pursuant to the Servicing
      Agreement.

     

    The
      Issuer’s payment obligations to the Indenture Trustee pursuant to this Section
      shall survive the discharge of this Indenture or the earlier resignation or
      removal of the Indenture Trustee. When the Indenture Trustee incurs expenses
      after the occurrence of a Default or Event of Default specified in
      Section 5.01(iv) or (v) with respect to the Issuer, the expenses are
      intended to constitute expenses of administration under Title 11 of the
      United States Code or any other applicable Federal or state bankruptcy,
      insolvency or similar law.

     

    SECTION
      6.08.  Replacement
      of Indenture Trustee.
      The
      Indenture Trustee may resign at any time upon 30 days’ prior written notice by
      so notifying the Issuer. The Holders of a majority in Outstanding Amount of
      the
      Environmental Control Bonds of all Series may remove the Indenture Trustee
      by so
      notifying the Issuer and the Indenture Trustee and may appoint a successor
      Indenture Trustee. The Issuer shall remove the Indenture Trustee
      if:

     

    (i)  the
      Indenture Trustee fails to comply with Section 6.11;

     

    (ii)  the
      Indenture Trustee is adjudged a bankrupt or insolvent;

     

    (iii)  a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property; or

     

    (iv)  the
      Indenture Trustee otherwise becomes incapable of acting.

     

    If
      the
      Indenture Trustee resigns or is removed or if a vacancy exists in the office
      of
      Indenture Trustee for any reason (the Indenture Trustee in such event being
      referred to herein as the “Retiring
      Indenture Trustee”),
      the
      Issuer shall promptly appoint a successor Indenture Trustee.

     

    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the Retiring Indenture Trustee and to the Issuer. Thereupon
      the
      resignation or removal of the Retiring Indenture Trustee shall become effective,
      and the successor Indenture Trustee shall have all the rights, powers and duties
      of the Indenture Trustee under this Indenture. No resignation or removal of
      the
      Indenture Trustee pursuant to this Section 6.08 shall become effective until
      the
      acceptance of the appointment by a successor Indenture Trustee. The successor
      Indenture Trustee shall mail a notice of its succession to Environmental Control
      Bondholders. The Retiring Indenture Trustee shall promptly transfer all property
      held by it as Indenture Trustee to the successor Indenture Trustee.

     

    If
      a
      successor Indenture Trustee does not take office within 60 days after the
      Retiring Indenture Trustee resigns or is removed, the Retiring Indenture
      Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the
      Environmental Control Bonds of all Series may petition any court of competent
      jurisdiction for the appointment of a successor Indenture Trustee.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    If
      the
      Indenture Trustee fails to comply with Section 6.11, any Environmental
      Control Bondholder may petition any court of competent jurisdiction for the
      removal of the Indenture Trustee and the appointment of a successor Indenture
      Trustee.

     

    The
      Issuer shall promptly furnish written notification of the appointment of any
      successor Indenture Trustee pursuant to this Section 6.08 to each of the
      Rating Agencies. The Issuer shall be responsible for payment of the expenses
      of
      any resignation or removal of the Indenture Trustee.

     

    Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section 6.08, the
      Issuer’s obligations under Section 6.07 shall continue for the benefit of
      the Retiring Indenture Trustee.

     

    SECTION
      6.09.  Successor
      Indenture Trustee by Merger.
      If the
      Indenture Trustee consolidates with, merges or converts into, or transfers
      all
      or substantially all its corporate trust business or assets to, another
      corporation or banking association, the resulting, surviving or transferee
      corporation or banking association shall, without any further act, be the
      successor Indenture Trustee. The Issuer shall promptly furnish written
      notification of any such successor Indenture Trustee to each of the Rating
      Agencies.

     

    If
      at the
      time such successor or successors by merger, conversion consolidation or
      transfer shall succeed to the trusts created by this Indenture, any of the
      Environmental Control Bonds shall have been authenticated but not delivered,
      any
      such successor to the Indenture Trustee may adopt the certificate of
      authentication of any Retiring Indenture Trustee, and deliver such Environmental
      Control Bonds so authenticated; and if at that time any of the Environmental
      Control Bonds shall not have been authenticated, any successor to the Indenture
      Trustee may authenticate such Environmental Control Bonds either in the name
      of
      any Retiring Indenture Trustee hereunder or in the name of the successor to
      the
      Indenture Trustee. Such certificates so authenticated shall have the full force
      and effect equal to any other Environmental Control Bond authenticated in
      accordance with the terms of this Indenture.

     

    SECTION
      6.10.  Appointment
      of Co-Trustee or Separate Trustee.
      (a) Not-withstanding
      any other provisions of this Indenture, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Collateral
      may at the time be located, the Indenture Trustee shall have the power and
      may
      execute and deliver all instruments to appoint one or more Persons to act as
      a
      co-trustee or co-trustees, or separate trustee or separate trustees, of all
      or
      any part of the Collateral, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Environmental Control Bondholders, such
      title to the Collateral, or any part hereof, and, subject to the other
      provisions of this Section, such powers, duties, obligations, rights and trusts
      as the Indenture Trustee may consider necessary or desirable. No co-trustee
      or
      separate trustee hereunder shall be required to meet the terms of eligibility
      as
      a successor trustee under Section 6.11 and no notice to Environmental
      Control Bondholders of the appointment of any co-trustee or separate trustee
      shall be required under Section 6.08 hereof. Notes of any such appointment
      shall be promptly given to each Rating Agency and to the PSCWV by the
      Trustee.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    (b)  Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Indenture Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Indenture Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to the Collateral or
      any
      portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Indenture Trustee;

     

    (ii)  no
      trustee hereunder shall be personally liable by reason of any act or omission
      of
      any other trustee hereunder; and

     

    (iii)  the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c)  Any
      notice, request or other writing given to the Indenture Trustee shall be deemed
      to have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Indenture and the conditions
      of this Article VI. Each separate trustee and co-trustee, upon its
      acceptance of the trusts conferred, shall be vested with the estates or property
      specified in its instrument of appointment, either jointly with the Indenture
      Trustee or separately, as may be provided therein, subject to all the provisions
      of this Indenture, specifically including every provision of this Indenture
      relating to the conduct of, affecting the liability of, or affording protection
      to, the Indenture Trustee. Every such instrument shall be filed with the
      Indenture Trustee.

     

    (d)  Any
      separate trustee or co-trustee may at any time constitute the Indenture Trustee,
      its agent or attorney-in-fact with full power and authority, to the extent
      not
      prohibited by law, to do any lawful act under or in respect of this Indenture
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

    SECTION
      6.11.  Eligibility;
      Disqualification.
      The
      Indenture Trustee shall at all times satisfy the requirements of
      TIA § 310(a) and rule 3a-7 under the Investment Company Act of 1940.
      The Indenture Trustee shall have a combined capital and surplus of at least
      $50,000,000 as set forth in its most recent published annual report of condition
      and it shall have a long term debt rating of “Baa3” or better by Moody’s and
“BBB-“ by Standard & Poor’s and Fitch (if currently rated by Fitch).
      The Indenture Trustee shall comply with TIA § 310(b), including the
      optional provision permitted by the second sentence of TIA § 310(b)(9);
      provided, 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    

     

    however,
      that there shall be excluded from the
      operation of TIA § 310(b)(1) any indenture or indentures under which other
      securities of the Issuer are outstanding if the requirements for such exclusion
      set forth in TIA § 310(b)(1) are met.

     

    SECTION
      6.12.  Preferential
      Collection of Claims Against Issuer.
      The
      Indenture Trustee shall comply with TIA § 311(a), excluding any creditor
      relationship listed in TIA § 311(b). A Indenture Trustee who has resigned
      or been removed shall be subject to TIA § 311(a) to the extent
      indicated.

     

    SECTION
      6.13.  Representations
      and Warranties of Indenture Trustee.
      The
      Indenture Trustee hereby represents and warrants that: 

     

    (i)    
      [the
      Indenture Trustee is a banking corporation validly existing and in good standing
      under the laws of the State of New York; and ]

     

    (ii)  
      the
      Indenture Trustee has full power, authority and legal right to execute, deliver
      and perform this Indenture and the Basic Documents to which the Indenture
      Trustee is a party and has taken all necessary action to authorize the
      execution, delivery, and performance by it of this Indenture and such Basic
      Documents. 

     

    SECTION
      6.14.  Annual
      Report by Independent Public Accountants.
      In the
      event the firm of independent registered public accountants requires the
      Indenture Trustee to agree or consent to the procedures performed by such firm
      pursuant to Section [ ]of the Servicing Agreement, the Indenture Trustee shall
      deliver such letter of agreement or consent in conclusive reliance upon the
      written direction of the Issuer in accordance with Section [ ] of the Servicing
      Agreement. 

     

    SECTION
      6.15.  Custody
      of Collateral.
      The
      Indenture Trustee shall hold such of the Collateral (and any other collateral
      that may be granted to the Indenture Trustee) as consists of instruments,
      deposit accounts, negotiable documents, money, goods, letters of credit, and
      advices of credit in the State of [New York]. The Indenture Trustee shall hold
      such of the Collateral as constitute investment property through a securities
      intermediary (which may be the entity acting as Indenture Trustee), which
      securities intermediary shall agree (and, to the extent that the entity acting
      as Indenture Trustee is the securities intermediary, such entity hereby agrees
      with respect to itself as securities intermediary) with such entity that (a)
      such investment property shall at all times be credited to a securities account
      of the Indenture Trustee, (b) such securities intermediary shall treat the
      Indenture Trustee as entitled to exercise the rights that comprise each
      financial asset credited to such securities account, (c) all property credited
      to such securities account shall be treated as a financial asset, (d) such
      securities intermediary shall comply with entitlement orders originated by
      the
      Indenture Trustee without the further consent of any other person or entity,
      (e)
      such securities intermediary will not agree with any person other than the
      Indenture Trustee to comply with entitlement orders originated by such other
      person, (f) such securities accounts and the property credited thereto shall
      not
      be subject to any Lien, security interest, right of set-off in favor of such
      securities intermediary or anyone claiming through it (other than the Indenture
      Trustee), and (g) such agreement shall be governed by the internal laws of
      the
      State of New York. Terms used in the preceding sentence that are defined in
      the
      UCC and not otherwise defined herein shall have the meaning set forth in the
      UCC. Except 

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    

     

    as
      permitted by this Section 6.15, or elsewhere in
      this Indenture, the Indenture Trustee shall not hold Collateral through an
      agent
      or a nominee.

     

    SECTION
      7. 

     

    Environmental
      Control Bondholders’ Lists and Reports

     

    SECTION
      7.01.  Issuer
      To Furnish Indenture Trustee Names and Addresses of Environmental Control
      Bondholders.
      The
      Issuer will furnish or cause to be furnished to the Indenture Trustee
      (a) not more than five days after the earlier of (i) each Record Date
      with respect to each Series and (ii) three months after the last Record
      Date with respect to each Series, a list, in such form as the Indenture Trustee
      may reasonably require, of the names and addresses of the Holders of
      Environmental Control Bonds of such Series as of such Record Date, (b) at
      such other times as the Indenture Trustee may request in writing, within 30
      days
      after receipt by the Issuer of any such request, a list of similar form and
      content as of a date not more than 10 days prior to the time such list is
      furnished; provided, however, that so long as the Indenture Trustee is the
      Bond
      Registrar, no such list shall be required to be furnished.

     

    SECTION
      7.02.  Preservation
      of Information; Communications to Environmental Control
      Bondholders.
      (a) The
      Indenture Trustee shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Environmental Control
      Bonds contained in the most recent list furnished to the Indenture Trustee
      as
      provided in Section 7.01 and the names and addresses of Holders of
      Environmental Control Bonds received by the Indenture Trustee in its capacity
      as
      Bond Registrar. The Indenture Trustee may destroy any list furnished to it
      as
      provided in such Section 7.01 upon receipt of a new list so
      furnished.

     

    (b)  Environmental
      Control Bondholders may communicate pursuant to TIA § 312(b) with other
      Environmental Control Bondholders with respect to their rights under this
      Indenture or under the Environmental Control Bonds. In addition, upon the
      written request of any Holder or group of Holders of any Series or of all
      Outstanding Series of Environmental Control Bonds evidencing not less than
      10
      percent of the Outstanding Amount of the Environmental Control Bonds of that
      Series or of all Series, as applicable, the Indenture Trustee shall afford
      the
      Holder or Holders making such request access during normal business hours to
      a
      copy of a current list of Holders of that Series of all Outstanding Series,
      as
      applicable, for purposes of communicating with other Holders with respect to
      their rights hereunder.

     

    (c)  The
      Issuer, the Indenture Trustee and the Bond Registrar shall have the protection
      of TIA § 312(c).

     

    SECTION
      7.03.  Reports
      by Issuer.
      (a) The
      Issuer shall:

     

    (i)  file
      with
      the Indenture Trustee and the PSCWV, within 15 days after the Issuer is required
      to file the same with the Commission, copies of the annual reports and of the
      information, documents and other reports (or copies of such portions of any
      of
      the foregoing as the Commission may from time to time by rules and regulations
      prescribe) which the Issuer may be required to file with the Commission pursuant
      to Section 13 or 15(d) of the Exchange Act;

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    (ii)  file
      with
      the Indenture Trustee and the PSCWV and the Commission in accordance with rules
      and regulations prescribed from time to time by the Commission such additional
      information, documents and reports with respect to compliance by the Issuer
      with
      the conditions and covenants of this Indenture as may be required from time
      to
      time by such rules and regulations; and

     

    (iii)  supply
      to
      the Indenture Trustee and the PSCWV (and the Indenture Trustee shall transmit
      by
      mail to all Environmental Control Bondholders described in TIA § 313(c))
      such summaries of any information, documents and reports required to be filed
      by
      the Issuer pursuant to clauses (i) and (ii) of this
      Section 7.03(a) as may be required by rules and regulations prescribed from
      time to time by the Commission; provided, however, that the Indenture Trustee
      shall be deemed to have been furnished and notified of all filings made by
      the
      Issuer with the Commission on the Electronic Data Gathering, Analysis and
      Retrieval (EDGAR) system.

     

    (b)  Unless
      the Issuer otherwise determines, the fiscal year of the Issuer shall end on
      December 31 of each year.

     

    SECTION
      7.04.  Reports
      by Indenture Trustee.
      If
      required by TIA § 313(a), within 60 days after January 1st of each
      year, commencing with the year after the issuance of the Environmental Control
      Bonds of any Series, the Indenture Trustee shall mail to each Holder of
      Environmental Control Bonds of such Series as required by TIA § 313(c) a
      brief report dated as of such date that complies with TIA § 313(a). The
      Indenture Trustee also shall comply with TIA § 313(b); provided, however,
      that the initial report so issued shall be delivered not more than 12 months
      after the initial issuance of each Series.

     

    A
      copy of
      each report at the time of its mailing to Environmental Control Bondholders
      shall be filed by the Indenture Trustee with the Commission and each stock
      exchange, if any, on which the Environmental Control Bonds are listed. The
      Issuer shall notify the Indenture Trustee in writing if and when the
      Environmental Control Bonds are listed on any stock exchange.

     

    SECTION
      7.05.  Provision
      of Servicer Reports.
      Upon
      the written request of any Environmental Control Bondholder to the Indenture
      Trustee addressed to the Corporate Trust Office, the Indenture Trustee shall
      provide such Environmental Control Bondholder with a copy of the Officer’s
      Certificate referred to in Section 3.05 of the Servicing Agreement and the
      Annual Accountant’s Report referred to in Section 3.06 of the Servicing
      Agreement.

     

    SECTION
      8.

     

    Accounts,
      Disbursements and Releases

     

    SECTION
      8.01.  Collection
      of Money.
      Except
      as otherwise expressly provided herein, the Indenture Trustee may demand payment
      or delivery of, and shall receive and collect, directly and without intervention
      or assistance of any fiscal agent or other intermediary, all money and other
      property payable to or receivable by the Indenture Trustee pursuant to this
      Indenture. The Indenture Trustee shall apply all such money received by it
      as


     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    provided
      in this Indenture. Except as otherwise
      expressly provided in this Indenture, if any default occurs in the making of
      any
      payment or performance under any agreement or instrument that is part of the
      Collateral, the Indenture Trustee may take such action as may be appropriate
      to
      enforce such payment or performance, including the institution and prosecution
      of appropriate Proceedings. Any such action shall be without prejudice to any
      right to claim a Default or Event of Default under this Indenture and any right
      to proceed thereafter as provided in Article V.

     

    SECTION
      8.02.  Collection
      Account.
      (a) On
      or prior to the Series Issuance Date for the first Series issued hereunder,
      the Issuer shall open, at the Indenture Trustee’s Corporate Trust Office, or at
      another Eligible Institution, one or more non-interest bearing segregated trust
      accounts in the Indenture Trustee’s name for the deposit of Environmental
      Control Charge Collections for such Series of Bonds and all other amounts
      received with respect to the Series Collateral servicing such Series of Bonds
      (each, a “Collection
      Account”
and
      collectively, the “Collection
      Accounts”).
      The
      Indenture Trustee shall hold each Collection Account for the benefit of the
      related Environmental Control Bondholders, the Indenture Trustee and the other
      Persons indemnified hereunder. The Collection Account for each Series of
      Environmental Control Bonds will initially be divided into subaccounts, which
      need not be separate bank accounts: a general subaccount (each, a “General
      Subaccount”),
      a
      capital subaccount (each, a “Capital
      Subaccount”),
      an
      excess funds subaccount (each, an “Excess
      Funds Subaccount”)
      and a
      tranche subaccount for any Tranche of any Series that has a floating rate of
      interest as specified in any Series Supplement (each, a “Tranche
      Subaccount”).
      Prior
      to depositing funds or U.S. Government Obligations in the Collection Account
      pursuant to Sections 4.01 or 4.02, the Issuer shall establish defeasance
      subaccounts (each a “Defeasance
      Subaccount”)
      for
      each Series for which funds shall be deposited, as subaccounts of the Collection
      Account. All amounts in the Collection Account for any Series of Bonds not
      allocated to any other subaccount shall be allocated to the General Subaccount
      for such Series of Bonds. All payments received by the Indenture Trustee from
      any Swap Counterparty at any time shall be deposited in the related Tranche
      Subaccount All references to the Collection Account shall be deemed to include
      reference to all subaccounts contained therein. Withdrawals from and deposits
      to
      each of the foregoing subaccounts of any Collection Account shall be made as
      set
      forth in Sections 4.01, 4.02, 4.03 and 8.02(c), (d), (e), (g) and (h). Such
      Collection Account shall at all times be maintained in an Eligible Deposit
      Account and only the Indenture Trustee shall have access to such Collection
      Account for the purpose of making deposits in and withdrawals from such
      Collection Account in accordance with this Indenture. Funds in the Collection
      Account shall not be commingled with any other moneys, including moneys in
      any
      other Collection Account. All moneys deposited from time to time in a Collection
      Account, all deposits therein pursuant to this Indenture, and all investments
      made in Eligible Investments with such moneys, including all income or other
      gain from such investments, shall be held by the Indenture Trustee in such
      Collection Account for such Series of Bonds as part of the Series Collateral
      securing such Bonds as herein provided. The Indenture Trustee shall have sole
      dominion and exclusive control over all moneys in such Collection Account and
      shall apply such amounts therein as provided in this
      Section 8.02.

     

    The
      Securities Intermediary hereby confirms that (i) each Collection Account
      is, or at inception will be established as, a “securities account” as such term
      is defined in Section 8-501(a) of the UCC, (ii) it is a “securities
      intermediary” (as such term is defined in Section 8-102(a)(14) of the UCC) and
      is acting in such capacity with respect to such accounts, and (iii) the


     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    Indenture
      Trustee for the benefit of the Secured
      Parties is the sole “entitlement holder” (as such term is defined in Section
      8-102(a)(7) of the UCC) with respect to such accounts and not other Person
      shall
      have the right to give “entitlement orders" (as such term is defined in Section
      8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby
      further agrees that each item of property (whether investment property,
      financial asset, security, instrument or cash) received by it will be credited
      to the applicable Collection Account and shall be treated by it as “financial
      asset” within the meaning of Section 8-102(a)(9) of the UCC. Notwithstanding
      anything to the contrary, [New York State] shall be deemed to be the location
      and jurisdiction of the Securities Intermediary for purposes of Section 8-110
      of
      the UCC, and each Collection Account (as well as the securities entitlements
      related thereto) shall be governed by the laws of the State of [New
      York].

     

    (b)  So
      long
      as no Default or Event of Default has occurred and is continuing, all or a
      portion of the funds in each Collection Account shall be invested in Eligible
      Investments and reinvested by the Indenture Trustee at the written direction
      of
      the Servicer unless otherwise directed by Issuer Order; provided, however,
      that
      (i) such Eligible Investments shall not mature later than the Business Day
      prior to the next Payment Date for the related Series or Tranche, (ii) such
      Eligible Investments shall not be sold, liquidated or otherwise disposed of
      at a
      loss prior to the maturity thereof, and (iii) no funds in the Defeasance
      Subaccount for any Series of Environmental Control Bonds shall be invested
      in
      Eligible Investments or otherwise, except that U.S. Government Obligations
      deposited by the Issuer with the Indenture Trustee pursuant to
      Sections 4.01 or 4.02 shall remain as such. All income or other gain from
      investments of moneys deposited in each Collection Account shall be deposited
      by
      the Indenture Trustee in such Collection Account, and any loss resulting from
      such investments shall be charged to such Collection Account. The Issuer shall
      not direct the Indenture Trustee to make any investment of any funds or to
      sell
      any investment held in each Collection Account unless the security interest
      granted and perfected in such account will continue to be perfected in such
      investment or the proceeds of such sale, in either case without any further
      action by any Person, and, in connection with any direction to the Indenture
      Trustee to make any such investment or sale, if requested by the Indenture
      Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of
      Counsel, acceptable to the Indenture Trustee, to such effect. Subject to
      Section 6.01(c), the Indenture Trustee shall not in any way be held liable
      for the selection of Eligible Investments or for investment losses incurred
      thereon except for losses attributable to the Indenture Trustee’s failure to
      make payments on such Eligible Investments issued by the Indenture Trustee,
      in
      its commercial capacity as principal obligor and not as Indenture Trustee,
      in
      accordance with their terms. The Indenture Trustee shall have no liability
      in
      respect of losses incurred as a result of the liquidation of any Eligible
      Investment prior to its stated maturity or the failure of the Issuer to provide
      timely written investment direction. The Indenture Trustee shall have no
      obligation to invest or reinvest any amounts held hereunder in the absence
      of
      written investment direction pursuant to an Issuer Order, however, if
      (i) the Issuer shall have failed to give investment directions for any
      funds on deposit in the Collection Account to the Indenture Trustee by
      11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer
      and Indenture Trustee) on any Business Day; or (ii) a Default or Event of
      Default shall have occurred and be continuing but the Environmental Control
      Bonds shall not have been declared due and payable pursuant to
      Section 5.02; then the Indenture Trustee shall, to the fullest extent
      practicable, invest and reinvest funds in each Collection Account in one or
      more
      Eligible Investments.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    (c)  Any
      Environmental Control Charge Collections, all investment earnings on the
      subaccounts in the Collection Account, and Indemnity Amounts remitted to the
      Indenture Trustee by the Transferor, the Seller or the Servicer or otherwise
      received by the Indenture Trustee, any other proceeds of Collateral received
      by
      the Servicer, the Issuer or the Indenture Trustee and any amounts paid by any
      Swap Counterparty under a Swap Agreement received by the Servicer, the Issuer
      or
      the Indenture Trustee, shall be deposited in the General
      Subaccount.

     

    (d)  On
      the
      Business Day preceding the Payment Date, the Indenture Trustee, at the written
      direction of the Servicer, shall allocate to each Tranche Subaccount the amounts
      specified in the related Series Supplement. Such amounts shall be so allocated
      after taking into account all allocations and payments required in connection
      with such Payment Date under clauses (e)(i) through (v) below; provided that
      in
      the event of any shortfall of amounts to be allocated pursuant to clause (e)(v)
      among more than one Tranche of the applicable Series amounts shall be allocated
      pursuant to clause (e)(v) among more than one Tranche of the applicable Series,
      amounts shall be allocated to such Tranche Subaccount on a Pro Rata basis with
      all other Tranches of the relevant Series. Amounts in each Tranche Subaccount
      shall be applied as provided in the related Series Supplement.

     

    (e)  On
      each
      Payment Date for any Series of Bonds, or before each Payment Date to the extent
      otherwise specified in the related Series Supplement with respect to any Tranche
      Subaccount, by 12:00 noon (New York City time), or if such day is not a
      Business Day, on the following Business Day, the Indenture Trustee shall, at
      the
      written direction of the Servicer as set forth in an Officer’s Certificate,
      apply all amounts on deposit in the General Subaccount of the Collection Account
      for a particular Series of Bonds and any investment earnings on the Subaccounts
      in the Collection Account, after allocating to any Tranche Subaccount in
      accordance with clause (d) above and the related payment to each Swap
      Counterparty in accordance with the related Series Supplement, and in the
      following priority:

     

    (i)  to
      the
      Indenture Trustee, all amounts due and owing to the Indenture Trustee (or the
      allocable share of such amounts, if Additional Bonds are Outstanding) as of
      such
      Payment Date (including any Indemnity Amounts);

     

    (ii)  to
      the
      Servicer, the Servicing Fee for such Payment Date and all unpaid Servicing
      Fees
      from prior Payment Dates (or the allocable share of such Servicing Fees, if
      Additional Bonds are Outstanding) shall be paid to the Servicer;

     

    (iii)  to
      the
      Administrator, the Administrative Fee payable on such Payment Date under the
      Issuer Administration Agreement (or the allocable share of such Administrative
      Fee, if Additional Bonds are Outstanding), together with any unpaid
      Administrative Fees from prior Payment Dates, and to the Independent Managers,
      their fees in an amount equal to $_____ for such Payment Date, together with
      any
      unpaid fees from prior Payment Dates;

     

    (iv)  so
      long
      as no Event of Default has occurred and is continuing or would be caused by
      such
      payment, all Operating Expenses (including the allocable share of all Operating
      Expenses not directly attributable to the Bonds or the trusts administered
      


      
      


     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    hereunder)
      other than distributions made in accordance with
      clauses (i), (ii) and (iii) above
      shall be paid to the Persons entitled thereto;

     

    (v)  an
      amount
      equal to the sum of (1) the interest then due and owing on such Payment
      Date with respect to such Series of Bonds, (2) any amount in respect of
      periodic payments that are required to be made to any Swap Counterparty on
      any
      Swap Agreement with respect to any Floating Rate Bonds and (3) any deferred
      interest on any Floating Rate Bonds;

     

    (vi)  payment
      of the principal due and payable on each Tranche of the Bonds of all Series
      as a
      result of (1) Final Maturity Date, (2)  any acceleration under
      Section 5.02, (3) payment of the principal due and payable on each
      Tranche of Bonds according to the Expected Sinking Fund Schedule, and
      (4) any Swap Termination Payments that result from (a) the failure of
      the Issuer to pay any amount due under the applicable Swap Agreement within
      five
      Business Days, (b) any breach of any Swap Agreement by the Issuer or the
      Indenture Trustee where the applicable Swap Counterparty is not the defaulting
      party or the solely affected party, (c) any Issuer Bankruptcy, (d) any
      merger or consolidation of the Issuer where no successor assumes the Issuer’s
      liabilities under the related Swap Agreement, (e) any failure or
      termination of the security interest under this Indenture or
      (f) termination of any Swap Agreement as a result of a tax event, any
      illegality, a tax event upon merger, any acceleration of the Bonds under
      Section 5.02 following an event of default or a change in the applicable
      laws that makes any Swap Agreement unenforceable;

     

    (vii)  all
      remaining unpaid Operating Expenses (or the allocable share of such Operating
      Expenses if Additional Bonds are Outstanding) and Indemnity Amounts shall be
      paid to the Persons entitled thereto;

     

    (viii)  any
      amount necessary to replenish any shortfalls in the Capital Subaccount below
      the
      Required Capital Amount shall be allocated to the Capital
      Subaccount;

     

    (ix)  after
      the
      payment of the Bonds in full, any other payments required to be paid under
      any
      Swap Agreement as specified in the related Swap Agreement shall be paid to
      the
      respective Swap Counterparty, excluding such payments made pursuant to
clauses (v)
      or
(vi),
      above
      or a Senior Termination Event (as such term is defined in the applicable Swap
      Agreement);

     

    (x)  provided
      that no Event of Default has occurred and is continuing, an amount up to the
      amount of the Capital Equity Return (including any portion of the Capital Equity
      Return for a prior Payment Date that has not yet been paid) will be released
      to
      the Seller, free from the lien of this Indenture; and

     

    (xi)  the
      balance, if any, shall be allocated to the Excess Funds Subaccount.

     

    (f)  “Pro
      Rata”
means
      with respect to the Bonds or any Tranche of Bonds, the ratio (i) in the
      case of clause (e)(v) above, the numerator of which is the aggregate amount
      of 

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    Interest
      payable or net amount payable to a Swap
      Counterparty under any Swap Agreement with respect to the Bonds or such Tranche
      on such Payment Date and the denominator of which is the sum of the aggregate
      amounts of interest payable and aggregate of the net amounts payable under
      all
      Swap Agreements with respect to the Bonds or such Tranche; and (ii) in the
      case of other clauses in clause (e) above, the numerator of which is the
      aggregate amount of principal scheduled to be paid or payable on such Payment
      Date with respect to all Bonds or any Tranche of Bonds on such Payment Date
      and
      the denominator of which is the sum of the aggregate amounts of principal
      scheduled to be paid or payable with respect to all Outstanding Tranches on
      such
      Payment Date.

     

    (g)  If,
      on
      any Payment Date with respect to all Outstanding Tranches of any Series, funds
      on deposit in the General Subaccount (and, with respect to interest on the
      Bonds
      with a floating rate of interest, the Tranche Subaccount for that Tranche of
      Bonds other than amounts relating to Swap Termination Payments) are insufficient
      to make the payments and allocations contemplated by subclauses (e)(i)
      through (xi) above or by subclauses (h)(i) through (iv), for the Bonds, the
      Indenture Trustee shall, at the direction of the Servicer, draw from amounts
      on
      deposit in the following Subaccounts in the following order up to the amount
      of
      such shortfall, in order to make such payments and allocations:

     

    (i)  from
      the
      Excess Funds Subaccount, Pro Rata, for payments and allocations contemplated
      by
      subclauses (e)(i) through (ix) and
      subclauses (h)(i) through (iv); and

     

    (ii)  from
      the
      Capital Subaccount, Pro Rata, for payments and allocations contemplated by
      subclauses (e)(i) through (vii) and subclauses (h)(i) through (iv);


     

    provided
      that no amounts from the Excess Funds Subaccount or the Capital Subaccount
      shall
      be allocated to any Tranche Subaccount pursuant to subclause (e)(v) to the
      extent a shortfall in amounts available to pay interest due on the related
      Floating Rate Bonds is caused solely by a failure by a Swap Counterparty to
      make
      payments due under the related Swap Agreement.

     

    (h)  On
      each
      Payment Date on which Interest payments are to be made in respect of Bonds
      with
      a floating rate of interest but not in respect to Bonds with a fixed rate of
      interest in accordance with the applicable Series Supplement, the Trustee will
      allocate or pay all amounts on deposit in the General Subaccount (and, with
      respect to interest on the Bonds with a floating rate of interest, the Tranche
      Subaccount for that Tranche of Bonds other than amounts relating to Swap
      Termination Payments) of the Collection Account for the Floating Rate Bonds
      in
      the following priority, at the direction of the Servicer as set forth in an
      Officer’s Certificate of the Servicer:

     

    (i)  to
      the
      Trustee all amounts due and owing the Trustee (or the allocable share of such
      Operating Expenses, if Additional Bonds are Outstanding) as of such Payment
      Date
      and any outstanding Indemnity Amounts;

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    (ii)  to
      the
      Servicer all unpaid Servicing Fees from prior Payment Dates (or the allocable
      share of such Operating Expenses, if Additional Bonds are Outstanding) shall
      be
      paid to the Servicer;

     

    (iii)  all
      remaining unpaid Operating Expenses (or the allocable share of such Operating
      Expenses if Additional Bonds are Outstanding);

     

    (iv)  an
      amount
      equal to the sum of (1) the interest then due and owing on such Payment
      Date and (2) any amount in respect of periodic payments that are required
      to be made to any Swap Counterparty on any Swap Agreement with respect to any
      Floating Rate Bonds; payment of the Interest then payable on the Floating Rate
      Bonds, amounts payable in respect of interest to the Swap Counterparty under
      any
      Swap Agreement and any deferred interest on any Floating Rate Bonds,
      and

     

    (v)  the
      balance, if any, shall be allocated to the General Subaccount.

     

    (i)  Notwithstanding
      any other provision in this Indenture to the contrary, upon an acceleration
      of
      the maturity of the Bonds pursuant to Section 5.02, the aggregate amount of
      principal of and interest accrued on each Bond shall be payable, without
      priority of interest over principal or of principal over interest and without
      regard to Tranche, in the proportion that the aggregate amount of principal
      of
      and interest accrued on such Bond bears to the aggregate amount of principal
      of
      and interest accrued on all Bonds.

     

    (j)  Notwithstanding
      any other provision in this Indenture to the contrary, in the event of an
      acceleration of the maturity of Environmental Control Bonds and a subsequent
      liquidation of the Collateral in accordance with Section 5.04(a), if so required
      by any Swap Agreement, the proceeds of such liquidation allocated to the related
      Tranche of Floating Rate Bonds in accordance with this Section 8.02 shall be
      deposited in the related Tranche Subaccount and allocated between and paid
      to
      the Holders of the related Floating Rate Bonds, on the one hand, and the related
      Swap Counterparty, on the other hand, Pro Rata based on the aggregate amount
      of
      Principal and interest due and payable on such Tranche of Floating Rate Bonds
      and the aggregate amount payable to the related Swap Counterparty in accordance
      with such Swap Agreement.

     

    SECTION
      8.03.  Release
      of Collateral.
      (a) All
      money and other property withdrawn from the Collection Account by the Indenture
      Trustee for payment to the Issuer as provided in this Indenture in accordance
      with Section 8.02 hereof shall be deemed released from the Indenture when
      so withdrawn and applied in accordance with the provisions of Article VIII,
      without further notice to, or release or consent by, the Indenture
      Trustee.

     

    (b)  So
      long
      as the Issuer is not in default hereunder, the Issuer, through the Servicer,
      may
      collect, liquidate, sell or otherwise dispose of the Transferred Environmental
      Control Property, at any time and from time to time, without any notice to,
      or
      release or consent by, the Indenture Trustee, but only as and to the extent
      permitted by the Basic Documents; provided, however, that any and all proceeds
      of such dispositions shall become Collateral and be deposited to the General
      Subaccount immediately upon receipt thereof by the Issuer or any other Person,
      including the Servicer.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

    (c)  Other
      than as provided for in clauses (a) and (b) above, the Indenture
      Trustee shall release property from the lien of this Indenture only as and
      to
      the extent permitted by the Basic Documents and only upon receipt of an Issuer
      Request accompanied by an Officer’s Certificate, an Opinion of Counsel and
      Independent Certificates in accordance with TIA § 314(c) and 314(d)(1)
      meeting the applicable requirements of Section 11.01 or an Opinion of
      Counsel in lieu of such Independent Certificates to the effect that the TIA
      does
      not require any such Independent Certificate.

     

    (d)  Subject
      to the payment of its fees and expenses pursuant to Section 6.07, the
      Indenture Trustee may, and when required by the provisions of this Indenture
      shall, execute instruments to release property from the lien of this Indenture,
      or convey the Indenture Trustee’s interest in the same, in a manner and under
      circumstances that are not inconsistent with the provisions of this Indenture.
      No party relying upon an instrument executed by the Indenture Trustee as
      provided in this Article VIII shall be bound to ascertain the Indenture
      Trustee’s authority, inquire into the satisfaction of any conditions precedent
      or see to the application of any moneys.

     

    (e)  Subject
      to Section 8.03(c), the Indenture Trustee shall, at such time as there are
      no Environmental Control Bonds Outstanding and all sums due the Indenture
      Trustee pursuant to Section 6.07 have been paid, release any remaining
      portion of the Series Collateral that secured the Environmental Control Bonds
      from the lien of this Indenture and release to the Issuer or any other Person
      entitled thereto any funds then on deposit in the Collection
      Account.

     

    SECTION
      8.04.  Opinion
      of Counsel.
      The
      Indenture Trustee shall receive at least five Business Days written notice
      when
      requested by the Issuer to take any action pursuant to Section 8.03,
      accompanied by copies of any instruments involved, and the Indenture Trustee
      shall also require, as a condition to such action, an Opinion of Counsel, in
      form and substance satisfactory to the Indenture Trustee, stating the legal
      effect of any such action, outlining the steps required to complete the same,
      and concluding that all conditions precedent to the taking of such action have
      been complied with and such action will not materially and adversely impair
      the
      security for the Environmental Control Bonds or the rights of the Environmental
      Control Bondholders in contravention of the provisions of this Indenture;
      provided, however, that such Opinion of Counsel shall not be required to express
      an opinion as to the fair value of the Collateral. Counsel rendering any such
      opinion may rely, without independent investigation, on the accuracy and
      validity of any certificate or other instrument delivered to the Indenture
      Trustee in connection with any such action.

     

    SECTION
      8.05.  Reports
      by Independent Accountants.
      The
      Issuer shall appoint a firm of Independent registered public accountants of
      recognized national reputation for purposes of preparing and delivering the
      reports or certificates of such accountants required by this Indenture and
      the
      related Series Supplements. Upon any resignation by such firm the Issuer
      shall promptly appoint a successor thereto that shall also be a firm of
      Independent registered public accountants of recognized national reputation.
      If
      the Issuer shall fail to appoint a successor to a firm of Independent registered
      public accountants that has resigned within fifteen days after such resignation,
      the Indenture Trustee shall promptly notify the Issuer of such failure in
      writing. If the Issuer shall not have appointed a successor within ten days
      thereafter the Indenture Trustee shall promptly appoint a successor firm of
      Independent registered public 

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    accountants
      of recognized national reputation. The
      fees of such firm of Independent registered public accountants and its successor
      shall be payable by the Issuer.

     

    SECTION
      9.

     

    Supplemental
      Indentures

     

    SECTION
      9.01.  Supplemental
      Indentures Without Consent of Environmental Control Bondholders.
      (a) Without
      the consent of the Holders of any Environmental Control Bonds or any Swap
      Counterparty but with prior notice to the Rating Agencies, the Issuer and the
      Indenture Trustee, when authorized by an Issuer Order, at any time and from
      time
      to time, may enter into one or more indentures supplemental hereto (which shall
      conform to the provisions of the Trust Indenture Act as in force at the date
      of
      the execution thereof), in form satisfactory to the Indenture Trustee, for
      any
      of the following purposes:

     

    (i)  to
      correct or amplify the description of the Collateral, or to better assure,
      convey and confirm to the Indenture Trustee the Collateral, or to subject to
      the
      lien of this Indenture additional property;

     

    (ii)  to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuer, and the assumption by any such successor of the
      covenants of the Issuer contained herein and in the Environmental Control
      Bonds;

     

    (iii)  to
      add to
      the covenants of the Issuer, for the benefit of the Holders of the Environmental
      Control Bonds, or to surrender any right or power herein conferred upon the
      Issuer;

     

    (iv)  to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee or to any Swap Counterparty, as provided by the related Swap
      Agreement;

     

    (v)  to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      Supplemental Indenture that may be inconsistent with any other provision herein
      or in any Supplemental Indenture or to make any other provisions with respect
      to
      matters or questions arising under this Indenture or in any Supplemental
      Indenture; provided, however, that (A) such action shall not, as evidenced
      by an Opinion of Counsel, adversely affect in any material respect the interests
      of any Environmental Control Bondholder or any Swap Counterparty and (B) the
      then-current ratings on any tranche of Outstanding Environmental Control Bonds
      shall not be withdrawn or downgraded by the Rating Agencies; or

     

    (vi)  to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor Indenture Trustee with respect to the Environmental Control Bonds
      and
      to add to or change any of the provisions of this Indenture as shall be
      necessary to facilitate the administration of the trusts hereunder by more
      than
      one Indenture Trustee, pursuant to the requirements of
      Article VI;

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    (vii)  to
      modify, eliminate or add to the provisions of this Indenture to such extent
      as
      shall be necessary to provide for definitive Bonds or effect the qualification
      of this Indenture under the TIA or under any similar Federal statute hereafter
      enacted and to add to this Indenture such other provisions as may be expressly
      required by the TIA;

     

    (viii)  to
      set
      forth the terms of any Series that has not theretofore been authorized by a
      Series Supplement;

     

    (ix)  to
      provide for one or more Swap Agreements with respect to any Series or Tranche
      that bears a floating rate of interest or any Series or Tranche with specified
      credit enhancement; provided, however, that:

     

    (A) such
      action shall not, as evidenced by an Opinion of Counsel, adversely affect in
      any
      material respect the interests of any Environmental Control Bondholder or any
      Swap Counterparty;

     

    (B) the
      then-current ratings or any Outstanding Environmental control Bonds or any
      securities of any Additional Issuance shall not be withdrawn or downgraded
      by
      the Rating Agencies; or

     

    (x) to
      authorize the appointment of any fiduciary for any Tranche of bonds required
      or
      advisable with the listing of any Tranche on any stock exchange and otherwise
      amend this Indenture to incorporate changes requested or required by any
      government authority, stock exchange authority or fiduciary or any Tranche
      in
      connection with such listing;

     

    The
      Indenture Trustee is hereby authorized to join in the execution of any such
      Supplemental Indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    (b)  The
      Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
      also
      without the consent of any of the Holders of the Environmental Control Bonds,
      enter into an Indenture or Supplemental Indentures hereto for the purpose of
      adding any provisions to, or changing in any manner or eliminating any of the
      provisions of, this Indenture or of modifying in any manner the rights of the
      Holders of the Environmental Control Bonds under this Indenture; provided,
      however, that (i) such action shall not, as evidenced by an Opinion of
      Counsel, materially adversely affect the interests of any Environmental Control
      Bondholder or any Swap Counterparty or the Certificateholders and (ii) the
      Rating Agency Condition shall have been satisfied with respect
      thereto.

     

    SECTION
      9.02.  Supplemental
      Indentures with Consent of Environmental Control Bondholders.
      The
      Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
      may,
      with prior notice to the Rating Agencies and satisfaction of the Rating Agency
      Condition, and with the consent of the Holders of not less than a majority
      of
      the Outstanding Amount of the Environmental Control Bonds of each Series or
      Tranche to be affected, by Act of such Holders delivered to the Issuer and
      the
      Indenture Trustee, enter into an Indenture or Supplemental Indentures hereto
      for
      the purpose of adding any provisions to, or changing in any 

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    manner
      or eliminating any of the provisions of, this
      Indenture or of modifying in any manner the rights of the Holders of the
      Environmental Control Bonds under this Indenture; provided, however, that no
      such Supplemental Indenture shall, without the consent of the Holder of each
      Outstanding Environmental Control Bond of each Series or Tranche and each Swap
      Counterparty affected thereby:

     

    (i)     
       change
      the date of payment of any installment of principal of or premium, if any,
      or
      interest on any Environmental Control Bond, or reduce the principal amount
      thereof, the interest rate thereon or the premium, if any, with respect thereto,
      change the provisions of any Swap Agreement relating to the amount, calculation
      or timing of payments, change the provisions of this Indenture and the related
      applicable Series Supplement relating to the application of collections on,
      or
      the proceeds of the sale of, the Collateral to payment of principal of or
      premium, if any, or interest on the Environmental Control Bonds, or change
      any
      place of payment where, or the coin or currency in which, any Environmental
      Control Bond or the interest thereon is payable;

     

    (ii)  impair
      the right to institute suit for the enforcement of the provisions of this
      Indenture requiring the application of funds available therefor, as provided
      in
      Article V, to the payment of any such amount due on the Environmental
      Control Bonds on or after the respective due dates thereof;

     

    (iii)    
      reduce
      the percentage of the Outstanding Amount of the Environmental Control Bonds
      or
      of a Series or Tranche thereof, the consent of the Holders of which is required
      for any such Supplemental Indenture, or the consent of the Holders of which
      is
      required for any waiver of compliance with certain provisions of this Indenture
      or certain defaults hereunder and their consequences provided for in this
      Indenture or modify or alter the provisions of the proviso to the definition
      of
      the term “Outstanding”;

     

    (iv)    
      reduce
      the percentage of the Outstanding Amount of the Environmental Control Bonds
      required to direct the Indenture Trustee to direct the Issuer to sell or
      liquidate the Collateral pursuant to Section 5.04;

     

    (v)  modify
      any provision of this Section except to increase any percentage specified herein
      or to provide that certain additional provisions of this Indenture or the Basic
      Documents cannot be modified or waived without the consent of the Holder of
      each
      Outstanding Environmental Control Bond affected thereby;

     

    (vi)   
       modify
      any of the provisions of this Indenture in such manner as to affect the amount
      of any payment of interest, principal or premium, if any, payable on any
      Environmental Control Bond on any Payment Date or change the Redemption Dates,
      Expected Sinking Fund Schedules, Series Termination Dates or Tranche Termination
      Dates of any Environmental Control Bonds or the method of calculating interest
      on any Floating Rate Bond;

     

    (vii)   
      decrease
      the Required Capital Amount with respect to any Series;

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    (viii) 
       modify
      or
      alter the provisions of this Indenture regarding the voting of Environmental
      Control Bonds held by the Issuer, the Transferor, the Seller, an Affiliate
      of
      any of them or any obligor on the Environmental Control Bonds;

     

    (ix)   
       decrease
      the percentage of the aggregate principal amount of Environmental Control Bonds
      required to amend the sections of this Indenture which specify the applicable
      percentage of the aggregate principal amount of the Environmental Control Bonds
      necessary to amend this Indenture or the Transfer Agreement, the Sale Agreement,
      the Servicing Agreement, the Issuer Administration Agreement or any Swap
      Agreement; or

     

    (x)  permit
      the creation of any lien ranking prior to or on a parity with the lien of this
      Indenture with respect to any part of the Collateral or, except as otherwise
      permitted or contemplated herein, terminate the lien of this Indenture on any
      property at any time subject hereto or deprive the Holder of any Environmental
      Control Bond of the security provided by the lien of this
      Indenture.

     

    The
      Indenture Trustee may in its discretion determine whether or not any
      Environmental Control Bonds of a Tranche would be affected by any Supplemental
      Indenture and any such determination shall be conclusive upon the Holders of
      all
      Environmental Control Bonds, whether theretofore or thereafter authenticated
      and
      delivered hereunder. The Indenture Trustee shall not be liable for any such
      determination made in good faith.

     

    It
      shall
      not be necessary for any Act of Environmental Control Bondholders under this
      Section to approve the particular form of any proposed Supplemental Indenture,
      but it shall be sufficient if such Act shall approve the substance
      thereof.

     

    Promptly
      after the execution by the Issuer and the Indenture Trustee of any Supplemental
      Indenture pursuant to this Section, the Indenture Trustee shall mail to the
      Rating Agencies, Mon Power and the Holders of the Environmental Control Bonds
      to
      which such amendment or Supplemental Indenture relates, a notice prepared by
      the
      Issuer setting forth in general terms the substance of such Supplemental
      Indenture. Any failure of the Indenture Trustee to mail such notice, or any
      defect therein, shall not, however, in any way impair or affect the validity
      of
      any such Supplemental Indenture.

     

    SECTION
      9.03.  PSCWV
      Condition.
      Notwithstanding anything to the contrary in Section 9.01 or 9.02, no
      Supplemental Indenture shall be effective, nor shall any action requiring
      satisfaction of the PSCWV Condition pursuant to Sections 3.20 or 5.02 be
      taken or be effective, unless the process set forth in this Section 9.03
      has been followed.

     

    (a)  At
      least
      sixteen days prior to the effectiveness of any such supplemental indenture
      and
      after obtaining the other necessary approvals set forth in Sections 9.01 or
      9.02, as applicable (except for the consent of the Holders if the consent of
      the
      Holders is required or sought by the Indenture Trustee in connection with such
      supplemental indenture) or prior to the effectiveness of any waiver of a default
      approved by the Holders of a majority of the Outstanding Amount of Bonds of
      all
      Series as provided in Section 5.12, the Issuer shall have delivered to the


     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    PSCWV’s
      executive director and general counsel
      written notification of any proposed Supplemental Indenture or waiver, which
      notification shall contain:

     

    (i)  a
      reference to Case Nos. 05-0402-E-CN and 05-0750-E-PC and any other Case No.
      under which a Subsequent Financing Order has been issued;

     

    (ii)   
       an
      Officer’s Certificate stating that the proposed supplemental Indenture has been
      approved by all parties to this Indenture or alternatively, the waiver of
      default has been approved by the Holders of a majority of the Outstanding Amount
      of Bonds of all Series; and

     

    (iii)  
       a
      statement identifying the person to whom the PSCWV or its authorized
      representative is to address any response to the proposed Supplemental Indenture
      or to request additional time;

     

    (b)  The
      PSCWV
      or its authorized representative shall, within fifteen days of receiving the
      notification complying with Section 9.03(a) above, either:

     

    (i)  provide
      notice of its determination that the proposed Supplemental Indenture or waiver
      will not under any circumstances have the effect of increasing the ongoing
      financing costs related to the Environmental Control Bonds;

     

    (ii)   
       provide
      notice of its consent or lack of consent to the person specified in Section
      9.03(a)(iii) above, or 

     

    (iii)  
       be
      conclusively deemed to have consented to the proposed Supplemental
      Indenture,

     

    unless,
      within fifteen days of receiving the notification complying with Section 9.03(a)
      above, the PSCWV or its authorized representative delivers to the office of
      the
      person specified in Section 9.03(a)(iii) above a written statement requesting
      an
      additional amount of time not to exceed fifteen days in which to consider
      whether to consent to the proposed supplemental Indenture or waiver. 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 Supplemental Indenture or waiver will not under any circumstances
      increase ongoing financing costs to the person specified in Section 9.03(a)(iii)
      above no later than the last day of such extension of time or be conclusively
      deemed to have consented to the proposed Supplemental Indenture or waiver on
      the
      last day of such extension of time. Any Supplemental Indenture or waiver
      requiring the consent of the PSCWV shall become effective on the later of
      (i) the date proposed by the parties to the Supplemental Indenture or
      waiver or (ii) the first day after the expiration of the fifteen-day period
      provided for in this Section 9.03(b), or, if such period has been extended
      pursuant to the terms hereof, the first day after the expiration of such period
      as so extended.

     

    (c)  Following
      the delivery of a statement from the PSCWV to the Issuer under
      paragraph (b), the Issuer shall have the right at any time to withdraw from
      the PSCWV further consideration of any proposed Supplemental Indenture or waiver
      of default.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    (d)  For
      the
      purpose of this Section 9.03 and Section 11.11, 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
      9.04.  Execution
      of Supplemental Indentures.
      In
      executing, or permitting the additional trusts created by, any Supplemental
      Indenture permitted by this Article IX or the modifications thereby of the
      trusts created by this Indenture, the Indenture Trustee shall be entitled to
      receive, and subject to Sections 6.01 and 6.02, shall be fully protected in
      relying upon, an Opinion of Counsel stating that the execution of such
      Supplemental Indenture is authorized or permitted by this Indenture. The
      Indenture Trustee may, but shall not be obligated to, enter into any such
      Supplemental Indenture that affects the Indenture Trustee’s own rights, duties,
      liabilities or immunities under this Indenture or otherwise.

     

    SECTION
      9.05.  Effect
      of Supplemental Indenture.
      Upon
      the execution of any Supplemental Indenture pursuant to the provisions hereof,
      this Indenture shall be and be deemed to be modified and amended in accordance
      therewith with respect to each Series or Tranche of Environmental Control Bonds
      affected thereby, and the respective rights, limitations of rights, obligations,
      duties, liabilities and immunities under this Indenture of the Indenture
      Trustee, the Issuer, the Holders of the Environmental Control Bonds and each
      Swap Counterparty shall thereafter be determined, exercised and enforced
      hereunder subject in all respects to such modifications and amendments, and
      all
      the terms and conditions of any such supplemental Indenture shall be and be
      deemed to be part of the terms and conditions of this Indenture for any and
      all
      purposes.

     

    SECTION
      9.06.  Conformity
      with Trust Indenture Act.
      Every
      amendment of this Indenture and every Supplemental Indenture executed pursuant
      to this Article IX shall conform to the requirements of the TIA as then in
      effect so long as this Indenture shall then be qualified under the
      TIA.

     

    SECTION
      9.07.  Reference
      in Environmental Control Bonds to Supplemental Indentures.
      Environmental Control Bonds authenticated and delivered after the execution
      of
      any Supplemental Indenture pursuant to this Article IX may, and if required
      by the Indenture Trustee shall, bear a notation in form approved by the
      Indenture Trustee as to any matter provided for in such Supplemental Indenture.
      If the Issuer or the Indenture Trustee shall so determine, new Environmental
      Control Bonds so modified as to conform, in the opinion of the Indenture Trustee
      and the Issuer, to any such Supplemental Indenture may be prepared and executed
      by the Issuer and authenticated and delivered by the Indenture Trustee in
      exchange for Outstanding Environmental Control Bonds.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    SECTION
      10.

     

    [RESERVED]

     

    SECTION
      11.

     

    Miscellaneous

     

    SECTION
      11.01.  Compliance
      Certificates and Opinions, etc.
      Upon
      any application or request by the Issuer to the Indenture Trustee to take any
      action under any provision of this Indenture, the Issuer shall furnish to the
      Indenture Trustee (i) an Officer’s Certificate stating that all conditions
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with, (ii) an Opinion of Counsel stating that in
      the opinion of such counsel all such conditions precedent, if any, have been
      complied with and (iii) (if required by the TIA) an Independent Certificate
      from a firm of registered public accountants meeting the applicable requirements
      of this Section, except that, in the case of any such application or request
      as
      to which the furnishing of such documents is specifically required by any
      provision of this Indenture, no additional certificate or opinion need be
      furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (a)  statement
      that each signatory of such certificate or opinion has read or has caused to
      be
      read such covenant or condition and the definitions herein relating
      thereto;

     

    (b)  a
      brief
      statement as to the nature and scope of the examination or investigation upon
      which the statements or opinions contained in such certificate or opinion are
      based;

     

    (c)  a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with; and

     

    (d)  a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with.

     

    SECTION
      11.02.  Form
      of Documents Delivered to Indenture Trustee.
      In any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuer may be based,
      insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his certificate or 

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    opinion
      is based are erroneous. Any such certificate
      of an Authorized Officer or Opinion of Counsel may be based, insofar as it
      relates to factual matters, upon a certificate or opinion of, or representations
      by, an officer or officers of the Servicer, the Transferor, the Seller or the
      Issuer, stating that the information with respect to such factual matters is
      in
      the possession of the Servicer, the Transferor, the Seller or the Issuer, unless
      such Authorized Officer or counsel knows, or in the exercise of reasonable
      care
      should know, that the certificate or opinion or representations with respect
      to
      such matters are erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuer shall deliver any
      document as a condition of the granting of such application, or as evidence
      of
      the Issuer’s compliance with any term hereof, it is intended that the truth and
      accuracy, at the time of the granting of such application or at the effective
      date of such certificate or report (as the case may be), of the facts and
      opinions stated in such document shall in such case be conditions precedent
      to
      the right of the Issuer to have such application granted or to the sufficiency
      of such certificate or report. The foregoing shall not, however, be construed
      to
      affect the Indenture Trustee’s right to rely upon the truth and accuracy of any
      statement or opinion contained in any such document as provided in
      Article VI.

     

    SECTION
      11.03.  Acts
      of Environmental Control Bondholders.
      (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Environmental Control
      Bondholders may be embodied in and evidenced by one or more instruments of
      substantially similar tenor signed by such Environmental Control Bondholders
      in
      person or by agents duly appointed in writing; and except as herein otherwise
      expressly provided such action shall become effective when such instrument
      or
      instruments are delivered to the Indenture Trustee, and, where it is hereby
      expressly required, to the Issuer. Such instrument or instruments (and the
      action embodied therein and evidenced thereby) are herein sometimes referred
      to
      as the “Act”
of
      the
      Environmental Control Bondholders signing such instrument or instruments. Proof
      of execution of any such instrument or of a writing appointing any such agent
      shall be sufficient for any purpose of this Indenture and (subject to
      Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer,
      if made in the manner provided in this Section.

     

    (b)  The
      fact
      and date of the execution by any person of any such instrument or writing may
      be
      proved in any manner that the Indenture Trustee deems sufficient.

     

    (c)  The
      ownership of Environmental Control Bonds shall be proved by the Bond
      Register.

     

    (d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Environmental Control Bonds shall bind the Holder
      of
      every Environmental Control Bond issued upon the registration thereof or in
      exchange therefor or in lieu thereof, in respect of anything done, omitted
      or
      suffered to be done by the Indenture Trustee 

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    or
      the Issuer in reliance thereon, whether or not
      notation of such action is made upon such Environmental Control
      Bond.

     

    SECTION
      11.04.  Notices,
      etc., to Indenture Trustee, Issuer, Mon Power, PSCWV and Rating
      Agencies.
      Any
      request, demand, authorization, direction, notice, consent, waiver or Act of
      Environmental Control Bondholders or other documents provided or permitted
      by
      this Indenture to be made upon, given or furnished to or filed
      with:

     

    (a)  the
      Indenture Trustee by any Environmental Control Bondholder or by the Issuer
      shall
      be sufficient for every purpose hereunder if made, given, furnished or filed
      in
      writing, delivered personally, via facsimile transmission, by reputable
      overnight courier or by first-class mail, postage prepaid, to the Indenture
      Trustee, at its Corporate Trust Office, or

     

    (b)  the
      Issuer by the Indenture Trustee or by any Environmental Control Bondholder
      shall
      be sufficient for every purpose hereunder if in writing, delivered personally,
      via facsimile transmission, by reputable overnight courier or by first-class
      mail, postage prepaid, to the Issuer addressed to: MP Environmental
      Funding LLC, [Address], Attention: [____________________, Attention:
      Secretary], or at any other address previously furnished in writing to the
      Indenture Trustee by the Issuer. The Issuer shall promptly transmit any notice
      received by it from the Environmental Control Bondholders to the Indenture
      Trustee.

     

    (c)  
      Mon
      Power by the Indenture Trustee, the Issuer, or by any Environmental Control
      Bondholder shall be sufficient for every purpose hereunder if in writing,
      delivered personally, via facsimile transmission, by reputable overnight courier
      or by first-class mail, postage prepaid, to Mon Power, doing business as
      Allegheny Power, [Address], Attention: [___________], or at any other address
      previously furnished in writing to the Indenture Trustee by Mon Power. Mon
      Power
      shall promptly transmit any notice received by it from the Environmental Control
      Bondholders to the Indenture Trustee.

     

    Notices
      required to be given to the Rating Agencies by the Issuer or the Indenture
      Trustee shall be in writing, delivered personally, via facsimile transmission,
      by reputable overnight courier or by first-class mail, postage prepaid, to
      (i) in the case of Fitch, at the following address: Fitch, Inc.,
      1 State Street Plaza, New York, New York 10004, Attention:  ABS
      Surveillance, (ii) in the case of Moody’s, at the following address:
      Moody’s Investors Service, Inc., 99 Church Street, New York, New York
      10007, Attention: [ABS Monitoring Department], and (iii) in the case of
      Standard & Poor’s, at the following address: Standard & Poor’s
      Ratings Services, 55 Water Street, New York, New York 10041, Attention:
      [Asset Backed Surveillance Department].

     

    Notices
      required to be given to the PSCWV by the Issuer or the Indenture Trustee shall
      be in writing, delivered personally, via facsimile transmission, by reputable
      overnight courier or by first-class mail, postage prepaid, to
      ______________________________, Attention:  __________.

     

    SECTION
      11.05.  Notices
      to Environmental Control Bondholders; Waiver.
      Where
      this Indenture provides for notice to Environmental Control Bondholders of
      any
      event, such notice shall be sufficiently given (unless otherwise herein
      expressly provided) if in writing 

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    and
      delivered by first-class mail, postage prepaid,
      to each Environmental Control Bondholder affected by such event, at their
      address as it appears on the Bond Register, not later than the latest date,
      and
      not earlier than the earliest date, prescribed for the giving of such notice.
      In
      any case where notice to Environmental Control Bondholders is given by mail,
      neither the failure to mail such notice nor any defect in any notice so mailed
      to any particular Environmental Control Bondholder shall affect the sufficiency
      of such notice with respect to other Environmental Control Bondholders, and
      any
      notice that is mailed in the manner herein provided shall conclusively be
      presumed to have been duly given.

     

    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such notice. Waivers
      of
      notice by Environmental Control Bondholders shall be filed with the Indenture
      Trustee but such filing shall not be a condition precedent to the validity
      of
      any action taken in reliance upon such a waiver.

     

    In
      case
      it shall be impractical to deliver notice in accordance with the first paragraph
      of this Section 11.05 to the Holders of Environmental Control Bonds when
      such notice is required to be given pursuant to any provision of this Indenture,
      then any manner of giving such notice as shall be satisfactory to the Indenture
      Trustee shall be deemed to be a sufficient giving of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute a Default or Event of
      Default.

     

    SECTION
      11.06.  Alternate
      Payment and Notice Provisions.
      Notwithstanding any provision of this Indenture or any of the Environmental
      Control Bonds to the contrary, the Issuer may enter into any agreement with
      any
      Holder of an Environmental Control Bond providing for a method of payment,
      or
      notice by the Indenture Trustee or any Paying Agent to such Holder, that is
      different from the methods provided for in this Indenture for such payments
      or
      notices. The Issuer will furnish to the Indenture Trustee a copy of each such
      agreement and the Indenture Trustee will cause payments to be made and notices
      to be given in accordance with such agreements.

     

    SECTION
      11.07.  Conflict
      with Trust Indenture Act.
      If any
      provision hereof limits, qualifies or conflicts with another provision hereof
      that is required to be included in this Indenture by any of the provisions
      of
      the TIA, such required provision shall control.

     

    The
      provisions of TIA §§ 310 through 317 that impose duties on any person
      (including the provisions automatically deemed included herein unless expressly
      excluded by this Indenture) are a part of and govern this Indenture, whether
      or
      not physically contained herein.

     

    SECTION
      11.08.  Effect
      of Headings and Table of Contents.
      The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof.

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    SECTION
      11.09.  Successors
      and Assigns.
      All
      covenants and agreements in this Indenture and the Environmental Control Bonds
      by the Issuer shall bind its successors and permitted assigns, whether so
      expressed or not.

     

    All
      agreements of the Indenture Trustee in this Indenture shall bind its
      successors.

     

    SECTION
      11.10.  Separability.
      In case
      any provision in this Indenture or in the Environmental Control Bonds shall
      be
      invalid, illegal or unenforceable, the validity, legality, and enforceability
      of
      the remaining provisions shall not in any way be affected or impaired
      thereby.

     

    SECTION
      11.11.  Benefits
      of Indenture.
      Nothing
      in this Indenture or in the Environmental Control Bonds, express or implied,
      shall give to any Person, other than the parties hereto and their successors
      hereunder, and the Environmental Control Bondholders, and any other party
      secured hereunder, and any other Person with an ownership interest in any part
      of the Collateral, any benefit or any legal or equitable right, remedy or claim
      under this Indenture.
      Notwithstanding anything to the contrary contained herein, for the avoidance
      of
      doubt, as provided in the Financing Order, any right, remedy or claim to which
      any Customer may be entitled pursuant to the Financing Order and to this
      Indenture may be asserted or exercised only by the PSCWV (or its authorized
      representative) for the benefit of such Customer.

     

    SECTION
      11.12.  Legal
      Holidays.
      In any
      case where the date on which any payment is due shall not be a Business Day,
      then (notwithstanding any other provision of the Environmental Control Bonds
      or
      this Indenture) payment need not be made on such date, but may be made on the
      next succeeding Business Day with the same force and effect as if made on the
      date on which nominally due, and no interest shall accrue for the period from
      and after any such nominal date.

     

    SECTION
      11.13.  GOVERNING
      LAW.
      THIS
      INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, 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, PROVIDED THAT THE LAWS OF THE STATE OF WEST VIRGINIA
      SHALL GOVERN THE CREATION, ATTACHMENT, PERFECTION AND ENFORCEMENT OF THE
      SECURITY INTEREST HEREUNDER IN THE TRANSFERRED ENVIRONMENTAL CONTROL PROPERTY
      UNDER THE STATUTE.

     

    SECTION
      11.14.  Counterparts.
      This
      Indenture may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.

     

    SECTION
      11.15.  Issuer
      Obligation.
      No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer or the Indenture Trustee on the Environmental Control Bonds or
      under this Indenture or any certificate or other writing delivered in connection
      herewith or therewith, against (i) any owner of a beneficial interest in
      the Issuer or (ii) any partner, owner, beneficiary, agent, officer,
      director, employee or agent of the Indenture 

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    Trustee,
      any holder of a beneficial interest in the
      Issuer or the Indenture Trustee or of any successor or assign of the Indenture
      Trustee, except as any such Person may have expressly agreed (it being
      understood that none of the Indenture Trustee’s obligations are in its
      individual capacity).

     

    SECTION
      11.16.  No
      Petition.
      The
      Indenture Trustee, by entering into this Indenture, and each Environmental
      Control Bondholder, by accepting an Environmental Control Bond (or interest
      thereon), hereby covenant and agree that they shall not, prior to the date
      that
      is one year and one day after the termination of this Indenture, institute
      against the Issuer or any of its Managers or Members, or join in any institution
      against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency
      or liquidation proceedings, or other proceedings under any United States Federal
      or state bankruptcy or similar law in connection with any obligations relating
      to the Environmental Control Bonds, this Indenture or any of the Basic
      Documents, subject to the right of a circuit court of the State of West Virginia
      to order sequestration and payment of revenues arising with respect to the
      Environmental Control Property.

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture
      to be duly executed by their respective officers, thereunto duly authorized
      and
      duly attested, all as of the day and year first above written.

     

    
      	 	 	 
	 	MP
              ENVIRONMENTAL
              FUNDING LLC,
	 
 	 
 	 
 
	 	by  	 
	 	
              
                

              

              Name:

              Title:

            
	 	 


    

    
       

      
        	 	 	 
	 	U.S.
                BANK NATIONAL
                ASSOCIATION, as Indenture Trustee,
	 
 	 
 	 
 
	 	by  	 
	 	
                
                  

                

                Name:

                Title:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    APPENDIX A

     

    MASTER
      DEFINITIONS

     

    [SEE
      ATTACHED]

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    APPENDIX A

     

    MASTER
      DEFINITIONS

     

    To
      be
      used in connection with the Administration Agreements, the
      Indenture,

    the
      Issuer LLC Agreement, the Transfer Agreement,

    the
      Sale Agreement and the Servicing Agreement.

     

    Unless
      the context other requires in this Appendix A, (i) a term has the
      meaning assigned to it; (ii) an accounting term not otherwise defined has
      the meaning assigned to it in accordance with generally accepted accounting
      principles as in effect from time to time; (iii) “or” is not exclusive;
      (iv) “including” means including without limitation; (v) words in the
      singular include the plural and words in the plural include the singular;
      (vi) words are applicable to the masculine as well as to the feminine and
      neuter genders of such terms; and (vii) the words “therein”, “thereof”,
“thereunder” and other words of similar import refer to the applicable document
      referenced as a whole and not to any particular article, section or other
      subdivision.

     

    “Act”
has
      the
      meaning specified in Section 11.03(a) of the Indenture.

     

    “Actual
      Environmental Control Charge Collections”
means
      the sum of the Environmental Control Charge Payments which are actually received
      by the Servicer, directly or indirectly (including through a Third Party),
      from
      or on behalf of Customers less an allowance for Write-Offs.

     

    “Addition
      Notice”
means,
      (i) when used in the Transfer Agreement with respect to the transfer of
      Subsequent Environmental Control Property to the Seller pursuant to
      Section 2.02 of the Transfer Agreement, notice, which shall be given by the
      Transferor to the Seller and the Rating Agencies not later than 10 days prior
      to
      the related Subsequent Contribution Date, specifying the Subsequent Contribution
      Date for such Subsequent Environmental Control Property and (ii) when used
      in the Sale Agreement with respect to the transfer of Subsequent Environmental
      Control Property to the Issuer pursuant to Section 2.02 of the Sale Agreement,
      notice, which shall be given by the Seller to the Issuer and the Rating Agencies
      not later than 10 days prior to the related Subsequent Sale Date, specifying
      the
      Subsequent Sale Date for such Subsequent Environmental Control
      Property.

     

    “Additional
      Bonds”
means
      each Series of environmental control bonds issued by the Issuer pursuant to
      a
      Subsequent Financing Order.

     

    “Additional
      Indenture” means
      any
      indenture entered into between the Company and the applicable trustee in
      connection with the issuance of any Additional Bonds.

     

    “Additional
      Issuance”
means
      issuance of securities by the Issuer, including any series of Environmental
      Control Bonds or other Additional Securities issued after the Initial Sale
      Date,
      that will be undertaken only if (i) such issuance has been authorized by
      the PSCWV, (ii)  the Rating Agencies then rating any Outstanding Series of
      Environmental Control Bonds or Outstanding Additional Securities provide written
      confirmation that the credit ratings in all Outstanding Series of Environmental
      Control Bonds or other Additional Securities will not be reduced or withdrawn
      as
      a result of such issuance, (iii) the Issuer has delivered to the Indenture


     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Trustee
      an Opinion of Counsel of a nationally
      recognized firm experienced in such matters to the effect that after such
      issuance, in the opinion of such counsel, if either or both of the Utility
      or
      the Seller were to become a debtor in a case under the United States Bankruptcy
      Code (Title 11, U.S.C.), a federal court exercising bankruptcy jurisdiction
      and
      exercising reasonable judgment after full consideration of all relevant factors
      would not order substantive consolidation of the assets and liabilities of
      the
      Issuer with those of the bankruptcy estate of the Utility or the Seller, subject
      to the customary exceptions, qualifications and assumptions contained
      therein.

     

    “Additional
      Securities”
means
      additional bonds or other securities issued by the Issuer pursuant to a
      Subsequent Financing Order or otherwise authorized or approved by the
      PSCWV.

     

    “Administration
      Agreements”
means
      (i) the MPR Administration Agreement and (ii) the Issuer
      Administration Agreement.

     

    “Administrative
      Fees”
means
      the fees of the Administrator under the Administration Agreements.

     

    “Administrator”
means
      Allegheny Energy Service Corporation, as administrator under the Administration
      Agreements, and its permitted successors and assigns thereunder.

     

    “Affiliate”
means,
      with respect to any specified Person, any other Person controlling or controlled
      by or under common control with such specified Person. For the purposes of
      this
      definition, “control” when used with respect to any specified Person means the
      power to direct or cause the direction of the management or policies of such
      Person, directly or indirectly, whether through the ownership of voting
      securities or general partnership or managing member interests, by contract
      or
      otherwise; and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing. Without limiting the generality of the foregoing,
      a Person shall be deemed to control any other Person in which it owns, directly
      or indirectly, a majority of the ownership interests.

     

    “Alternative
      Energy Supplier”
means
      an energy supplier which is authorized by applicable Requirements of Law to
      sell
      electric service to a customer using the transmission or distribution system
      of
      the Utility.

     

    “Annual
      Accountant’s Report”
has
      the
      meaning specified in Section 3.06(a) of the Servicing Agreement.

     

    “Annual
      Reconciliation”
means
      the Servicer's annual process of reconciling Actual Environmental
      Control Charge Collections with Estimated Environmental Control
      Charge Collections in accordance with Section 5.11(d) of the Servicing
      Agreement.

     

    “Applicable
      MDMA”
means
      with respect to each Customer, any meter data management agent or Third Party
      providing meter reading services for that Customer’s account as authorized by
      any PSCWV Regulations or orders.

     

    “Applicable
      Third Party”
means,
      with respect to each Customer, the Third Party, if any, providing billing or
      metering services to that Customer.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    “Authorized
      Initial Denominations”
means,
      with respect to any Series of Environmental Control Bonds, $1,000 and integral
      multiples thereof, or such other denominations as may be specified in the Series
      Supplement therefor.

     

    “Authorized
      Officer”
means
      any officer who is authorized to act for the Issuer and who is identified on
      the
      list of Authorized Officers delivered on the Closing Date by the Issuer to
      the
      Indenture Trustee as of such date (as such list may be modified or supplemented
      from time to time thereafter). 

     

    “Available
      Excess Funds Amount”
means,
      as of any date, the amount on deposit in the Excess Funds
      Subaccount.

     

    “Bankruptcy”
means,
      with respect to any Person, if (A) such Person (i) makes an assignment
      for the benefit of creditors, (ii) files a voluntary petition in
      bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered
      against it an order for relief, in any bankruptcy or insolvency proceedings,
      (iv) files a petition or answer seeking for itself any reorganization,
      arrangement, composition, readjustment, liquidation or similar relief under
      any
      statute, law or regulation, (v) files an answer or other pleading admitting
      or failing to contest the material allegations of a petition filed against
      it in
      any proceeding of this nature, (vi) seeks, consents to or acquiesces in the
      appointment of a trustee, receiver or liquidator of the Person or of all or
      any
      substantial part of its properties, or (B)(i) if 120 days after the
      commencement of any proceeding against the Person seeking reorganization,
      arrangement, composition, readjustment, liquidation or similar relief under
      any
      statute, law or regulation, if the proceeding has not been dismissed, or
      (ii) if within 90 days after the appointment without such Person’s
      consent or acquiescence of a trustee, receiver or liquidator of such Person
      or
      of all or any substantial part of its properties, the appointment is not vacated
      or stayed, or within 90 days after the expiration of any such stay, the
      appointment is not vacated. The foregoing definition of “Bankruptcy” is intended
      to replace and shall supersede and replace the definition of “Bankruptcy” set
      forth in Sections 18-101(1) and 18-304 of the LLC Act.

     

    “Basic
      Documents”
means,
      the Indenture (including any Series Supplement), the Certificate of Formation,
      the Issuer LLC Agreement, the Management Agreement, the Transfer Agreement,
      the
      Sale Agreement, the Servicing Agreement, each Bill of Sale delivered by the
      Seller to the Issuer pursuant to the Sale Agreement, the Issuer Administration
      Agreement, the Underwriting Agreement, any Swap Agreement and all documents
      and
      certificates contemplated thereby or delivered in connection
      therewith.

     

    “Bill
      of Sale”
means
      any bill of sale delivered by Seller to the Issuer pursuant to the Sale
      Agreement.

     

    “Billed
      Environmental Control Charges”
means
      the amounts billed to Customers pursuant to the Environmental Control Charges,
      whether billed directly to such Customers by the Servicer or indirectly through
      a Third Party.

     

    “Billing
      Period”
means
      the revenue period relating to a Customer’s Bill.

     

    “Bill”
means
      each of the periodic bills and the Closing Bills issued to Customers or Third
      Parties by Mon Power on its own behalf and in its capacity as
      Servicer.

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

    “Board”
or
      “Board
      of Managers”
means
      the Board of Managers of the Issuer.

     

    “Bond
      Rate”
means,
      with respect to any Series or Tranche, the rate at which interest accrues on
      the
      principal balance of Environmental Control Bonds of such Series or Tranche,
      as
      specified in the Series Supplement therefor.

     

    “Bond
      Register”
and
      “Bond
      Registrar”
have
      the respective meanings specified in Section 2.05 of the
      Indenture.

     

    “Book-Entry
      Environmental Control Bonds”
means
      beneficial interests in the Environmental Control Bonds, ownership and transfers
      of which shall be made through book entries by a Clearing Agency as described
      in
      Section 2.11 of the Indenture.

     

    “Budget
      Billing Plan”
means
      a
      level payment plan offered by the Transferor, which, if elected by a residential
      Customer, provides for levelized monthly Bill charges to such residential
      Customer by estimating the amount that the residential Customer would pay (based
      on the residential Customer’s actual usage during the previous twelve months),
      then charging the residential Customer 1/12th
      of that
      amount. Each month, a new payment amount is calculated based upon the most
      recent twelve months of usage data. After the twelfth month, the payments made
      by such residential Customer during the preceding twelve months are reconciled
      with the amount owed by such residential Customer for actual usage during the
      budget billing period, and the difference is amortized over the next twelve
      month period.

     

    “Business
      Day”
means
      any day other than a Saturday, Sunday or a day on which banking institutions
      in
      the City of New York, New York or the City of Charleston, West Virginia, or
      the
      Depository Trust Company, are authorized or obligated by law, regulation or
      executive order to remain closed.

     

    “Calculation
      Date”
means
      [specify semi-annual true-up adjustment dates] and any other date on which
      the
      Servicer files a True-Up Adjustment Filing.

     

    “Calculation
      Period”
for
      any
      Series initially, means the rolling six month anniversary date of the Series
      Issuance Date, commencing on ____________ 2007 (or, in the case of any
      subsequent Series, the corresponding rolling six month anniversary date of
      such
      Series based on its Series Issuance Date).

     

    “Capital
      Equity Return”
means
      the amount equal to ___% (being the rate on the longest maturing tranche of
      the
      Bonds) on the initial deposit by the Seller into the Capital Subaccount, as
      such
      amount shall be calculated by the Servicer from time to time.

     

    “Capital
      Subaccount”
has
      the
      meaning specified in Section 8.02(a) of the Indenture.

     

    “Certificate
      of Formation”
means
      the certificate of formation of the Issuer, which was filed with the Secretary
      of State of the State of Delaware on November 17, 2006, as amended on December
      27, 2006, and as it may be further amended or restated from time to
      time.

     

    “Clearing
      Agency”
means
      an organization registered as a “clearing agency” pursuant to Section 17A of the
      Exchange Act.

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    “Clearing
      Agency Participant”
means
      a
      broker, dealer, bank, other financial institution or other Person for whom
      from
      time to time a Clearing Agency effects book-entry transfers and pledges of
      securities dispatched with the Clearing Agency.

     

    “Closing
      Bill”
means
      the final Bill issued to a Customer at the time service is
      terminated.

     

    “Closing
      Date”
means
      _______________, 2007.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended from time to time, and Treasury
      Regulations promulgated thereunder.

     

    “Collateral”
has
      the
      meaning specified in the preamble to the Indenture.

     

    “Collection
      Account”
has
      the
      meaning specified in Section 8.02(a) of the Indenture.

     

    “Collection
      Period”
means
      any period commencing on the first Business Day of any Billing Period and ending
      on the last Business Day of such Billing Period. 

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Company”
has
      the
      meaning specified in the preamble to the Issuer LLC Agreement.

     

    “Consolidated
      Third Party Billing”
means
      the billing option available to Customers served by a Third Party pursuant
      to
      which such Third Party will be responsible for billing and collecting all
      charges to Customers electing such billing option, including the Environmental
      Control Bond Charge, and will become obligated to the Servicer for the Billed
      Environmental Control Bond Charges, all in accordance with applicable PSCWV
      Regulations and the Financing Order. 

     

    “Corporate
      Trust Office”
means
      the principal office of the Indenture Trustee at which at any particular time
      its corporate trust business shall be administered, which office at date of
      the
      execution of the Indenture is located at [Address], Attention: [___________],
      or
      at such other address as the Indenture Trustee may designate from time to time
      by notice to the Environmental Control Bondholders and the Issuer, or the
      principal corporate trust office of any successor Indenture Trustee (the address
      of which the successor Indenture Trustee will notify the Environmental Control
      Bondholders and the Issuer).

     

    “Counterparty”
means
      the counterparty with respect to any Swap Agreement.

     

    “Covenant
      Defeasance Option”
has
      the
      meaning specified in Section 4.01(b) of the Indenture.

     

    “Covered
      Persons”
has
      the
      meaning specified in Section 2.08(b) of the Issuer LLC Agreement.

     

    “Customers”
means
      each customer of the Utility located within the Utility’s service area as of the
      date of the Financing Order, and any additions to or enlargements of such
      geographic area, whether or not approved by the PSCWV in a formal proceeding,
      and, as provided by the Statute, whether or not such customers may become
      entitled by law to purchase electric generation services from a provider of
      electric generation services other than the Utility.

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    “Daily
      Remittance”
means
      all Estimated Environmental Control Charge Collections (from whatever source)
      and all proceeds of other collateral of the Issuer, if any, received by the
      Servicer and remitted each Servicer Business Day by the Servicer to the
      Indenture Trustee for deposit in the appropriate Collection Account, in
      accordance with Section 5.11(a) of the Servicing Agreement.

     

    “Default”
means
      any occurrence that is, or with notice or the lapse of time or both would
      become, an Event of Default.

     

    “Defaulting
      Bond Issuer”
means
      an Issuer for which an Event of Default has occurred and is
      continuing.

     

    “Defeasance
      Subaccount”
has
      the
      meaning specified in Section 8.02(a) of the Indenture.

     

    “Definitive
      Environmental Control Bonds”
means
      Environmental Control Bonds in the form of definitive physical certificates
      in
      fully registered form without coupons.

     

    “DTC
      Agreement”
means
      the agreement between the Issuer and The Depository Trust Company, dated on
      or
      about _________, 2007, relating to the Environmental Control Bonds, as the
      same
      may be amended or supplemented from time to time.

     

    “Eligible
      Deposit Account”
means
      either (a) a segregated account with an Eligible Institution or (b) a
      segregated trust account with the corporate trust department of a depository
      institution organized under the laws of the United States of America or any
      State (or any domestic branch of a foreign bank), having corporate trust powers
      and acting as trustee for funds deposited in such account, so long as any of
      the
      securities of such depository institution shall have a credit rating from each
      Rating Agency in one of its generic rating categories which signifies investment
      grade.

     

    “Eligible
      Guarantor Institution”
means
      a
      firm or other entity identified in Rule 17Ad-15 under the Exchange Act as
“an eligible guarantor institution,” including (as such terms are defined
      therein) (i) a bank; (ii) a broker, dealer, municipal securities
      broker or dealer or government securities broker or dealer; (iii) a credit
      union; (iv) a national securities exchange, registered securities
      association or clearing agency; or (v) a savings association that is a
      participant in a securities transfer association.

     

    “Eligible
      Institution”
means
      (a) the corporate trust department of the Indenture Trustee or a subsidiary
      thereof or (b) a depository institution organized under the laws of the
      United States of America or any State (or any domestic branch of a foreign
      bank), (i) which has either (A) a long-term unsecured debt rating of
“AAA” by Standard & Poor’s and Fitch, if rated by Fitch, and “Aaa” by
      Moody’s or (B) a short-term or certificate of deposit rating of “A-1+” by
      Standard & Poor’s, “F1+” by Fitch, if rated by Fitch, and “P-1” by
      Moody’s, or any other long-term, short-term or certificate of deposit rating
      acceptable to the Rating Agencies and (ii) whose deposits are insured by
      the FDIC. If so qualified under clause (b) above, the Indenture Trustee may
      be considered an Eligible Institution for the purposes of clause (a) of the
      definition of Eligible Deposit Account.

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

      “Eligible
      Investments”
mean
      instruments or investment property denominated in United States currency which
      evidence:

     

    (a)  direct
      obligations of, or obligations fully and unconditionally guaranteed as to timely
      payment by, the United States of America;

     

    (b)  demand
      deposits, time deposits or certificates of deposit of any depository institution
      or trust company incorporated under the laws of the United States of America
      or
      any state thereof (or any domestic branch of a foreign bank) and subject to
      supervision and examination by federal or state banking or depository
      institution authorities; provided,
      however,
      that at
      the time of the investment or contractual commitment to invest therein, the
      commercial paper or other short-term unsecured debt obligations (other than
      such
      obligations the rating of which is based on the credit of a Person other than
      such depository institution or trust company) thereof shall have a credit rating
      from each of the Rating Agencies in the highest short-term rating category
      granted thereby;

     

    (c)  commercial
      paper or other short-term obligations of any corporation organized under the
      laws of the United States (other than commercial paper of the Seller, the
      Servicer or any of their Affiliates) having, at the time of the investment
      or
      contractual commitment to invest therein, a rating from each of the Rating
      Agencies from which a rating is available in the highest short-term rating
      category granted thereby;

     

    (d)  investments
      in money market funds (including funds for which the Indenture Trustee or any
      of
      its Affiliates is investment manager or advisor) having a rating from each
      of
      the Rating Agencies from which a rating is available in the highest investment
      category granted thereby (for Standard & Poor’s such rating being
“AAAm” or “AAAm-G” and for Fitch such rating being “AAA/V1+”);

     

    (e)  bankers’
      acceptances by any depository institution or trust company referred to in (b)
      above;

     

    (f)  repurchase
      obligations with respect to any security that is a direct obligation of, or
      fully guaranteed by, the United States of America or any agency or
      instrumentality thereof the obligations of which are backed by the full faith
      and credit of the United States of America, in either case entered into
      with depository institutions or trust companies (acting as principal described
      in clause (b) above);

     

    (g)  repurchase
      obligations with respect to any security or whole loan entered into
      with:

     

    (i)  a
      financial institution (acting as principal) as described in clause (b) above,
      or

     

    (ii)  a
      broker/dealer (acting as principal) registered as a broker or dealer under
      Section 15 of the Exchange Act, the unsecured short term debt obligations of
      which are rated “P-1” by Moody’s, “A-1+” by S&P and “F1+” by Fitch, if rated
      by Fitch, at the time of entering into the repurchase obligation; 

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    (h) a
      guaranteed investment contract provided by a Person having a long-term debt
      rating of not less than Aa3 by Moody’s and AA- by Standard & Poors and
      Fitch; and

     

    (i) any
      other
      investment permitted by each of the Rating Agencies;

     

    in
      each
      case which matures on or before the Business Day preceding the next Payment
      Date
      or Special Payment Date (if applicable), provided,
      however,
      that
      (1) the obligor related to clauses (b), (c), (d), (f), and (g) above must
      have a long-term rating of at least “Aa3” or a short-term rating of at least
“P-1” with respect to Moody’s only, and a short-term rating of at least “A-1+”
or a long-term rating of at least “AA-” with respect to Standard &
Poor’s only, and a short-term rating of at least “F1+” or a long-term rating of
      at least “AA-” with respect to Fitch only, if rated by Fitch, (2) with
      respect to clause (a) above, the instruments must have a predetermined fixed
      dollar amount of principal at maturity that cannot vary, and if rated, the
      instruments must not have an “r” suffix attached to its Standard &
Poor’s rating, (3) unless otherwise permitted by each Rating Agency, upon
      the failure of any Eligible Institution to maintain any applicable rating set
      forth in this definition or the definition of Eligible Institution, the related
      investments at such institution shall be reinvested in Eligible Investments
      at a
      successor Eligible Institution within 10 days, and (4) that all
      Eligible Investments must not:

     

    (x) be
      sold,
      liquidated or otherwise disposed of at a loss, prior to the maturity
      thereof,

     

    (y) mature
      later than (i) the date on which the proceeds of such Eligible Investment
      will be required to be on deposit in the Collection Account in order for the
      Indenture Trustee to make all required and scheduled payments and deposits
      into
      subaccounts under the Indenture, if such Eligible Investment is held by an
      Affiliate of the Indenture Trustee, or (ii) the Business Day prior to the
      date on which the proceeds of such Eligible Investment will be required to
      be on
      deposit in the Collection Account in order for the Indenture Trustee to make
      all
      required and scheduled payments and deposits into subaccounts under the
      Indenture, if such Eligible Investment is not held by an Affiliate of the
      Indenture Trustee, or

     

    (z) have
      maturities in excess of one year.

     

    “Environmental
      Control Bond Balance”
means,
      as of any date, the aggregate outstanding principal amount of all Series of
      Environmental Control Bonds on such date.

     

    “Environmental
      Control Bond Owner” or “Owner”
      means,
      with respect to a Book-Entry Environmental Control Bond, the Person who is
      the
      beneficial owner of such Book-Entry Environmental Control Bond, as reflected
      on
      the books of the Clearing Agency, or on the books of a Person maintaining an
      account with such Clearing Agency (directly as a Clearing Agency Participant
      or
      as an indirect participant, in each case in accordance with the rules of such
      Clearing Agency).

     

    “Environmental
      Control Bondholder”
or
      “Bondholder”
means
      the Person in whose name an Environmental Control Bond of any Series or Tranche
      is registered on the Bond Register.

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    “Environmental
      Control Bonds”
or
      “Bonds”
means
      the “environmental control bonds” (as defined in the Statute and the Financing
      Order) issued and authenticated under the Indenture.

     

    “Environmental
      Control Charge”
means
      “environmental control charge” (as defined in the Statute and the Financing
      Order).

     

    “Environmental
      Control Charge Adjustment Process”
means
      the process by which Environmental Control Charges are adjusted pursuant to
      the
      Servicing Agreement and the Statute.

     

    “Environmental
      Control Charge Collections”
means
      amounts collected in respect of Environmental Control Charges or the
      Environmental Control Property remitted to the Collection Account.

     

    “Environmental
      Control Charge Effective Date”
means
      the date on which the initial Environmental Control Charges go into effect
      pursuant to the Financing Order.

     

    “Environmental
      Control Charge Payments”
means
      the payments, including any partial payments allocated in accordance with
      Section 6(b) of Exhibit A of the Servicing Agreement, made by or on behalf
      of
      Customers (including through a Third Party) based on the Environmental Control
      Charges.

     

    “Environmental
      Control Cost”
means
      “environmental control cost” (as defined in the Statute and the Financing
      Order).

     

    “Environmental
      Control Equipment”
means
      “environmental control equipment” (as defined in the Statute and the Financing
      Order).

     

    “Environmental
      Control Property”
means
      “environmental control property” (as defined in the Statute and the Financing
      Order) contributed to the Seller under the Transfer Agreement.

     

    “Environmental
      Control Property Documentation”
means
      all documents relating to Environmental Control Property, including copies
      of
      the Financing Order, the Monthly Servicer’s Certificates, the Quarterly
      Servicer’s Certificates, and all documents filed with the PSCWV in connection
      with any Environmental Control Charge Adjustment.

     

    “Environmental
      Control Revenues”
means
      “environmental control revenues” (as defined in the Statute and the Financing
      Order).

     

    “Estimated
      Environmental Control Charge Collections”
means
      the sum of the Environmental Control Charge Payments which are deemed to have
      been received by the Servicer, directly or indirectly (including through a
      Third
      Party), from or on behalf of Customers, based on the average days outstanding
      less an allowance for Write-Offs, to be remitted to the Collection
      Account.

     

    “Event
      of Default”
has
      the
      meaning specified in Section 5.01 of the Indenture.

     

    “Excess
      Funds Subaccount”
has
      the
      meaning specified in Section 8.02(a) of the Indenture.

     

    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    

     

    “Excess
      Remittance”
means
      the amount, if any, calculated for a particular Reconciliation Period, by which
      all Estimated Environmental Control Charge Collections remitted to the
      Collection Account during such Reconciliation Period exceed Actual Environmental
      Control Charge Collections received by the Servicer during such Reconciliation
      Period.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    “Executive
      Officer”
means,
      with respect to any entity, the Chief Executive Officer, Chief Operating
      Officer, Chief Financial Officer, President, Executive Vice President, any
      Vice
      President, the Secretary or the Treasurer of such entity; with respect to any
      partnership, any general partner thereof; and with respect to any limited
      liability company, the managers thereof.

     

    “Expected
      Final Payment Date”
means,
      with respect to any Series or Tranche of Environmental Control Bonds, the
      expected final payment date therefor, as specified in the Series Supplement
      therefor.

     

    “Expected
      Sinking Fund Schedule”
means,
      with respect to any Series of Environmental Control Bonds, the expected sinking
      fund schedule for principal thereof, as specified in the Series Supplement
      therefor.

     

    “FDIC”
means
      the Federal Deposit Insurance Corporation or any successor.

     

    “Federal
      Book-Entry Regulations”
means
      31 C.F.R. Part 357 et seq. (Department of Treasury).

     

    “Federal
      Book-Entry Securities”
means
      securities issued in book-entry form by the United States Treasury.

     

    “Final
      Maturity Date”
means,
      with respect to any Series or Tranche of Environmental Control Bonds, the Final
      Maturity Date therefor, as specified in the related Series
      Supplement.

     

    “Final
      Payment Date”
means
      with respect to each Series of the Environmental Control Bonds, the day on
      which
      the final payment is made to the Environmental Control Bondholders in respect
      of
      the last Outstanding Environmental Control Bonds of such Series.

     

    “Financial
      Asset”
means
      “financial asset” as set forth in Section 8-102(a)(9) of the NY
      UCC.

     

    “Financing
      Cost”
means
      “financing cost” (as defined in the Statute and the Financing
      Order).

     

    “Financing
      Issuance”
means
      an issuance of a new Series of Environmental Control Bonds under the Indenture
      to provide funds to finance the purchase by the Issuer of Transferred
      Environmental Control Property.

     

    “Financing
      Order”
means
      the order, Case Nos. 05-0402-E-CN and 05-0750-E-PC issued by the PSCWV on April
      7, 2006, as amended on June 13, 2006 and January 17, 2007 pursuant to the
      Statute, as the same may be further amended or supplemented in accordance with
      the Statute and the terms of such order.

     

    “Fitch”
means
      Fitch, Inc., or its successor.

     

    
      
        
        

      

      
        A-11

        
          

        

      

      
        
        

      

    

     

    “Floating
      Rate Bonds”
means
      any Series or Tranche of Environmental Control Bonds that accrues interest
      at a
      variable rate determined as described in the related Series Supplement, if
      any.

     

    “General
      Subaccount”
has
      the
      meaning specified in Section 8.02(a) of the Indenture.

     

    “Governmental
      Authority”
means
      any nation or government, any federal, state, local or other political
      subdivision thereof and any court, administrative agency or other
      instrumentality or entity exercising executive, legislative, judicial,
      regulatory or administrative function of government.

     

    “Grant”
means
      a
      mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
      assign, transfer, create, and grant a lien upon and a security interest in
      and
      right of set-off against, deposit, set over and confirm pursuant to the
      Indenture. A Grant of the Collateral or of any other agreement or instrument
      shall include all rights, powers and options (but none of the obligations)
      of
      the granting party thereunder, including the immediate and continuing right
      to
      claim for, collect, receive and give receipt for principal, interest and other
      payments in respect of the Collateral and all other moneys payable thereunder,
      to give and receive notices and other communications, to make waivers or other
      agreements, to exercise all rights and options, to bring Proceedings in the
      name
      of the granting party or otherwise and generally to do and receive anything
      that
      the granting party is or may be entitled to do or receive thereunder or with
      respect thereto.

     

    “Holder”
means
      the Person in whose name an Environmental Control Bond is registered on the
      Bond
      Register.

     

    “Indemnification
      Event”
      (i) when used with respect to the Transfer Agreement, has the meaning
      specified in Section 5.01(d) of the Transfer Agreement and (ii) when used
      with respect to the Sale Agreement, has the meaning specified in Section 5.01(d)
      of the Sale Agreement.

     

    “Indemnified
      Party” has
      the
      meaning (i) specified in Section 5.02(b) of the Servicing Agreement,
      (ii) specified in Section 6(b) of the Issuer Administration Agreement and
      (iii) specified in Section 10 of the MPR Administration
      Agreement.

     

    “Indemnity
      Amounts”
means
      any amounts paid by the Transferor, the Seller or the Servicer, as applicable,
      to the Indenture Trustee, for itself or on behalf of the Environmental Control
      Bondholders, pursuant to Section 5.01(b), Section 5.01(c),
      Section 5.01(d) and Section 5.01(f) of the Transfer Agreement,
      Section 5.01(b), Section 5.01(c), Section 5.01(d) and
      Section 5.01(f) of the Sale Agreement or Section 5.02(b) and Section
      5.02(d) of the Servicing Agreement or by the Issuer to the Indenture Trustee
      pursuant to Section 6.07 of the Indenture.

     

    “Indenture”
means
      the Indenture dated as of [___________], 2007, by and between the Issuer and
      the
      Indenture Trustee, as the same may be amended and supplemented from time to
      time
      by one or more Indentures supplemental thereto entered into pursuant to the
      applicable provisions of the Indenture, as so supplemented or amended, or both,
      and shall include the forms and terms of the Environmental Control Bonds
      established under the Indenture.

     

    
      
        
        

      

      
        A-12

        
          

        

      

      
        
        

      

    

     

    “Indenture
      Trustee”
means
      [____________], a [____________] banking corporation, or any successor Indenture
      Trustee under the Indenture, not in its individual capacity but solely as
      Indenture Trustee under the Indenture.

     

    “Independent”
means,
      when used with respect to any specified Person, other than a Manager, that
      the
      Person (a) is in fact independent of the Issuer, any other obligor upon the
      Environmental Control Bonds, the Transferor, the Seller and any Affiliate of
      any
      of the foregoing Persons, (b) does not have any direct financial interest
      or any material indirect financial interest in the Issuer, any such other
      obligor, the Transferor, the Seller or any Affiliate of any of the foregoing
      Persons and (c) is not connected with the Issuer, any such other obligor,
      the Transferor, the Seller or any Affiliate of any of the foregoing Persons
      as
      an officer, employee, promoter, underwriter, trustee, partner, director or
      person performing similar functions.

     

    “Independent
      Certificate”
means
      a
      certificate or opinion to be delivered to the Indenture Trustee under the
      circumstances described in, and otherwise complying with, the applicable
      requirements of Section 11.01 of the Indenture, made by an Independent
      appraiser or other expert appointed by an Issuer Order and approved by the
      Indenture Trustee in the exercise of reasonable care, and such opinion or
      certificate shall state that the signer has read the definition of “Independent”
in the Indenture and that the signer is Independent within the meaning
      thereof.

     

    “Independent
      Manager”
has
      the
      meaning specified in the Issuer LLC Agreement.

     

    “Initial
      Sale Date”
means
      the Series Issuance Date for the first Series of Environmental Control
      Bonds.

     

    “Initial
      Contribution Date”
means
      [date].

     

    “Initial
      Environmental Control Property”
means
      Environmental Control Property contributed by the Transferor to the Seller
      on
      the Initial Contribution Date pursuant to the Transfer Agreement and
      subsequently sold by the Seller on the Initial Sale Date pursuant to the Sale
      Agreement, as identified on the related Bill of Sale, in connection with the
      issuance of the Series A Senior Secured Sinking Fund Environmental Control
      Bonds.

     

    “Initial
      Transferred Environmental Control Property”
means
      Environmental Control Property, as identified in the related Bill of Sale,
      sold
      to the Issuer on the Initial Sale Date pursuant to the Sale Agreement and such
      Bill of Sale in connection with the issuance of the Series A Senior Secured
      Sinking Fund Environmental Control Bonds.

     

    “Insolvency
      Event”
means,
      with respect to a specified Person, (a) the filing of a decree or order for
      relief by a court having jurisdiction in the premises in respect of such Person
      or any substantial part of its property in an involuntary case under any
      applicable Federal or state bankruptcy, insolvency or other similar law now
      or
      hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
      trustee, sequestrator or similar official for such Person or for any substantial
      part of its property, or ordering the winding-up or liquidation of such Person’s
      affairs, and such decree or order shall remain unstayed and in effect for a
      period of 90 consecutive days or (b) the commencement by such Person of a
      voluntary case under any applicable Federal or state bankruptcy, insolvency
      or
      other similar law now or hereafter in effect, or the consent by such Person
      to
      the entry of an order for relief in an involuntary case under any such law,
      or
      the 

     

    
      
        
        

      

      
        A-13

        
          

        

      

      
        
        

      

    

     

    consent
      by such Person to the appointment of or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar official for such Person or for any substantial part
      of
      its property, or the making by such Person of any general assignment for the
      benefit of creditors, or the failure by such Person generally to pay its debts
      as such debts become due, or the taking of action by such Person in furtherance
      of any of the foregoing.

     

    “Issuance
      Advice Letter”
means
      [the final] Issuance Advice Letter filed with the PSCWV pursuant to the Statute
      with respect to any Environmental Control Charges.

     

    “Issuer”
means
      MP Environmental Funding LLC, a Delaware limited liability company, under the
      Indenture until a successor replaces it and, thereafter, means the successor
      and, for purposes of any provision contained in the Indenture and required
      by
      the TIA, each other obligor on the Environmental Control Bonds.

     

    “Issuer
      Administration Agreement”
means
      the Administration Agreement dated as of [________], 2007, between the Issuer
      and the Administrator, as the same may be amended and supplemented from time
      to
      time.

     

    “Issuer
      LLC Agreement”
means
      the Amended and Restated Limited Liability Company Agreement of the Issuer
      dated
      as of [___________], 2007, together with the schedules attached thereto, as
      amended and supplemented from time to time.

     

    “Issuer
      Order”
and
      “Issuer
      Request”
means
      a
      written order or request signed in the name of the Issuer by any one of its
      Authorized Officers and delivered to the Indenture Trustee.

     

    “Legal
      Defeasance Option”
has
      the
      meaning specified in Section 4.01(b) of the Indenture.

     

    “Lien”
means
      a
      security interest, lien, charge, pledge, equity or encumbrance of any
      kind.

     

    “LLC
      Act”
has
      the
      meaning specified in Issuer LLC Agreements.

     

    “LLC
      Agreements”
means
      the Issuer LLC Agreement and MPR LLC Agreement.

     

    “Losses”
means
      collectively, without duplication, any and all liabilities, obligations, losses,
      damages, payments, costs or expenses of any kind whatsoever, provided however,
      that Losses shall not include any consequential damages, including any loss
      of
      market value of the Environmental Control Bonds, resulting from any downgrade
      of
      the ratings of the Environmental Control Bonds.

     

    “Management
      Agreement”
means
      the agreement of the Managers in the form attached as Schedule D to the Issuer
      LLC Agreement. The Management Agreement shall be deemed incorporated into,
      and a
      part of, the Issuer LLC Agreement.

     

    “Managers”
means
      the Persons elected to the Board of Managers of the Issuer from time to time
      by
      the Member, including the Independent Managers, in their capacity as managers
      of
      the Issuer. 

     

    “Material
      Action”
means
      to consolidate or merge the Issuer with or into any Person, or sell all or
      substantially all of the assets of the Issuer, or to institute proceedings
      to
      have the Company be 

     

    
      
        
        

      

      
        A-14

        
          

        

      

      
        
        

      

    

     

    adjudicated
      bankrupt or insolvent, or consent to the
      institution of bankruptcy or insolvency proceedings against the Issuer or file
      a
      petition seeking, or consent to, reorganization or relief with respect to the
      Issuer under any applicable federal or state law relating to bankruptcy, or
      consent to the appointment of a receiver, liquidator, assignee, trustee,
      sequestrator (or other similar official) of the Issuer or a substantial part
      of
      its property, or make any assignment for the benefit of creditors of the Issuer,
      or admit in writing the Issuer’s inability to pay its debts generally as they
      become due, or, to the fullest extent permitted by law, take action in
      furtherance of any such action, or dissolve or liquidate the
      Issuer.

     

    “Measure
      Date”
means
      a
      date no earlier than two days prior to the calculation of the Periodic Bond
      Payment Requirement.

     

    “Member”
means
      MP Renaissance Funding, LLC, as the member of the Issuer, and includes any
      Person admitted as an additional member of the Issuer or a substitute member
      of
      the Issuer pursuant to the provisions of the Issuer LLC Agreement, each in
      its
      capacity as a member of the Issuer; provided, however, the term “Member” shall
      not include the Special Member.

     

    “Minimum
      Denomination”
means
      $1,000 or any integral multiple thereof.

     

    “Mon
      Power”
means
      Monongahela Power Company, an Ohio corporation.

     

    “Monthly
      Servicer’s Certificate”
has
      the
      meaning specified in Section 3.04 of the Servicing Agreement.

     

    “Monthly
      True-Up Adjustment Date”
means,
      with respect to any Series of Environmental Control Bonds, the date or dates
      specified as such in the Series Supplement therefor.

     

    “Monthly
      True-Up Adjustment Filing”
means
      a
      True-Up Adjustment Filing with respect to a Monthly True-Up Adjustment
      Date.

     

    “Moody’s”
means
      Moody’s Investors Service Inc., or its successor.

     

    “MPR
      Administration Agreement”
means
      the Administration Agreement dated as of [________], 2007, between the Seller
      and the Administrator, as the same may be amended and supplemented from time
      to
      time.

     

    “MPR
      LLC Agreement”
means
      the Limited Liability Company Agreement of the Seller dated as of [___________],
      2007, together with the schedules attached thereto, as amended and supplemented
      from time to time.

     

    “Net
      Write-Off Percent”
means
      the number (expressed as a percent) equal to: (i) the amount by which Write-offs
      attributable to a particular Billing Period exceed Write-Off recoveries
      attributable to such Billing Period, divided by (ii) the total billed revenue
      attributable to the current Billing Period.

     

    “Non-Routine
      True-Up Adjustment”
means
      any non-routine adjustment for revised Environmental Control Charges, obtained
      pursuant to Section 4.02 of the Servicing Agreement.

     

    
      
        
        

      

      
        A-15

        
          

        

      

      
        
        

      

    

     

    “Non-Routine
      True-Up Adjustment Filing”
means
      a
      request filed by the Servicer with the PSCWV seeking approval to revise the
      True-Up Mechanism, pursuant to Section 4.02 of the Servicing
      Agreement.

     

    “NY
      UCC”
means
      the Uniform Commercial Code as in effect on the Closing Date in the State of
      New
      York.

     

    “Officer”
means
      an officer of the Issuer described in Article IV of the Issuer LLC
      Agreement.

     

    “Officer’s
      Certificate”
means
      a
      certificate signed by any Authorized Officer of the Issuer, under the
      circumstances described in, and otherwise complying with, the applicable
      requirements of the Issuer LLC Agreement or Section 11.01 of the Indenture
      (and in the case of an Officer’s Certificate delivered pursuant to the
      Indenture, such certificate shall be delivered to the Indenture Trustee). Unless
      otherwise specified, any reference in the Indenture or the Issuer LLC Agreement
      to an Officer’s Certificate shall be to an Officer’s Certificate of any
      Authorized Officer of the Issuer. When used with respect to the Transferor,
      the
      Seller or the Servicer, “Officer’s
      Certificate”
means
      a
      certificate signed by (a) the chairman of the board, the president, the
      vice chairman of the board, the executive vice president or any vice president
      and (b) a treasurer, assistant treasurer, secretary or assistant secretary,
      or any other authorized officer, in each case of the Transferor, the Seller
      or
      the Servicer, as appropriate.

     

    “Operating
      Expenses”
means,
      with respect to the Issuer, all fees, costs, expenses and indemnity payments
      owed by the Issuer (including reasonable fees and expenses of agents and
      counsel), including all amounts owed by the Issuer to the Indenture Trustee,
      Mon
      Power, and the Independent Managers of the Issuer, the Servicing Fee payable
      in
      respect of Environmental Control Bonds issued by the Issuer, the Administrative
      Fees in respect of the Issuer Administration Agreement, fees owed to the Rating
      Agencies, legal fees and expenses of the Servicer and legal, accounting and
      audit fees, costs and expenses of the Issuer.

     

    “Opinion
      of Counsel”
means
      (i) with respect to opinions of counsel delivered pursuant to the
      Indenture, one or more written opinions of counsel who may, except as otherwise
      expressly provided in the Indenture, be employees of or counsel to the Issuer
      and who shall be reasonably satisfactory to the Indenture Trustee, and which
      opinion or opinions shall be addressed to the Indenture Trustee, as Indenture
      Trustee, and shall comply with any applicable requirements of Section 11.01
      of the Indenture, and shall be in a form reasonably satisfactory to the
      Indenture Trustee and (ii) with respect to opinions of counsel delivered
      pursuant to the Transfer Agreement, the Sale Agreement or the Servicing
      Agreement, means one or more written opinions of counsel who may be an employee
      of or counsel to the Transferor, the Seller or the Servicer, as applicable,
      which counsel shall be reasonably acceptable to the Indenture Trustee, the
      Issuer or the Rating Agencies, as applicable, and shall be in form reasonably
      satisfactory to the Indenture Trustee, if applicable.

     

      “Outstanding”
means,
      as of the date of determination, all Environmental Control Bonds or Additional
      Securities, theretofore authenticated and delivered under the Indenture
      except:

     

    (i)  Environmental
      Control Bonds or Additional Securities theretofore canceled by the Bond
      Registrar or delivered to the Bond Registrar for cancellation;

     

    
      
        
        

      

      
        A-16

        
          

        

      

      
        
        

      

    

     

    (ii)  Environmental
      Control Bonds or Additional Securities or portions thereof the payment for
      which
      money in the necessary amount has been theretofore deposited with the Indenture
      Trustee or any Paying Agent in trust for the Holders of such Environmental
      Control Bonds or Additional Securities; (provided, however, that if such
      Environmental Control Bonds or Additional Securities are to be redeemed, notice
      of such redemption has been duly given pursuant to the Indenture or provision
      therefor, satisfactory to the Indenture Trustee, made); and

     

    (iii)  Environmental
      Control Bonds or Additional Securities in exchange for or in lieu of other
      Environmental Control Bonds or Additional Securities, respectively, which have
      been authenticated and delivered pursuant to the Indenture unless proof
      satisfactory to the Indenture Trustee is presented that any such Environmental
      Control Bonds or Additional Securities are held by a bona fide
      purchaser;

     

    and
      in
      determining whether the Holders of the requisite Outstanding Amount of the
      Environmental Control Bonds or Additional Securities or any Series or Tranche
      thereof have given any request, demand, authorization, direction, notice,
      consent or waiver under the Indenture or under any Basic Document, Environmental
      Control Bonds or Additional Securities owned by the Issuer, any other obligor
      upon the Environmental Control Bonds or Additional Securities, the Transferor,
      the Seller or any Affiliate of any of the foregoing Persons shall be disregarded
      and deemed not to be Outstanding, except that, in determining whether the
      Indenture Trustee shall be protected in relying upon any such request, demand,
      authorization, direction, notice, consent or waiver, only Environmental Control
      Bonds or Additional Securities that the Indenture Trustee actually knows to
      be
      so owned shall be so disregarded. Environmental Control Bonds so owned that
      have
      been pledged in good faith may be regarded as Outstanding if the pledgee
      establishes to the satisfaction of the Indenture Trustee the pledgee’s right so
      to act with respect to such Environmental Control Bonds or Additional Securities
      and that the pledgee is not the Issuer, any other obligor upon the Environmental
      Control Bonds or Additional Securities, the Transferor, the Seller or any
      Affiliate of any of the foregoing Persons.

     

    “Outstanding
      Amount”
means
      the aggregate principal amount of all Outstanding Environmental Control Bonds
      or
      Additional Securities or, if the context requires, all Outstanding Environmental
      Control Bonds or Additional Securities of a Series or Tranche Outstanding at
      the
      date of determination.

     

    “Paying
      Agent”
means
      the Indenture Trustee or any other Person that meets the eligibility standards
      for the Indenture Trustee specified in Section 6.11 of the Indenture and is
      authorized by the Issuer to make the payments of principal of or premium, if
      any, or interest on the Environmental Control Bonds on behalf of the
      Issuer.

     

    “Payment
      Date”
means,
      with respect to any Series or Tranche, each date or dates specified as Payment
      Dates for such Series or Tranche in the Series Supplement therefor.

     

    “Periodic
      Bond Payment Requirement”
means
      that amount of Environmental Control Charge Collections projected to be received
      by the Indenture Trustee on and after the applicable True-Up Adjustment Date,
      which, after taking into account (i) the Available True-up Excess Funds
      Amount as of the Measure Date, (ii) the Environmental Control Charge
      Collections which will 

     

    
      
        
        

      

      
        A-17

        
          

        

      

      
        
        

      

    

     

    be
      collected prior the applicable True-Up Adjustment
      Date, and (iii) any payments or disbursements required to be made pursuant
      to Section 8.02(d) of the Indenture prior to the applicable True-Up
      Adjustment Date, will be sufficient so that interest on each outstanding Series
      of Bonds will be paid on a timely basis and (x) the outstanding principal
      balance of each outstanding Series will equal the amount provided for in the
      Expected Sinking Fund Schedule therefor, (y) the amount on deposit in the
      Capital Subaccount will equal the Required Capital Amount and (z) the
      amount on deposit in the Excess Funds Subaccount will equal zero, in each case
      by the Payment Date immediately preceding the next Semi-Annual True-Up
      Adjustment Date or, in the case of a True-Up Adjustment Filing filed pursuant
      to
      Section 4.01(a)(ii), by the next Payment Date.

     

    “Person”
means
      any individual, corporation, limited liability company, estate, partnership,
      joint venture, association, joint stock company, trust (including any
      beneficiary thereof), business trust, unincorporated organization or government
      or any agency or political subdivision thereof.

     

    “Predecessor
      Environmental Control Bond”
means,
      with respect to any particular Environmental Control Bond, every previous
      Environmental Control Bond evidencing all or a portion of the same debt as
      that
      evidenced by such particular Environmental Control Bond; and, for the purpose
      of
      this definition, any Environmental Control Bond authenticated and delivered
      under Section 2.06 of the Indenture in lieu of a mutilated, lost, destroyed
      or stolen Environmental Control Bond shall be deemed to evidence the same debt
      as the mutilated, lost, destroyed or stolen Environmental Control
      Bond.

     

    “Proceeding”
means
      any suit in equity, action at law or other judicial or administrative
      proceeding.

     

    “Projected
      Environmental Control Bond Balance”
means,
      as of any date, the sum of the amounts provided for in the Expected Sinking
      Fund
      Schedules for each Outstanding Series of Environmental Control Bonds and such
      date.

     

    “PSCWV”
means
      the Public Service Commission of West Virginia or any successor.

     

    “PSCWV
      Condition”
means
      the satisfaction of any precondition to any amendment or modification to or
      action under any Basic Documents through the obtaining of the PSCWV’s consent or
      acquiescence, as described in the related Basic Document.

     

    “PSCWV
      Regulations”
means
      any regulations promulgated or adopted by the PSCWV.

     

    “Quarterly
      Payment Date”
means,
      with respect to any Series or Tranche, each date or dates specified as Quarterly
      Payment Dates for such Series or Tranche in the Series Supplement
      therefor.

     

    “Quarterly
      Servicer’s Certificate”
has
      the
      meaning specified in Section 3.04 of the Servicing Agreement.

     

    “Quarterly
      True-Up Adjustment Date”
means,
      with respect to any Series of Environmental Control Bonds, the date or dates
      specified as such in the Series Supplement therefor.

     

    
      
        
        

      

      
        A-18

        
          

        

      

      
        
        

      

    

     

    “Quarterly
      True-Up Adjustment Filing”
means
      a
      True-Up Adjustment Filing with respect to a Quarterly True-Up Adjustment
      Date.

     

    “Rate
      Schedule”
means
      each of the rate schedules into which Customers are divided as of the date
      hereof, as such rate schedules may be reconfigured from time to
      time.

     

    “Rating
      Agency”
means
      any rating agency rating the Environmental Control Bonds of any Tranche or
      Series, as the case may be, at the request of the Issuer. If no such
      organization or successor is any longer in existence, “Rating Agency” shall be a
      nationally recognized statistical rating organization or other comparable Person
      designated by the Issuer, notice of which designation shall be given to the
      Indenture Trustee.

     

    “Rating
      Agency Condition”
means,
      with respect to any action, the notification in writing by the Issuer of such
      action to each Rating Agency and the confirmation in writing by each Rating
      Agency (other than Moody’s and Fitch) to the Transferor, the Seller, the
      Servicer, the Indenture Trustee and the Issuer that such action will not result
      in a suspension, reduction or withdrawal of the then current rating by such
      Rating Agency of any Outstanding Series or Tranche of Environmental Control
      Bonds or Additional Securities.

     

    “Reconciliation
      Date”
means
      the last Business Day of ______ of each year, commencing with _______________,
      2007 and continuing through ________ (or such earlier month as the Servicer
      shall have specified to the Issuer and the Indenture Trustee by not less than
      30
      days prior written notice).

     

    “Reconciliation
      Period”
means,
      with respect to the 12-month period ending the last day of _____ of each year
      [should
      be three months before the Reconciliation Date];
      provided,
      that
      the initial Reconciliation Period shall commence on the Closing
      Date.

     

    “Record
      Date”
means,
      with respect to any Payment Date for a Series of Environmental Control Bonds,
      the date set forth as such in the Series Supplement therefor.

     

    “Refunding
      Issuance”
means
      issuance of a new Series of Environmental Control Bonds under the Indenture
      to
      pay the cost of refunding, through payment on the Expected Final Payment Date
      for a Series or Tranche of Environmental Control Bonds, all or part of the
      Environmental Control Bonds of such Series or Tranche to the extent permitted
      by
      the terms thereof.

     

    “Registered
      Holder”
means,
      as of any date, the Person in whose name an Environmental Control Bond is
      registered on the Bond Register on such date.

     

    “Registration
      Statement”
has
      the
      meaning specified in the Underwriting Agreement.

     

    “Regulation
      AB”
means
      the rules of the Commission promulgated under Subpart 229.110 - Asset Backed
      Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be
      amended from time to time.

     

    “Released
      Parties”
has
      the
      meaning specified in Section 5.02(f) of the Servicing
      Agreement.

     

    
      
        
        

      

      
        A-19

        
          

        

      

      
        
        

      

    

     

    “Remittance
      Date”
means
      each date on which Environmental Control Charge Collections are to be remitted
      by the Servicer to the Indenture Trustee pursuant to Section 5.10 of the
      Servicing Agreement.

     

    “Remittance
      Period”
means
      a
      calendar year, or with respect to any Quarterly True-Up Adjustment Filing or
      Monthly True-Up Adjustment Filing made with respect to a period following the
      last Expected Final Payment Date, the period between the Quarterly True-Up
      Adjustment Date or Monthly True-Up Adjustment Date, as the case may be, and
      the
      next Payment Date.

     

    “Remittance
      Shortfall”
means
      the amount, if any, calculated for a particular Reconciliation Period, by which
      Actual Environmental Control Charge Collections received by the Servicer during
      such Reconciliation Period exceed all Estimated Environmental Control Charge
      Collections remitted to the Collection Account during such Reconciliation
      Period.

     

    “Required
      Capital Amount”
means,
      with respect to any Series of Environmental Control Bonds, the amount specified
      as such in the Series Supplement therefor.

     

    “Requirements
      of Law”
means
      any foreign, federal, state or local laws, statutes, regulations, rules, codes
      or ordinances enacted, adopted, issued or promulgated by any Governmental
      Authority or common law, including the Statute, PSCWV Regulations, any
      applicable Financing Order and any tariff.

     

    “Responsible
      Officer”
means,
      with respect to the Indenture Trustee, any officer within the Corporate Trust
      Office of the Indenture Trustee (or any successor thereto), including any
      Managing Director, Director, Vice President, Assistant Vice President,
      Associate, or any other officer of the Indenture Trustee customarily performing
      functions similar to those performed by any of the above designated officers
      and
      also, with respect to a particular matter, any other officer to whom such matter
      is referred because of such officer’s knowledge of and familiarity with the
      particular subject.

     

    “Retiring
      Indenture Trustee”
has
      the
      meaning specified in Section 6.08 of the Indenture.

     

    “Routine
      True-Up Adjustment”
means
      any routine adjustment for revised Environmental Control Charges obtained
      pursuant to Section 4.01 of the Servicing Agreement.

     

    “Routine
      True-Up Adjustment Filing”
means
      a
      letter filed by the Servicer with the PSCWV for revised Environmental Control
      Charges, pursuant to Section 4.01 of the Servicing Agreement.

     

    “S&P”
means
      Standard & Poor’s, a division of The McGraw Hill Companies, or any
      successor.

     

    “Sale
      Agreement”
means
      the Transferred Environmental Control Property Sale Agreement dated as of
      [________], 2007, between the Seller and the Issuer, relating to the sale of
      Transferred Environmental Control Property to the Issuer, as the same may be
      amended and supplemented from time to time.

     

    “Schedule
      Revision Date”
means
      (i) the date on which a new Series of Environmental Control Bonds is issued
      or any Outstanding Series of Environmental Control Bonds is defeased,
      (ii) any 

     

    
      
        
        

      

      
        A-20

        
          

        

      

      
        
        

      

    

     

    date
      on which the Environmental Control Charges are
      changed or revised in accordance with a True-Up Adjustment Filing and
      (iii) any Payment Date on which payments are not made in accordance with
      the Expected Sinking Fund Schedule in the related Series
      Supplement.

     

    “Secretary
      of State”
shall
      mean the Secretary of State of the State of Delaware.

     

    “Secured
      Parties”
means,
      with respect to each Series, the Indenture Trustee, the relevant Bondholders
      and
      any credit enhancer described in the applicable Series Supplement.

     

    “Securities
      Account”
means
      the Collection Account (to the extent it constitutes a securities account as
      defined in the NY UCC and Federal Book-Entry Regulations).

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Securities
      Intermediary”
means
      [Indenture Trustee] a [New York] banking corporation, solely in the capacity
      of
      a “securities intermediary” as defined in the NY UCC and Federal Book-Entry
      Regulations or any successor securities intermediary under the
      Indenture.

     

    “Security
      Entitlement”
means
      “security entitlement” ( as defined in Section 8-102(a)(17) of the NY UCC) with
      respect to Financial Assets now or hereafter credited to the Securities Account
      and, with respect to Federal Book-Entry Regulations, with respect to Federal
      Book-Entry Securities now or hereafter credited to the Securities Account,
      as
      applicable.

     

    “Seller”
means
      MP Renaissance Funding, LLC and its successors in interest to the extent
      permitted under the Sale Agreement.

     

    “Semi-Annual
      True-Up Adjustment Date”
means,
      with respect to any Series of Environmental Control Bonds, the date or dates
      specified as such in the Series Supplement therefor.

     

    “Semi-Annual
      True-Up Adjustment Filing”
means
      a
      True-Up Adjustment Filing with respect to a Semi-Annual True-Up Adjustment
      Date.

     

    “Series”
means
      any series of Environmental Control Bonds or any series of Additional
      Securities.

     

    “Series
      Collateral”
has
      the
      meaning specified in the preamble to the Indenture.

     

    “Series
      Issuance Date”
means,
      with respect to any Series, the date on which the Environmental Control Bonds
      or
      Additional Securities of such Series are to be originally issued in accordance
      with Section 2.10 of the Indenture and the Series Supplement for such
      Series.

     

    “Series
      Supplement”
means
      an Indenture supplemental to the Indenture that authorizes a particular Series
      of Environmental Control Bonds substantially in the form of Appendix B to the
      Indenture.

     

    “Series
      Termination Date”
means,
      with respect to any Series of Environmental Control Bonds, the termination
      date
      therefor, as specified in the Series Supplement for such Series.

     

    
      
        
        

      

      
        A-21

        
          

        

      

      
        
        

      

    

     

    “Servicer”
means
      the Transferor, as the servicer of Environmental Control Property pursuant
      to
      the Servicing Agreement, and each successor to the Transferor (in the same
      capacity) pursuant to Section 5.03 or 6.04 of the Servicing
      Agreement.

     

    “Servicer
      Default”
means
      an event specified in Section 6.01 of the Servicing Agreement.

     

    “Servicer
      Policies and Practices”
means,
      with respect to the Servicer’s duties under Exhibit A to the Servicing
      Agreement, the policies and practices of the Servicer applicable to such duties
      that the Servicer follows with respect to comparable assets that it services
      for
      itself.

     

    “Servicing
      Agreement”
means
      the Transferred Environmental Control Property Servicing Agreement dated as
      of
      [________], 2007, between the Servicer and the Issuer, as the same may be
      amended and supplemented from time to time.

     

    “Servicing
      Fee”
means,
      with respect to any Series of Environmental Control Bonds, the fee payable
      to
      the Servicer on each Payment Date for services rendered, determined pursuant
      to
      Section 5.08 of the Servicing Agreement.

     

    “Special
      Member”
means,
      upon such person’s admission to the Company as a member of the Company pursuant
      to Section 5(c) of the Issuer LLC Agreement, a person acting as Independent
      Manager, in such person’s capacity as a member of the Company. A Special Member
      shall only have the rights and duties expressly set forth in the Issuer LLC
      Agreement.

     

    “Special
      Payment”
means
      with respect to any Series or Tranche of Environmental Control Bonds, any
      payment on principal of or interest on (including any interest accruing upon
      default), or any other amount in respect of, the Environmental Control Bonds
      of
      such Series or Tranche that is not actually paid within five days of the Payment
      Date applicable thereto.

     

    “Special
      Payment Date”
means
      the Business Day on which a Special Payment is to be made by the Indenture
      Trustee to the Holders.

     

    “Special
      Record Date”
means
      with respect to any Special Payment Date, the close of business on the fifteenth
      day (wither or not a Business Day) preceding such Special Payment
      Date.

     

    “Standard &
      Poor’s”
means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill
      Companies, Inc., or its successor.

     

    “State”
means
      any one of the 50 states of the United States of America or the District of
      Columbia.

     

    “Statute”
means
      the West Virginia Code, Chapter 24, Article 2, §§ 24-2-4e(a)
      through and including 24-2-4e(v).

     

    “State
      of West Virginia Pledge”
means
      the pledge of the State of West Virginia set forth in Section 24-2-4e(q) of
      the
      Statute.

     

    
      
        
        

      

      
        A-22

        
          

        

      

      
        
        

      

    

     

    “Subsequent
      Contribution Date”
means
      any date on which Subsequent Transferred Environmental Control Property is
      to be
      transferred to the Seller pursuant to Section 2.02 of the Transfer
      Agreement.

     

    “Subsequent
      Environmental Control Property”
means
      Environmental Control Property contributed by the Transferor to the Seller
      on
      any Subsequent Contribution Date pursuant to the Transfer Agreement and
      subsequently sold by the Seller on the Subsequent Sale Date pursuant to the
      Sale
      Agreement, as identified on the related Bill of Sale, and such Bill of Sale
      in
      connection with a Series of Environmental Control Bonds.

     

    “Subsequent
      Financing Order”
means,
      a financing order of the PSCWV issued to the Utilities subsequent to the
      Financing Order.

     

    “Subsequent
      Sale Date”
means
      the date that a sale of Subsequent Transferred Environmental Control Property
      will be effective, as specified in a written notice provided by the Seller
      to
      the Issuer pursuant to Section 2.02 of the Sale Agreement.

     

    “Subsequent
      Transferred Environmental Control Property”
means
      Environmental Control Property, as identified in the related Bill of Sale,
      sold
      to the Issuer on any Subsequent Sale Date pursuant to the Sale Agreement and
      such Bill of Sale in connection with the issuance of a Series of Environmental
      Control Bonds.

     

    “Subsidiaries”
has
      the
      meaning specified in the Administration Agreements.

     

    “Successor
      Servicer”
has
      the
      meaning specified in Section 3.20(i) of the Indenture.

     

    “Supplemental
      Indenture”
means
      a
      supplemental indenture entered into by the Issuer and the Indenture Trustee
      pursuant to Article IX of the Indenture.

     

    “Swap
      Agreement”
means
      each ISDA Master Agreement, together with the related schedule and
      confirmations, between the Issuer and a Swap Counterparty, or agreement with
      respect to any hedge or similar transaction entered into by the Issuer, as
      the
      same may be amended and supplemented from time to time.

     

    “Swap
      Counterparty”
means,
      with respect to any Swap Agreement, the Issuer counterparty under the Swap
      Agreement.

     

    “Swap
      Termination Payments”
means
      all amounts payable by the Issuer to a Swap Counterparty by the Issuer in
      accordance with the terms of the related Swap Agreement after certain
      terminations of such Swap Agreement, as specified therein.

     

    “System”
has
      the
      meaning specified in the Administration Agreements.

     

    “Termination
      Notice”
has
      the
      meaning specified in Section 6.01 of the Servicing Agreement.

     

    “Third
      Party”
means
      any third party, including any electric generation supplier, providing billing
      or metering services, licensed by the PSCWV pursuant to relevant provisions
      of
      any law of the State of West Virginia and any PSCWV order.

     

    
      
        
        

      

      
        A-23

        
          

        

      

      
        
        

      

    

     

    “Tranche”
means,
      with respect to any Series of Environmental Control Bonds, any one of the
      tranches of Environmental Control Bonds of that Series.

     

    “Tranche
      Subaccount”
has
      the
      meaning specified in Section 8.02(a) of the Indenture.

     

    “Tranche
      Termination Date”
means,
      with respect to any Tranche of Environmental Control Bonds, the termination
      date
      therefor, as specified in the Series Supplement therefor.

     

    “Transfer
      Agreement”
means
      the Environmental Control Property Transfer Agreement dated as of [___________],
      2007, between the Transferor and the Seller relating to the transfer of
      Environmental Control Property to the Seller thereunder, as the same may be
      amended and supplemented from time to time.

     

    “Transfer
      Date”
means
      [_________________________], 2007.

     

    “Transferor”
means
      Monongahela Power Company, as transferor under the Transfer Agreement, and
      its
      successors in interest to the extent permitted hereunder.

     

    “Transferred
      Environmental Control Property”
means,
      collectively, the Initial Transferred Environmental Control Property and any
      Subsequent Transferred Environmental Control Property.

     

    “Transferred
      Sale Date”
means
      any date on which the Seller sells, conveys, or otherwise transfers any
      Transferred Environmental Control Property to the Issuer.

     

    “True-Up
      Adjustment”
means
      any Routine True-Up Adjustment or Non-Routine True-Up Adjustment to any
      Environmental Control Charge related to the Environmental Control Property
      made
      in accordance with Article IV of the Servicing Agreement or otherwise to ensure
      the timely and complete payment and recovery of Environmental Control Costs
      and
      Financing Costs.

     

    “True-Up
      Adjustment Date”
means
      [specify dates for true-ups].

     

    “True-Up
      Adjustment Filing”
means
      any Routine True-Up Adjustment Filing or Non-Routine True-Up Adjustment
      Filing.

     

    “True-Up
      Mechanism”
means
      the mechanism by which the Servicer adjusts the Environmental Control Charge
      through a True-Up Adjustment pursuant to Section 4.01 of the Servicing
      Agreement.

     

    “Trust
      Indenture Act”
or
      “TIA”
means
      the Trust Indenture Act of 1939 as in force on the date of the Indenture, unless
      otherwise specifically provided.

     

    “UCC”
means,
      unless the context otherwise requires, the Uniform Commercial Code, as in effect
      in the relevant jurisdiction, as amended from time to time.

     

    “Underwriters”
means
      [___________].

     

    
      
        
        

      

      
        A-24

        
          

        

      

      
        
        

      

    

     

    “Underwriting
      Agreement”
means
      the Underwriting Agreement dated as of [___________], 2007, among the Issuer,
      the Utility, the Seller, and the underwriters name therein, as the same may
      be
      amended and supplemented from time to time.

     

    “U.S.
      Government Obligations”
means
      direct obligations (or certificates representing an ownership interest in such
      obligations) of the United States of America (including any agency or
      instrumentality thereof) for the payment of which the full faith and credit
      of
      the United States of America is pledged and which are not callable at the
      Issuer’s option.

     

    “Utilities”
means
      Monongahela Power Company and The Potomac Edison Company, each doing business
      as
      Allegheny Power.

     

    “Utility”
means
      Monongahela Power Company doing business as Allegheny Power.

     

    “Variables”
means
      the variables for each Rate Schedule used in calculating True-Up Adjustment
      Filings which variables are listed in Attachment A to Annex 1 to the Servicing
      Agreement.

     

    “Write-Offs”
means
      write-offs of Billed Environmental Control Charges, as the case may be, that
      remain unpaid by Customers or Third Parties as of 45 days after the issuance
      of
      the Closing Bills containing such charges.

     

    
      
        
        

      

      
        A-25

        
          

        

      

      
        
        

      

    


    APPENDIX B

     

    FORM
      OF
      SERIES SUPPLEMENT

     

    [SEE
      ATTACHED]

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      B

    


    


    FORM
      OF SERIES SUPPLEMENT

    
 

    
      	 


    

     

     

       

    

    


     

    MP
      ENVIRONMENTAL FUNDING LLC,

     

    Issuer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    Indenture
      Trustee

     

    _______________________________

     

    SERIES
      SUPPLEMENT

     

    Dated
      as
      of [_______________]

     

    _______________________________

     

     

    


     

    
      
        	 


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	 	 	 	
                Page

              	 
	
                SECTION
                  1.

              	 	 	
                Definitions

              	 	 	
                2

              	 
	
                SECTION
                  2.

              	 	 	
                Designation;
                  Series Issuance Dates

              	 	 	
                5

              	 
	
                SECTION
                  3.

              	 	 	
                Initial
                  Principal Amount; Bond Rate; Expected Final Payment Date; Final
                  Maturity
                  Date

              	 	 	
                5

              	 
	
                SECTION
                  4.

              	 	 	
                Payment
                  Dates; Expected Sinking Fund Schedule for Principal; Interest;
                  Required
                  Capital Amount

              	 	 	
                5

              	 
	
                SECTION
                  5.

              	 	 	
                Authorized
                  Initial Denominations

              	 	 	
                9

              	 
	
                SECTION
                  6.

              	 	 	
                Redemption

              	 	 	
                9

              	 
	
                SECTION
                  7.

              	 	 	
                Credit
                  Enhancement

              	 	 	
                9

              	 
	
                SECTION
                  8.

              	 	 	
                Delivery
                  and Payment for the Series [ ] Environmental Control Bonds; Form
                  of the
                  Series [ ] Environmental Control Bonds

              	 	 	
                9

              	 
	
                SECTION
                  9.

              	 	 	
                Swap
                  Agreement

              	 	 	
                5

              	 
	
                SECTION
                  10

              	 	 	
                Adjustment
                  Dates

              	 	 	
                9

              	 
	
                SECTION
                  11.

              	 	 	
                Confirmation
                  of Indenture

              	 	 	
                11

              	 
	
                SECTION
                  12.

              	 	 	
                Counterparts

              	 	 	
                11

              	 
	
                SECTION
                  13.

              	 	 	
                Governing
                  Law

              	 	 	
                11

              	 
	
                SECTION
                  14.

              	 	 	
                Issuer
                  Obligation

              	 	 	
                11

              	 
	 	 	 	
                 

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Schedule
                  A

              	 	 	
                Expected
                  Sinking Fund Schedule

              	 	 	 	 
	
                Schedule
                  B

              	 	 	
                Calculation
                  of LIBOR

              	 	 	 	 
	 	 	 	
                 

              	 	 	 	 
	
                Exhibit
                  A

              	 	 	
                Form
                  of Fixed Rate Environmental Control Bonds

              	 	 	 	 
	
                Exhibit
                  B

              	 	 	
                Form
                  of Floating Rate Environmental Control Bonds

              	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SERIES
      SUPPLEMENT dated as of [_______________] (as amended, restated, supplemented
      or
      otherwise modified from time to time, this “Supplement”), by and between MP
      ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company (the “Issuer”),
      and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the
“Indenture Trustee”), as Indenture Trustee under the Indenture dated as of
      [_______________], between the Issuer and the Indenture Trustee (as amended,
      restated, supplemented or otherwise modified from time to time, the
“Indenture”).

     

    PRELIMINARY
      STATEMENT

     

    Section 9.01
      of the Indenture provides, among other things, that the Issuer and the Indenture
      Trustee may at any time and from time to time enter into one or more indentures
      supplemental to the Indenture for the purposes of authorizing the issuance
      by
      the Issuer of a Series of Environmental Control Bonds and specifying the terms
      thereof. The Issuer has duly authorized the execution and delivery of this
      Supplement and the creation of a Series of Environmental Control Bonds with
      an
      initial aggregate principal amount of $[_______________] to be known as the
      Issuer’s Senior Secured Sinking Fund Environmental Control Bonds, Series
      [    ] (the “Series [    ] Environmental
      Control Bonds”). All acts and all things necessary to make the Series
      [    ] Environmental Control Bonds, when duly executed by
      the Issuer and authenticated by the Indenture Trustee as provided in the
      Indenture and this Supplement and issued by the Issuer, the valid, binding
      and
      legal obligations of the Issuer and to make this Supplement a valid and
      enforceable supplement to the Indenture have been done, performed and fulfilled
      and the execution and delivery hereof have been in all respects duly and
      lawfully authorized. The Issuer and the Indenture Trustee are executing and
      delivering this Supplement in order to provide for the Series [ ]
      Environmental Control Bonds.

     

    GRANTING
      CLAUSE

     

    The
      Issuer hereby Grants to the Indenture Trustee, on the date hereof as trustee
      for
      the benefit of (i) the Holders of the Series [ ] Environmental Control
      Bonds, (ii) the Indenture Trustee and [(iii) each Swap Counterparty]
      all of the Issuer’s right, title and interest (whether now owned or hereinafter
      acquired or arising) in, to and under (a) the Transferred Environmental
      Control Property transferred by the Seller to the Issuer on the date hereof
      pursuant to the Sale Agreement and all proceeds thereof, (b) to the extent
      related to the Series [ ] Environmental Control Bonds, the Transfer Agreement,
      (c) to the extent related to the Series [ ] Environmental Control Bonds,
      the Sale Agreement, (d) the Bill of Sale delivered by the Seller pursuant
      to the Sale Agreement on the date hereof, (e) to the extent related to the
      Series [ ] Environmental Control Bonds, the Servicing Agreement, (f) to the
      extent related to the Series [ ] Environmental Control Bonds, the Issuer
      Administrative Agreement, (g) the Collection Account for the Series
      [    ] Environmental Bonds and all subaccounts thereof and
      all cash, securities, instruments, investment property or other assets deposited
      in or credited to such Collection Account or any subaccount thereof from time
      to
      time or purchased with funds therefrom, [(h) any Swap Agreement to which
      the Issuer is a party, if any, for the Series [ ] Environmental Control Bonds
      ](i) all other property related to the Series [ ] Environmental Control
      Bonds of whatever kind owned from time to time by the Issuer including all
      accounts, accounts receivable, investment property and chattel paper,
      (j) to the extent payable to the Collection Account for the Series [ ]
      Environmental Control Bonds, all present and future claims, demands, causes
      and


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    chooses
      in action in respect of any or all of the
      foregoing and (k) to the extent payable to the Collection Account for the
      Series [ ] Environmental Control Bonds, all payments on or under and all
      proceeds of every kind and nature whatsoever in respect of any or all of the
      foregoing, including all proceeds of the conversion, voluntary or involuntary,
      into cash or other liquid property, all cash proceeds, accounts, accounts
      receivable, general intangibles, notes, drafts, acceptances, chattel paper,
      documents, money, investment property, letters of credit, letter of credit
      rights, checks, deposit accounts, insurance proceeds, condemnation awards,
      rights to payment of any and every kind, and other forms of obligations and
      receivables, instruments and other property which at any time constitute all
      or
      part of or are included in the proceeds of any of the foregoing (collectively,
      the “Series
      [ ] Collateral”);
      provided (A) that the following shall not be subject to the lien of the
      Indenture: (i) cash or other property distributed to the Issuer from the
      Collection Account in accordance with the provisions of the Indenture,
      (ii) proceeds from the sale of the Series [ ] Environmental Control Bonds
      required to pay the purchase price of the Transferred Environmental Control
      Property pursuant to the Sale Agreement, as the case may be, and the costs
      of
      the issuance of the Environmental Control Bonds as set forth in the flow of
      funds memorandum delivered on the date hereof (together with any interest
      earnings thereon) and (iii) any cash released to any Swap Counterparty by
      the Indenture Trustee from the Tranche Subaccount related to the Tranche [
      ]
      Environmental Control Bonds pursuant to Section 8.02(h) of the Indenture and
      (B)
      that this Grant shall be limited only to the Issuer’s right, title and interest
      as related to Environmental Control Property transferred on the date hereof
      and
      the Series [ ] Environmental Control Bonds and not to any Additional Issuance,
      including another issuance of Environmental Control Bonds.

     

    To
      have
      and to hold in trust to secure the payment of principal of and premium, if
      any,
      and interest on, and any other amounts owing in respect of, the Series [ ]
      Environmental Control Bonds, including all amounts payable to the Indenture
      Trustee under the Indenture and the other Basic Documents equally and ratably
      without prejudice, preference, priority or distinction, except as expressly
      provided in this Indenture and to secure performance by the Issuer of all of
      the
      Issuer’s obligations under this Indenture with respect to the Series
      [    ] Environmental Control Bonds, all as provided in this
      Indenture.

     

    The
      Indenture Trustee, as trustee on behalf of the Holders of the Environmental
      Control Bonds, acknowledges such Grant, accepts the trusts hereunder in
      accordance with the provisions hereof and agrees to perform its duties required
      in the Indenture and in this Supplement.

     

    SECTION
      1.  Definitions.
      All
      terms
      used in this Supplement that are defined in the Indenture, either directly
      or by
      reference therein, have the meanings assigned to them therein, except to the
      extent the context clearly requires otherwise or as such terms are defined
      or
      modified in this Supplement. With respect to the Series
      [    ] Environmental Control Bonds, the following
      definitions shall apply:

     

    “Adjustment
      Date”
has
      the
      meaning set forth in Section 10 of this Supplement.

     

    [“Approved
      Replacement Counterparty”
has
      the
      meaning set forth in Section 9(a) of this Supplement.]

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Authorized
      Initial Denominations”
shall
      mean $1,000 and integral multiples thereof.

     

    “Bond
      Rate”
has
      the
      meaning set forth in Section 3 of this Supplement.

     

    “Calculation
      Date”
shall
      mean: with respect to the [________] Semi-Annual True-Up Adjustment Date, the
      preceding [_______________]; with respect to the Quarterly True-Up Adjustment
      Date, the preceding [_______________]; and with respect to the Monthly True-Up
      Adjustment Date, the preceding [_______________].

     

    “Expected
      Final Payment Date”
means,
      with respect to any Tranche of the Series [ ] Environmental Control Bonds,
      the expected final payment date therefor, as specified in Section 3 of this
      Supplement.

     

    “Expected
      Sinking Fund Schedule”
means
      Schedule A to this Supplement.

     

    “Final
      Maturity Date”
means,
      with respect to any Tranche of the Series [ ] Environmental Control Bonds,
      the termination date therefor, as specified in Section 3 of this
      Supplement.

     

    [“[Floating
      Rate Tranche]”
means
      the Series [ ] Environmental Control Bonds, Tranche [ ].]

     

    “Interest
      Accrual Period”
means,
      with respect to any Payment Date, the period from and including the preceding
      Payment Date (or, in the case of the first Payment Date, from and including
      the
      Series Issuance Date) to and excluding such Payment Date.

     

    [“LIBOR”
means
      a
      rate per annum equal to the London interbank offered rate for three-month United
      States dollar deposits (except with respect to the period from the date of
      issuance to and including [ ] when the rate will be based on one-month
      United States dollar deposits), calculated by the Indenture Trustee on the
      Tranche [ ] Interest Determination Date according the procedure in Schedule
      B hereto.]

     

    [“London
      Banking Day”
means
      a
      day on which commercial banks in London are open for general
      business.]

     

    “Monthly
      True-Up Adjustment Date”
has
      the
      meaning set forth in Section 10 of this Supplement.

     

    [“Original
      Tranche [ ] Swap Agreement”
means
      the ISDA Master Agreement, together with the related Schedule and Confirmation,
      each dated [ ] between the Issuer and
      [          ], as the Swap
      Counterparty thereunder, relating to the [Floating Rate Tranche].]

     

    “Payment
      Date”
has
      the
      meaning set forth in Section 4(a) of this Supplement.

     

    [“Qualified
      Replacement Counterparty”
means
      a
      Replacement Counterparty that (i) has the Required Rating from each of the
      Rating Agencies or (ii) enters into such other arrangements as will result
      in
      the [Floating Rate Tranche] receiving ratings from the Rating 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Agencies
      not less than the ratings that would be
      received if such Replacement Counterparty satisfied the Required Rating for
      each
      of the Rating Agencies.]

     

    “Quarterly
      True-Up
      Adjustment Date”
has
      the
      meaning set forth in Section 10 of this Supplement.

     

    “Record
      Date”
shall
      mean, with respect to any Payment Date, the close of business on the Business
      Day prior to such Payment Date.

     

    [“Replacement
      Counterparty”
has
      the
      meaning set forth in Section 9(a) of this Supplement.]

     

    “Required
      Capital Amount”
has
      the
      meaning set forth in Section 4(d) of this Supplement.

     

    [“Required
      Rating”
means
      in the case of Moody's, either "[ ]" for long-term unsecured debt or
      "[ ]" for short-term unsecured debt in the case of S&P and, if the Swap
      Counterparty is rated by Fitch, "[ ]" for long-term unsecured debt and
      "[ ]" for short-term unsecured debt.]

     

    “Semi-Annual
      True-Up Adjustment Date”
has
      the
      meaning set forth in Section 10 of this Supplement.

     

    “Series
      Issuance Date”
has
      the
      meaning set forth in Section 2(b) of this Supplement.

     

    “Series
      Termination Date”
is
      the
      final Final Maturity Date set forth in Section 3 of this
      Supplement.

     

    [“Swap
      Agent”
has
      the
      meaning set forth in Section 9(a) of this Supplement.]

     

    [“Swap
      Counterparty Downgrade Event”
shall
      have the meaning assigned to it in the related Swap Agreement.]

     

    [“Tranche
      [ ] Gross Fixed Amount”
with
      respect to any Payment Date means an amount equal to the product of the Tranche
      [ ] Gross Fixed Rate times the Outstanding Amount of the [Floating Rate
      Tranche] as of the close of business on the preceding Payment Date after giving
      effect to all payments of principal made to the Holders of the [Floating Rate
      Tranche] on such preceding Payment Date, which product (i) in the case of each
      Payment Date other than the initial Payment Date shall be multiplied by the
      number of days (determined on the basis of a 360-day year of twelve 30-day
      months) from and including the preceding payment date to, but excluding, the
      current Payment Date, divided by 360, and (ii) in the case of the initial
      Payment Date, shall be multiplied by the number of days (determined on the
      basis
      of a 360-day year of twelve 30-day months) from and including the Series
      Issuance Date to, but excluding, the initial Payment Date, divided by 360,
      provided, that, so long as a Swap Agreement is in effect, the Tranche [ ]
      Gross Fixed Amount shall be calculated in accordance with such Swap
      Agreement.]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    [“Tranche
      [ ] Gross Fixed Rate”
has
      the
      meaning set forth in Section 4(e)(iii) of this Supplement.]

     

    [“Tranche
      [ ] Interest Determination Date”
means,
      with respect to a Payment Date, the day two London Banking Days prior to (a)
      the
      preceding Payment Date, or, (b) in the case of the initial Payment Date, the
      Tranche [ ] Settlement Date.]

     

    [“Tranche
      [ ] Settlement Date”
means
      [date of floating rate bond settlement date].]

     

    [“Tranche
      [ ] Swap Agreement”
means
      the Original Tranche [ ] Swap Agreement and any replacement Swap Agreement
      relating to the [Floating Rate Tranche] entered into pursuant to Section 9
      of
      this Supplement.]

     

    [“Tranche
      [ ] Swap Counterparty”
means
      the Swap Counterparty under the Tranche [ ] Swap Agreement.]

     

    SECTION
      2.  Designation;
      Series Issuance Dates.

     

    (a)  Designation.
      The
      Series [ ] Environmental Control Bonds shall be designated generally as the
      Issuer’s Senior Secured Sinking Fund Environmental Control Bonds, Series
      [ ] and further denominated as Tranches [ ] through
      [ ].

     

    (b)  Series
      Issuance Date.
      The
      Series [ ] Environmental Control Bonds that are authenticated and delivered
      by the Indenture Trustee to or upon the order of the Issuer on [_______________]
      (the “Series Issuance Date”) shall have as their date of authentication
      [_______________]. Each other Series [ ] Environmental Control Bond shall
      be dated the date of its authentication.

     

    SECTION
      3.  Initial
      Principal Amount; Bond Rate; Expected Final Payment Date; Final Maturity
      Date.
      The
      Environmental Control Bonds of each Tranche of the Series [ ] Environmental
      Control Bonds shall have the initial principal amounts, bear interest at the
      rates per annum and shall have Expected Final Payment Dates and Final Maturity
      Dates as set forth below:

     

    
      	
              Tranche

            	 	
              Initial
                Principal Amount

            	 	
              Bond
                Rate

            	 	
              Expected
                Final Payment Date

            	 	
              Final
                Maturity Date

            
	
              [
                 ]

            	 	
              $
                

            	 	
              %

            	 	 	 	
              [_____]

            


    

    


    Interest
      shall be paid on the Series [Floating Rate Tranche] in accordance with Section
      4(e) hereof.

     

    SECTION
      4.  Payment
      Dates; Expected Sinking Fund Schedule for Principal; Interest; Required Capital
      Amount.

     

    (a)  Payment
      Dates.
      The Payment
      Dates for each Tranche of the Series [ ] Environmental Control Bonds are
      [_______________] and [_______________] and additional Payment Dates for the
      [Floating Rate Tranche] are [_______________] and [_______________]


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    of
      each year or, if any such date is not a Business
      Day, the next succeeding Business Day, commencing on [_______________] and
      continuing until the earlier of repayment of such Tranche in full and the
      applicable Final Maturity Date.

     

    (b)  Expected
      Sinking Fund Schedule for Principal.
      Unless
      an Event of Default shall have occurred and be continuing and the unpaid
      principal amount of all Series of Environmental Control Bonds has been declared
      to be due and payable together with accrued and unpaid interest thereon, on
      each
      Payment Date, the Indenture Trustee shall distribute to the Series [ ]
      Environmental Control Bondholders of record as of the related Record Date
      amounts payable in respect of the Series [ ] Environmental Control Bonds
      pursuant to Section 8.02(e) of the Indenture as principal, in accordance
      with the Expected Sinking Fund Schedule. To the extent that more than one
      Tranche of the Series [ ] Environmental Control Bonds is to receive
      payments of principal in accordance with the Expected Sinking Fund Schedule
      on
      any Payment Date, such amounts will be allocated in a sequential manner, to
      the
      extent funds are available, as follows: (i) to the holders of the Series
      [ ] Environmental Control Bonds, Tranche [A-1], until this Tranche is
      retired in full; (ii) to the holders of the Series [ ] Environmental
      Control Bonds, Tranche [A-2], until this Tranche is retired in full;
      (iii) to the holders of the Series [ ] Environmental Control Bonds,
      Tranche [A-3], until this Tranche is retired in full; and (iv) to the
      holders of the Series [ ] Environmental Control Bonds, Tranche [A-4],
      until this Tranche if retired in full; provided, however, that other than in
      the
      event of an acceleration upon an Event of Default in no event shall a principal
      payment pursuant to this Section 4(b) on any Tranche on a Payment Date be
      greater than the amount that reduces the Outstanding Amount of such Tranche
      of
      Series [ ] Environmental Control Bonds to the amount specified in the
      Expected Sinking Fund Schedule which is attached as Schedule A hereto for
      such Tranche and Payment Date. If an Event of Default shall have occurred and
      be
      continuing and the unpaid principal amount of all Series of Environmental
      Control Bonds has been declared to be due and payable together with accrued
      and
      unpaid interest thereon, principal payments on each Tranche of Series [ ]
      Environmental Control Bonds will be made on a pro rata basis based on the
      respective Tranche Principal Balances for each such Tranche as of the prior
      Payment Date. Not later than each Schedule Revision Date, the Issuer shall
      deliver to the Indenture Trustee a replacement Schedule A hereto, adjusted
      to reflect the event giving rise to such Schedule Revision Date and setting
      forth the Expected Sinking Fund Schedule for each Payment Date.

     

    (c)  Interest.
      On each
      Payment Date after the initial Payment Date, interest will be payable on the
      Series [ ] Environmental Control Bonds in an amount equal to: (1) with
      respect to the Series [ ] Environmental Control Bonds, [List all fixed rate
      tranches] [floating rate Tranche] (to the extent interest is being paid at
      the
      Tranche [ ] Gross Fixed Rate), the number of days (determined on the basis
      of a 360-day year of twelve 30-day months) from and including the preceding
      Payment Date to, but excluding, the current Payment Date, divided by 360, [and
      (2) with respect to the [Floating Rate Tranche] (to the extent interest is
      being
      paid at the floating rate), the actual number of days since the preceding
      Payment Date to, but excluding, the current Payment Date, divided by 360],
      times
      the product of:

     

    (i)  the
      applicable Bond Rate times

     

    (ii)  the
      Outstanding Amount of the related Tranche of Environmental Control Bonds as
      of
      the close of business on the preceding Payment Date after giving effect to
      

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    all
      payments of principal made to the Holders of the
      related Tranche of Series [   ] Environmental Control Bonds on such
      preceding Payment Date.

     

    With
      respect to the initial Payment Date, interest will be payable in an amount
      equal
      to:

     

    (1)  with
      respect to the Series [   ] Environmental Control Bonds, [Fixed rate
      tranches], the number of days (determined on the basis of a 360-day year of
      twelve 30-day months) from and including the Series Issuance Date to, but
      excluding, the initial Payment Date, divided by 360, times the product
      of:

     

    (a)  the
      applicable Bond Rate times 

     

    (b)  the
      original principal amount of such Tranche of Environmental Control Bonds as
      of
      the Series Issuance Date;

     

    (2)  [with
      respect to the [Floating Rate Tranche], 

     

    (a)  [       
      ]% times

     

    (b)  $[    
       ] times

     

    (c)  the
      actual number of days from and including the Series Issuance Date up to and
      including
      [                  
 ], divided by 360, plus 

     

    (d)  LIBOR
      (calculated two London Banking Days before
      [                   ])
      plus [      ]% times

     

    (e)  $[                     
      ], times

     

    (f)  the
      actual number of days from and including
      [                   ]
      up to and including
      [                   ],
      divided by 360.]

     

    Upon
      the
      termination of the Tranche [   ] Swap Agreement for any reason and for
      so long as there is no replacement Tranche [   ] Swap Agreement in
      effect, the [Floating Rate Tranche] shall continue to bear interest as described
      above.

     

    (d)  Required
      Capital Amount.
      The
      Required Capital Amount for the Series [   ] Environmental Control
      Bonds shall be equal to 0.50% of the initial principal amount thereof, or
      $[_______________].

     

    (e)  [Floating
      Rate Tranche].

     

    (i)  Upon
      the
      issuance of the [Floating Rate Tranche], the Indenture Trustee will establish
      and maintain a Tranche Subaccount (the "Tranche [ ] Subaccount"), which the
      Indenture Trustee will hold in trust for the benefit of the Holders of the
      [Floating Rate Tranche] and the Tranche [ ] Swap Counterparty. On the
      Business Day preceding each Payment Date, but subject to any proration among
      Series and Tranches in the case of a shortfall of funds available 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    to
      pay interest on the Environmental Control Bonds
      pursuant to Section 8.02 of the Indenture, the Indenture Trustee shall allocate
      to the Tranche [ ] Subaccount an amount equal to the Tranche [ ] Gross
      Fixed Amount with respect to such Payment Date. On or before the Payment Date,
      any net amount payable by the Issuer to the Tranche [ ] Swap Counterparty
      under the Tranche [ ] Swap Agreement shall be paid from the Tranche
      [ ] Subaccount, and any net amount payable to the Issuer by the Tranche
      [ ] Swap Counterparty under the Tranche [ ] Swap Agreement shall be
      deposited into the Tranche [ ] Subaccount. On that Payment Date, amounts in
      the Tranche [ ] Subaccount after such netting and payment shall be paid as
      interest to the Holders of the [Floating Rate Tranche].

     

    (A)  For
      each
      Payment Date the Tranche [ ] Fixed Gross Amount with respect to such
      Payment Date shall be allocated to the Tranche [ ] Subaccount on a pro rata
      basis with amounts allocated with respect to Interest payable on each of the
      other Tranches of the Series [ ] Environmental Control Bonds pursuant to
      Section 8.02 of the Indenture. 

     

    (B)  If,
      on
      any Payment Date for any Calculation Period during which the Tranche [ ]
      Swap Agreement is in effect, there are insufficient funds in the Tranche
      [ ] Subaccount to pay the interest due to the Holders of the [Floating Rate
      Tranche] because of a failure of the Tranche [ ] Swap Counterparty to pay
      any net amount payable by the Tranche [ ] Swap Counterparty under the
      Tranche [ ] Swap Agreement, the Tranche [ ] Environmental Control
      Bondholders shall have no recourse to amounts in any other Subaccount to recover
      such shortfall other than from amounts subsequently paid by the Tranche [ ]
      Swap Counterparty.

     

    (C)  If
      for
      any Payment Date there are insufficient funds in the Tranche A- 4 Subaccount
      to
      pay the interest due to the Holders of the [Floating Rate Tranche] and to pay
      any net amount payable to the Tranche [ ] Swap Counterparty by the Issuer
      under the Tranche [ ] Swap Agreement because of a shortfall of funds
      available for the Indenture Trustee to allocate to the Tranche [ ]
      Subaccount the full amount of the Tranche [ ] Fixed Gross Amount with
      respect to such Payment Date, amounts in the Tranche [ ] Subaccount shall
      be distributed to the Holders of the [Floating Rate Tranche] and the Tranche
      [ ] Swap Counterparty on a pro rata basis based on the respective amounts
      payable to the Swap Counterparty and the interest payable to Holders of the
      [Floating Rate Tranche] with respect to such Payment Date. Any overdue and
      unpaid amounts due to the Swap Counterparty shall be paid from the Tranche
      [ ] Subaccount pari passu and pro rata with any overdue and unpaid interest
      due to the Holders of the [Floating Rate Tranche].

     

    (D)  The
      Tranche [ ] Swap Counterparty shall be secured by the Grant made to the
      Indenture Trustee under the Granting Clause of the Indenture with respect to
      and
      to the extent of amounts on deposit in the Tranche [ ] Subaccount pari
      passu with the Holders of the [Floating Rate Tranche] based on the respective
      amounts payable to the Swap Counterparty and the amounts payable to the Holders
      of the [Floating Rate Tranche], in accordance with this Series Supplement,
      the
      Indenture and the Swap Agreement.

     

    (ii)  The
      Indenture Trustee shall calculate LIBOR in accordance with Schedule C hereto
      on
      each Tranche [ ] Interest Determination Date and the Indenture Trustee
      shall notify the Servicer, the Issuer and the Swap Counterparty of such
      calculation.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (iii)  The
      Tranche [ ] Gross Fixed Rate is [     ].

     

    SECTION
      5.  Authorized
      Initial Denominations.
      The
      Series [ ] Environmental Control Bonds shall be issuable in the Authorized
      Initial Denominations.

     

    SECTION
      6.  Redemption.
      The
      Series [ ] Environmental Control Bonds shall not be subject to mandatory or
      optional redemption.

     

    SECTION
      7.  Credit
      Enhancement.
      No
      credit enhancement is provided for the Series [ ] Environmental Control
      Bonds.

     

    SECTION
      8.  Delivery
      and Payment for the Series [ ] Environmental Control Bonds; Form of the
      Series [ ] Environmental Control Bonds.
      The
      Indenture Trustee shall deliver the Series [ ] Environmental Control Bonds
      to the Issuer when authenticated in accordance with Section 2.02 of the
      Indenture. The Series [ ] Environmental Control Bonds of each Tranche shall
      be in the form of Exhibits [ ] through [ ] hereto.

     

    SECTION
      9.  Swap
      Agreement.

     

    (a)  Upon
      a
      termination event or event of default under the Tranche [ ] Swap Agreement,
      the Issuer shall appoint a recognized swap dealer which is a member of the
      International Swaps and Derivatives Association, Inc. with capital and surplus
      of at least $50 million (the "Swap Agent") to independently solicit, for a
      period not exceeding 30 days, a replacement Tranche [ ] Swap Counterparty
      (a "Replacement Counterparty"), who shall not be the Swap Agent or an Affiliate
      thereof. During such 30 day period, the Swap Agent shall be required to identify
      a Qualified Replacement Counterparty, or if a Qualified Replacement Counterparty
      cannot be found, the Swap Agent shall be required to identify the highest rated
      Replacement Counterparty available that is approved by the Holders of at least
      66 2/3% of the Outstanding Amount of the [Floating Rate Tranche] (an "Approved
      Replacement Counterparty"). In any case, if there is more than one available
      Qualified Replacement Counterparty or Approved Replacement Counterparty, as
      applicable, with the same credit rating, the Swap Agent shall select that
      prospective Qualified Replacement Counterparty or Approved Replacement
      Counterparty, as applicable, offering the terms with the lowest overall cost
      to
      the Issuer. The costs and expenses of a Swap Agent appointed pursuant to this
      Section 9(a) shall be an Operating Expense to be paid by the Issuer pursuant
      to
      Section 8.02(e)(iv), to the extent not paid by the Swap Counterparty
      .

     

    (b)  If
      the
      Swap Agent is successful in identifying a Qualified Replacement Counterparty
      or
      Approved Replacement Counterparty, upon the termination of the Tranche [ ]
      Swap Agreement, the Issuer shall execute a replacement Tranche [ ] Swap
      Agreement with such Replacement Counterparty having substantially the same
      terms
      as the Tranche [ ] Swap Agreement being replaced, effective as of the
      Payment Date immediately following such execution. Any initial upfront payments
      made by such Replacement Counterparty in connection with its entering into
      such
      replacement Tranche [ ] Swap Agreement shall be paid to the terminated
      Tranche [ ] Swap Counterparty, and any termination payment or other similar
      amount paid to the Issuer by the terminated Tranche [ ] Swap Counterparty
      in accordance with the terms of the Swap Agreement shall first be used to make
      any payment required to be made to a 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Replacement
      Counterparty under a Swap Agreement and
      then to the extent not so used shall be deposited into the Tranche [ ]
      Subaccount and paid to the Holders of the [Floating Rate Tranche] on the next
      Payment Date, pro rata based on the principal amount held by each
      Holder.

     

    (c)  If
      a
      Qualified Replacement Counterparty or an Approved Replacement Counterparty
      has
      not been obtained, the Swap Agent shall be required to renew such search every
      three months thereafter until a Qualified Replacement Counterparty or Approved
      Replacement Counterparty has been identified and approved and a replacement
      Tranche [ ] Swap Agreement has been entered into in the manner set forth in
      clauses (a) and (b) above. 

     

    (d)  If
      a
      termination event or a event of default occurs and is continuing under the
      Tranche [ ] Swap Agreement, the Indenture Trustee may, and at the direction
      of the Holders of at least 66 2/3% of the Outstanding Amount of the [Floating
      Rate Tranche] shall, exercise all rights, remedies, powers, privileges and
      claims of the Issuer against the Tranche [ ] Swap Counterparty and any
      right of the Issuer to take this action shall be suspended.

     

    (e)  The
      Tranche [ ] Swap Agreement may be amended with the consent of the Indenture
      Trustee and the Tranche [ ] Swap Counterparty, upon prior notice to the
      Rating Agencies; provided that such amendment may not adversely affect in any
      material respect the interests of the Holders of [Floating Rate Tranche] unless
      the Holders of at least 66 2/3% of the Outstanding Amount of the [Floating
      Rate
      Tranche] direct the Indenture Trustee to consent to such amendment. Moreover,
      such amendment may not adversely affect in any material respect the interests
      of
      the Holders of any other Series or Tranche of Environmental Control Bonds or
      any
      counterparty to any other Swap Agreement without the consent of the Holders
      of
      66 2/3% of the Outstanding Amount of all of such other Series or Tranches,
      and
      each counterparty to any other Swap Agreement, materially and adversely affected
      thereby.

     

    (f)  With
      respect to any action proposed by the Issuer to amend, modify, waive, supplement
      or surrender the terms of or rights under the Tranche [ ] Swap Agreement,
      or waive timely performance or observance by the Tranche [ ] Swap
      Counterparty under the Tranche [  ] Swap Agreement, in a way which
      would materially and adversely affect the interests of the Holders of the
      [Floating Rate Tranche], the Issuer shall provide prior notice to the Rating
      Agencies. The Issuer will consent to such proposed action only with the consent
      of (i) the Holders of at least 66 2/3% of the Outstanding Amount of the
      [Floating Rate Tranche] and (ii) the Holders of at least 66 2/3% of the
      Outstanding Amount of all of such other Series or Tranches, and each
      counterparty to any other Swap Agreement, materially and adversely affected
      thereby. Notwithstanding the foregoing, nothing shall prevent the Issuer from
      seeking or retaining a Swap Agent to seek a Replacement
      Counterparty.

     

    (g)  Notwithstanding
      the foregoing clause (f),
      upon a
      Swap Counterparty Downgrade Event or payment default by the Tranche [ ]
      Swap Counterparty under the Tranche [ ] Swap Agreement, the Issuer shall
      not (i) continue with a downgraded Tranche [ ] Counterparty notwithstanding
      the failure timely to identify a Qualified Replacement Counterparty or Approved
      Replacement Counterparty, as provided in the Tranche [ ] Swap Agreement, or
      (ii) waive a payment default by the Tranche [ ] Swap Counterparty within
      the time periods prescribed in the Tranche [ ] Swap Agreement, except as
      directed by the Holders of at least 66 2/3% of the Outstanding Amount of the
      [Floating Rate Tranche].

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    SECTION
      10.  Adjustment
      Dates.
      The
      following table summarizes the adjustment frequency of the Environmental Control
      Charges with respect to the Series [ ] Environmental Control
      Bonds:

     

    
      	 	
              Adjustment
                Dates

            
	
              Semi-Annual
                True-Up Adjustments

            	
              [______________]

            
	
              Monthly
                True-Up Adjustments

            	
              [______________]

            
	
              Quarterly
                True-Up Adjustments

            	
              [______________]

            


    

    


    The
      first
      Semi-Annual True-Up Adjustment will become effective on [______________]. [No
      adjustment will be made on [______________].]

     

    SECTION
      11.  Confirmation
      of Indenture.
      As
      supplemented by this Supplement, the Indenture is in all respects ratified
      and
      confirmed and the Indenture, as so supplemented by this Supplement, shall be
      read, taken, and construed as one and the same instrument.

     

    SECTION
      12.  Counterparts.
      This
      Supplement may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all of such counterparts shall
      together constitute but one and the same instrument.

     

    SECTION
      13.  Governing
      Law.
      This
      Supplement shall be construed in accordance with the laws of the State of New
      York 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
      14.  Issuer
      Obligation.
      No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer or the Indenture Trustee on the Environmental Control Bonds or
      under this Supplement or any certificate or other writing delivered in
      connection herewith or therewith, against (i) any owner of a beneficial
      interest in the Issuer or (ii) any partner, owner, beneficiary, agent,
      officer, director or employee of the Indenture Trustee, any holder of a
      beneficial interest in the Issuer or the Indenture Trustee or of any successor
      or assign of the Indenture Trustee, except as any such Person may have expressly
      agreed (it being understood that none of the Indenture Trustee’s obligations are
      in its individual capacity).

     

    


    IN
      WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
      Supplement to be duly executed by their respective officers thereunto duly
      authorized as of the first day of the month and year first above
      written.

    
      	 	 	 
	 	MP
              ENVIRONMENTAL
              FUNDING LLC, as Issuer,
	 
 	 
 	 
 
	 	by: 	 
	 	
              
                
Name:

              Title:

            


    

     

    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    
      
        	 	 	 
	 	U.S.
                BANK NATIONAL
                ASSOCIATION, not in its individual capacity but solely as Indenture
                Trustee on behalf of the Environmental Control Bondholders,
	 
 	 
 	 
 
	 	by: 	 
	 	
                
                  
Name:

                Title:

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      A

    Expected
      Sinking Fund Schedule

     

    Outstanding
      Principal Balance

     

    
      	
              Payment
                Date

            	 	
              Tranche
                

              [A-]

            	 	
              Tranche

              [A-]

            	 	
              Tranche

              [A-]

            	 	
              Tranche

              [A-]

            	 	
              [
                 ]

            
	
              Series
                Issuance Date

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            
	
              [_____]

            	 	
              0

            	 	
              0

            	 	
              0

            	 	
              0

            	 	
              0

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

    Calculation
      of LIBOR

     

    (a) On
      the
      Tranche [ ] Interest Determination Date immediately preceding the first day
      of each applicable Calculation Period, the Indenture Trustee will determine
      LIBOR based on the offered rate for deposits in United States dollars for the
      applicable period, commencing on the first day of that Calculation Period that
      appears on the Moneyline Telerate Service page 3750 of the Telerate Services
      as
      of 11:00 a.m., London time, on such Tranche [ ] Interest Determination Date
      (the "Telerate Page"). If no offered rate appears on the Telerate Page, LIBOR
      for such Calculation Period will be determined as described in clause (b)
      below.

     

    (b) With
      respect to an Tranche [ ] Interest Determination Date on which no offered
      rate appears on the Telerate Page, the Indenture Trustee will request each
      of
      four major banks in the London interbank market, selected by the Indenture
      Trustee, to provide the Indenture Trustee with that bank’s offered quotation for
      deposits in United States dollars for the applicable Calculation Period,
      commencing on the second London Banking Day immediately following that Tranche
      [ ] Interest Determination Date, to prime banks in the London interbank
      market at approximately 11:00 a.m., London time, on such Tranche [ ]
      Interest Determination Date and in a principal amount that is representative
      for
      a single transaction in United States dollars in that market at that time for
      the applicable period. If at least two such quotations are provided, LIBOR
      for
      such Calculation Period will be the arithmetic mean of those quotations. If
      fewer than two quotations are provided, LIBOR for that Calculation Period will
      be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in the
      City of New York, on that Tranche [ ] Interest Determination Date by major
      banks in the City of New York selected by the Indenture Trustee for loans in
      United States dollars to leading European banks, for the Calculation Period
      commencing on the second London Banking Day immediately following that Tranche
      [ ] Interest Determination Date and in a principal amount that is
      representative for a single transaction in United States dollars in that market
      at that time.

     

    (c) On
      the
      first Tranche [ ] Interest Determination Date, the Indenture Trustee will
      determine three-month LIBOR as described above and will also determine LIBOR
      based on the offered rate for six-month deposits in United States dollars that
      appears on the Telerate page or, if no such offered rate appears on the Telerate
      page, in the manner described in (b) above (except that the “applicable period”
will be six months). The interpolated LIBOR applicable to the first interest
      accrual period will be equal to the sum of (a) three-month LIBOR and
      (b) the LIBOR increment. The LIBOR increment will be equal to the product
      of (x) a fraction, the numerator of which is the actual number of days from
      and including the three-month anniversary of the closing date to but excluding
      the first payment date and the denominator of which is 90, and (y) the
      excess, if any, of six-month LIBOR over three-month LIBOR.

     

    (d) If
      LIBOR
      cannot be determined in accordance with clauses (a), (b) or (c) above, then
      LIBOR will be determined to be the same as the rate which applied during the
      previous Calculation Period or, in the case of any failure to determine LIBOR
      on
      either of the two Tranche [ ] Interest Determination Dates preceding the
      first Payment Date, the rate which is on the Series Issuance Date.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    FORM
      OF
      FIXED RATE ENVIRONMENTAL CONTROL BONDS

     

    
      	REGISTERED	 	
              $[        
                ]

            
	No.
              ________	 	 


    

     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    CUSIP
      NO.
      ________

     

    THE
      PRINCIPAL OF THIS SERIES [ ], TRANCHE [ ] ENVIRONMENTAL CONTROL BOND (“TRANCHE [
      ] ENVIRONMENTAL CONTROL BOND”) WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN.
      ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE [ ] ENVIRONMENTAL
      CONTROL BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
      THE HOLDER OF THIS TRANCHE [ ] ENVIRONMENTAL CONTROL BOND HEREBY COVENANTS
      AND
      AGREES THAT PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE
      TERMINATION OF THE INDENTURE, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER
      PERSON IN INSTITUTING AGAINST, THE ISSUER OR ANY OF ITS MANAGERS OR MEMBERS
      ANY
      BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS
      OR OTHER PROCEEDING UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
      SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING
      TO THE ENVIRONMENTAL CONTROL BONDS, THE INDENTURE OR ANY OF THE BASIC DOCUMENTS,
      SUBJECT TO THE RIGHT OF A CIRCUIT COURT OF THE STATE OF WEST VIRGINIA TO ORDER
      SEQUESTRATION AND PAYMENT OF REVENUES ARISING WITH RESPECT TO THE ENVIRONMENTAL
      CONTROL PROPERTY.
      TRANSFERS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND SHALL BE LIMITED TO
      TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
      NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND
      SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
      FORTH
      IN THE INDENTURE.

     

    MP
      ENVIRONMENTAL FUNDING LLC

     

    ENVIRONMENTAL
      CONTROL BONDS, SERIES [ ], TRANCHE [ ].

     

    
      	
              Bond

              Rate

            	 	
              Initial
                Principal Amount

            	 	
              Expected
                Final

              Payment
                Date

            	 	
              Final
                Maturity 

              Date

            
	 	 	 	 	 	 	 
	
              [     
                ]%

            	 	
              $[     
                ]

            	 	
              [     
                ], [      ]

            	 	
              [     
                ], [    
 ]

            


    

     

    MP
      Environmental Funding LLC, a limited liability company organized and existing
      under the laws of the State of Delaware (herein referred to as the “Issuer”),
      for value 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    received,
      hereby promises to pay to [Cede & Co.],
      the Registered Holder hereof, or registered assigns, the Initial Principal
      Amount shown above in semi-annual installments on the Payment Dates (as defined
      below) and in the amounts specified on the reverse hereof or, if less, the
      amounts determined pursuant to Section 8.02(e) of the Indenture, in each year,
      commencing on
      [                                 ]
      and ending on or before the Final Maturity Date, to pay the entire unpaid
      principal hereof on the Final Maturity Date and to pay interest, at the Bond
      Rate shown above, on each [ ] and [ ] or if any such day is not a Business
      Day,
      the next succeeding Business Day (each a “Payment Date”), commencing on [ ] and
      continuing until the earlier of the payment of the principal hereof and the
      Final Maturity Date, on the principal amount of this Tranche [ ] Environmental
      Control Bond outstanding on such Payment Date, after giving effect to any
      payment of principal made on such Payment Date. Interest on this Tranche
      [     ] Environmental Control Bond will accrue for each
      Payment Date from and including the most recent Payment Date on which interest
      has been paid to but excluding such Payment Date or, if no interest has yet
      been
      paid, from [ ]. Interest will be computed on the basis of a 360-day year of
      twelve 30-day months. Such principal of and interest on this Tranche [ ]
      Environmental Control Bond shall be paid in the manner specified on the reverse
      hereof.

     

    The
      principal of and interest on this Tranche [ ] Environmental Control Bond are
      payable in such coin or currency of the United States of America as at the
      time
      of payment is legal tender for payment of public and private debts. All payments
      made by the Issuer with respect to this Tranche [ ] Environmental Control Bond
      shall be applied first to interest due and payable on this Tranche [ ]
      Environmental Control Bond as provided above and then to the unpaid principal
      of
      and premium, if any, on this Tranche [ ] Environmental Control Bond, all in
      the
      manner set forth in Section 8.02(e) of the Indenture.

     

    Reference
      is made to the further provisions of this Tranche [ ] Environmental Control
      Bond
      set forth on the reverse hereof, which shall have the same effect as though
      fully set forth on the face of this Tranche [ ] Environmental Control
      Bond.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Tranche [ ]
      Environmental Control Bond shall not be entitled to any benefit under the
      Indenture referred to on the reverse hereof, or be valid or obligatory for
      any
      purpose.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
      or
      in facsimile, by an Authorized Officer of the Issuer.

     

    Date:

     

    
      	 	 	 
	 	MP
              ENVIRONMENTAL
              FUNDING LLC
	 
 	 
 	 
 
	Date: 	By:  	 
	 	
              
                
    
                Name:

            
	 	    
              Title:


    

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    Dated:    

     

    This
      is
      one of the Tranche [ ] Environmental Control Bonds of the Series [ ]
      Environmental Control Bonds, designated above and referred to in the
      within-mentioned Indenture.

     

    
      	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                as
                Indenture
                Trustee on behalf of the Environmental
                Control Bondholders,

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                
Authorized
                Signatory

            
	 	 


    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    


    [REVERSE
      OF ENVIRONMENTAL CONTROL BOND]

     

    This
      Series [ ], Tranche [ ] Environmental Control Bond is one of a duly
      authorized issue of Environmental Control Bonds of the Issuer, designated as
      its
      Environmental Control Bonds (herein called the “Environmental Control Bonds”),
      issued and to be issued in one or more Series, which Series are issuable in
      one
      or more Tranches, and this Series [ ] Environmental Control Bond, in which
      this Tranche [ ] Environmental Control Bond represents an interest, consists
      of
      [ ] Tranches, including the Tranche [ ] Environmental Control Bonds (herein
      called the “Tranche [ ] Environmental Control Bonds”), all issued and to be
      issued under an indenture dated as of [ ], and a series supplement thereto
      dated
      as of [ ] (such series supplement, as supplemented or amended, the “Supplement”
and, collectively with such indenture, as supplemented or amended, the
“Indenture”), each between the Issuer and [ ], as Indenture Trustee (the
“Indenture Trustee”, which term includes any successor Indenture Trustee under
      the Indenture), to which Indenture and all indentures supplemental thereto
      reference is hereby made for a statement of the related Series Collateral
      property pledged, the nature and extent of the security, the respective rights,
      obligations and immunities thereunder of the Issuer, the Indenture Trustee
      and
      the Holders of the Environmental Control Bonds and the terms and conditions
      under which additional Environmental Control Bonds may be issued. All terms
      used
      in this Tranche [ ] Environmental Control Bond that are defined in the
      Indenture, as supplemented or amended, shall have the meanings assigned to
      them
      in the Indenture.

     

    The
      Tranche [ ] Environmental Control Bonds, the other Tranches of Series [ ]
      Environmental Control Bonds and any other Series of Environmental Control Bonds
      issued by the Issuer are and will be equally and ratably secured by the related
      Series Collateral pledged as security therefor as provided in the
      Indenture.

     

    The
      principal of this Tranche [ ] Environmental Control Bond shall be payable in
      installments on each Payment Date specified in the Expected Sinking Fund
      Schedule only to the extent that amounts in the related Collection Account
      are
      available therefor, and only until the outstanding principal balance thereof
      on
      such Payment Date (after giving effect to all payments of principal, if any,
      made on such Payment Date) has been reduced to the principal balance specified
      in the Expected Sinking Fund Schedule which is attached to the Supplement as
      Schedule A, unless payable earlier because an Event of Default (other than
      an
      Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
      and be continuing and the Indenture Trustee or the Holders of Environmental
      Control Bonds representing not less than a majority of the Outstanding Amount
      of
      the Environmental Control Bonds of all Series have declared the Environmental
      Control Bonds to be immediately due and payable in accordance with Section
      5.02
      of the Indenture. However, actual principal payments may be made in lesser
      than
      expected amounts and at later than expected times as determined pursuant to
      Section 8.02(e) of the Indenture. The entire unpaid principal amount of this
      Tranche [ ] Environmental Control Bond shall be due and payable on the Final
      Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal
      amount of the Environmental Control Bonds shall become immediately due and
      payable, if not then previously paid, after an Event of Default (other than
      an
      Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
      and be continuing and the Indenture Trustee or the Holders of the Environmental
      Control Bonds representing not less than a majority of the Outstanding Amount
      of
      the Environmental Control Bonds have declared the Environmental Control Bonds to
      be immediately due and payable in the manner provided in 

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    Section
      5.02 of the Indenture. All principal payments
      on the Tranche [ ] Environmental Control Bonds shall be made pro rata to the
      Tranche [ ] Environmental Control Bondholders entitled thereto based on the
      respective principal amounts of such Bonds held by them.

     

    Payments
      of interest on this Tranche [ ] Environmental Control Bond due and payable
      on
      each Payment Date, together with the installment of principal or premium, if
      any, due on this Tranche [ ] Environmental Control Bond on such Payment Date
      shall be made by check mailed first-class, postage prepaid, to the Person whose
      name appears as the Registered Holder of this Tranche [ ] Environmental Control
      Bond (or one or more Predecessor Environmental Control Bonds) in the Bond
      Register as of the close of business on the applicable Record Date or Special
      Record Date or in such other manner as may be provided in the Indenture or
      the
      Supplement except that (i) upon application to the Indenture Trustee by any
      Holder owning Environmental Control Bonds of any tranche in the principal amount
      of $10,000,000 or more not later than the applicable Record Date payment will
      be
      made by wire transfer to an account maintained by such Holder; (ii) with
      respect to Environmental Control Bonds registered as of the close of business
      on
      the applicable Record Date or Special Record Date in the name of the nominee
      of
      the Clearing Agency, payments will be made by wire transfer in immediately
      available funds to the account designated by such nominee; and (iii) with
      respect to the final installment of principal and premium, if any, payable
      with
      respect to such Environmental Control Bond on a Payment Date, such amounts
      shall
      be payable as provided below. Such checks shall be mailed to the Person entitled
      thereto at the address of such Person as it appears in the Bond Register as
      of
      the applicable Record Date or Special Record Date without requiring that this
      Tranche [ ] Environmental Control Bond be submitted for notation of payment.
      Any
      reduction in the principal amount of this Tranche [ ] Environmental Control
      Bond
      (or any one or more Predecessor Environmental Control Bonds) effected by any
      payments made on any Payment Date shall be binding upon all future Holders
      of
      this Tranche [ ] Environmental Control Bond and of any Tranche [ ] Environmental
      Control Bond issued upon the registration of transfer hereof or in exchange
      hereof or in lieu hereof, whether or not noted hereon. If funds are expected
      to
      be available, as provided in the Indenture, for payment in full of the then
      remaining unpaid principal amount of this Tranche [ ] Environmental Control
      Bond
      on a Payment Date, then the Indenture Trustee, in the name of and on behalf
      of
      the Issuer, will notify the Person who was the Registered Holder hereof as
      of
      the second preceding Record Date to such Payment Date by notice mailed no later
      than ten days prior to such final Payment Date and shall specify that such
      final
      installment will be payable to the Registered Holder hereof as of the Record
      Date immediately preceding such final Payment Date and only upon presentation
      and surrender of this Tranche [ ] Environmental Control Bond and shall specify
      the place where this Tranche [ ] Environmental Control Bond may be presented
      and
      surrendered for payment of such installment.

     

    The
      Issuer shall pay interest on overdue installments of interest on this Tranche
      [
      ] Environmental Control Bond at the Tranche [ ] Bond Rate to the extent lawful
      in accordance with Section 2.08(c) of the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Tranche [ ] Environmental Control Bond may be registered
      in
      the Bond Register upon surrender of this Tranche [ ] Environmental Control
      Bond
      for registration of transfer at the office or agency designated by the Issuer
      pursuant to the Indenture, duly endorsed 

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    by,
      or accompanied by a written instrument of
      transfer in form satisfactory to the Indenture Trustee duly executed by the
      Holder hereof or his attorney duly authorized in writing, with such signature
      guaranteed by an Eligible Guarantor Institution, and thereupon one or more
      new
      Tranche [ ] Environmental Control Bonds of any Authorized Initial
      Denominations and in the same aggregate initial principal amount will be issued
      to the designated transferee or transferees. No service charge will be charged
      for any registration of transfer or exchange of this Tranche [ ] Environmental
      Control Bond, but the transferor may be required to pay a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any registration of transfer or exchange.

     

    Each
      Tranche [ ] Environmental Control Bondholder, by acceptance of a Tranche [
      ]
      Environmental Control Bond, covenants and agrees that no recourse may be taken,
      directly or indirectly, with respect to the obligations of the Issuer or the
      Indenture Trustee on the Tranche [ ] Environmental Control Bonds or under
      the Indenture or any certificate or other writing delivered in connection
      herewith or therewith, against (i) any owner of a beneficial interest in
      the Issuer or (ii) any partner, owner, beneficiary, agent, officer,
      director or employee of the Indenture Trustee, any holder of a beneficial
      interest in the Issuer or the Indenture Trustee or of any successor or assign
      of
      the Indenture Trustee, except as any such Person may have expressly agreed
      (it
      being understood that all of the Indenture Trustee’s obligations are in its
      individual capacity).

     

    Prior
      to
      the due presentment for registration of transfer of this Tranche [ ]
      Environmental Control Bond, the Issuer, the Indenture Trustee and any agent
      of
      the Issuer or the Indenture Trustee may treat the Person in whose name this
      Tranche [ ] Environmental Control Bond is registered (as of the day of
      determination) as the owner hereof for the purpose of receiving payments of
      principal of and premium, if any, and interest on this Tranche [ ] Environmental
      Control Bond and for all other purposes whatsoever, whether or not this Tranche
      [ ] Environmental Control Bond be overdue, and neither the Issuer, the Indenture
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Holders of the Environmental Control Bonds under the Indenture
      at
      any time by the Issuer with the consent of the Holders of Environmental Control
      Bonds representing a majority of the Outstanding Amount of all Environmental
      Control Bonds at the time Outstanding of each Series or Tranche to be affected.
      The Indenture also contains provisions permitting the Holders of Environmental
      Control Bonds representing specified percentages of the Outstanding Amount
      of
      the Environmental Control Bonds of all Series, on behalf of the Holders of
      all
      the Environmental Control Bonds, to waive compliance by the Issuer with certain
      provisions of the Indenture and certain past defaults under the Indenture and
      their consequences. Any such consent or waiver by the Holder of this Tranche
      [ ]
      Environmental Control Bond (or any one of more Predecessor Environmental Control
      Bonds) shall be conclusive and binding upon such Holder and upon all future
      Holders of this Tranche [ ] Environmental Control Bond and of any Tranche [
      ]
      Environmental Control Bond issued upon the registration of transfer hereof
      or in
      exchange hereof or in lieu hereof whether or not notation of such consent or
      waiver is made upon this Tranche [ ] Environmental Control Bond. The Indenture
      also permits the Indenture Trustee to 

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    amend
      or waive certain terms and conditions set forth
      in the Indenture without the consent of Holders of the Environmental Control
      Bonds issued thereunder.

     

    The
      term
“Issuer” as used in this Tranche [ ] Environmental Control Bond includes any
      successor to the Issuer under the Indenture.

     

    The
      Issuer is permitted by the Indenture, under certain circumstances, to merge
      or
      consolidate, subject to the rights of the Indenture Trustee and the Holders
      of
      Environmental Control Bonds under the Indenture.

     

    This
      Tranche [ ] Environmental Control Bonds is an Environmental Control Bond as
      such term is defined in the Statute. Principal and interest due and payable
      on
      this Environmental Control Bond are payable from and secured primarily by
      environmental control property authorized by an order issued by the Public
      Service Commission of the State of West Virginia pursuant to the Statute.
      Environmental control property includes the right to impose, charge, collect
      and
      receive certain non-bypassable charges (defined in the Statute as “environmental
      control charges”) to be included in electric utility bills of all electric
      service retail customers of Monongahela Power Company, a West Virginia electric
      utility doing business as Allegheny Power.

     

    The
      Statute provides that the State of West Virginia pledges to and agrees with
      the
      Environmental Control Bondholders that the State of West Virginia will not
      take
      or permit any action that impairs the value of the Environmental Control
      Property or, except as allowed under subsection (e) of W.Va Code §24-2-4e,
      reduce, alter or impair Environmental Control Charges that are imposed,
      collected and remitted for the benefit of the Environmental Control Bondholders
      until any principal, interest and premium, if any, in respect of the
      Environmental Control Bonds, all financing costs and all amounts to be paid
      to
      any assignee or financing party under an ancillary agreement are paid or
      performed in full.

     

    The
      Tranche [ ] Environmental Control Bonds are issuable only in registered
      form in Authorized Initial Denominations as provided in the Indenture and the
      Supplement, subject to certain limitations therein set forth.

     

    This
      Tranche [ ] Environmental Control Bond, the Indenture and the Supplement shall
      be construed in accordance with the laws of the State of New York, without
      reference to its conflict of law provisions, and the obligations, rights and
      remedies of the parties hereunder and thereunder shall be determined in
      accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Tranche [ ]
      Environmental Control Bond or of the Indenture shall alter or impair the
      obligation of the Issuer, which is absolute and unconditional, to pay the
      principal of and interest on this Tranche [ ] Environmental Control Bond at
      the
      times, place, and rate, and in the coin or currency herein
      prescribed.

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee
      ___________________

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ____________________________________________________________________________________________

    ____________________________________________________________________________________________

    (name
      and
      address of assignee)

     

    the
      within Tranche [ ] Environmental Control Bond and all rights thereunder, and
      hereby irrevocably constitutes and appoints

    
      ____________________________________________________________________________________________
attorney,
      to transfer said Tranche [ ] Environmental Control Bond on the books kept for
      registration thereof, with full power of substitution in the
      premises.

     

     

     

    
      	Dated:
              ____________________ 	 	_____________________________*
	 	 	Signature
              Guaranteed:
	 	 	 
	__________________________ 	 	_____________________________


    

     

    *
      NOTE:
      The signature to this assignment must correspond with the name of the registered
      owner as it appears on the face of the within Tranche [ ] Environmental Control
      Bond in every particular, without alteration, enlargement or any change
      whatsoever.

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

    


    FORM
      OF
      FLOATING RATE ENVIRONMENTAL CONTROL BONDS


    
       

      
        	REGISTERED	 	
                $[        
                  ]

              
	No.
                ________	 	 


      

    

    
    

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    CUSIP
      NO.
      ________

     

    THE
      PRINCIPAL OF THIS SERIES [ ], TRANCHE [ ] ENVIRONMENTAL CONTROL BOND (“TRANCHE [
      ] ENVIRONMENTAL CONTROL BONDS”) WILL BE PAID IN INSTALLMENTS AS SET FORTH
      HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE [ ]
      ENVIRONMENTAL CONTROL BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON
      THE
      FACE HEREOF. THE HOLDER OF THIS TRANCHE [ ] ENVIRONMENTAL CONTROL BOND HEREBY
      COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER
      THE TERMINATION OF THE INDENTURE, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY
      OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER OR ANY OF ITS MANAGERS OR
      MEMBERS ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
      PROCEEDINGS OR OTHER PROCEEDING UNDER ANY UNITED STATES FEDERAL OR STATE
      BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING
      TO THE ENVIRONMENTAL CONTROL BONDS, THE INDENTURE OR ANY OF THE BASIC DOCUMENTS,
      SUBJECT TO THE RIGHT OF A CIRCUIT COURT OF THE STATE OF WEST VIRGINIA TO ORDER
      SEQUESTRATION AND PAYMENT OF REVENUES ARISING WITH RESPECT TO THE ENVIRONMENTAL
      CONTROL PROPERTY.
      TRANSFERS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND SHALL BE LIMITED TO
      TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
      NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND
      SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
      FORTH
      IN THE INDENTURE.

     

    MP
      ENVIRONMENTAL FUNDING LLC

     

    ENVIRONMENTAL
      CONTROL BONDS, SERIES [ ], TRANCHE [ ].

     

    
      	
              Bond

              Rate

            	 	
              Initial
                Principal

              Amount

            	 	
              Expected
                Final

              Payment
                Date

            	 	
              Final
                Maturity Date

            
	 	 	 	 	 	 	 
	
              LIBOR
                + [      ]%

            	 	
              $[     
                ]

            	 	
              [     
                ], [      ]

            	 	
              [     
                ], [     
]

            


    

     

    MP
      Environmental Funding LLC, a limited liability company organized and existing
      under the laws of the State of Delaware (herein referred to as the “Issuer”),
      for value 

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    received,
      hereby promises to pay to [Cede & Co.],
      the Registered Holder hereof, or registered assigns, the Initial Principal
      Amount shown above in quarterly installments on the Payment Dates (as defined
      below) and in the amounts specified on the reverse hereof or, if less, the
      amounts determined pursuant to Section 8.02(e) of the Indenture, in each year,
      commencing on
      [                         ]
      and ending on or before the Final Maturity Date, to pay the entire unpaid
      principal hereof on the Final Maturity Date and to pay interest, which is a
      floating rate of LIBOR plus [   ]% per annum, on each [ ], [ ], [
      ] and [ ] or if any such day is not a Business Day, the next succeeding Business
      Day (each a “Payment Date”), commencing on [ ] and continuing until the earlier
      of the payment of the principal hereof and the Final Maturity Date, on the
      principal amount of this Tranche [ ] Environmental Control Bond outstanding
      on
      such Payment Date, after giving effect to any payment of principal on such
      Payment Date. For the Payment Date on [initial Payment Date], interest will
      be
      computed as to the sum of [include details of calculation of interest to be
      paid
      on initial Payment Date]. For each succeeding Payment Date, interest will be
      computed on the actual number of days since the preceding Payment Date to,
      but
      excluding, the current Payment Date, divided by 360, multiplied by LIBOR plus
      [  ]%, multiplied by the Outstanding Amount of the Tranche [ ]
      Environmental Control Bonds as of the close of business on the preceding Payment
      Date after giving effect to all payments of principal made to the Holders of
      the
      Tranche [ ] Environmental Control Bonds on such preceding Payment Date.
      [The termination of the Tranche [ ] Swap Agreement shall not affect the
      amount of interest paid on the Tranche [ ] Environmental Control Bonds.
      Interest on this Tranche [     ] Environmental Control
      Bond will accrue for each Payment Date from and including the most recent
      Payment Date on which interest has been paid to but excluding such Payment
      Date
      or, if no interest has yet been paid, from [ ]. Such principal of and interest
      on this Tranche [ ] Environmental Control Bond shall be paid in the manner
      specified on the reverse hereof.

     

    The
      principal of and interest on this Tranche [ ] Environmental Control Bond are
      payable in such coin or currency of the United States of America as at the
      time
      of payment is legal tender for payment of public and private debts. All payments
      made by the Issuer with respect to this Tranche [ ] Environmental Control Bond
      shall be applied first to interest due and payable on this Tranche [ ]
      Environmental Control Bond as provided above and then to the unpaid principal
      of
      and premium, if any, on this Tranche [ ] Environmental Control Bond, all in
      the
      manner set forth in Section 8.02(e) of the Indenture.

     

    Reference
      is made to the further provisions of this Tranche [ ] Environmental Control
      Bond
      set forth on the reverse hereof, which shall have the same effect as though
      fully set forth on the face of this Tranche [ ] Environmental Control
      Bond.

     

    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual signature, this Tranche [ ]
      Environmental Control Bond shall not be entitled to any benefit under the
      Indenture referred to on the reverse hereof, or be valid or obligatory for
      any
      purpose.

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
      or
      in facsimile, by an Authorized Officer of the Issuer.

     

    Date:

     

    
      	 	 	 
	 	MP
              ENVIRONMENTAL FUNDING LLC
	 
 	 
 	 
 
	 	By:  	 
	 	
              
    
              Name:
	 	    
              Title:


    

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    Dated:
      ___________________________

     

    This
      is
      one of the [Floating Rate Tranche] of the Series [ ] Environmental Control
      Bonds, designated above and referred to in the within-mentioned
      Indenture.

    
       

      
        	 	 	 
	 	
                U.S.
                  BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
                  as
                  Indenture
                  Trustee on behalf of theEnvironmental
                  Control Bondholders,

              
	 
 	 
 	
                
 

              
	 	by 	 
	 	
                
    
                Authorized Signatory
	 	    
                


      

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

    

     

    [REVERSE
      OF ENVIRONMENTAL CONTROL BOND]

     

    This
      Series [ ], Tranche [ ] Environmental Control Bond is one of a duly
      authorized issue of Environmental Control Bonds of the Issuer, designated as
      its
      Environmental Control Bonds (herein called the “Environmental Control Bonds”),
      issued and to be issued in one or more Series, which Series are issuable in
      one
      or more Tranches, and this Series [ ] Environmental Control Bond, in which
      this Tranche [ ] Environmental Control Bond represents an interest, consists
      of
      [ ] Tranches, including the Tranche [ ] Environmental Control Bonds (herein
      called the “Tranche [ ] Environmental Control Bonds”), all issued and to be
      issued under an indenture dated as of [ ], and a series supplement thereto
      dated
      as of [ ] (such series supplement, as supplemented or amended, the “Supplement”
and, collectively with such indenture, as supplemented or amended, the
“Indenture”), each between the Issuer and [ ], as Indenture Trustee (the
“Indenture Trustee”, which term includes any successor Indenture Trustee under
      the Indenture), to which Indenture and all indentures supplemental thereto
      reference is hereby made for a statement of the related Series Collateral
      property pledged, the nature and extent of the security, the respective rights,
      obligations and immunities thereunder of the Issuer, the Indenture Trustee
      and
      the Holders of the Environmental Control Bonds and the terms and conditions
      under which additional Environmental Control Bonds may be issued. All terms
      used
      in this Tranche [ ] Environmental Control Bond that are defined in the
      Indenture, as supplemented or amended, shall have the meanings assigned to
      them
      in the Indenture.

     

    The
      Tranche [ ] Environmental Control Bond, the other Tranches of Series
      [ ] Environmental Control Bonds and any other Series of Environmental
      Control Bonds issued by the Issuer are and will be equally and ratably secured
      by the related Series Collateral pledged as security therefor as provided in
      the
      Indenture.

     

    The
      principal of this Tranche [ ] Environmental Control Bond shall be payable in
      installments on each Payment Date specified in the Expected Sinking Fund
      Schedule only to the extent that amounts in the related Collection Account
      are
      available therefor, and only until the outstanding principal balance thereof
      on
      such Payment Date (after giving effect to all payments of principal, if any,
      made on such Payment Date) has been reduced to the principal balance specified
      in the Expected Sinking Fund Schedule which is attached to the Supplement as
      Schedule A, unless payable earlier because an Event of Default (other than
      an
      Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
      and be continuing and the Indenture Trustee or the Holders of Environmental
      Control Bonds representing not less than a majority of the Outstanding Amount
      of
      the Environmental Control Bonds of all Series have declared the Environmental
      Control Bonds to be immediately due and payable in accordance with Section
      5.02
      of the Indenture. However, actual principal payments may be made in lesser
      than
      expected amounts and at later than expected times as determined pursuant to
      Section 8.02(e) of the Indenture. The entire unpaid principal amount of this
      Tranche [ ] Environmental Control Bond shall be due and payable on the Final
      Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal
      amount of the Environmental Control Bonds shall become immediately due and
      payable, if not then previously paid, after an Event of Default (other than
      an
      Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
      and be continuing and the Indenture Trustee or the Holders of the Environmental
      Control Bonds representing not less than a majority of the Outstanding Amount
      of
      the Environmental Control Bonds have declared the Environmental Control Bonds
      to
      be immediately due and payable in the manner provided in 

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

     

    Section
      5.02 of the Indenture. All principal payments
      on the Tranche [ ] Environmental Control Bonds shall be made pro rata to
      the Tranche [ ] Environmental Control Bondholders entitled thereto based on
      the
      respective principal amounts of the Tranche [ ] Environmental Control Bonds
      held by them.

     

    Payments
      of interest on this Tranche [ ] Environmental Control Bond due and payable
      on
      each Payment Date, together with the installment of principal or premium, if
      any, due on this Tranche [ ] Environmental Control Bond on such Payment Date
      shall be made by check mailed first-class, postage prepaid, to the Person whose
      name appears as the Registered Holder of this Tranche [ ] Environmental Control
      Bond (or one or more Predecessor Environmental Control Bonds) in the Bond
      Register as of the close of business on the applicable Record Date or Special
      Record Date or in such other manner as may be provided in the Indenture or
      the
      Supplement except that (i) upon application to the Indenture Trustee by any
      Holder owning Environmental Control Bonds of any tranche in the principal amount
      of $10,000,000 or more not later than the applicable Record Date payment will
      be
      made by wire transfer to an account maintained by such Holder; (ii) with
      respect to Environmental Control Bonds registered as of the close of business
      on
      the applicable Record Date or Special Record Date in the name of the nominee
      of
      the Clearing Agency, payments will be made by wire transfer in immediately
      available funds to the account designated by such nominee; and (iii) with
      respect to the final installment of principal and premium, if any, payable
      with
      respect to such Environmental Control Bond on a Payment Date, such amounts
      shall
      be payable as provided below. Such checks shall be mailed to the Person entitled
      thereto at the address of such Person as it appears in the Bond Register as
      of
      the applicable Record Date or Special record Date without requiring that this
      Tranche [ ] Environmental Control Bond be submitted for notation of payment.
      Any
      reduction in the principal amount of this Tranche [ ] Environmental Control
      Bond
      (or any one or more Predecessor Environmental Control Bonds) effected by any
      payments made on any Payment Date shall be binding upon all future Holders
      of
      this Tranche [ ] Environmental Control Bond and of any Tranche [ ] Environmental
      Control Bond issued upon the registration of transfer hereof or in exchange
      hereof or in lieu hereof, whether or not noted hereon. If funds are expected
      to
      be available, as provided in the Indenture, for payment in full of the then
      remaining unpaid principal amount of this Tranche [ ] Environmental Control
      Bond
      on a Payment Date, then the Indenture Trustee, in the name of and on behalf
      of
      the Issuer, will notify the Person who was the Registered Holder hereof as
      of
      the second preceding Record Date to such Payment Date by notice mailed no later
      than ten days prior to such final Payment Date and shall specify that such
      final
      installment will be payable to the Registered Holder hereof as of the Record
      Date immediately preceding such final Payment Date and only upon presentation
      and surrender of this Tranche [ ] Environmental Control Bond and shall specify
      the place where this Tranche [ ] Environmental Control Bond may be presented
      and
      surrendered for payment of such installment.

     

    The
      Issuer shall pay interest on overdue installments of interest on this Tranche
      [
      ] Environmental Control Bond at the Tranche [ ] Bond Rate to the extent lawful
      in accordance with Section 2.08(c) of the Indenture.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Tranche [ ] Environmental Control Bond may be registered
      in
      the Bond Register upon surrender of this Tranche [ ] Environmental Control
      Bond
      for registration of 

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

    transfer
      at the office or agency designated by the
      Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
      instrument of transfer in form satisfactory to the Indenture Trustee duly
      executed by the Holder hereof or his attorney duly authorized in writing, with
      such signature guaranteed by an Eligible Guarantor Institution, and thereupon
      one or more new Tranche [ ] Environmental Control Bonds of any Authorized
      Initial Denominations and in the same aggregate initial principal amount will
      be
      issued to the designated transferee or transferees. No service charge will
      be
      charged for any registration of transfer or exchange of this Tranche [ ]
      Environmental Control Bond, but the transferor may be required to pay a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection with any registration of transfer or exchange.

     

    Each
      Tranche [ ] Environmental Control Bondholder, by acceptance of a Tranche [
      ]
      Environmental Control Bond, covenants and agrees that no recourse may be taken,
      directly or indirectly, with respect to the obligations of the Issuer or the
      Indenture Trustee on the Tranche [ ] Environmental Control Bonds or under
      the Indenture or any certificate or other writing delivered in connection
      herewith or therewith, against (i) any owner of a beneficial interest in
      the Issuer or (ii) any partner, owner, beneficiary, agent, officer,
      director or employee of the Indenture Trustee, any holder of a beneficial
      interest in the Issuer or the Indenture Trustee or of any successor or assign
      of
      the Indenture Trustee, except as any such Person may have expressly agreed
      (it
      being understood that all of the Indenture Trustee’s obligations are in its
      individual capacity).

     

    Prior
      to
      the due presentment for registration of transfer of this Tranche [ ]
      Environmental Control Bond, the Issuer, the Indenture Trustee and any agent
      of
      the Issuer or the Indenture Trustee may treat the Person in whose name this
      Tranche [ ] Environmental Control Bond is registered (as of the day of
      determination) as the owner hereof for the purpose of receiving payments of
      principal of and premium, if any, and interest on this Tranche [ ] Environmental
      Control Bond and for all other purposes whatsoever, whether or not this Tranche
      [ ] Environmental Control Bond be overdue, and neither the Issuer, the Indenture
      Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Holders of the Environmental Control Bonds under the Indenture
      at
      any time by the Issuer with the consent of the Holders of Environmental Control
      Bonds representing a majority of the Outstanding Amount of all Environmental
      Control Bonds at the time Outstanding of each Series or Tranche to be affected.
      The Indenture also contains provisions permitting the Holders of Environmental
      Control Bonds representing specified percentages of the Outstanding Amount
      of
      the Environmental Control Bonds of all Series, on behalf of the Holders of
      all
      the Environmental Control Bonds, to waive compliance by the Issuer with certain
      provisions of the Indenture and certain past defaults under the Indenture and
      their consequences. Any such consent or waiver by the Holder of this Tranche
      [ ]
      Environmental Control Bond (or any one of more Predecessor Environmental Control
      Bonds) shall be conclusive and binding upon such Holder and upon all future
      Holders of this Tranche [ ] Environmental Control Bond and of any Tranche [
      ]
      Environmental Control Bond issued upon the registration of transfer hereof
      or in
      exchange hereof or in lieu hereof whether or not notation of such consent or
      waiver is made upon this Tranche [ ] Environmental Control Bond. The Indenture
      also permits the Indenture Trustee to 

     

    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    

     

    amend
      or waive certain terms and conditions set forth
      in the Indenture without the consent of Holders of the Environmental Control
      Bonds issued thereunder.

     

    The
      term
“Issuer” as used in this Tranche [ ] Environmental Control Bond includes any
      successor to the Issuer under the Indenture.

     

    The
      Issuer is permitted by the Indenture, under certain circumstances, to merge
      or
      consolidate, subject to the rights of the Indenture Trustee and the Holders
      of
      Environmental Control Bonds under the Indenture.

     

    This
      Tranche [ ] Environmental Control Bonds is an Environmental Control Bond as
      such term is defined in the Statute. Principal and interest due and payable
      on
      this Environmental Control Bond are payable from and secured primarily by
      environmental control property authorized by an order issued by the Public
      Service Commission of the State of West Virginia pursuant to the Statute.
      Environmental control property includes the right to impose, charge, collect
      and
      receive certain non-bypassable charges (defined in the Statute as “environmental
      control charges”) to be included in electric utility bills of all electric
      service retail customers of Monongahela Power Company, a West Virginia electric
      utility doing business as Allegheny Power.

     

    The
      Statute provides that the State of West Virginia pledges to and agrees with
      the
      Environmental Control Bondholders that the State of West Virginia will not
      take
      or permit any action that impairs the value of the Environmental Control
      Property or, except as allowed under subsection (e) of W.Va Code §24-2-4e,
      reduce, alter or impair Environmental Control Charges that are imposed,
      collected and remitted for the benefit of the Environmental Control Bondholders
      until any principal, interest and premium, if any, in respect of the
      Environmental Control Bonds, all financing costs and all amounts to be paid
      to
      any assignee or financing party under an ancillary agreement are paid or
      performed in full.

     

    The
      Tranche [ ] Environmental Control Bonds are issuable only in registered
      form in Authorized Initial Denominations as provided in the Indenture and the
      Supplement, subject to certain limitations therein set forth.

     

    This
      Tranche [ ] Environmental Control Bond, the Indenture and the Supplement shall
      be construed in accordance with the laws of the State of New York, without
      reference to its conflict of law provisions, and the obligations, rights and
      remedies of the parties hereunder and thereunder shall be determined in
      accordance with such laws.

     

    No
      reference herein to the Indenture and no provision of this Tranche [ ]
      Environmental Control Bond or of the Indenture shall alter or impair the
      obligation of the Issuer, which is absolute and unconditional, to pay the
      principal of and interest on this Tranche [ ] Environmental Control Bond at
      the
      times, place, and rate, and in the coin or currency herein
      prescribed.

     

    
      
        
        

      

      
        B-8

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

     

    Social
      Security or taxpayer I.D. or other identifying number of assignee
      ___________________

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ____________________________________________________________________________________________
      
      ____________________________________________________________________________________________

    

    (name
      and
      address of assignee)

     

    the
      within Tranche [ ] Environmental Control Bond and all rights thereunder, and
      hereby irrevocably constitutes and appoints

    ____________________________________________________________________________________________

    attorney,
      to transfer said Tranche [ ] Environmental Control Bond on the books kept for
      registration thereof, with full power of substitution in the
      premises.

    
       

      
        	Dated:
                ____________________ 	 	_____________________________*
	 	 	Signature
                Guaranteed:
	 	 	 
	__________________________ 	 	_____________________________


      

       

    

    *
      NOTE:
      The signature to this assignment must correspond with the name of the registered
      owner as it appears on the face of the within Tranche [ ] Environmental Control
      Bond in every particular, without alteration, enlargement or any change
      whatsoever.

     

    
      
        
        

      

      
        B-9