Unassociated Document


     

    Exhibit
      4.1

     

     

    

      PE
        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

              
	
                SECTION
                  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

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                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

              
	
                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

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                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

              
	
                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

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      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

              


      

      


      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, Potomac Edison, 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 PE 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:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      ARTICLE
        I

       

      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

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        II

       

      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

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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;

       

      
        
          
          

        

        
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      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,

       

      
        
          
          

        

        
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      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 PER 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

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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. 

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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.

       

      ARTICLE
        III

       

      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

       

      
        
          
          

        

        
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      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;

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      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);

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      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, Potomac Edison 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;

       

      
        
          
          

        

        
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      (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;

       

      
        
          
          

        

        
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      (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, PE 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 PE 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

       

      
        
          
          

        

        
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      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 what

       

      
        
          
          

        

        
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      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;

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      “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.

       

      
        
          
          

        

        
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      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.

       

      ARTICLE
        IV

       

      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

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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.

       

      ARTICLE
        V

       

      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

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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;

       

      
        
          
          

        

        
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      (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):

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      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.

       

      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.

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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.

       

      ARTICLE
        VI

       

      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

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      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;

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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)  Notwithstanding
        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.

       

      
        
          
          

        

        
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      (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,

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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.

       

      ARTICLE
        VII

       

      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;

       

      
        
          
          

        

        
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      (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.

       

      ARTICLE
        VIII

       

      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

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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;

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

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

       

      ARTICLE
        IX

       

      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;

       

      
        
          
          

        

        
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      (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

       

      
        
          
          

        

        
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      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;

       

      
        
          
          

        

        
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      (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, Potomac Edison 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

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      (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.

       

      
        
          
          

        

        
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      ARTICLE
        X

       

      [RESERVED]

       

      ARTICLE
        XI

       

      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

       

      
        
          
          

        

        
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      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

       

      
        
          
          

        

        
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      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, Potomac Edison, 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: PE 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)    Potomac
        Edison 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 Potomac Edison, doing business
        as
        Allegheny Power, [Address], Attention: [___________], or at any other address
        previously furnished in writing to the Indenture Trustee by Potomac Edison.
        Potomac Edison 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

       

      
        
          
          

        

        
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      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.

       

      
        	 	
                PE
                  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 PER 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 Potomac Edison 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 PER 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

       

      
        
          
          

        

        
          A-13

          
            

          

        

        
          
          

        

      

       

      consent
        by such Person to the entry of an order for relief in an involuntary case
        under
        any such law, or the 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
        PE 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 PER 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
        PE 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.

       

      “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.

       

      “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.

       

      
        
          
          

        

        
          A-15

          
            

          

        

        
          
          

        

      

       

      “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,
        Potomac Edison, 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;

       

      (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

       

      
        
          
          

        

        
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      (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.

       

      “PER
        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.

       

      “PER
        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.

       

      “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.

       

      “Potomac
        Edison”
means
        The Potomac Edison Company, a Maryland and Virginia corporation.

       

      “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.

       

      
        
          
          

        

        
          A-18

          
            

          

        

        
          
          

        

      

       

      “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.

       

      “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.

       

      
        
          
          

        

        
          A-19

          
            

          

        

        
          
          

        

      

       

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

       

      “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.

       

      
        
          
          

        

        
          A-20

          
            

          

        

        
          
          

        

      

       

      “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 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
        PE 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.

       

      
        
          
          

        

        
          A-21

          
            

          

        

        
          
          

        

      

       

      “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.

       

      “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.

       

      
        
          
          

        

        
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      “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
        The Potomac Edison 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
        The Potomac Edison 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.

       

      
        
          
          

        

        
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        APPENDIX B

         

        FORM
          OF
          SERIES SUPPLEMENT

         

        [SEE
          ATTACHED]

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        APPENDIX
          B

        


        FORM
          OF SERIES SUPPLEMENT


         

        
          
            

          



         

        PE
          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 PE
          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.

         

        
          	 	
                  PE
                    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.

         

        PE
          ENVIRONMENTAL FUNDING LLC

         

        ENVIRONMENTAL
          CONTROL BONDS, SERIES [    ], TRANCHE [   
].

         

        
          	
                  Bond

                  Rate

                	
                  Initial
                    Principal

                  Amount

                	
                  Expected
                    Final

                  Payment
                    Date

                	
                  Final
                    Maturity 

                  Date

                
	 	 	 	 
	
                  [    ]%

                	
                  $[    ]

                	
                  [    ],
                    [    ]

                	
                  [    ],
                    [    ]

                


        

         

        PE
          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:

         

        
          	 	
                  PE
                    ENVIRONMENTAL FUNDING LLC

                   

                   

                
	 	
                  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 The Potomac Edison 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.

         

        PE
          ENVIRONMENTAL FUNDING LLC

         

        ENVIRONMENTAL
          CONTROL BONDS, SERIES [   ], TRANCHE [   ].

         

        
          	
                  Bond

                  Rate

                	
                  Initial
                    Principal

                  Amount

                	
                  Expected
                    Final

                  Payment
                    Date

                	
                  Final
                    Maturity Date

                
	 	 	 	 
	
                  LIBOR
                    + [      ]%

                	
                  $[      ]

                	
                  [     ],
                    [     ]

                	
                  [     ],
                    [     ]

                


        

         

        PE
          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:

         

        
          	 	
                  PE
                    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 the Environmental
                    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 The Potomac Edison 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