exh10-1.htm


     

    Exhibit
      10.1

     

    
       

      FORM
        OF

       

      RATE
        STABILIZATION PROPERTY PURCHASE AND SALE AGREEMENT

       

      by
        and between

       

      RSB
        BONDCO LLC,

       

      Issuer

       

      and

       

      BALTIMORE
        GAS AND ELECTRIC COMPANY,

       

      Seller

       

       

       

      Dated
        as of ________ __, 2007

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

       

      Page

       

      
        	
                 ARTICLE
                  I

                DEFINITIONS

              	 
	 	 	 
	
                SECTION
                  1.01.

              	
                Definitions

              	
                1

              
	
                SECTION
                  1.02.

              	
                Other
                  Definitional Provisions

              	
                1

              
	 	 	 
	
                 ARTICLE
                  II

                CONVEYANCE
                  OF RATE STABILIZATION PROPERTY

              	 
	 	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Initial Rate Stabilization Property

              	
                2

              
	
                SECTION
                  2.02.

              	
                Conveyance
                  of Subsequent Rate Stabilization Property

              	
                2

              
	
                SECTION
                  2.03.

              	
                Conditions
                  to Conveyance of Rate Stabilization Property

              	
                3

              
	 	 	 
	
                 ARTICLE
                  III

                REPRESENTATIONS
                  AND WARRANTIES OF SELLER

              	 
	 	 	 
	
                SECTION
                  3.01.

              	
                Organization
                  and Good Standing

              	
                4

              
	
                SECTION
                  3.02.

              	
                Due
                  Qualification

              	
                5

              
	
                SECTION
                  3.03.

              	
                Power
                  and Authority

              	
                5

              
	
                SECTION
                  3.04.

              	
                Binding
                  Obligation

              	
                5

              
	
                SECTION
                  3.05.

              	
                No
                  Violation

              	
                5

              
	
                SECTION
                  3.06.

              	
                No
                  Proceedings

              	
                5

              
	
                SECTION
                  3.07.

              	
                Approvals

              	
                6

              
	
                SECTION
                  3.08.

              	
                The
                  Rate Stabilization Property

              	
                6

              
	
                SECTION
                  3.09.

              	
                Limitations
                  on Representations and Warranties

              	
                10

              
	 	 	 
	
                 ARTICLE
                  IV

                COVENANTS
                  OF THE SELLER

              	 
	 	 	 
	
                SECTION
                  4.01.

              	
                Existence

              	
                10

              
	
                SECTION
                  4.02.

              	
                No
                  Liens

              	
                10

              
	
                SECTION
                  4.03.

              	
                Delivery
                  of Collections

              	
                10

              
	
                SECTION
                  4.04.

              	
                Notice
                  of Liens

              	
                11

              
	
                SECTION
                  4.05.

              	
                Compliance
                  with Law

              	
                11

              
	
                SECTION
                  4.06.

              	
                Covenants
                  Related to Rate Stabilization Bonds and Rate Stabilization
                  Property

              	
                11

              
	
                SECTION
                  4.07.

              	
                Protection
                  of Title

              	
                12

              
	
                SECTION
                  4.08.

              	
                Nonpetition
                  Covenants

              	
                13

              
	
                SECTION
                  4.09.

              	
                Taxes

              	
                13

              
	
                SECTION
                  4.10.

              	
                Issuance
                  Advice Letter

              	
                13

              
	
                SECTION
                  4.11.

              	
                Tariff

              	
                13

              


      

       

      
        
          
          

        

        
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                SECTION
                  4.12.

              	
                Notice
                  of Breach to Rating Agencies, Etc.

              	
                14

              
	
                SECTION
                  4.13.

              	
                Use
                  of Proceeds

              	
                14

              
	
                SECTION
                  4.14.

              	
                Further
                  Assurances

              	
                14

              
	 	 	 
	
                 ARTICLE
                  V

                THE
                  SELLER

              	 
	 	 	 
	
                SECTION
                  5.01.

              	
                Liability
                  of Seller; Indemnities

              	
                14

              
	
                SECTION
                  5.02.

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

              	
                16

              
	
                SECTION
                  5.03.

              	
                Limitation
                  on Liability of Seller and Others

              	
                17

              
	 	 	 
	
                 ARTICLE
                  VI

                MISCELLANEOUS
                  PROVISIONS

              	 
	 	 	 
	
                SECTION
                  6.01.

              	
                Amendment

              	
                17

              
	
                SECTION
                  6.02.

              	
                Reserved

              	
                17

              
	
                SECTION
                  6.03.

              	
                Notices

              	
                17

              
	
                SECTION
                  6.04.

              	
                Assignment

              	
                18

              
	
                SECTION
                  6.05.

              	
                Limitations
                  on Rights of Third Parties

              	
                18

              
	
                SECTION
                  6.06.

              	
                Severability

              	
                18

              
	
                SECTION
                  6.07.

              	
                Separate
                  Counterparts

              	
                19

              
	
                SECTION
                  6.08.

              	
                Headings

              	
                19

              
	
                SECTION
                  6.09.

              	
                Governing
                  Law

              	
                19

              
	
                SECTION
                  6.10.

              	
                Assignment
                  to Indenture Trustee

              	
                19

              
	
                SECTION
                  6.11.

              	
                Limitation
                  of Liability

              	
                19

              
	
                SECTION
                  6.12.

              	
                Waivers

              	
                19

              


      

      


      


      EXHIBITS

       

      
        	
                Exhibit
                  A

              	
                Form
                  of Bill of Sale

              


      

      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      This
        RATE
        STABILIZATION PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”),
        dated as of ________ __, 2007, is between RSB BONDCO LLC, a Delaware limited
        liability company (the “Issuer”), and BALTIMORE GAS AND ELECTRIC COMPANY,
        a Maryland corporation (together with its successors in interest to the extent
        permitted hereunder, the “Seller”).

       

      RECITALS

       

      WHEREAS,
        the Issuer desires to purchase from time to time the Rate Stabilization Property
        created pursuant to the Rate Stabilization Law;

       

      WHEREAS,
        the Seller is willing to sell from time to time the Rate Stabilization Property
        to the Issuer;

       

      WHEREAS,
        the Issuer, in order to finance the purchase of the Transferred Rate
        Stabilization Property, will from time to time issue one or more Series of
        Rate
        Stabilization Bonds under the Indenture; and

       

      WHEREAS,
        the Issuer, to secure its obligations under the Rate Stabilization Bonds
        of each
        Series and the Indenture, will pledge, among other things, all right, title
        and
        interest of the Issuer in and to the Transferred Rate Stabilization Property
        and
        this Agreement to the Indenture Trustee for the benefit of the Secured
        Parties.

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants herein
        contained, the parties hereto agree as follows:

       

      ARTICLE
        I

      DEFINITIONS

       

      SECTION
        1.01.  Definitions.  Unless
        otherwise defined herein, capitalized terms used herein shall have the meanings
        assigned to them in that certain Indenture (including Appendix A thereto)
        dated as of the date hereof between the Issuer and _________, a _________
        banking corporation, in its capacity as indenture trustee (the “Indenture
        Trustee”) and in its separate capacity as a securities intermediary (the
“Securities Intermediary”), as the same may be amended, restated,
        supplemented or otherwise modified from time to time.

       

      SECTION
        1.02.  Other
        Definitional Provisions.

       

      (a)           All
        terms defined in this Agreement shall have the defined meanings when used
        in any
        certificate or other document made or delivered pursuant hereto unless otherwise
        defined therein.

       

      (b)           The
        words “hereof,” “herein,” “hereunder” and words of similar import, when used in
        this Agreement, shall refer to this Agreement as a whole and not to any
        particular provision of this Agreement; Section, Schedule and Exhibit references
        contained in this Agreement are references to Sections, Schedules and Exhibits
        in or to this Agreement unless otherwise specified; and the term “including”
shall mean “including without limitation”.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c)           The
        definitions contained in this Agreement are applicable to the singular as
        well
        as the plural forms of such terms.

       

      ARTICLE
        II

      CONVEYANCE
        OF RATE STABILIZATION PROPERTY

       

      SECTION
        2.01.  Conveyance
        of Initial Rate Stabilization Property.  (a) In consideration of
        the Issuer’s delivery to or upon the order of the Seller of $_______, subject to
        the conditions specified in Section 2.03, the Seller does hereby
        irrevocably sell, transfer, assign, set over and otherwise convey to the
        Issuer,
        without recourse or warranty, except as set forth herein, all right, title
        and
        interest of the Seller in and to the Initial Rate Stabilization Property
        (such
        sale, transfer, assignment, setting over and conveyance of the Initial Rate
        Stabilization Property includes, to the fullest extent permitted by the Rate
        Stabilization Law, the right to impose, collect and receive Qualified Rate
        Stabilization Charges and the assignment of all revenues, collections, claims,
        rights, payments, money or proceeds of or arising from the Qualified Rate
        Stabilization Charges related to the Initial Rate Stabilization Property,
        as the
        same may be adjusted from time to time).  Such sale, transfer,
        assignment, setting over and conveyance is hereby expressly stated to be
        a sale
        and, pursuant to Section 7-539 of the Rate Stabilization Law, shall be treated
        as an absolute transfer of all of the Seller’s right, title and interest in and
        to (as in a true sale), and not as a pledge or other financing of, the Initial
        Rate Stabilization Property. The Seller and the Issuer agree that after giving
        effect to the sale, transfer, assignment, setting over and conveyance
        contemplated hereby the Seller has no right, title or interest in or to the
        Initial Rate Stabilization Property to which a security interest could attach
        because (i) it has sold, transferred, assigned, set over and conveyed all
        right,
        title and interest in and to the Initial Rate Stabilization Property to the
        Issuer, and (ii) as provided in Section 7-542 of the Rate Stabilization Law,
        appropriate notice has been filed and such transfer is perfected against
        all
        third parties, including subsequent judicial or other lien
        creditors.  If such sale, transfer, assignment, setting over and
        conveyance is held by any court of competent jurisdiction not to be a true
        sale
        as provided in Section 7-539 of the Rate Stabilization Law, then such sale,
        transfer, assignment, setting over and conveyance shall be treated as a pledge
        of such Initial Rate Stabilization Property and as the creation of a security
        interest (within the meaning of the Rate Stabilization Law and the UCC) in
        the
        Initial Rate Stabilization Property and, without prejudice to its position
        that
        it has absolutely transferred all of its rights in the Initial Rate
        Stabilization Property to the Issuer, the Seller hereby grants a security
        interest in the Initial Rate Stabilization Property to the Issuer (and, to
        the
        extent necessary to qualify the grant as a security interest under the Rate
        Stabilization Law and the UCC, to the Indenture Trustee for the benefit of
        the
        Secured Parties to secure the right of the Issuer under the Basic Documents
        to
        receive the Qualified Rate Stabilization Charges and all other Initial Rate
        Stabilization Property).

       

      (b)           Subject
        to Section 2.03, the Issuer does hereby purchase the Initial Rate
        Stabilization Property from the Seller for the consideration set forth in
        Section 2.01(a).

       

      SECTION
        2.02.  Conveyance
        of Subsequent Rate Stabilization Property.  The Seller may from
        time to time offer to sell, transfer, assign, set over and convey Subsequent
        Rate Stabilization Property to the Issuer, subject to the conditions specified
        in Section 2.03.  If any such offer is accepted by the Issuer,
        such Subsequent Rate Stabilization Property shall be, subject to the
        satisfaction or waiver of the conditions specified in Section 2.03, sold,
        transferred,

       

      
        
          
          

        

        
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      assigned,
        set over and conveyed to the Issuer effective on the Subsequent Transfer
        Date
        specified in the related Addition Notice.  The terms of the Bill of
        Sale with respect to such Subsequent Rate Stabilization Property shall be
        binding as if set forth herein.

       

      SECTION
        2.03.  Conditions
        to Conveyance of Rate Stabilization Property.  The obligation of
        the Issuer to purchase Rate Stabilization Property on any Transfer Date shall
        be
        subject to the satisfaction or waiver by the Issuer of each of the following
        conditions:

       

      (i)           on
        or prior to such Transfer Date, the Seller shall have delivered to the Issuer
        a
        duly executed Bill of Sale identifying the Rate Stabilization Property to
        be
        conveyed on that Transfer Date;

       

      (ii)           on
        or prior to such Transfer Date, the Seller shall have received a Qualified
        Rate
        Order creating the Transferred Rate Stabilization Property;

       

      (iii)           as
        of such Transfer Date, the Seller is not insolvent and will not have been
        made
        insolvent by such sale and the Seller is not aware of any pending insolvency
        with respect to itself;

       

      (iv)           as
        of such Transfer Date, the representations and warranties of the Seller set
        forth in this Agreement shall be true and correct with the same force and
        effect
        as if made on such Transfer Date (except to the extent that they relate to
        an
        earlier date); on and as of such Transfer Date, no breach of any covenant
        or
        agreement of the Seller contained in this Agreement has occurred and is
        continuing; and no Servicer Default shall have occurred and be
        continuing;

       

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

       

      (vi)           on
        or prior to such Transfer Date, the Seller shall have taken all action required
        to transfer to the Issuer ownership of the Rate Stabilization Property to
        be
        conveyed on such date, free and clear of all Liens other than Liens created
        by
        the Issuer pursuant to the Basic Documents and to perfect such transfer,
        including, without limitation, filing any statements or filings under the Rate
        Stabilization Law or the UCC; and the Issuer or the Servicer, on behalf of
        the
        Issuer, shall have taken any action required for the Issuer to grant the
        Indenture Trustee a first priority perfected security interest in the Rate
        Stabilization Bond Collateral and maintain such security interest as of such
        date;

       

      (vii)           in
        the case of a sale of Subsequent Rate Stabilization Property only, on or
        prior
        to the Subsequent Transfer Date, the Seller shall have provided the Issuer
        and
        the Rating Agencies with a timely Addition Notice;

       

      (viii)                      the
        Seller shall have delivered to the Rating Agencies and the Issuer any Opinions
        of Counsel required by the Rating Agencies;

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (ix)           the
        Seller shall have received and delivered to the Issuer and the Indenture
        Trustee:  (i) an opinion of outside tax counsel (as selected by the
        Seller, and in form and substance reasonably satisfactory to the Issuer and
        the
        Indenture Trustee) to the effect that the Issuer will not be subject to United
        States federal income tax as an entity separate from its sole owner and that
        the
        Rate Stabilization Bonds will be treated as debt of the Issuer's sole owner
        for
        United States federal income tax purposes, (ii) an opinion of outside tax
        counsel (as selected by the Seller, and in form and substance reasonably
        satisfactory to the Issuer and the Indenture Trustee) or, if the Seller so
        chooses, 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), in either case to the effect that, for United States federal
        income
        tax purposes, the issuance of the Rate Stabilization Bonds will not result
        in
        gross income to the Seller and (iii) in the case of a subsequent issuance
        of
        Rate Stabilization Bonds only, an opinion of outside tax counsel (as selected
        by
        the Seller, and in form and substance reasonably satisfactory to the Issuer
        and
        the Indenture Trustee) to the effect that such issuance will not adversely
        affect the characterization of any then outstanding Rate Stabilization Bonds
        as
        obligations of the Issuer's sole owner.  The opinion of outside tax
        counsel described above may, if the Seller so chooses, be conditioned on
        the
        receipt by the Seller of one or more letter rulings from the Internal Revenue
        Service (unless the Internal Revenue Service has announced that it will not
        rule
        on the issues described in this paragraph) and in rendering such opinion
        outside
        tax counsel shall be entitled to rely on the rulings contained in such letter
        rulings and to rely on the representations made, and information supplied,
        to
        the Internal Revenue Service in connection with such letter
        rulings;

       

      (x)           on
        and as of such Transfer Date, each of the LLC Agreement, the Servicing
        Agreement, the Administration Agreement, this Agreement, the Indenture, any
        issued Qualified Rate Order, any issued Tariff and the Rate Stabilization
        Law
        shall be in full force and effect;

       

      (xi)           the
        Rating Agency Condition shall have been satisfied with respect to any
        outstanding Rate Stabilization Bonds; and

       

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

       

      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES OF SELLER

       

      Subject
        to Section 3.10, the Seller makes the following representations and
        warranties, as of each Transfer Date, and the Seller acknowledges that the
        Issuer has relied thereon in acquiring the Transferred Rate Stabilization
        Property.  The Seller agrees that (i) the Issuer may assign the right
        to enforce the following representations and warranties to the Indenture
        Trustee
        and (ii) the representations and warranties inure to the benefit of the Issuer
        and the Indenture Trustee.

       

      SECTION
        3.01.  Organization and
        Good
        Standing.  The Seller is duly organized and validly existing and
        is in good standing under the laws of the state of its organization, with
        the
        requisite corporate or other power and authority to own its properties as
        such
        properties are currently owned and to conduct its business as such business
        is
        now conducted by it, and has the

       

      
        
          
          

        

        
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      requisite
        corporate or other power and authority to obtain Qualified Rate Orders and
        own,
        sell, assign and transfer the rights and interests under such Qualified Rate
        Orders to the Issuer whereupon (subject to the effectiveness of the related
        Issuance Advice Letter) such rights and interests will become Rate Stabilization
        Property.

       

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

       

      SECTION
        3.03.  Power and
        Authority.  The Seller has the requisite corporate or other power
        and authority to execute and deliver this Agreement and to carry out its
        terms;
        and the execution, delivery and performance of this Agreement have been duly
        authorized by all necessary action on the part of the Seller under its
        organizational or governing documents and laws.

       

      SECTION
        3.04.  Binding
        Obligation.  This Agreement constitutes a legal, valid and binding
        obligation of the Seller enforceable against it in accordance with its terms,
        subject to applicable insolvency, reorganization, moratorium, fraudulent
        transfer and other laws relating to or affecting creditors’ or secured parties’
rights generally from time to time in effect and to general principles of
        equity
        (including concepts of materiality, reasonableness, good faith and fair
        dealing), regardless of whether considered in a proceeding in equity or at
        law.

       

      SECTION
        3.05.  No
        Violation.  The consummation of the transactions contemplated by
        this Agreement and the fulfillment of the terms hereof do not and will not:
        (i)
        conflict with or result in any breach of any of the terms and provisions
        of, nor
        constitute (with or without notice or lapse of time) a default under, the
        Seller’s organizational documents, or any indenture or other agreement or
        instrument to which the Seller is a party or by which it or any of its
        properties is bound; (ii) result in the creation or imposition of any Lien
        upon
        any of the Seller’s properties pursuant to the terms of any such indenture,
        agreement or other instrument (other than any Lien that may be granted in
        the
        Issuer’s favor or any Lien created by the Issuer pursuant to Section 7-542 of
        the Rate Stabilization Law); or (iii) violate any existing law or any existing
        order, rule or regulation applicable to the Seller of any Governmental Authority
        having jurisdiction over the Seller or its properties.

       

      SECTION
        3.06.  No
        Proceedings.  There are no proceedings pending and, to the
        Seller’s knowledge, there are no proceedings threatened and, to the Seller’s
        knowledge, there are no investigations pending or threatened, before any
        Governmental Authority having jurisdiction over the Seller or its properties
        involving or relating to the Seller or the Issuer or, to the Seller’s knowledge,
        any other Person: (i) asserting the invalidity of the Rate Stabilization
        Law,
        any Qualified Rate Order, this Agreement, any of the other Basic Documents
        or
        the Rate Stabilization Bonds of any Series, (ii) seeking to prevent the issuance
        of the Rate Stabilization Bonds of such Series or the consummation of any
        of the
        transactions contemplated by this Agreement or any of the other Basic Documents,
        (iii) seeking any determination or ruling that could reasonably be expected
        to
        materially and adversely affect the performance by the Seller of

       

      
        
          
          

        

        
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      its
        obligations under, or the validity or enforceability of, the Rate Stabilization
        Law, any Qualified Rate Order, this Agreement, any of the other Basic Documents
        or the Rate Stabilization Bonds of any Series or (iv) seeking to adversely
        affect the federal income tax or state income or franchise tax classification
        of
        the Rate Stabilization Bonds of any Series as debt.  No petition for a
        referendum seeking to prevent the Rate Stabilization Law from becoming effective
        or seeking to repeal the Rate Stabilization Law has been filed.

       

      SECTION
        3.07.  Approvals.  Except
        for UCC financing statement filings and other filings under the UCC and the
        Rate
        Stabilization Law, including filings with the Maryland State Department of
        Assessments and Taxation, no approval, authorization, consent, order or other
        action of, or filing with, any Governmental Authority is required in connection
        with the execution and delivery by the Seller of this Agreement, the performance
        by the Seller of the transactions contemplated hereby or the fulfillment
        by the
        Seller of the terms hereof, except those that have been obtained or made
        and
        those that the Seller, in its capacity as Servicer under the Servicing
        Agreement, is required to make in the future pursuant to the Servicing
        Agreement.

       

      SECTION
        3.08.  The
        Transferred Rate Stabilization Property.

       

      (a)           Information.  Subject
        to subsection (f) below, at each Transfer Date, all written information,
        as amended or supplemented from time to time, provided by the Seller to the
        Issuer with respect to the Transferred Rate Stabilization Property (including
        the Expected Amortization Schedule, the Qualified Rate Order and the final
        Issuance Advice Letter relating thereto) is true and correct in all material
        respects.

       

      (b)           Title.  It
        is the intention of the parties hereto that (other than for federal income
        tax
        purposes and, to the extent consistent with applicable state tax law, state
        income and franchise tax purposes) the transfers and assignments herein
        contemplated each constitute a sale and absolute transfer of the Transferred
        Rate Stabilization Property from the Seller to the Issuer and that no interest
        in, or right or title to, the Transferred Rate Stabilization Property shall
        be
        part of the Seller’s estate in the event of the filing of a bankruptcy petition
        by or against the Seller under any bankruptcy law.  No portion of the
        Transferred Rate Stabilization Property has been sold, transferred, assigned
        or
        pledged or otherwise conveyed by the Seller to any Person other than the
        Issuer,
        and no security agreement, financing statement or equivalent security or
        lien
        instrument listing the Seller as debtor covering all or any part of the
        Transferred Rate Stabilization Property is on file or of record in any
        jurisdiction, except such as may have been filed, recorded or made in favor
        of
        the Issuer or the Secured Parties in connection with the Basic
        Documents.  The Seller has not authorized the filing of and is not
        aware (after due inquiry) of any financing statement against it  that
        includes a description of collateral including the Transferred Rate
        Stabilization Property other than any financing statement filed, recorded
        or
        made in favor of the Issuer or the Secured Parties in connection with the
        Basic
        Documents.  The Seller is not aware (after due inquiry) of any
        judgment or tax lien filings against either the Seller or the
        Issuer.  At each applicable Transfer Date, immediately prior to the
        sale of such Transferred Rate Stabilization Property hereunder, the Seller
        is
        the original and the sole owner of such Transferred Rate Stabilization Property
        free and clear of all Liens and rights of any other Person, and no offsets,
        defenses or counterclaims exist or have been asserted with respect
        thereto.

       

      
        
          
          

        

        
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      (c)           Transfer
        Filings.  On such Transfer Date, immediately upon the sale
        hereunder, the Transferred Rate Stabilization Property shall be validly
        transferred and sold to the Issuer, the Issuer shall own all such Transferred
        Rate Stabilization Property free and clear of all Liens (except for any Lien
        created in favor of the Secured Parties pursuant to Section 7-542 of the
        Rate
        Stabilization Law or any Lien that may be granted under the Basic Documents)
        and
        all filings and action to be made or taken by the Seller (including, without
        limitation, filings with the Maryland State Department of Assessments and
        Taxation under the Rate Stabilization Law) necessary in any jurisdiction
        to give
        the Issuer a perfected ownership interest (subject to any Lien created in
        favor
        of the Secured Parties pursuant to Section 7-542 of the Rate Stabilization
        Law
        and any Lien that may be granted under the Basic Documents) in the Transferred
        Rate Stabilization Property have been made or taken.  No further
        action is required to maintain such ownership interest (subject to any Lien
        created in favor of the Secured Parties pursuant to Section 7-542 of the
        Rate
        Stabilization Law and any Lien that may be granted under the Basic Documents)
        and to give the Indenture Trustee a first priority perfected security interest
        in the Transferred Rate Stabilization Property.  All filings and
        action have also been made or taken to perfect the security interest in the
        Transferred Rate Stabilization Property granted by the Seller to the Issuer
        (subject to any Lien created in favor of the Secured Parties pursuant to
        Section
        7-542 of the Rate Stabilization Law and any Lien that may be granted under
        the
        Basic Documents) and, to the extent necessary, the Indenture Trustee pursuant
        to
Section 2.01, in the case of the Initial Rate Stabilization Property, or
Section 2.02, in the case of Subsequent Rate Stabilization
        Property.

       

      (d)           Qualified
        Rate Order, Issuance Advice Letter and Tariff; Other
        Approvals.  On each Transfer Date, under the laws of the State of
        Maryland (including the Rate Stabilization Act) and the United States in
        effect
        on such Transfer Date, (i) the Rate Stabilization Law is in full force and
        effect; (ii) the Qualified Rate Order pursuant to which the rights and interests
        of the Seller, including the right to impose, collect and receive the Qualified
        Rate Stabilization Charges and, in and to the Rate Stabilization Property
        transferred on such date, have been created, is Final and non-appealable
        and is
        in full force and effect; (iii) as of the issuance of the Rate Stabilization
        Bonds, the Rate Stabilization Bonds are entitled to the protection provided
        in
        the Rate Stabilization Law and, accordingly, the Qualified Rate Order, the
        Qualified Rate Stabilization Charges and the Issuance Advice Letter are not
        revocable by the PSC; (iv) as of the issuance of the Rate Stabilization Bonds,
        the Tariff is in full force and effect and is not subject to modification
        by the
        PSC except as provided under Sections 7-531, 7-533 and 7-534 of the Rate
        Stabilization Law; (v) the process by which the Qualified Rate Order creating
        the Rate Stabilization Property transferred on such date was adopted and
        approved, and such Qualified Rate Order, Issuance Advice Letter and Tariff
        themselves, comply with all applicable laws, rules and regulations; (vi)
        the
        Issuance Advice Letter and the Tariff relating to the Rate Stabilization
        Property transferred on such date have been filed in accordance with the
        Qualified Rate Order creating the Rate Stabilization Property transferred
        on
        such date and an officer of the Seller has provided the certification to
        the PSC
        required by the Issuance Advice Letter; and (vii) no other approval,
        authorization, consent, order or other action of, or filing with, any
        Governmental Authority, is required in connection with the creation of the
        Rate
        Stabilization Property transferred on such date, except those that have been
        obtained or made.

       

      (e)           State
        Action.  Under the Rate Stabilization Law, the State of Maryland
        has pledged, for the benefit and protection of financing parties and BGE,
        that
        it will not take or allow

       

      
        
          
          

        

        
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      any
        action that would impair the value of the Rate Stabilization Property
        transferred on such date, or, except as allowed in accordance with Sections
        7-531, 7-533 and 7-534 of the Rate Stabilization Law, reduce, alter or impair
        the Qualified Rate Stabilization Charges to be imposed, collected, and remitted
        to financing parties until the principal, interest and premium and any other
        charges incurred and contracts to be performed in connection with the Rate
        Stabilization Bonds of such Series relating to such Rate Stabilization Property
        have been paid and performed in full.  Under the laws of the United
        States, neither the State of Maryland nor the PSC could constitutionally
        take
        any action of a legislative character including the repeal or amendment of
        the
        Rate Stabilization Law, which would substantially limit, alter or impair
        the
        Rate Stabilization Property or other rights vested in the Holders pursuant
        to
        the Qualified Rate Order or substantially limit, alter or reduce the value
        or
        amount of the Rate Stabilization Property, unless such action is a reasonable
        exercise of the sovereign powers of the State of Maryland and of a character
        reasonable and appropriate to further a significant and legitimate public
        purpose, and, under the takings clauses of the United States and Maryland
        Constitutions, the State of Maryland could not repeal or amend the Rate
        Stabilization Law, and neither the State of Maryland nor the PSC could take
        any
        other action in contravention of the pledge quoted above without paying just
        compensation to the Holders, as determined by a court of competent jurisdiction,
        if doing so would constitute a permanent appropriation of a substantial property
        interest of the Holders in the Rate Stabilization Property and deprive the
        Holders of their reasonable expectations arising from their investments in
        the
        Rate Stabilization Bonds.  The Seller, however, does not represent or
        warrant that, even if a court were to award just compensation, it would be
        sufficient to pay the full amount of principal and interest on the Rate
        Stabilization Bonds.

       

      (f)           Assumptions.  On
        each Transfer Date, based upon the information available to the Seller on
        such
        date, the assumptions used in calculating the Qualified Rate Stabilization
        Charges are reasonable and are made in good faith.  Notwithstanding
        the foregoing, the Seller makes no representation or warranty, express or
        implied, that amounts actually collected arising from those Qualified Rate
        Stabilization Charges will in fact be sufficient to meet the payment obligations
        on the related Rate Stabilization Bonds or that the assumptions used in
        calculating such Qualified Rate Stabilization Charges will in fact be
        realized.

       

      (g)           Creation
        of Rate Stabilization Property.  Upon the effectiveness of the
        Qualified Rate Order, the Issuance Advice Letter and the Tariff with respect
        to
        the Transferred Rate Stabilization Property and the transfer of such Rate
        Stabilization Property pursuant to this Agreement: (i) the rights and interests
        of the Seller under the Qualified Rate Order, including the right to impose,
        collect and receive the Qualified Rate Stabilization Charges established
        in the
        Qualified Rate Order, become Rate Stabilization Property; (ii) the Transferred
        Rate Stabilization Property constitutes a present property right vested in
        the
        Issuer; (iii) the Transferred Rate Stabilization Property
        includes  (A) the right, title and interest of the Seller in the
        Qualified Rate Order and the Qualified Rate Stabilization Charges and (B)
        the
        right to impose, collect and obtain periodic adjustments (with respect to
        adjustments, in the manner and with the effect provided in Section
        4.01(b) of the Servicing Agreement) of such Qualified Rate Stabilization
        Charges, and the rates and other charges authorized by the Qualified Rate
        Order
        and all revenues, collections, claims, payments, money or proceeds of or
        arising
        from the Qualified Rate Stabilization Charges; (iv) the owner of the Transferred
        Rate Stabilization Property is legally entitled to bill Qualified Rate
        Stabilization Charges and collect payments in respect of the Qualified Rate
        Stabilization Charges in the aggregate sufficient to pay the interest on
        and

       

      
        
          
          

        

        
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      principal
        of the Rate Stabilization Bonds of such Series in accordance with the Indenture,
        to pay the fees and expenses of servicing the Rate Stabilization Bonds of
        such
        Series, to replenish the Capital Subaccount to the Required Capital Level
        until
        the Rate Stabilization Bonds of such Series are paid in full or until the
        last
        date permitted for the collection of payments in respect of the Qualified
        Rate
        Stabilization Charges under the Qualified Rate Order, whichever is earlier,
        and
        the other provisions of the Qualified Rate Order do not prohibit the owner
        of
        the Transferred Rate Stabilization Property from obtaining adjustments and
        effecting allocations to the Qualified Rate Stabilization Charges in order
        to
        collect payments of such amounts; and (v) the Transferred Rate Stabilization
        Property is not subject to any Lien other than the Lien created by the Basic
        Documents.

       

      (h)           Nature
        of Representations and Warranties.  The representations and
        warranties set forth in this Section 3.08, insofar as they involve
        conclusions of law, are made not on the basis that the Seller purports to
        be a
        legal expert or to be rendering legal advice, but rather to reflect the parties’
good faith understanding of the legal basis on which the parties are entering
        into this Agreement and the other Basic Documents and the basis on which
        the
        Holders are purchasing the Rate Stabilization Bonds, and to reflect the parties’
agreement that, if such understanding turns out to be incorrect or inaccurate,
        the Seller will be obligated to indemnify the Issuer and its permitted assigns
        (to the extent required by and in accordance with Section 5.01), and that
        the Issuer and its permitted assigns will be entitled to enforce any rights
        and
        remedies under the Basic Documents, on account of such inaccuracy to the
        same
        extent as if the Seller had breached any other representations or warranties
        hereunder.

       

      (i)           Prospectus.  As
        of the date hereof, the information describing the Seller under the caption
“The
        Seller, Initial Servicer and Sponsor” in the prospectus dated ________ __, 2007
        relating to the Rate Stabilization Bonds is true and correct in all material
        respects.

       

      (j)           Solvency.  After
        giving effect to the sale of the Rate Stabilization Property hereunder, the
        Seller:

       

      (i)           is
        solvent and expects to remain solvent;

       

      (ii)           is
        adequately capitalized to conduct its business and affairs considering its
        size
        and the nature of its business and intended purpose;

       

      (iii)           is
        not engaged in nor does it expect to engage in a business for which its
        remaining property represents an unreasonably small portion of its
        capital;

       

      (iv)           reasonably
        believes that it will be able to pay its debts as they come due;
        and

       

      (v)           is
        able to pay its debts as they mature and does not intend to incur, or believes
        that it will not incur, indebtedness that it will not be able to repay at
        its
        maturity.

       

      (k)           No
        Court Order.  There is no order by any court providing for the
        revocation, alteration, limitation or other impairment of the Rate Stabilization
        Law, the Qualified Rate Order, the Issuance Advice Letter, the Transferred
        Rate
        Stabilization Property or the Qualified

       

      
        
          
          

        

        
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      Rate
        Stabilization Charges or any rights arising under any of them or that seeks
        to
        enjoin the performance of any obligations under the Qualified Rate
        Order.

       

      SECTION
        3.09.  Survival of
        Representations and Warranties  The representations and warranties
        set forth in this Article III shall survive the execution and delivery of
        this Agreement, shall be deemed re-made on each Transfer Date and may not
        be
        waived by any party hereto except pursuant to a written agreement executed
        in
        accordance with Article VI and as to which the Rating Agency Condition
        has been satisfied.

       

      SECTION
        3.10.  Limitations
        on Representations and Warranties.  Without prejudice to any of
        the other rights of the parties, the Seller will not be in breach of any
        representation or warranty, as a result of a change in law by means of any
        legislative enactment, constitutional amendment, voter initiative or
        referendum.  THE SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS
        OR IMPLIED, THAT BILLED QUALIFIED RATE STABILIZATION CHARGES WILL BE ACTUALLY
        COLLECTED FROM CUSTOMERS.

       

      ARTICLE
        IV

      COVENANTS
        OF THE SELLER

       

      SECTION
        4.01.  Existence.  Subject
        to its rights and obligations under Section 5.02, so long as any of the
        Rate Stabilization Bonds of any Series are Outstanding, the Seller (a) will
        keep
        in full force and effect its existence and remain in good standing under
        the
        laws of the jurisdiction of its organization, (b) will obtain and preserve
        its
        qualification to do business, in each case to the extent that in each such
        jurisdiction such existence or qualification is or shall be necessary to
        protect
        the validity and enforceability of this Agreement, the other Basic Documents
        to
        which the Seller is a party and each other instrument or agreement necessary
        or
        appropriate to the proper administration of this Agreement and the transactions
        contemplated hereby or to the extent necessary for the Seller to perform
        its
        obligations hereunder or thereunder and (c) will continue to operate its
        electric transmission and distribution system to provide electric delivery
        service to Customers located within its service territory, as such service
        territory was defined at the time of issuance of the Qualified Rate Order
        (or,
        if transmission and distribution are split, to provide distribution service
        directly to such Customers).

       

      SECTION
        4.02.  No
        Liens.  Except for the conveyances hereunder or any Lien under
        Section 7-542 of the Rate Stabilization Law for the benefit of the Issuer
        (as
        the Issuer) and the Secured Parties, the Seller will not sell, pledge, assign
        or
        transfer, or grant, create, incur, assume or suffer to exist any Lien on,
        any of
        the Transferred Rate Stabilization Property, or any interest therein, and
        the
        Seller shall defend the right, title and interest of the Issuer and the
        Indenture Trustee, on behalf of the Secured Parties, in, to and under the
        Transferred Rate Stabilization Property against all claims of third parties
        claiming through or under the Seller.  BGE, in its capacity as Seller,
        will not at any time assert any Lien against, or with respect to, any of
        the
        Transferred Rate Stabilization Property.

       

      SECTION
        4.03.  Delivery of
        Collections.  In the event that the Seller receives Collections in
        respect of the Qualified Rate Stabilization Charges or the proceeds thereof
        other than in its capacity as the Servicer, the Seller agrees to remit to
        the
        Servicer, on behalf of the

       

      
        
          
          

        

        
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      Issuer,
        all payments received by it in respect thereof as soon as practicable after
        receipt thereof.  Prior to such remittance to the Servicer by the
        Seller, the Seller agrees that such amounts are held by it in trust for the
        Issuer and the Indenture Trustee.  If the Seller becomes a party to
        any future trade receivables purchase and sale arrangement or similar
        arrangement under which it sells all or any portion of its accounts receivables,
        the Seller and the other parties to such arrangement shall enter into an
        intercreditor agreement in connection therewith and the terms of the
        documentation evidencing such trade receivables purchase and sale arrangement
        or
        similar arrangement shall expressly exclude Qualified Rate Stabilization
        Charges
        from any receivables or other assets pledged or sold under such
        arrangement.

       

      SECTION
        4.04.  Notice of
        Liens.  The Seller shall notify the Issuer and the Indenture
        Trustee promptly after becoming aware of any Lien on any of the Transferred
        Rate
        Stabilization Property, other than the conveyances hereunder, any Lien under
        the
        Basic Documents or any Lien under Section 7-542 of the Rate Stabilization
        Law or
        the UCC for the benefit of the Issuer or the Secured Parties.

       

      SECTION
        4.05.  Compliance
        with Law.  The Seller hereby agrees to comply with its
        organizational or governing documents and all laws, treaties, rules, regulations
        and determinations of any Governmental Authority applicable to it, except
        to the
        extent that failure to so comply would not materially adversely affect the
        Issuer’s or the Indenture Trustee’s interests in the Transferred Rate
        Stabilization Property or under any of the other Basic Documents to which
        the
        Seller is party or the Seller’s performance of its obligations hereunder or
        under any of the other Basic Documents to which it is party.

       

      SECTION
        4.06.  Covenants
        Related to Rate Stabilization Bonds and Rate Stabilization
        Property.

       

      (a)           So
        long as any of the Rate Stabilization Bonds are outstanding, the Seller shall
        treat the Rate Stabilization Bonds as debt for all purposes and specifically
        as
        debt of the Issuer, other than for financial reporting, state or federal
        regulatory or tax purposes or as required under the Public Utility Holding
        Company Act of 2005 and the Federal Power Act.

       

      (b)           Solely
        for the purposes of federal taxes and, to the extent consistent with applicable
        state, local and other tax law, for purposes of state, local and other taxes,
        so
        long as any of the Rate Stabilization Bonds are outstanding, the Seller agrees
        to treat the Rate Stabilization Bonds as indebtedness of the Seller (as the
        sole
        owner of the Issuer) secured by the Rate Stabilization Bond Collateral unless
        otherwise required by appropriate taxing authorities.

       

      (c)           So
        long as any of the Rate Stabilization Bonds are outstanding, the Seller shall
        disclose in its financial statements that the Issuer and not the Seller is
        the
        owner of the Transferred Rate Stabilization Property and that the assets
        of the
        Issuer are not available to pay creditors of the Seller or its Affiliates
        (other
        than the Issuer).

       

      (d)           So
        long as any of the Rate Stabilization Bonds are outstanding, the Seller shall
        not own or purchase any Rate Stabilization Bonds.

       

      
        
          
          

        

        
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      (e)           So
        long as the Rate Stabilization Bonds are outstanding, the Seller shall disclose
        the effects of all transactions between the Seller and the Issuer in accordance
        with generally accepted accounting principles.

       

      (f)           The
        Seller agrees that, upon the sale by the Seller of the Transferred Rate
        Stabilization Property to the Issuer pursuant to this Agreement, (i) to the
        fullest extent permitted by law, including applicable Requirements of Law,
        the
        Issuer shall have all of the rights originally held by the Seller with respect
        to the Transferred Rate Stabilization Property, including the right (subject
        to
        the terms of the Servicing Agreement) to exercise any and all rights and
        remedies to collect any amounts payable by any Customer or Third-Party Collector
        in respect of the Transferred Rate Stabilization Property, notwithstanding
        any
        objection or direction to the contrary by the Seller (and the Seller agrees
        not
        to make any such objection or to take any such contrary action) and (ii)
        any
        payment by any Customer or Third-Party Collector directly to the Issuer shall
        discharge such Customer’s or Third-Party Collector’s obligations, if any, to the
        Seller in respect of the Transferred Rate Stabilization Property to the extent
        of such payment, notwithstanding any objection or direction to the contrary
        by
        the Seller.

       

      (g)           So
        long as any of the Rate Stabilization Bonds are outstanding, (i) in all
        proceedings relating directly or indirectly to the Transferred Rate
        Stabilization Property, the Seller shall affirmatively certify and confirm
        that
        it has sold all of its rights and interests in and to such property (other
        than
        for financial reporting or tax purposes), (ii) the Seller shall not make
        any
        statement or reference in respect of the Transferred Rate Stabilization Property
        that is inconsistent with the ownership interest of the Issuer (other than
        for
        financial accounting or tax purposes or as required under the Public Utility
        Holding Company Act of 2005 and the Federal Power Act), (iii) the Seller
        shall
        not take any action in respect of the Transferred Rate Stabilization Property
        except solely in its capacity as the Servicer thereof pursuant to the Servicing
        Agreement or as otherwise contemplated by the other Basic Documents, (iv)
        the
        Seller shall not sell Rate Stabilization Property under a separate Qualified
        Rate Order in connection with the issuance of additional Rate Stabilization
        Bonds unless the Rating Agency Condition shall have been satisfied, and (v)
        neither the Seller nor the Issuer shall take any action, file any tax return,
        or
        make any election inconsistent with the treatment of the Issuer, for purposes
        of
        federal taxes and, to the extent consistent with applicable state, local
        and
        other tax law, for purposes of state, local and other taxes, as a disregarded
        entity that is not separate from the Seller (or, if relevant, from another
        sole
        owner of the Issuer).

       

      SECTION
        4.07.  Protection
        of Title.  The Seller shall execute and file such filings,
        including, without limitation, filings with the Maryland State Department
        of
        Assessments and Taxation pursuant to the Rate Stabilization Law and filings
        required under the UCC, and cause to be executed and filed such filings,
        all in
        such manner and in such places as may be required by law to fully preserve,
        maintain, protect and perfect the ownership interest of the Issuer and the
        Indenture Trustee in the Transferred Rate Stabilization Property, including,
        without limitation, all filings required under the Rate Stabilization Law
        and
        the UCC relating to the transfer of the ownership of the rights and interest
        in
        the Transferred Rate Stabilization Property by the Seller to the Issuer or
        the
        pledge of the Issuer’s interest in such Transferred Rate Stabilization Property
        to the Indenture Trustee. The Seller shall deliver or cause to be delivered
        to
        the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts
        for, any document filed as provided above, as soon as available following
        such
        filing. The Seller shall institute any action or

       

      
        
          
          

        

        
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      proceeding
        necessary to compel performance by the PSC, the State of Maryland or any
        of
        their respective agents, of any of their obligations or duties under the
        Rate
        Stabilization Law, any Qualified Rate Order or any Issuance Advice Letter,
        and
        the Seller agrees to take such legal or administrative actions, including
        defending against or instituting and pursuing legal actions and appearing
        or
        testifying at hearings or similar proceedings, as may be reasonably necessary
        (i) to protect the Issuer and the Secured Parties from claims, state actions
        or
        other actions or proceedings of third parties which, if successfully pursued,
        would result in a breach of any representation set forth in Article III
        or any covenant set forth in Article IV and (ii) to block or overturn any
        attempts to cause a repeal, modification or amendment of the Rate Stabilization
        Law, the Qualified Rate Order, any Issuance Advice Letter or the rights of
        Holders by legislative enactment or constitutional amendment that would be
        materially adverse to the Issuer or the Secured Parties or which would otherwise
        cause an impairment of the rights of the Issuer or the Secured
        Parties.  The costs of any action described in this Section
        4.07 shall be payable from the Collection Account as an Operating Expense
        in
        accordance with Section 8.02(e) of the Indenture.  The Seller’s
        obligations pursuant to this Section 4.07 shall survive and continue
        notwithstanding that payment of such Operating Expense may be delayed pursuant
        to the terms of the Indenture (it being understood that the Seller may be
        required initially to advance its own funds to satisfy its obligations
        hereunder).  

       

      SECTION
        4.08.  Nonpetition
        Covenants.  Notwithstanding any prior termination of this
        Agreement or the Indenture, the Seller, solely in its capacity as a creditor
        of
        the Issuer, shall not, prior to the date which is one year and one day after
        the
        termination of the Indenture and payment in full of the Rate Stabilization
        Bonds
        or any other amounts owed under the Indenture, petition or otherwise invoke
        or
        cause the Issuer to invoke the process of any Government Authority for the
        purpose of commencing or sustaining an involuntary case against the Issuer
        under
        any federal or state bankruptcy, insolvency or similar law, appointing a
        receiver, liquidator, assignee, trustee, custodian, sequestrator or other
        similar official of the Issuer or any substantial part of the property of
        the
        Issuer, or ordering the winding up or liquidation of the affairs of the
        Issuer.

       

      SECTION
        4.09.  Taxes.  So long
        as any of the Rate Stabilization Bonds are outstanding, the Seller shall,
        and
        shall cause each of its subsidiaries to, pay all 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 Transferred Rate Stabilization
        Property; provided that no such tax need be paid if the Seller or one of
        its
        subsidiaries is contesting the same in good faith by appropriate proceedings
        promptly instituted and diligently conducted and if the Seller or such
        subsidiary has established appropriate reserves as shall be required in
        conformity with generally accepted accounting principles.

       

      SECTION
        4.10.  Issuance
        Advice Letter.  The Seller hereby agrees not to withdraw the
        filing of any Issuance Advice Letter with the PSC.

       

      SECTION
        4.11.  Tariff.  The
        Seller hereby agrees to make all reasonable efforts to keep each Tariff in
        full
        force and effect at all times.

       

      
        
          
          

        

        
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      SECTION
        4.12.  Notice of
        Breach to Rating Agencies, Etc.  Promptly after obtaining
        knowledge thereof, in the event of a breach in any material respect (without
        regard to any materiality qualifier contained in such representation, warranty
        or covenant) of any of the Seller’s representations, warranties or covenants
        contained herein, the Seller shall promptly notify the Issuer, the Indenture
        Trustee and the Rating Agencies of such breach.  For the avoidance of
        doubt, any breach which would adversely affect scheduled payments on the
        Rate
        Stabilization Bonds will be deemed to be a material breach for purposes of
        this
Section 4.12.

       

      SECTION
        4.13.  Use of
        Proceeds.  The Seller shall use the proceeds of the sale of the
        Rate Stabilization Property in accordance with the Qualified Rate Order and
        the
        Rate Stabilization Law.

       

      SECTION
        4.14.  Further
        Assurances.  Upon the request of the Issuer, the Seller shall
        execute and deliver such further instruments and do such further acts as
        may be
        reasonably necessary to carry out more effectually the provisions and purposes
        of this Agreement.

       

      ARTICLE
        V

      THE
        SELLER

       

      SECTION
        5.01.  Liability
        of Seller; Indemnities.

       

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

       

      (b)           The
        Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit
        of
        the Secured Parties) and each of their respective officers, directors,
        employees, trustees, managers and agents for, and defend and hold harmless
        each
        such Person from and against, any and all taxes (other than taxes imposed
        on
        Bondholders as a result of their ownership of a Rate Stabilization Bond)
        that
        may at any time be imposed on or asserted against any such Person as a result
        of
        the sale of the Transferred Rate Stabilization Property to the Issuer, including
        any franchise, sales, gross receipts, general corporation, tangible personal
        property, privilege or license taxes but excluding any taxes imposed as a
        result
        of a failure of such Person to withhold or remit taxes with respect to payments
        on any Rate Stabilization Bond.

       

      (c)           The
        Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit
        of
        the Secured Parties) and each of their respective officers, directors,
        employees, trustees, managers, and agents for, and defend and hold harmless
        each
        such Person from and against, any and all taxes (other than taxes imposed
        on
        Bondholders as a result of their ownership of a Rate Stabilization Bond)
        that
        may at any time  be imposed on or asserted against any such Person as
        a result of the Issuer’s ownership and assignment of the Transferred Rate
        Stabilization Property, the issuance and sale by the Issuer of the Rate
        Stabilization Bonds or the other transactions contemplated in the Basic
        Documents, including any franchise, sales, gross receipts, general corporation,
        tangible personal property, privilege or license taxes but excluding any
        taxes
        imposed as a result of a failure of such Person to withhold or remit taxes
        with
        respect to payments on any Rate Stabilization Bond.

       

      (d)           The
        Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit
        of the
        Secured Parties) and each of their respective officers, directors, employees
        and
        agents for, and

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      defend
        and hold harmless each such Person from and against all Losses that may be
        imposed on, incurred by or asserted against each such Person, in each such
        case,
        as a result of the Seller’s breach of any of its representations, warranties or
        covenants contained in this Agreement.

       

      (e)           Indemnification
        under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f)
        shall include reasonable out-of-pocket fees and expenses of investigation
        and
        litigation (including reasonable attorney’s fees and expenses), except as
        otherwise expressly provided in this Agreement.

       

      (f)           The
        Seller shall indemnify the Indenture Trustee (for itself) and the Independent
        Managers, and any of their respective affiliates, officers, directors, employees
        and agents (each, an “Indemnified Person”) for, and defend and hold
        harmless each such Person from and against, any and all Losses incurred by
        any
        of such Indemnified Persons as a result of the Seller’s breach of any of its
        representations and warranties or covenants contained in this Agreement,
        except
        to the extent of Losses either resulting from the willful misconduct, bad
        faith
        or gross negligence of such Indemnified Person or resulting from a breach
        of a
        representation or warranty made by such Indemnified Person in any of the
        Basic
        Documents that gives rise to the Seller’s breach. The Seller shall not be
        required to indemnify an Indemnified Person for any amount paid or payable
        by
        such Indemnified Person in the settlement of any action, proceeding or
        investigation without the prior written consent of the Seller which consent
        shall not be unreasonably withheld. Promptly after receipt by an Indemnified
        Person of notice of the commencement of any action, proceeding or investigation,
        such Indemnified Person shall, if a claim in respect thereof is to be made
        against the Seller under this Section 5.01(f), notify the Seller in
        writing of the commencement thereof. Failure by an Indemnified Person to
        so
        notify the Seller shall relieve the Seller from the obligation to indemnify
        and
        hold harmless such Indemnified Person under this Section 5.01(f) only to
        the extent that the Seller suffers actual prejudice as a result of such failure.
        With respect to any action, proceeding or investigation brought by a third
        party
        for which indemnification may be sought under this Section 5.01(f), the
        Seller shall be entitled to conduct and control, at its expense and with
        counsel
        of its choosing that is reasonably satisfactory to such Indemnified Person,
        the
        defense of any such action, proceeding or investigation (in which case the
        Seller shall not thereafter be responsible for the fees and expenses of any
        separate counsel retained by the Indemnified Person except as set forth below);
        provided that the Indemnified Person shall have the right to participate
        in such
        action, proceeding or investigation through counsel chosen by it and at its
        own
        expense. Notwithstanding the Seller’s election to assume the defense of any
        action, proceeding or investigation, the Indemnified Person shall have the
        right
        to employ separate counsel (including local counsel), and the Seller shall
        bear
        the reasonable fees, costs and expenses of such separate counsel if (i) the
        defendants in any such action include both the Indemnified Person and the
        Seller
        and the Indemnified Person shall have reasonably concluded that there may
        be
        legal defenses available to it that are different from or additional to those
        available to the Seller, (ii) the Seller shall not have employed counsel
        reasonably satisfactory to the Indemnified Person to represent the Indemnified
        Person within a reasonable time after notice of the institution of such action,
        (iii) the Seller shall authorize the Indemnified Person to employ separate
        counsel at the expense of the Seller or (iv) in the case of the Indenture
        Trustee, such action exposes the Indenture Trustee to a material risk of
        criminal liability or forfeiture or a Servicer Default has occurred and is
        continuing.  Notwithstanding the foregoing, the Seller shall not be
        obligated to pay for the fees, costs and expenses of more than one separate
        counsel for the Indemnified Persons collectively other than one local counsel,
        if appropriate.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (g)           The
        Seller shall indemnify the Servicer (if the Servicer is not the Seller) for
        the
        costs of any action instituted by the Servicer pursuant to Section
        5.02(d) of the Servicing Agreement which are not paid as Operating Expenses
        in accordance with the priorities set forth in Section 8.02(e) of the
        Indenture.

       

      (h)           The
        remedies provided in this Agreement are the sole and exclusive remedies against
        the Seller for breach of its representations and warranties in this
        Agreement.

       

      (i)           Indemnification
        under this Section 5.01 shall survive any repeal of, modification of, or
        supplement to, or judicial invalidation of, the Rate Stabilization Law or
        any
        Qualified Rate Order and shall survive the resignation or removal of the
        Indenture Trustee or the termination of this Agreement and will rank in priority
        with other general, unsecured obligations of the Seller.

       

      SECTION
        5.02.  Merger,
        Conversion or Consolidation of, or Assumption of the Obligations of,
        Seller.  Any Person (a) into which the Seller may be merged,
        converted or consolidated and which is a Permitted Successor, (b) that may
        result from any merger, conversion or consolidation to which the Seller shall
        be
        a party and which is a Permitted Successor, (c) that may succeed to the
        properties and assets of the Seller substantially as a whole and which is
        a
        Permitted Successor, (d) which is a successor entity resulting from the division
        of the Seller into two or more Persons and which is a Permitted Successor,
        or
        (e) which otherwise succeeds to all or substantially all of the electric
        transmission and distribution business of the Seller (or, if transmission
        and
        distribution are not provided by a single entity, which provides electric
        delivery service directly to Customers located in BGE’s  service
        territory as it existed on the date of adoption of the Qualified Rate Order)
        (a
“Permitted Successor”) and which Person in any of the foregoing cases
        executes an agreement of assumption to perform all of the obligations of
        the
        Seller hereunder (including the Seller’s obligations under Section 5.01
        incurred at any time prior to or after the date of such assumption), shall
        be
        the successor to the Seller under this Agreement without further act on the
        part
        of any of the parties to this Agreement; provided, however, that
        (i) immediately after giving effect to such transaction, no representation,
        warranty or covenant made pursuant to Article III or Article
        IVshall be breached and no Servicer Default, and no event which, after
        notice or lapse of time, or both, would become a Servicer Default shall have
        occurred and be continuing, (ii) the Seller shall have delivered to the Issuer,
        the Indenture Trustee and each Rating Agency an Officer’s Certificate and an
        Opinion of Counsel from external counsel stating that such consolidation,
        merger, division or succession and such agreement of assumption comply with
        this
Section 5.02 and that all conditions precedent, if any, provided for in
        this Agreement relating to such transaction have been complied with, (iii)
        the
        Seller shall have delivered to the Issuer, the Indenture Trustee and each
        Rating
        Agency an Opinion of Counsel from external counsel of the Seller either (A)
        stating that, in the opinion of such counsel, all filings to be made by the
        Seller and the Issuer, including filings with the PSC pursuant to the Rate
        Stabilization Law, have been authorized, executed and filed that are necessary
        to fully preserve and protect the respective interest of the Issuer and the
        Indenture Trustee in all of the Transferred Rate Stabilization Property and
        reciting the details of such filings, or (B) stating that, in the opinion
        of
        such counsel, no such action shall be necessary to preserve and protect such
        interests, (iv) the Seller shall have delivered to the Issuer, the Indenture
        Trustee, the Rating Agencies and the PSC an Opinion of Counsel from independent
        tax counsel stating that, for federal income tax purposes, such consolidation,
        conversion, merger, division or succession and such agreement of assumption
        will
        not result in a material federal income tax

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      consequence
        to the Issuer or the Holders of Rate Stabilization Bonds and (v) the Seller
        shall have given the Rating Agencies prior written notice of such transaction.
        When any Person (or more than one Person) acquires the properties and assets
        of
        the Seller substantially as a whole or otherwise becomes the successor, whether
        by merger, conversion, consolidation, sale, transfer, lease, management contract
        or otherwise, to all or substantially all of the electric transmission and
        distribution business of the Seller (or, if transmission and distribution
        are
        not provided by a single entity, provides electric delivery service directly
        to
        Customers located in BGE’s service territory as it existed on the date of
        issuance of the Qualified Rate Order) in accordance with the terms of this
        Section 5.02, then upon satisfaction of all of the other conditions of
        this Section 5.02, the preceding Seller shall automatically and without
        further notice be released from all of its obligations hereunder.

       

      SECTION
        5.03.  Limitation
        on Liability of Seller and Others.  The Seller and any director,
        officer, employee or agent of the Seller may rely in good faith on the advice
        of
        counsel or on any document of any kind, prima facie properly executed and
        submitted by any Person, respecting any matters arising
        hereunder.  Subject to Section 4.07, the Seller shall not be
        under any obligation to appear in, prosecute or defend any legal action that
        is
        not incidental to its obligations under this Agreement, and that in its opinion
        may involve it in any expense or liability.

       

      ARTICLE
        VI

      MISCELLANEOUS
        PROVISIONS

       

      SECTION
        6.01.  Amendment.  This
        Agreement may be amended in writing by the Seller and the Issuer, with (i)
        the
        prior written consent of the Indenture Trustee, (ii) the satisfaction of
        the
        Rating Agency Condition and (iii) if any amendment would adversely affect
        in any
        material respect the interest of any Holder of the Rate Stabilization Bonds,
        the
        consent of a majority of the Holders of each affected Tranche or Series of
        Rate
        Stabilization Bonds.  Promptly after the execution of any such
        amendment or consent, the Issuer shall furnish written notification of the
        substance of such amendment or consent to each of the Rating
        Agencies.

       

      Prior
        to
        the execution of any amendment to this Agreement, the Issuer and the Indenture
        Trustee shall be entitled to receive and rely upon an Opinion of Counsel
        from
        external counsel of the Seller stating that the execution of such amendment
        is
        authorized or permitted by this Agreement and the Opinion of Counsel referred
        to
        in Section 3.01(c)(i) of the Servicing Agreement. The Issuer and the
        Indenture Trustee may, but shall not be obligated to, enter into any such
        amendment which affects the Indenture Trustee’s own rights, duties or immunities
        under this Agreement or otherwise.

       

      SECTION
        6.02.  Reserved.   

       

      SECTION
        6.03.  Notices.  All
        demands, notices and communications upon or to the Seller, the Issuer, the
        Indenture Trustee, or the Rating Agencies under this Agreement shall be
        sufficiently given for all purposes hereunder if in writing, and
        delivered  personally, sent by documented delivery service or, to the
        extent receipt is confirmed telephonically, sent by telecopy or other form
        of
        electronic transmission: 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (a)           in
        the case of the Seller, to Baltimore Gas and Electric Company, at 110 W.
        Fayette
        Street, Baltimore, Maryland 21201-3707, Attention: ___________, Telephone:
        (410)
        685-0123, Facsimile:  __________;

       

      (b)           in
        the case of the Issuer, to RSB BondCo LLC at Suite 202, 103 Foulk Road,
        Wilmington, Delaware 19803, Attention: [Manager], Telephone: (302) 691-6409,
        Facsimile:  (302) 652-8667;

       

      (c)           in
        the case of the Indenture Trustee, to the Corporate Trust Office;

       

      (d)           in
        the case of the PSC, William D. Schaefer Tower, 6 St. Paul Street, 12th Floor,
        Baltimore, Maryland 21202,  Attention: _______, Telephone: (410)
        767-8000, Facsimile: ________;

       

      (e)           in
        the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring
        Department, 99 Church Street, New York, New York 10007, Telephone:
        (212) 553-3686, Facsimile: (212) 553-0573;

       

      (f)           in
        the case of Standard & Poor’s, to Standard & Poor’s Ratings Services, a
        division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st Floor,
        New
        York, New York 10041, Attention: Asset Backed Surveillance Department,
        Telephone: (212) 438-2000, Facsimile: (212) 438-2665;

       

      (g)           in
        the case of Fitch, to Fitch Ratings, One State Street Plaza, New York, NY
        10004,
        Attention: ABS Surveillance, Telephone: (212) 908-0500, Facsimile:
        (212) 908-0355; or

       

      (h)           as
        to each of the foregoing, at such other address as shall be designated by
        written notice to the other parties.

       

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

       

      SECTION
        6.05.  Limitations
        on Rights of Third Parties.  The provisions of this Agreement are
        solely for the benefit of the Seller, the Issuer, the Indenture Trustee (for
        the
        benefit of the Secured Parties) and the other Persons expressly referred
        to
        herein, and such Persons shall have the right to enforce the relevant provisions
        of this Agreement. Nothing in this Agreement, whether express or implied,
        shall
        be construed to give to any other Person any legal or equitable right, remedy
        or
        claim in the Rate Stabilization Property or under or in respect of this
        Agreement or any covenants, conditions or provisions contained
        herein.

       

      SECTION
        6.06.  Severability.  Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remainder of
        such
        provision (if any) or the remaining provisions hereof (unless such construction
        shall be unreasonable), and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      SECTION
        6.09.  Governing
        Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
        LAWS OF THE STATE OF MARYLAND, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
        PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
        SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       

      SECTION
        6.10.  Assignment
        to Indenture Trustee.  The Seller hereby acknowledges and consents
        to any mortgage, pledge, assignment and grant of a security interest by the
        Issuer to the Indenture Trustee pursuant to the Indenture for the benefit
        of the
        Secured Parties of all right, title and interest of the Issuer in, to and
        under
        this Agreement, the Transferred Rate Stabilization Property and the proceeds
        thereof and the assignment of any or all of the Issuer’s rights hereunder to the
        Indenture Trustee for the benefit of the Secured Parties.

       

      SECTION
        6.11.  Limitation
        of Liability.  It is expressly understood and agreed by the
        parties hereto that this Agreement is executed and delivered by the Indenture
        Trustee, not individually or personally but solely as Indenture Trustee on
        behalf of the Secured Parties, in the exercise of the powers and authority
        conferred and vested in it.  The Indenture Trustee in acting hereunder
        is entitled to all rights, benefits, protections, immunities and indemnities
        accorded to it under the Indenture.

       

      SECTION
        6.12.  Waivers.  Any
        term or provision of this Agreement may be waived, or the time for its
        performance may be extended, by the party or parties entitled to the benefit
        thereof; provided, however, that no such waiver delivered by the
        Issuer shall be effective unless the Indenture Trustee has given its prior
        written consent thereto.  Any such waiver shall be validly and
        sufficiently authorized for the purposes of this Agreement if, as to any
        party,
        it is authorized in writing by an authorized representative of such
        party.  The failure of any party hereto to enforce at any time any
        provision of this Agreement shall not be construed to be a waiver of such
        provision, nor in any way to affect the validity of this Agreement or any
        part
        hereof or the right of any party thereafter to enforce each and every such
        provision.  No waiver of any breach of this Agreement shall be held to
        constitute a waiver of any other or subsequent breach.

       

      [REMAINDER
        OF
        PAGE INTENTIONALLY LEFT BLANK]

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

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

       

      


      
        	 	
                RSB
                  BONDCO LLC, as Issuer

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              
	 	 	
                 

                 

                 

              
	 	
                BALTIMORE
                  GAS AND ELECTRIC COMPANY, as Seller

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              


      

      


      
        	
                ACKNOWLEDGED
                  AND ACCEPTED:

                 

                _________,

                as
                  Indenture Trustee

                 

                 

              	 
	
                By:

              	 	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      


      
        
          
            Signature
              Page to

            Rate
              Stabilization Property Purchase and Sale Agreement

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        A

       

      FORM
        OF
        BILL OF SALE

       

      This
        Bill
        of Sale is being delivered pursuant to the Rate Stabilization Property Purchase
        and Sale Agreement, dated as of ________ __, 2007 (the “Sale Agreement”),
        by and between Baltimore Gas and Electric Company (the “Seller”) and RSB
        BondCo LLC (the “Issuer”).  All capitalized terms used but not
        otherwise defined herein shall have the respective meanings ascribed to such
        terms in the Sale Agreement.

       

      In
        consideration of the Issuer’s delivery to or upon the order of the Seller of
        $[_____],
        the Seller
        does hereby irrevocably sell, transfer, assign, set over and otherwise convey
        to
        the Issuer, without recourse or warranty, except as set forth in the Sale
        Agreement, all right, title and interest of the Seller in and to the [Initial][Subsequent]
        Rate
        Stabilization Property identified on Schedule 1 hereto (such sale,
        transfer, assignment, setting over and conveyance of the [Initial][Subsequent]
        Rate
        Stabilization Property includes, to the fullest extent permitted by the Rate
        Stabilization Law, the right to impose, collect and receive Qualified Rate
        Stabilization Charges and the assignment of all revenues, collections, claims,
        rights, payments, money or proceeds of or arising from the Qualified Rate
        Stabilization Charges related to the [Initial][Subsequent]
        Rate
        Stabilization Property, as the same may be adjusted from time to
        time).  Such sale, transfer, assignment, setting over and conveyance
        is hereby expressly stated to be a sale and, pursuant to Section 7-539 of
        the
        Rate Stabilization Law and other applicable law, shall be treated as an absolute
        transfer of all of the Seller’s right, title and interest in and to (as in a
        true sale), and not as a pledge or other financing of, the [Initial][Subsequent]
        Rate
        Stabilization Property. The Seller and the Issuer agree that after giving
        effect
        to the sale, transfer, assignment, setting over and conveyance contemplated
        hereby the Seller has no right, title or interest in or to the [Initial][Subsequent]
        Rate
        Stabilization Property to which a security interest could attach because
        (i) it
        has sold, transferred, assigned, set over and conveyed all right in and to
        the
[Initial][Subsequent]
        Rate
        Stabilization Property to the Issuer, and (ii) as provided in Section 7-542
        of
        the Rate Stabilization Law, appropriate notice has been filed and such transfer
        is perfected against all third parties, including subsequent judicial or
        other
        lien creditors.  If such sale, transfer, assignment, setting over and
        conveyance is held by any court of competent jurisdiction not to be a true
        sale
        as provided in Section 7-539 of the Rate Stabilization Law, then such sale,
        transfer, assignment, setting over and conveyance shall be treated as a pledge
        of such [Initial][Subsequent]
        Rate
        Stabilization Property and as the creation of a security interest (within
        the
        meaning of the Rate Stabilization Law and the UCC) in the [Initial][Subsequent]
        Rate
        Stabilization Property and, without prejudice to its position that it has
        absolutely transferred all of its rights in the [Initial][Subsequent]
        Rate
        Stabilization Property to the Issuer, the Seller hereby grants a security
        interest in the [Initial][Subsequent]
        Rate
        Stabilization Property to the Issuer (and, to the extent necessary to qualify
        the grant as a security interest under the Rate Stabilization Law and the
        UCC,
        to the Indenture Trustee for the benefit of the Secured Parties to secure
        the
        right of the Issuer under the Basic Documents to receive the Qualified Rate
        Stabilization Charges and all other [Initial][Subsequent]
        Rate
        Stabilization Property).

       

      
        
          
          

        

        
          
            EXHIBIT
              A

            1

          

          
            

          

        

        
          
          

        

      

       

      The
        Issuer does hereby purchase the [Initial][Subsequent]
        Rate
        Stabilization Property from the Seller for the consideration set forth in
        the
        preceding paragraph.

       

      The
        Seller and the Issuer each acknowledge and agree that the purchase price
        for the
[Initial][Subsequent]
        Rate
        Stabilization Property sold pursuant to this Bill of Sale and the Sale Agreement
        is equal to its fair market value at the time of sale.

       

      The
        Seller confirms that (i) each of the representations and warranties on the
        part
        of the Seller contained in the Sale Agreement are true and correct in all
        respects on the date hereof as if made on the date hereof and (ii) each
        condition precedent that must be satisfied under Section 2.03 of the Sale
        Agreement has been satisfied upon or prior to the execution and delivery
        of this
        Bill of Sale by the Seller.1

       

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

       

      THIS
        BILL
        OF SALE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND,
        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 LAW.

       

       

      
        
          
1           If
          any representations or warranties require modification with respect to
          Subsequent Rate Stabilization Property as a result of provisions in the
          Qualified Rate Order, then such modifications should be set forth in this
          Bill
          of Sale (it being understood that any such modifications must be agreed
          to by
          the parties and approved by the Rating Agencies prior to the time additional
          Rate Stabilization Bonds are issued).

      

       

      
        
          
          

        

        
          
            EXHIBIT
              A

            2

          

          
            

          

        

        
          
          

        

      

      


      IN
        WITNESS WHEREOF, the Seller and the Issuer have duly executed this Bill of
        Sale
        as of the ___ day of ___________, ______.

       

      


      
        	 	
                RSB
                  BONDCO LLC

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              
	 	 	
                 

                 

                 

              
	 	
                BALTIMORE
                  GAS AND ELECTRIC COMPANY

                 

                 

              
	 	
                By:

              	 
	 	 	
                Name:

                Title:

              


      

      


      
        
          
          

        

        
          
            EXHIBIT
              A

            3

          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        1

      to

      BILL
        OF
        SALE


       

       

      [INITIAL][SUBSEQUENT]
        RATE
        STABILIZATION PROPERTY

       

      
        
          
          

        

        
          
            EXHIBIT
              A

            4