Indenture, dated as of April 11, 2007


    Exhibit
      4.1

     

    EXECUTION
      COPY

     

    
 

    MP
      ENVIRONMENTAL FUNDING LLC,

     

    Issuer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    Indenture
      Trustee

    _______________________________

     

    INDENTURE


     

    Dated
      as
      of April 11, 2007

    _______________________________

     

    Securing
      Environmental Control Bonds

     

    Issuable
      in Series

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

     

    
      
        	 	 	 	 	 	 	
                Page

              	 
	
                ARTICLE
                  I

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Definitions
                  and Incorporation by Reference

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  1.01.

              	 	 	
                Definitions

              	 	 	
                2

              	 
	
                SECTION
                  1.02.

              	 	 	
                Incorporation
                  by Reference of Trust Indenture Act

              	 	 	
                2

              	 
	
                SECTION
                  1.03.

              	 	 	
                Rules
                  of Construction

              	 	 	
                2

              	 
	 	 	 	
                 

              	 	 	 	 
	
                ARTICLE
                  II

              	 	 	 	 
	 	 	 	 	 
	
                The
                  Environmental Control Bonds

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  2.01.

              	 	 	
                Form

              	 	 	
                3

              	 
	
                SECTION
                  2.02.

              	 	 	
                Execution,
                  Authentication and Delivery

              	 	 	
                3

              	 
	
                SECTION
                  2.03.

              	 	 	
                Denominations;
                  Environmental Control Bonds Issuable in Series

              	 	 	
                4

              	 
	
                SECTION
                  2.04.

              	 	 	
                Temporary
                  Environmental Control Bonds

              	 	 	
                5

              	 
	
                SECTION
                  2.05.

              	 	 	
                Registration;
                  Registration of Transfer and Exchange

              	 	 	
                5

              	 
	
                SECTION
                  2.06.

              	 	 	
                Mutilated,
                  Destroyed, Lost or Stolen Environmental Control Bonds

              	 	 	
                7

              	 
	
                SECTION
                  2.07.

              	 	 	
                Persons
                  Deemed Owner

              	 	 	
                8

              	 
	
                SECTION
                  2.08.

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

              	 	 	
                8

              	 
	
                SECTION
                  2.09.

              	 	 	
                Cancellation

              	 	 	
                9

              	 
	
                SECTION
                  2.10.

              	 	 	
                Authentication
                  and Delivery of Environmental Control Bonds

              	 	 	
                10

              	 
	
                SECTION
                  2.11.

              	 	 	
                Book-Entry
                  Environmental Control Bonds

              	 	 	
                10

              	 
	
                SECTION
                  2.12.

              	 	 	
                Notices
                  to Clearing Agency

              	 	 	
                10

              	 
	
                SECTION
                  2.13.

              	 	 	
                Definitive
                  Environmental Control Bonds

              	 	 	
                10

              	 
	
                SECTION
                  2.14

              	 	 	
                Tax
                  Treatment

              	 	 	
                16

              	 
	
                SECTION
                  2.15

              	 	 	
                State
                  Pledge

              	 	 	
                17

              	 
	
                SECTION
                  2.16

              	 	 	
                Security
                  Interests

              	 	 	
                17

              	 
	 	 	 	
                 

              	 	 	 	 
	
                ARTICLE
                  III

              	 	 	 	 
	 	 	 	 	 
	
                Covenants

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  3.01.

              	 	 	
                Payment
                  of Principal, Premium, if any, and Interest

              	 	 	
                18

              	 
	
                SECTION
                  3.02.

              	 	 	
                Maintenance
                  of Office or Agency

              	 	 	
                18

              	 
	
                SECTION
                  3.03.

              	 	 	
                Money
                  for Payments To Be Held in Trust

              	 	 	
                18

              	 
	
                SECTION
                  3.04.

              	 	 	
                Existence

              	 	 	
                20

              	 
	
                SECTION
                  3.05.

              	 	 	
                Protection
                  of Collateral

              	 	 	
                20

              	 


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  SECTION
                    3.06.

                	 	 	
                  Opinions
                    as to Collateral

                	 	 	
                  20

                	 
	
                  SECTION
                    3.07.

                	 	 	
                  Performance
                    of Obligations; SEC Filings

                	 	 	
                  21

                	 
	
                  SECTION
                    3.08.

                	 	 	
                  Negative
                    Covenants

                	 	 	
                  23

                	 
	
                  SECTION
                    3.09.

                	 	 	
                  Annual
                    Statement as to Compliance

                	 	 	
                  23

                	 
	
                  SECTION
                    3.10.

                	 	 	
                  Issuer
                    May Consolidate, etc., Only on Certain Terms

                	 	 	
                  24

                	 
	
                  SECTION
                    3.11.

                	 	 	
                  Successor
                    or Transferee

                	 	 	
                  26

                	 


        

      

      
        	
                SECTION
                  3.12.

              	 	 	
                No
                  Other Business

              	 	 	
                26

              	 
	
                SECTION
                  3.13.

              	 	 	
                No
                  Borrowing

              	 	 	
                26

              	 
	
                SECTION
                  3.14.

              	 	 	
                Guarantees,
                  Loans, Advances and Other Liabilities

              	 	 	
                26

              	 
	
                SECTION
                  3.15.

              	 	 	
                Capital
                  Expenditures

              	 	 	
                27

              	 
	
                SECTION
                  3.16.

              	 	 	
                Restricted
                  Payments

              	 	 	
                27

              	 
	
                SECTION
                  3.17.

              	 	 	
                Notice
                  of Events of Default

              	 	 	
                27

              	 
	
                SECTION
                  3.18.

              	 	 	
                Inspection

              	 	 	
                27

              	 
	
                SECTION
                  3.19.

              	 	 	
                Additional
                  Issuance

              	 	 	
                28

              	 
	
                SECTION
                  3.20.

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

              	 	 	
                29

              	 
	
                SECTION
                  3.21.

              	 	 	
                Taxes

              	 	 	
                32

              	 
	
                SECTION
                  3.22.

              	 	 	
                Separate
                  Entity

              	 	 	
                32

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  IV

              	 	 	 	 
	 	 	 	 	 
	
                Satisfaction
                  and Discharge; Defeasance

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  4.01.

              	 	 	
                Satisfaction
                  and Discharge of Indenture; Defeasance

              	 	 	
                32

              	 
	
                SECTION
                  4.02.

              	 	 	
                Conditions
                  to Defeasance

              	 	 	
                34

              	 
	
                SECTION
                  4.03.

              	 	 	
                Application
                  of Trust Money

              	 	 	
                35

              	 
	
                SECTION
                  4.04.

              	 	 	
                Repayment
                  of Moneys Held by Paying Agent

              	 	 	
                35

              	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  V

              	 	 	 	 
	 	 	 	 	 
	
                Remedies

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  5.01.

              	 	 	
                Events
                  of Default

              	 	 	
                36

              	 
	
                SECTION
                  5.02.

              	 	 	
                Acceleration
                  of Maturity; Rescission and Annulment

              	 	 	
                37

              	 
	
                SECTION
                  5.03.

              	 	 	
                Collection
                  of Indebtedness and Suits for Enforcement by Indenture
                  Trustee

              	 	 	
                38

              	 
	
                SECTION
                  5.04.

              	 	 	
                Remedies;
                  Priorities

              	 	 	
                40

              	 
	
                SECTION
                  5.05.

              	 	 	
                Optional
                  Preservation of the Collateral

              	 	 	
                41

              	 
	
                SECTION
                  5.06.

              	 	 	
                Limitation
                  of Proceedings

              	 	 	
                42

              	 
	
                SECTION
                  5.07.

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

              	 	 	
                42

              	 
	
                SECTION
                  5.08.

              	 	 	
                Restoration
                  of Rights and Remedies

              	 	 	
                43

              	 
	
                SECTION
                  5.09.

              	 	 	
                Rights
                  and Remedies Cumulative

              	 	 	
                43

              	 
	
                SECTION
                  5.10.

              	 	 	
                Delay
                  or Omission Not a Waiver

              	 	 	
                43

              	 
	
                SECTION
                  5.11.

              	 	 	
                Control
                  by Environmental Control Bondholders

              	 	 	
                43

              	 
	
                SECTION
                  5.12.

              	 	 	
                Waiver
                  of Past Defaults

              	 	 	
                44

              	 


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  SECTION
                    5.13.

                	 	 	
                  Undertaking
                    for Costs

                	 	 	
                  44

                	 
	
                  SECTION
                    5.14.

                	 	 	
                  Waiver
                    of Stay or Extension Laws

                	 	 	
                  45

                	 
	
                  SECTION
                    5.15.

                	 	 	
                  Action
                    on Environmental Control Bonds

                	 	 	
                  45

                	 
	 	 	 	 	 	 	 	 
	
                   ARTICLE
                    VI

                	 	 	 	 
	 	 	 	 	 
	
                  The
                    Indenture Trustee

                	 	 	 	 
	 	 	 	 	 	 	 	 
	
                  SECTION
                    6.01.

                	 	 	
                  Duties
                    and Liabilities of Indenture Trustee

                	 	 	
                  45

                	 
	
                  SECTION
                    6.02.

                	 	 	
                  Rights
                    of Indenture Trustee

                	 	 	
                  47

                	 
	
                  SECTION
                    6.03.

                	 	 	
                  Individual
                    Rights of Indenture Trustee

                	 	 	
                  47

                	 
	
                  SECTION
                    6.04.

                	 	 	
                  Indenture
                    Trustee’s Disclaimer

                	 	 	
                  47

                	 


        

      

      
        	
                SECTION
                  6.05.

              	 	 	
                     Notice
                  of Defaults

              	 	 	
                48

              	 
	
                SECTION
                  6.06.

              	 	 	
                     Reports
                  by Indenture Trustee to Holders

              	 	 	
                48

              	 
	
                SECTION
                  6.07.

              	 	 	
                     Compensation
                  and Indemnity

              	 	 	
                49

              	 
	
                SECTION
                  6.08.

              	 	 	
                     Replacement
                  of Indenture Trustee

              	 	 	
                50

              	 
	
                SECTION
                  6.09.

              	 	 	
                     Successor
                  Indenture Trustee by Merger

              	 	 	
                51

              	 
	
                SECTION
                  6.10.

              	 	 	
                     Appointment
                  of Co-Trustee or Separate Trustee

              	 	 	
                51

              	 
	
                SECTION
                  6.11.

              	 	 	
                     Eligibility;
                  Disqualification

              	 	 	
                52

              	 
	
                SECTION
                  6.12.

              	 	 	
                     Preferential
                  Collection of Claims Against Issuer

              	 	 	
                53

              	 
	
                SECTION
                  6.14

              	 	 	
                     Annual
                  Report by Independent Public Accountants

              	 	 	
                53

              	 
	
                SECTION
                  6.15

              	 	 	
                     Custody
                  of Collateral

              	 	 	
                53

              	 
	 	 	 	 	 	 	 	 
	
                 ARTICLE
                  VII

              	 	 	 	 
	 	 	 	 	 
	
                Environmental
                  Control Bondholders’ Lists and Reports

              	 	 	 	 
	 	 	 	 	 
	
                SECTION
                  7.01.

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

              	 	 	
                54

              	 
	
                SECTION
                  7.02.

              	 	 	
                     Preservation
                  of Information; Communications to Environmental Control
                  Bondholders

              	 	 	
                54

              	 
	
                SECTION
                  7.03.

              	 	 	
                     Reports
                  by Issuer

              	 	 	
                54

              	 
	
                SECTION
                  7.04.

              	 	 	
                     Reports
                  by Indenture Trustee

              	 	 	
                55

              	 
	
                SECTION
                  7.05.

              	 	 	
                     Provision
                  of Servicer Reports

              	 	 	
                55

              	 
	 	 	 	 	 	 	 	 
	
                 ARTICLE
                  VIII

              	 	 	 	 
	 	 	 	 	 
	
                Accounts,
                  Disbursements and Releases

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  8.01.

              	 	 	
                     Collection
                  of Money

              	 	 	
                55

              	 
	
                SECTION
                  8.02.

              	 	 	
                     Collection
                  Account

              	 	 	
                56

              	 
	
                SECTION
                  8.03.

              	 	 	
                     Release
                  of Collateral

              	 	 	
                61

              	 
	
                SECTION
                  8.04.

              	 	 	
                     Opinion
                  of Counsel

              	 	 	
                62

              	 
	
                SECTION
                  8.05.

              	 	 	
                     Reports
                  by Independent Accountants

              	 	 	
                62

              	 
	 	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  ARTICLE
                    IX

                	 	 	 	 
	 	 	 	 	 
	
                  Supplemental
                    Indentures

                	 	 	 	 
	 	 	 	 	 	 	 	 
	
                  SECTION
                    9.01.

                	 	 	
                       Supplemental
                    Indentures Without Consent of Environmental Control
                    Bondholders

                	 	 	
                  63

                	 
	
                  SECTION
                    9.02.

                	 	 	
                       Supplemental
                    Indentures with Consent of Environmental Control
                    Bondholders

                	 	 	
                  64

                	 
	
                  SECTION
                    9.03.

                	 	 	
                       PSCWV
                    Condition

                	 	 	
                  67

                	 
	
                  SECTION
                    9.04.

                	 	 	
                       Execution
                    of Supplemental Indentures

                	 	 	
                  68

                	 
	
                  SECTION
                    9.05.

                	 	 	
                       Effect
                    of Supplemental Indenture

                	 	 	
                  68

                	 
	
                  SECTION
                    9.06.

                	 	 	
                       Conformity
                    with Trust Indenture Act

                	 	 	
                  68

                	 
	
                  SECTION
                    9.07.

                	 	 	
                       Reference
                    in Environmental Control Bonds to Supplemental Indentures

                	 	 	
                  68

                	 


        

      

      
        	
                 

              	 	 	
                 

              	 	 	 	 
	
                ARTICLE
                  X

              	 	 	 	 
	 	 	 	 	 
	
                [RESERVED]

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                ARTICLE
                  XI

              	 	 	 	 
	 	 	 	 	 
	
                Miscellaneous

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                SECTION
                  11.01.

              	 	 	
                Compliance
                  Certificates and Opinions, etc.

              	 	 	
                69

              	 
	
                SECTION
                  11.02.

              	 	 	
                Form
                  of Documents Delivered to Indenture Trustee

              	 	 	
                69

              	 
	
                SECTION
                  11.03.

              	 	 	
                Acts
                  of Environmental Control Bondholders

              	 	 	
                70

              	 
	
                SECTION
                  11.04.

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

              	 	 	
                71

              	 
	
                SECTION
                  11.05.

              	 	 	
                Notices
                  to Environmental Control Bondholders; Waiver

              	 	 	
                72

              	 
	
                SECTION
                  11.06.

              	 	 	
                Alternate
                  Payment and Notice Provisions

              	 	 	
                72

              	 
	
                SECTION
                  11.07.

              	 	 	
                Conflict
                  with Trust Indenture Act

              	 	 	
                72

              	 
	
                SECTION
                  11.08.

              	 	 	
                Effect
                  of Headings and Table of Contents

              	 	 	
                73

              	 
	
                SECTION
                  11.09.

              	 	 	
                Successors
                  and Assigns

              	 	 	
                73

              	 
	
                SECTION
                  11.10.

              	 	 	
                Separability

              	 	 	
                73

              	 
	
                SECTION
                  11.11.

              	 	 	
                Benefits
                  of Indenture

              	 	 	
                73

              	 
	
                SECTION
                  11.12.

              	 	 	
                Legal
                  Holidays

              	 	 	
                73

              	 
	
                SECTION
                  11.13.

              	 	 	
                Governing
                  Law

              	 	 	
                73

              	 
	
                SECTION
                  11.14.

              	 	 	
                Counterparts

              	 	 	
                73

              	 
	
                SECTION
                  11.15.

              	 	 	
                Issuer
                  Obligation

              	 	 	
                74

              	 
	
                SECTION
                  11.16.

              	 	 	
                No
                  Petition

              	 	 	
                74

              	 
	SECTION
                11.17.	 	 	
                Customer 
                  Identification

              	 	 	74	 
	 	 	 	
                 

              	 	 	 	 
	
                Appendix
                  A

              	 	 	
                Master
                  Definitions

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Appendix
                  B

              	 	 	
                Form
                  of Series Supplement

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Appendix
                  C

              	 	 	
                Servicing
                  Criteria to be Addressed by Indenture Trustee in Assessment of
                  Compliance

              	 	 	 	 


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    INDENTURE
      dated as of April 11, 2007 (as amended or otherwise supplemented from
      time to time, this “Indenture”),
      between MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company
      (the “Issuer”),
      and
      U.S. Bank National Association, a national banking association, in its capacity
      as trustee for the benefit of the Holders of the Environmental Control Bonds,
      itself and each Swap Counterparty, if any (in its collective capacities, the
      “Indenture
      Trustee”).

     

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

     

    NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

     

    Definitions
      and Incorporation by Reference

     

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

     

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

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Environmental Control Bonds.

     

    “indenture
      to be qualified” means this Indenture.

     

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

     

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

     

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

     

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

     

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

     

    (iii)  
       “or”
is
      not exclusive;

     

    (iv)  
       “including”
      means including without limitation;

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE II 

     

    The
      Environmental Control Bonds

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (vii) 
       the
      Series Issuance Date for the Series;

     

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

     

    (ix)  
       the
      Authorized Initial Denominations for the Series;

     

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

     

    (xi)  
       the
      Required Capital Amount;

     

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

     

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

     

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

     

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

     

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

     

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


     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
          
          

        

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Once
      all
      of the applicable requirements of Section 3.19 hereof are satisfied, which
      requirements arise only after the first Series of Environmental Control Bonds
      has been issued, Environmental Control Bonds of a new Series may from time
      to
      time be executed by an Authorized Officer and delivered to the Indenture Trustee
      for authentication and thereupon the same shall be authenticated and delivered
      by the Indenture Trustee upon delivery by the Issuer, at the Issuer’s expense,
      to the Indenture Trustee of the following:

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    respect
      to the Series Collateral that are required to
      be filed in accordance with the terms of the Transfer Agreement, the Sale
      Agreement, the Servicing Agreement or this Indenture have been filed as
      required; and (v) that all conditions precedent
      provided in the Indenture relating to the authentication and delivery of the
      Environmental Control Bonds have been complied with.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)  the
      Environmental Control Bonds applied for, when authenticated in accordance with
      the provisions of the Indenture and the related Series Supplement
      and 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    delivered,
      will constitute valid and binding
      obligations of the Issuer entitled to the benefits of the Indenture and the
      related Series Supplement, enforceable in accordance with the terms of such
      Bonds except as such enforceability may be subject to bankruptcy, insolvency, moratorium, reorganization and other similar
      laws affecting
      the rights and remedies of creditors generally and general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law);

     

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

     

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

     

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

     

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

     

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

     

    (h)  all
      filings with, and orders of, the PSCWV pursuant to the Statute that are
      necessary to transfer the Environmental Control Property to the Seller and
      subsequently the Transferred Environmental Control Property from the Seller
      to
      the 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Issuer
      have been executed and filed. Except for
      continuation filings with the Secretary of State of the State of West Virginia,
      all filings, including filings with the PSCWV and the Secretary of State of
      the
      State of West Virginia pursuant to the Statute, that are necessary to fully preserve and protect the interests of the Seller
      in the
      Environmental Control Property and the Issuer in the Transferred Environmental
      Control Property have been executed and filed.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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      (m)  either
        (A) the Registration Statement is effective under the Securities Act and,
        to the best of such counsel’s knowledge and information, no stop order
        suspending the effectiveness of the Registration Statement has been issued
        under
        the Securities Act nor have proceedings therefor been instituted or threatened
        by the Commission or (B) the Environmental Control
        Bonds are exempt from the registration requirements under the Securities
        Act;

    

     

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

     

    (7)  [Reserved]

     

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

     

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

     

    (10)  Moneys
      for Refunding.
      If the
      issuance of a Series of Environmental Control Bonds is a Refunding Issuance,
      the
      amount of money necessary to pay the outstanding principal balance of, and
      premium and interest on, the Environmental Control Bonds being
      refunded, such money to be deposited into a separate account with the Indenture
      Trustee.

     

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

     

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

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

       

    

    
      SECTION
        2.13.  Definitive
        Environmental Control Bonds.
        If (i)
        the Issuer advises the Indenture Trustee in writing that the then acting
        Clearing Agency is no longer willing or able to properly discharge its
        responsibilities as nominee and depository with respect to the book-entry
        bonds
        of any Series or Tranche and the Issuer is unable to locate a qualified
        successor, or (ii) after the occurrence of an Event of Default, Environmental
        Control Bond Owners representing beneficial interests aggregating no less
        than a
        majority of the Outstanding Amount of the Environmental Control Bonds of
        all
        Series maintained as book-entry bonds advise the Issuer, the Indenture Trustee
        and the Clearing Agency in writing that the continuation of a book-entry
        system
        through the Clearing Agency is no longer in the best interests of the
        Environmental Control Bond Owners, then the Clearing Agency shall notify
        all
        affected Environmental Control Bond Owners and the Indenture Trustee of the
        occurrence of any such event and of the availability of Definitive Environmental
        Control Bonds to affected Environmental Control Bond  

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      
        Owners
          requesting the same. Upon surrender to the Indenture Trustee of the typewritten
          Environmental Control Bond or Environmental Control Bonds representing
          the
          Book-Entry Environmental Control Bonds by the Clearing Agency, accompanied
          by
          registration instructions, a Manager on behalf of the Issuer shall execute
          and
          the Indenture Trustee shall authenticate the Definitive Environmental Control
          Bonds in accordance with the instructions of the Clearing Agency. None
          of the
          Issuer, the Bond Registrar or the Indenture Trustee shall be liable for
          any
          delay in delivery of such instructions and may conclusively rely on, and
          shall
          be protected in relying on, such instructions. Upon the issuance of Definitive
          Environmental Control Bonds in accordance with this Section 2.13, the Indenture
          Trustee shall recognize the Holders of the Definitive Environmental Control
          Bonds as Environmental Control Bondholders.

         

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

         

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

         

      

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

       

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

       

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


       

      SECTION
        2.16.  Security
        Interests.
        The
        Issuer hereby makes the following representations and warranties. Other than
        (i)
        the security interest granted to the Indenture Trustee pursuant to this
        Indenture in the applicable Series Supplement and (ii) any security interest
        granted by the Issuer pursuant to an Additional Issuance, the Issuer has
        not
        pledged, granted, sold, conveyed or otherwise assigned any interests or security
        interests in any Collateral and no security agreement, financing statement
        or
        equivalent security or Lien instrument listing the Issuer as debtor covering
        all
        or any part of any Collateral is on file or of record in any jurisdiction,
        except such as may have been filed, recorded or made by the Issuer in favor
        of
        the 

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Indenture
      Trustee on behalf of the Holders of Bonds secured by such Collateral in
      connection with this Indenture. This Indenture constitutes a valid and
      continuing lien on the Collateral in favor of the Indenture Trustee on behalf
      of
      the Holders of the Bonds secured by such Collateral, which lien is prior to
      all
      other Liens and is enforceable as such as against creditors of and purchasers
      from the Issuer in accordance with its terms, except as such enforceability
      may
      be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws affecting creditors’ rights generally or by
      general equitable principles, whether considered in a proceeding at law or
      in
      equity and by an implied covenant of good faith and fair dealing. With respect
      to all Series Collateral, this Indenture together with the related Series
      Supplement creates a valid and continuing security interest (as defined in
      the
      UCC) in the related Series Collateral, which security interest is prior to
      all
      other Liens and is enforceable as such as against creditors of and purchasers
      from the Issuer in accordance with its terms, except as such enforceability
      may
      be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws affecting creditors’ rights generally or by
      general equitable principles, whether considered in a proceeding at law or
      in
      equity and by an implied covenant of good faith and fair dealing. The Issuer
      has
      good and marketable title to the Collateral free and clear of any Lien, claim
      or
      encumbrance of any Person. All of the Collateral constitute either Environmental
      Control Property, deposit accounts, investment property or general intangibles
      (as each such term is defined in the UCC) except that proceeds of the Collateral
      may also take the form of instruments. The Issuer has taken, or caused the
      Servicer to take, all action necessary to perfect the security interest in
      the
      Series Collateral granted to the Indenture Trustee pursuant to this Indenture
      in
      the applicable Series Supplement. The Issuer has filed (or has caused the
      Servicer to file) all appropriate financing statements in the proper filing
      offices in the appropriate jurisdictions under applicable law in order to
      perfect the security interest in the Series Collateral granted to the Indenture
      Trustee for the benefit of the Secured Parties of each related Series. The
      Issuer has not authorized the filing of and is not aware
      of
      any financing statements against the Issuer that include a description of the
      Collateral other than those filed in favor of the Indenture Trustee. The Issuer
      is not aware of any judgment or tax Lien filings against the Issuer. The
      Collection Account (including all subaccounts thereof) constitutes a “securities
      account” within the meaning of the UCC. The Issuer has taken all steps necessary
      to cause the securities intermediary of each such securities account to identify
      in its records the Indenture Trustee as the person having a Security Entitlement
      against the securities intermediary in such securities account, the Collection
      Account for such Series of Bonds is not in the name of any Person other than
      the
      Indenture Trustee, and the Issuer has not consented to the securities
      intermediary of the Collection Account for such Series of Bonds to comply with
      entitlement orders of any Person other than the Indenture Trustee. All of the
      Series Collateral constituting investment property has been and will have been
      credited to the Collection Account for such Series of Bonds or a subaccount
      thereof, and the entity acting as Indenture Trustee, in its capacity as the
      securities intermediary for such Collection Account, has agreed to treat all
      assets credited to the Collection Account for such Series of Bonds as “financial
      assets” within the meaning of the UCC. Accordingly, the Indenture Trustee has a
      first priority perfected security interest in the Collection Account for such
      Series of Bonds, all funds and financial assets on deposit therein, and all
      Securities Entitlements relating thereto. The representations and warranties
      set
      forth in this Section 2.16 shall survive the execution and delivery of this
      Indenture and the issuance of any Bonds, shall be deemed re-made on each date
      on
      which any funds in the Collection Account for each Series of Bonds are
      distributed to Issuer or otherwise released from the lien of the Indenture
      

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      and
        may
        not be waived by any party hereto except pursuant to a supplemental indenture
        executed in accordance with Article IX and as to which the Rating Agency
        Condition has been satisfied.

       

    

    ARTICLE
      III

     

    Covenants

     

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

     

    SECTION
      3.02.  Maintenance
      of Office or Agency.
      As long
      as any of the Environmental Control Bonds remain Outstanding, the Issuer will
      maintain in St. Paul, Minnesota, an office or agency where Environmental Control
      Bonds may be surrendered for registration of transfer or exchange, and where
      notices and demands to or upon the Issuer in respect of the Environmental
      Control Bonds and this Indenture may be served. The Issuer hereby initially
      appoints the Indenture Trustee to serve as its agent for the foregoing
purposes. The Issuer will give prompt written notice
      to the
      Indenture Trustee of the location, and of any change in the location, of any
      such office or agency. If at any time the Issuer shall fail to maintain any
      such
      office or agency or shall fail to furnish the Indenture Trustee with the address
      thereof, such surrenders, notices and demands may be made or served at the
      Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee
      as
      its agent to receive all such surrenders, notices and demands.

    
       

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

       

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

       

    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    The
      Issuer may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, by Issuer Order direct
      any
      Paying Agent to pay to the Indenture Trustee all sums held in trust by such
      Paying Agent, such sums to be held by the
      Indenture Trustee upon the same trusts as those upon which the sums were held
      by
      such Paying Agent; and upon such payment by any Paying Agent to the Indenture
      Trustee, such Paying Agent shall be released from all further liability with
      respect to such money.

    
       

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


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    notification
      of such repayment (including mailing notice of such repayment to Holders whose
      right to or interest in moneys due and payable but not claimed is determinable
      from the records of the Indenture Trustee or of any Paying Agent, at the last
      address of record for each such Holder).

     

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

     

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

     

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

     

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

     

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

       

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

       

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

       

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

       

      SECTION
        3.06.  Opinions
        as to Collateral.
        (a) On
        or before July 1st in each calendar year, beginning at least three months
        after the issuance of the first Series of the Environmental Control Bonds
        while
        any Series is Outstanding, the Issuer shall furnish to the Indenture Trustee
        an
        Opinion of Counsel either stating that, in the opinion of such counsel, such
        action has been taken with respect to the recording, filing, re-recording
        and
        refiling of this Indenture, any Indentures supplemental hereto and any other
        requisite documents and, with 

    

     

    
      
        
        

      

      
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    respect
      to the execution and filing of any filings with the PSCWV pursuant to the
      Statute, financing statements and continuation statements as is necessary to
      maintain the lien and security interest created by this Indenture and reciting
      the details of such action or stating that in the opinion of such counsel no
      such action is necessary to maintain such lien and security interest, and no
      other lien or security interest is equal or provide the lien and security
      interest of the Bond Trustee in the Series Collateral. Such Opinion of Counsel
      shall also describe the recording, filing, re-recording and refiling of this
      Indenture, any Indentures supplemental hereto and any other requisite documents,
      and the execution and filing of any filings with the PSCWV and the Secretary
      of
      State of the State of West Virginia, financing statements and continuation
      statements that will, in the opinion of such counsel, be required to maintain
      the lien and security interest of this Indenture until July 1 in the
      following calendar year.

     

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

     

    SECTION
      3.07.  Performance
      of Obligations, SEC Filings.
      (a) The
      Issuer (i) shall diligently pursue any and all actions to enforce its
      rights under each instrument or agreement included in the Collateral and
      (ii) shall not take any action and will use its best efforts not to permit
      any action to be taken by others that would release any Person from any of
      such
Person’s covenants or obligations under any such instrument
      or agreement or that would result in the amendment, hypothecation,
      subordination, termination or discharge of, or impair the validity or
      effectiveness of, any such instrument or agreement, except, in each case, as
      expressly provided in this Indenture, the Transfer Agreement, the Sale
      Agreement, the Servicing Agreement, any Swap Agreement or such other instrument
      or agreement.

    
       

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

       

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

       

      (d)  Without
        derogating from the absolute nature of the assignment granted to the Indenture
        Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
        but subject to Section 3.20, the Issuer agrees that it will not, without
        the prior written consent of the Indenture Trustee or the Holders of at least
        a
        majority in Outstanding Amount of the 

    

     

    
      
        
        

      

      
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    Environmental
      Control Bonds of all Series, amend, modify, waive, supplement, terminate or
      surrender, or agree to any amendment, modification, supplement, termination,
      waiver or surrender of, the terms of any Collateral or the Basic Documents.
      If
      any such amendment, modification, supplement or waiver shall be so consented
      to
      by the Indenture Trustee or such Holders, the Issuer agrees to execute and
      deliver, in its own name and at its own expense, such agreements, instruments,
      consents and other documents as shall be necessary or appropriate in the
      circumstances. The Issuer agrees that no such amendment, modification,
      supplement or waiver shall adversely affect the rights of the Holders of the
      Environmental Control Bonds Outstanding at the time of any such amendment,
      modification, supplement or waiver.

     

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

     

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

     

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

     

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

    
       

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

       

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

       

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

       

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

       

    

    
      
        
        

      

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

     

    SECTION
      3.08.  Negative
      Covenants.
      The
      Issuer shall not:

     

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

     

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

     

    (iii)  (A) permit
      the validity or effectiveness of this Indenture to be impaired, or permit the
      lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or
      discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Environmental Control Bonds under this Indenture
      except as may be expressly permitted hereby, (B) permit any lien, charge,
      excise, claim, security interest, mortgage or other encumbrance (other than
      the
      lien and security interest created by this Indenture and the other Basic
      Documents) to be created on or extend to or otherwise arise
      upon or burden the Collateral or any part thereof or any interest therein or
      the
      proceeds thereof or (C) permit the lien of any Series Supplement not to
      constitute a continuing valid first priority security interest in the related
      Series Collateral;

     

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

     

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

     

    SECTION
      3.09.  Annual
      Statement as to Compliance.
      The
      Issuer will deliver to the Indenture Trustee, Mon Power and the Rating Agencies
      within 120 days after the end of each fiscal year of the Issuer (commencing
      with
      December 31, 2007 - the end of the fiscal year 2007), an Officer’s
      Certificate stating, as to the Authorized Officer signing such Officer’s
      Certificate, that

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    (vi)  the
      Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel of external counsel of the Issuer each stating that
      such sale, conveyance, exchange, transfer or other disposition and such
      Supplemental 

     

    
      
        
        

      

      
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    Indenture
      comply with this Indenture and the related Series Supplement and that all
      conditions precedent herein provided for in this Section 3.10(b) with respect
      to
      such transaction have been complied with (including any filing required by
      the
      Exchange Act).

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    SECTION
      3.17.  Notice
      of Events of Default.
      The
      Issuer agrees to deliver to a Responsible Officer of the Indenture Trustee,
      the
      PSCWV, and the Rating Agencies written notice in the form of an Officer’s
      Certificate of any Default or Event of Default hereunder, its status and
what action the Issuer is taking or proposes to take
      with
      respect thereto within five Business Days after the occurrence
      thereof.

     

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

     

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

     

    
      
        
        

      

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

     

    (c)  In
      addition to all applicable requirements of Section 2.10
      hereof, the following conditions must be satisfied in connection with
      any Additional Issuance:

     

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

     

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

     

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

     

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

     

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

     

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

    

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    Agreement,
      the Sale Agreement, the Servicing Agreement or such Swap Agreement to the extent
      and in the manner directed by the Indenture Trustee, including the transmission
      of notices of default on the part of the Transferor, the Seller, the Servicer
      or
      Swap Counterparty thereunder and the institution of legal or administrative
      actions or proceedings to compel or secure performance by the Transferor, the
      Seller, the Servicer or Swap Counterparty of each of their obligations under
      the
      Transfer Agreement, the Sale Agreement, the Servicing Agreement and such Swap
      Agreement.

     

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

     

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

     

    (i)  As
      promptly as possible after the giving of notice to the Servicer and the Rating
      Agencies of termination the Servicer’s rights and powers pursuant to
      Section 6.01 of the Servicing Agreement, the Indenture Trustee shall,
      together with such other Persons, if any, as are specified in Section 6.04
      of the Servicing Agreement, appoint a successor Servicer (the “Successor
      Servicer”),
      and
      such Successor Servicer shall accept its appointment by a written assumption
      in
      a form acceptable to the Issuer and the Indenture Trustee. A person shall
      qualify as a Successor Servicer only if such Person satisfies the requirements
      of Section 6.04 of the Servicing Agreement. If within 30 days after the
      delivery of the notice referred to above, a Successor Servicer shall not have
      been appointed and accepted its appointment as such, the Indenture Trustee
      may
      petition the PSCWV or a court of competent jurisdiction to appoint a Successor
      Servicer. In connection with any such appointment, the Issuer may make such
      arrangements for the compensation of such Successor Servicer as it and such
      Successor Servicer shall agree, subject to the limitations set forth below
      and
      in the Servicing Agreement, and in accordance with Section 6.04 of the
      Servicing Agreement, the Issuer shall enter into an agreement with such
      Successor Servicer for the servicing of the Transferred Environmental Control
      Property (such agreement to be in form and substance satisfactory to the
      Indenture Trustee).

     

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

     

    
      
        
        

      

      
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    Bondholders
      and the Rating Agencies of such appointment, specifying in such notice the
      name
      and address of such Successor Servicer.

     

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

     

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

     

    SECTION
      3.21.  Taxes.
      So long
      as any of the Environmental Control Bonds are Outstanding, the Issuer shall
      pay
      or cause to be paid all material taxes, including gross receipts taxes,
      assessments and governmental charges imposed upon it or any of its properties
      or
      assets or with respect to any of its franchises, business, income or property
      before any penalty accrues thereon if the failure to pay any such taxes,
      assessments and governmental charges would, after any applicable grace periods,
      notices or other similar requirements, result in a Lien on the
      Collateral.

     

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

     

    ARTICLE
      IV 

     

    Satisfaction
      and Discharge; Defeasance

     

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

     

    
      
        
        

      

      
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    (A)  either

     

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

     

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

     

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

     

    (C)  the
      Issuer has delivered to the Indenture Trustee and to the PSCWV an Officer’s
      Certificate, an Opinion of Counsel from external counsel and (if required by
      the
      TIA or the Indenture Trustee) an Independent Certificate from a firm of
      registered public accountants, each meeting the applicable requirements of
      Section 11.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and
      discharge of this
      Indenture with respect to Environmental Control Bonds of such Series have been
      complied with.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (h)  the
      Rating Agency Condition has been satisfied.

     

    SECTION
      4.03.  Application
      of Trust Money.
      All
      moneys or U.S. Government Obligations deposited with the Indenture Trustee
      pursuant to Section 4.01 or 4.02 hereof with respect to any Series of
      Environmental Control Bonds shall be held in trust in the Defeasance Subaccount
      for such Series and applied by it, in accordance with the provisions of the
      Environmental Control Bonds and this Indenture, to the payment, either directly
      or through any Paying Agent, as the Indenture Trustee may
      determine, to the Holders of the particular Environmental Control Bonds for
      the
      payment or redemption of which such moneys have been deposited with the
      Indenture Trustee, of all sums due and to become due thereon for principal,
      premium, if any, and interest. Such moneys shall be segregated and held apart
      solely for paying such Environmental Control Bonds and such Environmental
      Control Bonds shall not be entitled to any amounts on deposit in the Collection
      Account other than amounts on deposit in the Defeasance Subaccount for such
      Environmental Control Bonds.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      V 

     

    Remedies

     

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

     

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

     

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

     

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

     

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

     

    (v)  the
      commencement by the Issuer of a voluntary case under any applicable Federal
      or
      state bankruptcy, insolvency or other similar law now or hereafter in effect,
      or
      the consent by the Issuer to the entry of an order for relief in an involuntary
      case under any such law, or the consent by the Issuer to the appointment or
      taking possession by a receiver, liquidator, assignee, custodian, trustee,
      sequestrator or similar 

     

    
      
        
        

      

      
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    official
      of the Issuer or for any substantial part of the Collateral, or the making
      by
      the Issuer of any general assignment for the benefit of creditors, or the
      failure by the Issuer generally to pay its debts as such debts become due,
      or
      the taking of action by the Issuer in furtherance of any of the foregoing;
      or

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    in
      accordance with the Statute for sequestration of revenues arising with respect
      to such Transferred Environmental Control Property.

     

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

     

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

     

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

     

     

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

     

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

     

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

     

    
      
        
        

      

      
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    other
      expenses and liabilities incurred, and all advances made, by the Indenture
      Trustee and each predecessor Indenture Trustee except as a result of negligence
      or bad faith.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    reputation
      as to the feasibility of such proposed action and as to the sufficiency of
      the
      Series Collateral for such purpose.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      5.07.  Unconditional
      Rights of Environmental Control Bondholders To Receive Principal, Premium,
      if
      any, and Interest.
      Notwithstanding any other provisions in this Indenture, the Holder of any
      Environmental Control Bond shall have the right, which is absolute and
      unconditional, (a) to receive payment of (i) the interest, if any, on
      such Environmental Control Bond on or after the due dates thereof expressed
      in
      such Environmental Control Bond or in this Indenture or (ii) the unpaid
      principal, if any, of such Environmental Control Bonds on or after the
      Series Termination Date or Tranche Termination Date therefor and


     

    
      
        
        

      

      
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    (b) to
      institute suit for the enforcement of any such payment, and such right shall
      not
      be impaired without the consent of such Holder.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Series
      or
      (c) any suit instituted by any Environmental Control Bondholder for the
      enforcement of the payment of (i) interest on any Environmental Control
      Bond on or after the due dates expressed in such Environmental Control Bond
      and
      in this Indenture or (ii) the unpaid principal, if any, of any
      Environmental Control Bond on or after the Series Termination Date or
      Tranche Termination Date, if applicable, therefor.

     

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

     

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

     

    ARTICLE
      VI 

     

    The
      Indenture Trustee

     

    SECTION
      6.01.  Duties
      and Liabilities of Indenture Trustee.
      (a) If
      an Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in their exercise as a prudent
      Person would exercise or use under the circumstances in the conduct of such
      Person’s own affairs.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (j)     If
      and
      for so long as the Issuer continues to file periodic reports with the Commission
      pursuant to the Exchange Act, on or before March 15th
      of each
      fiscal year ending December 31, the Indenture Trustee shall (i) deliver to
      the
      Issuer a report (in form and substance reasonably satisfactory to the Issuer
      and
      addressed to the Issuer and signed by a Responsible Officer of the Indenture
      Trustee) regarding the Indenture Trustee’s assessment of compliance, during the
      immediately preceding fiscal year ending December 31, with each of the
      applicable servicing criteria specified on Appendix C hereto as required by
      Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB
      and
      (ii) deliver to the Issuer a report of an Independent registered public
      accounting firm reasonably acceptable to the Issuer that attests to and reports
      on, in accordance with Rules 1-02(a)(3) and 2-01(g) of Regulation S-X under
      the


     

    
      
        
        

      

      
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    Securities
      Act and the Exchange Act, the assessment of compliance made by the Indenture
      Trustee and delivered pursuant to subclause (i) of this clause (j).

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      6.04.  Indenture
      Trustee’s Disclaimer.
      The
      Indenture Trustee shall not be responsible for and makes no representation
      as to
      the validity or adequacy of this Indenture or the Environmental Control Bonds.
      The Indenture Trustee shall not be accountable for the Issuer’s use of the
      proceeds from the Environmental Control Bonds, and the Indenture Trustee shall
      not be responsible for any statement of the Issuer in the Indenture or in any
      document issued in connection with the sale of the Environmental Control Bonds
      or in the Environmental Control Bonds other than the
      Indenture Trustee’s certificate of authentication. The Indenture Trustee shall
      not be responsible for the form, character, genuineness, sufficiency, value
      or
      validity of any of the Collateral, or for or in respect of the validity or
      sufficiency of the Environmental Control Bonds (other than the certificate
      of
      authentication for the Environmental 

     

    
      
        
        

      

      
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    Control
      Bonds) or the Basic Documents and the
      Indenture Trustee shall in no event assume or incur any liability, duty or
      obligation to any Holder of an Environmental Control Bond, other than is
      expressly provided for in this Indenture. The Indenture Trustee shall not be
      liable for the default or misconduct of the Issuer, the Transferor, the Seller,
      the Servicer or any Swap Counterparty and the Indenture Trustee shall have
      no
      obligation or liability to perform the obligations of the Issuer.

     

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

     

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

     

    (b)  With
      respect to each Series of Environmental Control Bonds, on or prior to each
      Payment Date or Special Payment Date therefor, the Indenture Trustee
      will make
      available on its website at www.usbank.com/abs, 
      a statement prepared by the Servicer in accordance with Section 5.12 of the
      Servicing Agreement to each Holder of Environmental Control Bonds and the PSCWV
      which will include (to the extent applicable) the following information (and
      any
      other information so specified in the Series Supplement for such Series) as
      to the Environmental Control Bonds of such Series with respect to such Payment
      Date, or Special Payment Date or the period since the previous Payment Date
      or
      Special Payment Date, as applicable:

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    (c)  The
      Indenture Trustee’s responsibility for disbursing the information described in
      subsection (b) above to Holders of Environmental Control Bonds and the
      PSCWV is limited to the availability, timeliness and accuracy of the information
      provided by the Servicer pursuant to the Servicing Agreement and
      the
      Indenture Trustee shall not be responsible for, and shall have no liability
      with
      respect to verifying such information.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      (v)  the
        Indenture Trustee fails
        to
        provide to the Issuer any information reasonably requested by the Issuer
        pertaining to the Indenture Trustee and necessary for the Issuer to comply
        with
        its reporting obligations under the Exchange Act and Regulation AB and such
        failure is not resolved to the Issuer’s and the Indenture Trustee’s mutual
        satisfaction within a reasonable period of time.

       

    

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    eligibility
      as a successor trustee under Section 6.11 and no notice to Environmental
      Control Bondholders of the appointment of any co-trustee or separate trustee
      shall be required under Section 6.08 hereof. Notes of any such appointment
      shall be promptly given to each Rating Agency and to the PSCWV by the
      Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      6.11.  Eligibility;
      Disqualification.
      The
      Indenture Trustee shall at all times satisfy the requirements of
      TIA § 310(a) and rule 3a-7 under the Investment Company 

     

    
      
        
        

      

      
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    Act
      of
      1940. The Indenture Trustee shall have a combined capital and surplus of at
      least $50,000,000 as set forth in its most recent published annual report of
      condition and it shall have a long term debt rating of “Baa3” or better by
      Moody’s and “BBB-“ by Standard & Poor’s and Fitch (if currently rated
      by Fitch). The Indenture Trustee shall comply with TIA § 310(b), including
      the optional provision permitted by the second sentence of TIA § 310(b)(9);
      provided, however, that there shall be excluded from the
      operation of TIA § 310(b)(1) any indenture or indentures under which other
      securities of the Issuer are outstanding if the requirements for such exclusion
      set forth in TIA § 310(b)(1) are met.

     

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

     

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

     

    (i)    
      the
      Indenture Trustee is a national banking association validly existing and in
      good standing under the laws of the United States; and 

     

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

     

    SECTION
      6.14.  Annual
      Report by Independent Public Accountants.
      In the
      event the firm of independent registered public accountants requires the
      Indenture Trustee to agree or consent to the procedures performed by such firm
      pursuant to Section 3.06 of the Servicing Agreement, the Indenture Trustee
      shall
      deliver such letter of agreement or consent in conclusive reliance upon the
      written direction of the Issuer in accordance with Section [ ] of the Servicing
      Agreement. 

     

    SECTION
      6.15.  Custody
      of Collateral.
      The
      Indenture Trustee shall hold such of the Collateral (and any other collateral
      that may be granted to the Indenture Trustee) as consists of instruments,
      deposit accounts, negotiable documents, money, goods, letters of credit, and
      advices of credit in the State of Minnesota. The Indenture Trustee shall hold
      such of the Collateral as constitute investment property through a securities
      intermediary (which may be the entity acting as Indenture Trustee), which
      securities intermediary shall agree (and, to the extent that the entity acting
      as Indenture Trustee is the securities intermediary, such entity hereby agrees
      with respect to itself as securities intermediary) with such entity that (a)
      such investment property shall at all times be credited to a securities account
      of the Indenture Trustee, (b) such securities intermediary shall treat the
      Indenture Trustee as entitled to exercise the rights that comprise each
      financial asset credited to such securities account, (c) all property credited
      to such securities account shall be treated as a financial asset, (d) such
      securities intermediary shall comply with entitlement orders originated by
      the
      Indenture Trustee without the further consent of any other person or entity,
      (e)
      such securities intermediary will not agree with any person other than the
      Indenture Trustee to comply with entitlement orders originated by such other
      

     

    
      
        
        

      

      
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    person,
      (f) such securities accounts and the property credited thereto shall not be
      subject to any Lien, security interest, right of set-off in favor of such
      securities intermediary or anyone claiming through it (other than the Indenture
      Trustee), and (g) such agreement shall be governed by the internal laws of
      the
      State of West Virginia. Terms used in the preceding sentence that are defined
      in
      the UCC and not otherwise defined herein shall have the meaning set forth in
      the
      UCC. Except as permitted by this Section 6.15, or elsewhere
      in this Indenture, the Indenture Trustee shall not hold Collateral through
      an
      agent or a nominee.

     

    ARTICLE
      VII 

     

    Environmental
      Control Bondholders’ Lists and Reports

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      VIII

     

    Accounts,
      Disbursements and Releases

     

    SECTION
      8.01.  Collection
      of Money.
      Except
      as otherwise expressly provided herein, the Indenture Trustee may demand payment
      or delivery of, and shall receive and collect, directly and without intervention
      or assistance of any fiscal agent or other intermediary, all money and other
      property payable to or receivable by the Indenture Trustee pursuant to this
      Indenture. The Indenture Trustee shall apply all such money received by it
      as
provided in this Indenture. Except as otherwise expressly
      provided in this Indenture, if any default occurs in the making of any payment
      or performance under any agreement or instrument that is part of the Collateral,
      the Indenture Trustee may take such action as may be appropriate to enforce
      such
      payment or performance, including the institution and prosecution of appropriate
      Proceedings. Any such action shall be without prejudice to any right to claim
      a
      Default or Event of Default under this Indenture and any right to proceed
      thereafter as provided in Article V.

     

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

     

    
      
        
        

      

      
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    Collection
      Account for such Series of Bonds as part of the Series Collateral securing
      such
      Bonds as herein provided. The Indenture Trustee shall have sole dominion and
      exclusive control over all moneys in such Collection Account and shall apply
      such amounts therein as provided in this Section 8.02.

     

    The
      Securities Intermediary hereby confirms that (i) each Collection Account
      is, or at inception will be established as, a “securities account” as such term
      is defined in Section 8-501(a) of the UCC, (ii) it is a “securities
      intermediary” (as such term is defined in Section 8-102(a)(14) of the UCC) and
      is acting in such capacity with respect to such accounts, and (iii) the
Indenture Trustee for the benefit of the Secured Parties
      is
      the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of
      the UCC) with respect to such accounts and not other Person shall have the
      right
      to give “entitlement orders" (as such term is defined in Section 8-102(a)(8))
      with respect to such accounts. The Securities Intermediary hereby further agrees
      that each item of property (whether investment property, financial asset,
      security, instrument or cash) received by it will be credited to the applicable
      Collection Account and shall be treated by it as “financial asset” within the
      meaning of Section 8-102(a)(9) of the UCC. Notwithstanding anything to the
      contrary, the State of West Virginia shall be deemed to be the
      jurisdiction of the Securities Intermediary for purposes of Section 8-110 of
      the
      UCC.

     

    (b)  All
      or a
      portion of the funds in each Collection Account shall be invested in Eligible
      Investments and reinvested by the Indenture Trustee at the written direction
      of
      the Servicer unless otherwise directed by Issuer Order; provided, however,
      that
      (i) such Eligible Investments shall not mature later than the Business Day
      prior to the next Payment Date for the related Series or Tranche, (ii) such
      Eligible Investments shall not be sold, liquidated or otherwise disposed of
      at a
      loss prior to the maturity thereof, and (iii) no funds in the Defeasance
      Subaccount for any Series of Environmental Control Bonds shall be invested
      in
      Eligible Investments or otherwise, except that U.S. Government Obligations
      deposited by the Issuer with the Indenture Trustee pursuant to
      Sections 4.01 or 4.02 shall remain as such. All income or other gain from
      investments of moneys deposited in each Collection Account shall be deposited
      by
      the Indenture Trustee in such Collection Account, and any loss resulting from
      such investments shall be charged to such Collection Account. The Issuer shall
      not direct the Indenture Trustee to make any investment of any funds or to
      sell
      any investment held in each Collection Account unless the security interest
      granted and perfected in such account will continue to be perfected in such
      investment or the proceeds of such sale, in either case without any further
      action by any Person, and, in connection with any direction to the Indenture
      Trustee to make any such investment or sale, if requested by the Indenture
      Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of
      Counsel, acceptable to the Indenture Trustee, to such effect. Subject to
      Section 6.01(c), the Indenture Trustee shall not in any way be held liable
      for the selection of Eligible Investments or for investment losses incurred
      thereon except for losses attributable to the Indenture Trustee’s failure to
      make payments on such Eligible Investments issued by the Indenture Trustee,
      in
      its commercial capacity as principal obligor and not as Indenture Trustee,
      in
      accordance with their terms. The Indenture Trustee shall have no liability
      in
      respect of losses incurred as a result of the liquidation of any Eligible
      Investment prior to its stated maturity or the failure of the Issuer to provide
      timely written investment direction. The Indenture Trustee shall have no
      obligation to invest or reinvest any amounts held hereunder in the absence
      of
      written investment direction pursuant to an Issuer Order.  The
      Indenture Trustee is authorized to deposit uninvested funds in non-interest
      bearing, unsecured demand deposit accounts at affiliated banks,


     

    
      
        
        

      

      
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    purchase
      and sell investment securities through or from affiliated banks and
      broker-dealers, and invest funds in registered investment companies that receive
      investment management and custodial services from the Indenture Trustee or
      its
      affiliates. Except as otherwise provided hereunder, the Issuer shall retain
      the
      authority to institute, participate and join in any plan of reorganization,
      readjustment, merger or consolidation with respect to the issuer of securities
      held hereunder, and, in general, to exercise each and every other power or
      right
      with respect to each such asset or investment as individuals generally have
      and
      enjoy with respect to their own assets and investments, including power to
      vote
      upon any securities.

     

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

     

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

     

    (e)  On
      each
      Payment Date for any Series of Bonds, or before each Payment Date to the extent
      otherwise specified in the related Series Supplement with respect to any Tranche
      Subaccount, or if such day is not a Business Day, on the following Business
      Day,
      the Indenture Trustee shall, at the written direction of the Servicer as set
      forth in an Officer’s Certificate delivered to the Indenture Trustee in
      accordance with Section 5.12 of the Servicing Agreement, apply all amounts
      on
      deposit in the General Subaccount of the Collection Account for a particular
      Series of Bonds and any investment earnings on the Subaccounts in the Collection
      Account, after allocating to any Tranche Subaccount in accordance with clause
      (d) above and the related payment to each Swap Counterparty in accordance with
      the related Series Supplement, and in the following priority:

     

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

     

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

     

    
      
        
        

      

      
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    (iii)  to
      the
      Administrator, the Administrative Fee payable on such Payment Date under the
      Issuer Administration Agreement (or the allocable share of such Administrative
      Fee, if Additional Bonds are Outstanding), together with any unpaid
      Administrative Fees from prior Payment Dates, and to the Independent Managers,
      their fees in an amount equal to $1,000 plus expenses for such Payment
      Date, together with any unpaid fees from prior Payment Dates;

     

    (iv)  so
      long
      as no Event of Default has occurred and is continuing or would be caused by
      such
      payment, all Operating Expenses (including the allocable share of all Operating
      Expenses not directly attributable to the Bonds or the trusts administered
      hereunder) other than distributions made in accordance
      with
      clauses (i), (ii) and (iii) above
      shall be paid to the Persons entitled thereto;

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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


     

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

     

    (h)  On
      each
      Payment Date on which Interest payments are to be made in respect of Bonds
      with
      a floating rate of interest but not in respect to Bonds with a fixed rate of
      interest in accordance with the applicable Series Supplement, the Trustee will
      allocate or pay all amounts on deposit in the General Subaccount (and, with
      respect to interest on the Bonds with a floating rate of interest, the Tranche
      Subaccount for that Tranche of Bonds other than amounts 

     

    
      
        
        

      

      
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    relating
      to Swap Termination Payments) of the Collection Account for the Floating Rate
      Bonds in the following priority, at the direction of the Servicer as set forth
      in an Officer’s Certificate of the Servicer:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    SECTION
      8.05.  Reports
      by Independent Accountants.
      The
      Issuer shall appoint a firm of Independent registered public accountants of
      recognized national reputation for 

     

    
      
        
        

      

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

     

    ARTICLE
      IX

     

    Supplemental
      Indentures

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    tranche
      of Outstanding Environmental Control Bonds shall not be withdrawn or downgraded
      by the Rating Agencies; or

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    any
      Swap
      Counterparty or the Certificateholders and (ii) the Rating Agency Condition
      shall have been satisfied with respect thereto.

     

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

     

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    unless,
      within fifteen days of receiving the notification complying with Section 9.03(a)
      above, the PSCWV or its authorized representative delivers to the office of
      the
      person specified in Section 9.03(a)(iii) above a written statement requesting
      an
      additional amount of time not to exceed fifteen days in which to consider
      whether to consent to the proposed supplemental Indenture or waiver. If the
      PSCWV or its authorized representative requests an extension of time in the
      manner set forth in the preceding sentence, then the PSCWV shall either provide
      notice of its consent or lack of consent or notice of its determination that
      the
      proposed Supplemental Indenture or waiver will not under any circumstances
      increase ongoing financing costs to the person specified in Section 9.03(a)(iii)
      above no later than the last day of such extension of time or be conclusively
      deemed to have consented to the proposed Supplemental Indenture or waiver on
      the
      last day of such extension of time. Any Supplemental Indenture or waiver
      requiring the consent of the PSCWV shall become effective on the later of
      (i) the date proposed by the parties to the Supplemental Indenture or
      waiver or (ii) the first day after the expiration of the fifteen-day


     

    
      
        
        

      

      
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    period
      provided for in this Section 9.03(b), or, if such period has been extended
      pursuant to the terms hereof, the first day after the expiration of such period
      as so extended.

     

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

     

    (d)  For
      the
      purpose of this Section 9.03 and Section 11.11, an “authorized
      representative of the PSCWV” means any person authorized to act on behalf of the
      PSCWV, as evidenced by an Opinion of Counsel (which may be the general counsel)
      to the PSCWV.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      X

     

    [RESERVED]

     

    ARTICLE
      XI

     

    Miscellaneous

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (b)  the
      Issuer by the Indenture Trustee or by any Environmental Control Bondholder
      shall
      be sufficient for every purpose hereunder if in writing, delivered personally,
      via facsimile transmission, by reputable overnight courier or by first-class
      mail, postage prepaid, to the Issuer addressed to: MP Environmental
      Funding LLC, 2215-B
      Renaissance Drive, Suite #5, Las Vegas, Nevada 89119, Attention:
      Secretary, or at any other address previously furnished in writing to the
      Indenture Trustee by the Issuer. The Issuer shall promptly transmit any notice
      received by it from the Environmental Control Bondholders to the Indenture
      Trustee.

     

    (c)  
      Mon
      Power by the Indenture Trustee, the Issuer, or by any Environmental Control
      Bondholder shall be sufficient for every purpose hereunder if in writing,
      delivered personally, via facsimile transmission, by reputable overnight courier
      or by first-class mail, postage prepaid, to Mon Power, doing business as
      Allegheny Power, 800
      Cabin
      Hill Drive, Greensburg, Pennsylvania 15601, Attention: 

      Amanda
        J.
        Skov, Esq., or at any other address previously furnished in writing to
        the Indenture Trustee by Mon Power. Mon Power shall promptly transmit any
        notice
        received by it from the Environmental Control Bondholders to the Indenture
        Trustee.

    

     

    Notices
      required to be given to the Rating Agencies by the Issuer or the Indenture
      Trustee shall be in writing, delivered personally, via facsimile transmission,
      by reputable overnight courier or by first-class mail, postage prepaid, to
      (i) in the case of Fitch, at the following address: Fitch, Inc.,
      1 State Street Plaza, New York, New York 10004, Attention:  ABS
      Surveillance, (ii) in the case of Moody’s, at the following address:
      Moody’s Investors Service, Inc., 99 Church Street, New York, New York
      10007, Attention:  Xiaochao
      Wang, Asset Finance Group, and (iii) in the case of
      Standard & Poor’s, at the following address: Standard & Poor’s
      Ratings Services, 55 Water Street, 42nd Floor, New York, New York
      10041-0003, Attention: ABS Surveillance Department - New
      Assets.

     

    Notices
      required to be given to the PSCWV by the Issuer or the Indenture Trustee shall
      be in writing, delivered personally, via facsimile transmission, by reputable
      overnight courier or by first-class mail, postage prepaid, to Public
      Service Commission of West Virginia, 201 Brooks Street, P.O. Box 812,
      Charleston, West Virginia 25325, Attention of
      Executive Secretary.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    SECTION
      11.13.  GOVERNING
      LAW.
      THIS
      INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
      THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS, PROVIDED THAT THE LAWS OF THE STATE OF WEST VIRGINIA
      SHALL GOVERN THE CREATION, ATTACHMENT, PERFECTION AND ENFORCEMENT OF THE
      SECURITY INTEREST HEREUNDER IN THE TRANSFERRED ENVIRONMENTAL CONTROL PROPERTY
      UNDER THE STATUTE.

     

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

     

    SECTION
      11.15.  Issuer
      Obligation.
      No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer or the Indenture Trustee on the

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    Environmental
      Control Bonds or under this Indenture
      or any certificate or other writing delivered in connection herewith or
      therewith, against (i) any owner of a beneficial interest in the Issuer or
      (ii) any partner, owner, beneficiary, agent, officer, director, employee or
      agent of the Indenture Trustee, any holder of a beneficial interest in the
      Issuer or the Indenture Trustee or of any successor or assign of the Indenture
      Trustee, except as any such Person may have expressly agreed (it being
      understood that none of the Indenture Trustee’s obligations are in its
      individual capacity).

     

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

     

    SECTION
      11.17.      Customer Identification. To help the
      government fight the funding of terrorism and money laundering activities,
      Federal law requires all financial institutions to obtain, verify and record
      information that identifies each person who opens an account. For a
      non-individual Person such as a business entity, a charity, a trust or other
      legal entity, the Indenture Trustee may also ask to see financial statements,
      licenses, identification and authorization documents from individuals claiming
      authority to represent the entity or other relevant documentation.

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	MP
              ENVIRONMENTAL
              FUNDING LLC,
	 
 	 
 	 
 
	 	by  	/s/
              David M. Feinberg 
	 	
              
                

              

              Name:  David M. Feinberg

              Title:    Vice President and
                Secretary

            
	 	 


    

    
       

      
        	 	 	 
	 	U.S.
                BANK NATIONAL
                ASSOCIATION, as Indenture Trustee,
	 
 	 
 	 
 
	 	by  	/s/
                Melissa A. Rosal
	 	
                
                  

                

                Name:  Melissa A. Rosal

                Title:    Vice
                  President

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    APPENDIX A

     

    MASTER
      DEFINITIONS

     

    

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

      the
        Issuer LLC Agreement, the Transfer Agreement,

      the
        Sale Agreement and the Servicing Agreement.

       

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

       

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

       

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

       

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

       

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

       

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

       

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


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

         

      

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

         

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

         

      

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Calculation
        Date”
means,
        with respect to any Series of Environmental Control Bonds, any date on which
        the
        Servicer files a Routine True-Up Adjustment Filing.

       

      “Capital
        Equity Return”
means
        the amount equal to 5.5225% (being the rate on the longest maturing tranche
        of
        the Bonds) on the initial deposit by the Seller into the Capital Subaccount,
        as
        such amount shall be calculated by the Servicer from time to time.

       

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

       

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

         

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

         

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

         

      

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

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

       

      “Closing
        Date”
means
        April 11, 2007.

       

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

       

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

       

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

       

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

       

      “Commission”
means
        the Securities and Exchange Commission.

       

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

       

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

       

      “Corporate
        Trust Office”
means
        an office of the Indenture Trustee at which at any particular time its corporate
        trust business shall be administered, which office at date of the execution
        of
        the Indenture is located at 209 South LaSalle Street, Suite 300, Chicago,
        Illinois 60604, Attention: Corporate Trust Services—Allegheny Energy, or at such
        other address as the Indenture Trustee may designate from time to time by
        notice
        to the Environmental Control Bondholders and the Issuer, or the corporate
        trust
        office of any successor Indenture Trustee (the address of which the successor
        Indenture Trustee will notify the Environmental Control Bondholders and the
        Issuer).

       

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

         

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

         

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

         

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

         

      

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

      “DTC
        Agreement”
means
        the agreement between the Issuer and The Depository Trust Company, dated
        on or
        about April 11, 2007, relating to the Environmental Control Bonds, as the
        same
        may be amended or supplemented from time to time.

       

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

       

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

         

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

      

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      (d)  investments
        in money market mutual funds (including funds for which the Indenture Trustee
        or
        any of its Affiliates is investment manager or advisor) having a rating at
        the
        time of such investment of no less than Aaa by Moody’s, AAA by Standard &
Poor’s and AAA by Fitch, if rated by Fitch;

       

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

       

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

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

         

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

         

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

         

      

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

      
         

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

         

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

         

      

       

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

       

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

       

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

       

      (z) have
        maturities in excess of one year.

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Environmental
        Control Property Documentation”
means
        all documents relating to Environmental Control Property, including copies
        of
        the Financing Order, the Monthly 

      Servicer’s
        Certificates, the Quarterly Servicer’s Certificates, and all documents filed
        with the PSCWV in connection with any Environmental Control Charge
        Adjustment.

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

       

      “Indenture”
means
        the Indenture dated as of April 11, 2007, by and between the Issuer and the
        Indenture Trustee, as the same may be amended and supplemented from time
        to time
        by one or more Indentures supplemental thereto entered into pursuant to the
        applicable provisions of the Indenture, as so supplemented or amended, or
        both,
        and shall include the forms and terms of the Environmental Control Bonds
        established under the Indenture.

       

      “Indenture
        Trustee”
means
        U.S. Bank National Association, a national banking association, or any successor
        Indenture Trustee under the Indenture, not in its individual capacity but
        solely
        as Indenture Trustee under the Indenture.

       

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

       

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

       

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

       

      “Initial
        Contribution Date”
means
        April 11, 2007.

       

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

       

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

       

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

       

      “Insolvency
        Event”
means,
        with respect to a specified Person, (a) the filing of a decree or order for
        relief by a court having jurisdiction in the premises in respect of such
        Person
        or any substantial part of its property in an involuntary case under any
        applicable Federal or state

       

      
        
          
          

        

        
          A-12

          
            

          

        

        
          
          

        

      

       

      bankruptcy,
        insolvency or other similar law now or hereafter in effect, or appointing
        a
        receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
        official for such Person or for any substantial part of its property, or
        ordering the winding-up or liquidation of such Person’s affairs, and such decree
        or order shall remain unstayed and in effect for a period of 90 consecutive
        days
        or (b) the commencement by such Person of a voluntary case under any
        applicable Federal or state bankruptcy, insolvency or other similar law now
        or
        hereafter in effect, or the consent by such Person to the entry of an order
        for
        relief in an involuntary case under any such law, or the consent by such
        Person
        to the appointment of or taking possession by a receiver, liquidator, assignee,
        custodian, trustee, sequestrator or similar official for such Person or for
        any
        substantial part of its property, or the making by such Person of any general
        assignment for the benefit of creditors, or the failure by such Person generally
        to pay its debts as such debts become due, or the taking of action by such
        Person in furtherance of any of the foregoing.

       

      “Issuance
        Advice Letter”
means
        any issuance advice letter filed by the Utilities with the PSCWV pursuant
        to the
        Statute with respect to any Environmental Control Charges.

       

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

       

      “Issuer
        Administration Agreement”
means
        the Administration Agreement dated as of April 11, 2007, between the Issuer
        and
        the Administrator, as the same may be amended and supplemented from time
        to
        time.

       

      “Issuer
        LLC Agreement”
means
        the Amended and Restated Limited Liability Company Agreement of the Issuer
        dated
        as of April 11, 2007, together with the schedules attached thereto, as amended
        and supplemented from time to time.

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-13

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Monthly
        Calculation Date”
means
        the date fifteen days prior to any Monthly True-Up Adjustment Date.

       

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

       

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

       

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

       

      “MPR
        Administration Agreement”
means
        the Administration Agreement dated as of April 11, 2007, between the Seller
        and
        the Administrator, as the same may be amended and supplemented from time
        to
        time.

       

      
        
          
          

        

        
          A-14

          
            

          

        

        
          
          

        

      

       

      “MPR
        LLC Agreement”
means
        the Amended and Restated Limited Liability Company Agreement of the Seller
        dated
        as of April 11, 2007, together with the schedules attached thereto, as amended
        and supplemented from time to time.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-15

          
            

          

        

        
          
          

        

      

       

      opinions
        of counsel who may be an employee of or counsel to the Transferor, the Seller
        or
        the Servicer, as applicable, which counsel shall be reasonably acceptable
        to the
        Indenture Trustee, the Issuer or the Rating Agencies, as applicable, and
        shall
        be in form reasonably satisfactory to the Indenture Trustee, if
        applicable.

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-16

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      “Periodic
        Bond Payment Requirement”
means
        that amount of Environmental Control Charge Collections projected to be received
        by the Indenture Trustee on and after the applicable True-Up Adjustment Date,
        which, after taking into account (i) the Available True-up Excess Funds
        Amount as of the Measure Date, (ii) the Environmental Control Charge
        Collections which will be collected prior the applicable True-Up Adjustment
        Date, and (iii) any payments or disbursements required to be made pursuant
        to Section 8.02(d) of the Indenture prior to the applicable True-Up
        Adjustment Date, will be sufficient so that interest on each outstanding
        Series
        of Bonds will be paid on a timely basis and (x) the outstanding principal
        balance of each outstanding Series will equal the amount provided for in
        the
        Expected Sinking Fund Schedule therefor, (y) the amount on deposit in the
        Capital Subaccount will equal the Required Capital Amount and (z) the
        amount on deposit in the Excess Funds Subaccount will equal zero, in each
        case
        by the Payment Date immediately preceding the next Semi-Annual True-Up
        Adjustment Date or, in the case of a True-Up Adjustment Filing filed pursuant
        to
        Section 4.01(a)(ii), by the next Payment Date.

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      “Quarterly
        Calculation Date”
means
        the date fifteen days prior to any Quarterly True-Up Adjustment
        Date.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Reconciliation
        Date”
means
        the last Business Day of July of each year, commencing with July 31, 2008
        and
        continuing through July 31, 2028 (or such earlier month as the Servicer shall
        have specified to the Issuer and the Indenture Trustee by not less than 30
        days
        prior written notice).

       

      “Reconciliation
        Period”
means,
        with respect to the 12-month period ending the last day of April of each
        year;
provided,
        that
        the initial Reconciliation Period shall commence on the Closing Date and
        end on
        April 30, 2008.

       

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

       

      
        
          
          

        

        
          A-18

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Remittance
        Period”
means
        the six-month period between each Payment Date.

       

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

       

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

       

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

       

      “Responsible
        Officer”
means,
        with respect to the Indenture Trustee, any officer of the Indenture Trustee
        (or
        any successor thereto) with direct responsibility for the administration
        of the
        Indenture, any document related thereto and the Collection Account and related
        subaccounts, including any Vice President, Assistant Vice President, Trust
        Officer, or any other officer of the Indenture Trustee customarily performing
        functions similar to those performed by any of the above designated officers
        and
        also, with respect to a particular matter, any other officer to whom such
        matter
        is referred because of such officer’s knowledge of and familiarity with the
        particular subject.

       

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

       

      
        
          
          

        

        
          A-19

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      “Sale
        Agreement”
means
        the Transferred Environmental Control Property Sale Agreement dated as of
        April
        11, 2007, between the Seller and the Issuer, relating to the sale of Transferred
        Environmental Control Property to the Issuer, as the same may be amended
        and
        supplemented from time to time.

       

      “Schedule
        Revision Date”
means
        (i) the date on which a new Series of Environmental Control Bonds is issued
        or any Outstanding Series of Environmental Control Bonds is defeased,
        (ii) any date on which the Environmental Control Charges are changed or
        revised in accordance with a True-Up Adjustment Filing and (iii) any
        Payment Date on which payments are not made in accordance with the Expected
        Sinking Fund Schedule in the related Series Supplement.

       

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

       

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

       

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

       

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

       

      “Securities
        Intermediary”
means
        U.S. Bank National Association, a national banking association, solely in
        the
        capacity of a “securities intermediary” as defined in the West Virginia UCC and
        Federal Book-Entry Regulations or any successor securities intermediary under
        the Indenture.

       

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

       

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

       

      “Semi-Annual
        Calculation Date”
means
        the date fifteen days prior to any Semi-Annual True-Up Adjustment
        Date.

       

      
        
          
          

        

        
          A-20

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Servicing
        Agreement”
means
        the Transferred Environmental Control Property Servicing Agreement dated
        as of
        April 11, 2007, between the Servicer and the Issuer, as the same may be amended
        and supplemented from time to time.

       

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

       

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

       

      “Special
        Payment”
means
        with respect to any Series or Tranche of Environmental Control Bonds, any
        payment on principal of or interest on (including any interest accruing upon
        

       

      
        
          
          

        

        
          A-21

          
            

          

        

        
          
          

        

      

       

      default),
        or any other amount in respect of, the Environmental Control Bonds of such
        Series or Tranche that is not actually paid within five days of the Payment
        Date
        applicable thereto.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-22

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Transfer
        Agreement”
means
        the Environmental Control Property Transfer Agreement dated as of April 11,
        2007, between the Transferor and the Seller relating to the transfer of
        Environmental Control Property to the Seller thereunder, as the same may
        be
        amended and supplemented from time to time.

       

      “Transfer
        Date”
means
        April 11, 2007.

       

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

       

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

       

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

       

      
        
          
          

        

        
          A-23

          
            

          

        

        
          
          

        

      

       

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

       

      “True-Up
        Adjustment Date”
means
        with respect to any Series of Environmental Control Bonds, any date that
        a
        True-Up Adjustment becomes effective, as specified in the applicable Series
        Supplement.

       

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

       

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

       

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

       

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

       

      “Underwriters”
means
        the underwriters identified in the Underwriting Agreement. 

       

      “Underwriting
        Agreement”
means
        the Underwriting Agreement dated April 3, 2007, among the Issuer, the Utility,
        the Seller, and the underwriters named therein, as the same may be amended
        and
        supplemented from time to time.

       

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

       

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

       

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

       

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

       

      “West
        Virginia UCC”
means
        the Uniform Commercial Code as in effect on the Closing Date in the State
        of
        West Virginia.

       

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

       

    

    
      
        
        

      

      
        A-24

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      B

     

    
      FORM
        OF SERIES SUPPLEMENT

       

       

      =====================================================================

       

      


       

      MP
        ENVIRONMENTAL FUNDING LLC,

       

      Issuer

       

      and

       

      U.S.
        BANK
        NATIONAL ASSOCIATION,

       

      Indenture
        Trustee

       

      _______________________________

       

      SERIES
        SUPPLEMENT

       

      Dated
        as
        of [_______________]

       

      _______________________________

       

      


       

      =====================================================================

    

    
      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

       

      Page 

      
        
          	
                  SECTION
                    1.

                	
                  Definitions

                	
                  2

                
	
                  SECTION
                    2.

                	
                  Designation;
                    Series Issuance Dates

                	
                  5

                
	
                  SECTION
                    3.

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

                	
                  5

                
	
                  SECTION
                    4.

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

                	
                  5

                
	
                  SECTION
                    5.

                	
                  Authorized
                    Initial Denominations

                	
                  8

                
	
                  SECTION
                    6.

                	
                  Redemption

                	
                  8

                
	
                  SECTION
                    7.

                	
                  Credit
                    Enhancement

                	
                  9

                
	
                  SECTION
                    8.

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

                	
                  9

                
	
                  SECTION
                    9.

                	
                  Swap
                    Agreement

                	
                  5

                
	
                  SECTION
                    10

                	
                  Adjustment
                    Dates

                	
                  9

                
	
                  SECTION
                    11.

                	
                  Confirmation
                    of Indenture

                	
                  11

                
	
                  SECTION
                    12.

                	
                  Counterparts

                	
                  11

                
	
                  SECTION
                    13.

                	
                  Governing
                    Law

                	
                  11

                
	
                  SECTION
                    14.

                	
                  Issuer
                    Obligation

                	
                  11

                


        

      

       

      Schedule
        A Expected
        Sinking Fund Schedule

      Schedule
        B Calculation
        of LIBOR

      


      Exhibit
        A Form
        of
        Fixed Rate Environmental Control Bonds

      Exhibit
        B Form
        of
        Floating Rate Environmental Control Bonds

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      SERIES
        SUPPLEMENT dated as of [_______________] (as amended, restated, supplemented
        or
        otherwise modified from time to time, this “Supplement”),
        by
        and between MP ENVIRONMENTAL FUNDING LLC, a Delaware limited liability company
        (the “Issuer”),
        and
        U.S. BANK NATIONAL ASSOCIATION, a national banking association (the
“Indenture
        Trustee”),
        as
        Indenture Trustee under the Indenture dated as of April 11, 2007, between
        the
        Issuer and the Indenture Trustee (as amended, restated, supplemented or
        otherwise modified from time to time, the “Indenture”).

       

      PRELIMINARY
        STATEMENT

       

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

       

      GRANTING
        CLAUSE

       

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


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      [“Qualified
        Replacement Counterparty”
means
        a
        Replacement Counterparty that (i) has the Required Rating from each of the
        Rating Agencies or (ii) enters into such other arrangements as will result
        in
        the [Floating Rate Tranche] receiving ratings from the Rating Agencies not
        less
        than the ratings that would be received if such Replacement Counterparty
        satisfied the Required Rating for each of the Rating Agencies.]

       

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

       

      “Record
        Date”
shall
        mean, with respect to any Payment Date, the close of business on the Business
        Day prior to such Payment Date.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

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

       

      “Required
        Capital Amount”
has
        the
        meaning set forth in Section 4(d) of this Supplement.

       

      [“Required
        Rating”
means
        in the case of Moody's, either "[ ]" for long-term unsecured debt or
        "[ ]" for short-term unsecured debt in the case of S&P and, if the Swap
        Counterparty is rated by Fitch, "[ ]" for long-term unsecured debt and
        "[ ]" for short-term unsecured debt.]

       

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

       

      “Series
        Issuance Date”
has
        the
        meaning set forth in Section 2(b) of this Supplement.

       

      “Series
        Termination Date”
is
        the
        final Final Maturity Date set forth in Section 3 of this
        Supplement.

       

      [“Swap
        Agent”
has
        the
        meaning set forth in Section 9(a) of this Supplement.]

       

      [“Swap
        Counterparty Downgrade Event”
shall
        have the meaning assigned to it in the related Swap Agreement.]

       

      [“Tranche
        [ ] Gross Fixed Amount”
with
        respect to any Payment Date means an amount equal to the product of the Tranche
        [ ] Gross Fixed Rate times the Outstanding Amount of the [Floating Rate
        Tranche] as of the close of business on the preceding Payment Date after
        giving
        effect to all payments of principal made to the Holders of the [Floating
        Rate
        Tranche] on such preceding Payment Date, which product (i) in the case of
        each
        Payment Date other than the initial Payment Date shall be multiplied by the
        number of days (determined on the basis of a 360-day year of twelve 30-day
        months) from and including the preceding payment date to, but excluding,
        the
        current Payment Date, divided by 360, and (ii) in the case of the initial
        Payment Date, shall be multiplied by the number of days (determined on the
        basis
        of a 360-day year of twelve 30-day months) from and including the Series
        Issuance Date to, but excluding, the initial Payment Date, divided by 360,
        provided, that, so long as a Swap Agreement is in effect, the Tranche [ ]
        Gross Fixed Amount shall be calculated in accordance with such Swap
        Agreement.]

       

      [“Tranche
        [ ] Gross Fixed Rate”
has
        the
        meaning set forth in Section 4(e)(iii) of this Supplement.]

       

      [“Tranche
        [ ] Interest Determination Date”
means,
        with respect to a Payment Date, the day two London Banking Days prior to
        (a) the
        preceding Payment Date, or, (b) in the case of the initial Payment Date,
        the
        Tranche [ ] Settlement Date.]

       

      [“Tranche
        [ ] Settlement Date”
means
        [date of floating rate bond settlement date].]

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      [“Tranche
        [ ] Swap Agreement”
means
        the Original Tranche [ ] Swap Agreement and any replacement Swap Agreement
        relating to the [Floating Rate Tranche] entered into pursuant to Section
        9 of
        this Supplement.]

       

      [“Tranche
        [ ] Swap Counterparty”
means
        the Swap Counterparty under the Tranche [ ] Swap Agreement.]

       

      SECTION
        2. Designation;
        Series Issuance Dates.

       

      (a)     Designation.
        The
        Series [ ] Environmental Control Bonds shall be designated generally as the
        Issuer’s Senior Secured Sinking Fund Environmental Control Bonds, Series
        [ ] and further denominated as Tranches [ ] through
        [ ].

       

      (b)     Series
        Issuance Date.
        The
        Series [ ] Environmental Control Bonds that are authenticated and delivered
        by the Indenture Trustee to or upon the order of the Issuer on [_______________]
        (the “Series
        Issuance Date”)
        shall
        have as their date of authentication [_______________]. Each other Series
        [ ] Environmental Control Bond shall be dated the date of its
        authentication.

       

      SECTION
        3. Initial
        Principal Amount; Bond Rate; Expected Final Payment Date; Final Maturity
        Date.
        The
        Environmental Control Bonds of each Tranche of the Series [ ] Environmental
        Control Bonds shall have the initial principal amounts, bear interest at
        the
        rates per annum and shall have Expected Final Payment Dates and Final Maturity
        Dates as set forth below:

       

      
        	
                Tranche

              	 	 	
                Initial
                  Principal Amount

              	 	 	
                Bond
                  Rate

              	 	 	
                Expected
                  Final Payment Date

              	 	 	
                Final
                  Maturity Date

              	 
	
                [         
                  ]

              	 	 $	 	 	
                 

              	%	
                 

              	 	 	 	 	
                [_____]

              	
                 

              


      

      


      Interest
        shall be paid on the Series [Floating Rate Tranche] in accordance with Section
        4(e) hereof.

       

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

       

      (a)     Payment
        Dates.
        The Payment
        Dates for each Tranche of the Series [ ] Environmental Control Bonds are
        [_______________] and [_______________] and additional Payment Dates for
        the
        [Floating Rate Tranche] are [_______________] and [_______________] of each
        year
        or, if any such date is not a Business Day, the next succeeding Business
        Day,
        commencing on [_______________] and continuing until the earlier of repayment
        of
        such Tranche in full and the applicable Final Maturity Date.

       

      (b)     Expected
        Sinking Fund Schedule for Principal.
        Unless
        an Event of Default shall have occurred and be continuing and the unpaid
        principal amount of all Series of Environmental Control Bonds has been declared
        to be due and payable together with accrued and unpaid interest thereon,
        on each
        Payment Date, the Indenture Trustee shall distribute to the Series [ ]
        Environmental Control Bondholders of record as of the related Record Date
        amounts payable in respect of the Series [ ] Environmental Control Bonds
        pursuant to Section 8.02(e) of

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      the
        Indenture as principal, in accordance with the Expected Sinking Fund Schedule.
        To the extent that more than one Tranche of the Series [ ] Environmental
        Control Bonds is to receive payments of principal in accordance with the
        Expected Sinking Fund Schedule on any Payment Date, such amounts will be
        allocated in a sequential manner, to the extent funds are available, as follows:
        (i) to the holders of the Series [ ] Environmental Control Bonds,
        Tranche [A-1], until this Tranche is retired in full; (ii) to the
        holders of the Series [ ] Environmental Control Bonds, Tranche [A-2],
        until this Tranche is retired in full; (iii) to the holders of the Series
        [ ] Environmental Control Bonds, Tranche [A-3], until this Tranche is
        retired in full; and (iv) to the holders of the Series [ ]
        Environmental Control Bonds, Tranche [A-4], until this Tranche if retired
        in full; provided, however, that other than in the event of an acceleration
        upon
        an Event of Default in no event shall a principal payment pursuant to this
        Section 4(b) on any Tranche on a Payment Date be greater than the amount
        that reduces the Outstanding Amount of such Tranche of Series [ ]
        Environmental Control Bonds to the amount specified in the Expected Sinking
        Fund
        Schedule which is attached as Schedule A hereto for such Tranche and
        Payment Date. If an Event of Default shall have occurred and be continuing
        and
        the unpaid principal amount of all Series of Environmental Control Bonds
        has
        been declared to be due and payable together with accrued and unpaid interest
        thereon, principal payments on each Tranche of Series [ ] Environmental
        Control Bonds will be made on a pro rata basis based on the respective Tranche
        Principal Balances for each such Tranche as of the prior Payment Date. Not
        later
        than each Schedule Revision Date, the Issuer shall deliver to the Indenture
        Trustee a replacement Schedule A hereto, adjusted to reflect the event
        giving rise to such Schedule Revision Date and setting forth the Expected
        Sinking Fund Schedule for each Payment Date.

       

      (c)     Interest.
        On each
        Payment Date after the initial Payment Date, interest will be payable on
        the
        Series [ ] Environmental Control Bonds in an amount equal to: (1) with
        respect to the Series [ ] Environmental Control Bonds, [List all fixed rate
        tranches] [floating rate Tranche] (to the extent interest is being paid at
        the
        Tranche [ ] Gross Fixed Rate), the number of days (determined on the basis
        of a 360-day year of twelve 30-day months) from and including the preceding
        Payment Date to, but excluding, the current Payment Date, divided by 360,
        [and
        (2) with respect to the [Floating Rate Tranche] (to the extent interest is
        being
        paid at the floating rate), the actual number of days since the preceding
        Payment Date to, but excluding, the current Payment Date, divided by 360],
        times
        the product of:

       

      (i)     the
        applicable Bond Rate times

       

      (ii)     the
        Outstanding Amount of the related Tranche of Environmental Control Bonds
        as of
        the close of business on the preceding Payment Date after giving effect to
        all
        payments of principal made to the Holders of the related Tranche of Series
        [ ] Environmental Control Bonds on such preceding Payment
        Date.

       

      With
        respect to the initial Payment Date, interest will be payable in an amount
        equal
        to:

       

      (1)     with
        respect to the Series [ ] Environmental Control Bonds, [Fixed rate
        tranches], the number of days (determined on the basis of a 360-day year
        of
        twelve 30-day months) from and including the Series Issuance Date to, but
        excluding, the initial Payment Date, divided by 360, times the product
        of:

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (a)     the
        applicable Bond Rate times 

       

      (b)     the
        original principal amount of such Tranche of Environmental Control Bonds
        as of
        the Series Issuance Date;

       

      (2)     [with
        respect to the [Floating Rate Tranche], 

       

      (a)     [
        ]%
        times

       

      (b)     $[
        ]
        times

       

      (c)     the
        actual number of days from and including the Series Issuance Date up to and
        including [ ], divided by 360, plus 

       

      (d)     LIBOR
        (calculated two London Banking Days before
        [                   ])
        plus [      ]% times

       

      (e)     $[
        ],
        times

       

      (f)     the
        actual number of days from and including
        [                   ]
        up to and including
        [                   ],
        divided by 360.]

       

      Upon
        the
        termination of the Tranche [ ] Swap Agreement for any reason and for so
        long as there is no replacement Tranche [ ] Swap Agreement in effect, the
        [Floating Rate Tranche] shall continue to bear interest as described
        above.

       

      (d)     Required
        Capital Amount.
        The
        Required Capital Amount for the Series [ ] Environmental Control Bonds
        shall be equal to 0.50% of the initial principal amount thereof, or
        $[_______________].

       

      (e)     [Floating
        Rate Tranche].

       

      (i)     Upon
        the
        issuance of the [Floating Rate Tranche], the Indenture Trustee will establish
        and maintain a Tranche Subaccount (the "Tranche [ ] Subaccount"), which the
        Indenture Trustee will hold in trust for the benefit of the Holders of the
        [Floating Rate Tranche] [and the Tranche [ ] Swap Counterparty]. On the
        Business Day preceding each Payment Date, but subject to any proration among
        Series and Tranches in the case of a shortfall of funds available to pay
        interest on the Environmental Control Bonds pursuant to Section 8.02 of the
        Indenture, the Indenture Trustee shall allocate to the Tranche [ ]
        Subaccount an amount equal to the Tranche [ ] Gross Fixed Amount with
        respect to such Payment Date. [On or before the Payment Date, any net amount
        payable by the Issuer to the Tranche [ ] Swap Counterparty under the
        Tranche [ ] Swap Agreement shall be paid from the Tranche [ ]
        Subaccount, and any net amount payable to the Issuer by the Tranche [ ]
        Swap Counterparty under the Tranche [ ] Swap Agreement shall be deposited
        into the Tranche [ ] Subaccount. On that Payment Date, amounts in the
        Tranche [ ] Subaccount after such netting and payment shall be paid as
        interest to the Holders of the [Floating Rate Tranche].]

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (A)     For
        each
        Payment Date [the Tranche [ ] Fixed Gross Amount]
        [the
        interest due with respect to the [Floating Rate Tranche] with respect to
        such
        Payment Date shall be allocated to the Tranche [ ] Subaccount on a pro rata
        basis with amounts allocated with respect to Interest payable on each of
        the
        other Tranches of the Series [ ] Environmental Control Bonds pursuant to
        Section 8.02 of the Indenture. 

       

      (B)     [If,
        on
        any Payment Date for any Calculation Period during which the Tranche [ ]
        Swap Agreement is in effect, there are insufficient funds in the Tranche
        [ ] Subaccount to pay the interest due to the Holders of the [Floating Rate
        Tranche] because of a failure of the Tranche [ ] Swap Counterparty to pay
        any net amount payable by the Tranche [ ] Swap Counterparty under the
        Tranche [ ] Swap Agreement, the Tranche [ ] Environmental Control
        Bondholders shall have no recourse to amounts in any other Subaccount to
        recover
        such shortfall other than from amounts subsequently paid by the Tranche [ ]
        Swap Counterparty.]

       

      (C)     [If
        for
        any Payment Date there are insufficient funds in the Tranche [ ] Subaccount
        to
        pay the interest due to the Holders of the [Floating Rate Tranche] and to
        pay
        any net amount payable to the Tranche [ ] Swap Counterparty by the Issuer
        under the Tranche [ ] Swap Agreement because of a shortfall of funds
        available for the Indenture Trustee to allocate to the Tranche [ ]
        Subaccount the full amount of the Tranche [ ] Fixed Gross Amount with
        respect to such Payment Date, amounts in the Tranche [ ] Subaccount shall
        be distributed to the Holders of the [Floating Rate Tranche] and the Tranche
        [ ] Swap Counterparty on a pro rata basis based on the respective amounts
        payable to the Swap Counterparty and the interest payable to Holders of the
        [Floating Rate Tranche] with respect to such Payment Date. Any overdue and
        unpaid amounts due to the Swap Counterparty shall be paid from the Tranche
        [ ] Subaccount pari passu and pro rata with any overdue and unpaid interest
        due to the Holders of the [Floating Rate Tranche].]

       

      (D)     [The
        Tranche [ ] Swap Counterparty shall be secured by the Grant made to the
        Indenture Trustee under the Granting Clause of the Indenture with respect
        to and
        to the extent of amounts on deposit in the Tranche [ ] Subaccount pari
        passu with the Holders of the [Floating Rate Tranche] based on the respective
        amounts payable to the Swap Counterparty and the amounts payable to the Holders
        of the [Floating Rate Tranche], in accordance with this Series Supplement,
        the
        Indenture and the Swap Agreement.]

       

      (ii)     The
        Indenture Trustee shall calculate LIBOR in accordance with Schedule C hereto
        on
        each Tranche [ ] Interest Determination Date and the Indenture Trustee
        shall notify the Servicer, the Issuer [and the Swap Counterparty] of such
        calculation.

       

      (iii)     The
        Tranche [ ] Gross Fixed Rate is [ ].

       

      SECTION
        5. Authorized
        Initial Denominations.
        The
        Series [ ] Environmental Control Bonds shall be issuable in the Authorized
        Initial Denominations.

       

      SECTION
        6. Redemption.
        The
        Series [ ] Environmental Control Bonds shall not be subject to mandatory or
        optional redemption.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      SECTION
        7. Credit
        Enhancement.
        No
        credit enhancement is provided for the Series [ ] Environmental Control
        Bonds.

       

      SECTION
        8. Delivery
        and Payment for the Series [ ] Environmental Control Bonds; Form of the
        Series [ ] Environmental Control Bonds.
        The
        Indenture Trustee shall deliver the Series [ ] Environmental Control Bonds
        to the Issuer when authenticated in accordance with Section 2.02 of the
        Indenture. The Series [ ] Environmental Control Bonds of each Tranche shall
        be in the form of Exhibits [ ] through [ ] hereto.

       

      SECTION
        9. [Swap
        Agreement.

       

      (a)     Upon
        a
        termination event or event of default under the Tranche [ ] Swap Agreement,
        the Issuer shall appoint a recognized swap dealer which is a member of the
        International Swaps and Derivatives Association, Inc. with capital and surplus
        of at least $50 million (the "Swap Agent") to independently solicit, for
        a
        period not exceeding 30 days, a replacement Tranche [ ] Swap Counterparty
        (a "Replacement Counterparty"), who shall not be the Swap Agent or an Affiliate
        thereof. During such 30 day period, the Swap Agent shall be required to identify
        a Qualified Replacement Counterparty, or if a Qualified Replacement Counterparty
        cannot be found, the Swap Agent shall be required to identify the highest
        rated
        Replacement Counterparty available that is approved by the Holders of at
        least
        66 2/3% of the Outstanding Amount of the [Floating Rate Tranche] (an "Approved
        Replacement Counterparty"). In any case, if there is more than one available
        Qualified Replacement Counterparty or Approved Replacement Counterparty,
        as
        applicable, with the same credit rating, the Swap Agent shall select that
        prospective Qualified Replacement Counterparty or Approved Replacement
        Counterparty, as applicable, offering the terms with the lowest overall cost
        to
        the Issuer. The costs and expenses of a Swap Agent appointed pursuant to
        this
        Section 9(a) shall be an Operating Expense to be paid by the Issuer pursuant
        to
        Section 8.02(e)(iv), to the extent not paid by the Swap Counterparty
        .

       

      (b)     If
        the
        Swap Agent is successful in identifying a Qualified Replacement Counterparty
        or
        Approved Replacement Counterparty, upon the termination of the Tranche [ ]
        Swap Agreement, the Issuer shall execute a replacement Tranche [ ] Swap
        Agreement with such Replacement Counterparty having substantially the same
        terms
        as the Tranche [ ] Swap Agreement being replaced, effective as of the
        Payment Date immediately following such execution. Any initial upfront payments
        made by such Replacement Counterparty in connection with its entering into
        such
        replacement Tranche [ ] Swap Agreement shall be paid to the terminated
        Tranche [ ] Swap Counterparty, and any termination payment or other similar
        amount paid to the Issuer by the terminated Tranche [ ] Swap Counterparty
        in accordance with the terms of the Swap Agreement shall first be used to
        make
        any payment required to be made to a Replacement Counterparty under a Swap
        Agreement and then to the extent not so used shall be deposited into the
        Tranche
        [ ] Subaccount and paid to the Holders of the [Floating Rate Tranche] on
        the next Payment Date, pro rata based on the principal amount held by each
        Holder.

       

      (c)     If
        a
        Qualified Replacement Counterparty or an Approved Replacement Counterparty
        has
        not been obtained, the Swap Agent shall be required to renew such search
        every
        three months thereafter until a Qualified Replacement Counterparty or
        Approved

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Replacement
        Counterparty has been identified and approved and a replacement Tranche [ ]
        Swap Agreement has been entered into in the manner set forth in clauses (a)
        and
        (b) above. 

       

      (d)     If
        a
        termination event or a event of default occurs and is continuing under the
        Tranche [ ] Swap Agreement, the Indenture Trustee may, and at the direction
        of the Holders of at least 66 2/3% of the Outstanding Amount of the [Floating
        Rate Tranche] shall, exercise all rights, remedies, powers, privileges and
        claims of the Issuer against the Tranche [ ] Swap Counterparty and any
        right of the Issuer to take this action shall be suspended.

       

      (e)     The
        Tranche [ ] Swap Agreement may be amended in accordance with the terms of
        the Indenture.

       

      (f)     With
        respect to any action proposed by the Issuer to amend, modify, waive, supplement
        or surrender the terms of or rights under the Tranche [ ] Swap Agreement,
        or waive timely performance or observance by the Tranche [ ] Swap
        Counterparty under the Tranche [  ] Swap Agreement, in a way which
        would materially and adversely affect the interests of the Holders of the
        [Floating Rate Tranche], the Issuer shall provide prior notice to the Rating
        Agencies. The Issuer will consent to such proposed action only with the consent
        of (i) the Holders of at least 66 2/3% of the Outstanding Amount of the
        [Floating Rate Tranche] and (ii) the Holders of at least 66 2/3% of the
        Outstanding Amount of all of such other Series or Tranches, and each
        counterparty to any other Swap Agreement, materially and adversely affected
        thereby. Notwithstanding the foregoing, nothing shall prevent the Issuer
        from
        seeking or retaining a Swap Agent to seek a Replacement
        Counterparty.

       

      (g)     Notwithstanding
        the foregoing clause (f), upon a Swap Counterparty Downgrade Event or payment
        default by the Tranche [ ] Swap Counterparty under the Tranche [ ]
        Swap Agreement, the Issuer shall not (i) continue with a downgraded Tranche
        [ ] Counterparty notwithstanding the failure timely to identify a Qualified
        Replacement Counterparty or Approved Replacement Counterparty, as provided
        in
        the Tranche [ ] Swap Agreement, or (ii) waive a payment default by the
        Tranche [ ] Swap Counterparty within the time periods prescribed in the
        Tranche [ ] Swap Agreement, except as directed by the Holders of at least
        66 2/3% of the Outstanding Amount of the [Floating Rate Tranche].]

       

      SECTION
        10. Adjustment
        Dates.
        The
        following table summarizes the adjustment frequency of the Environmental
        Control
        Charges with respect to the Series [ ] Environmental Control
        Bonds:

       

      
        	 	
                Adjustment
                  Dates

              
	
                Semi-Annual
                  True-Up Adjustments

              	
                [______________]

              
	
                Monthly
                  True-Up Adjustments

              	
                [______________]

              
	
                Quarterly
                  True-Up Adjustments

              	
                [______________]

              


      

      


      The
        first
        Semi-Annual True-Up Adjustment will become effective on [______________].
        [No
        adjustment will be made on [______________].]

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      SECTION
        11. Confirmation
        of Indenture.
        As
        supplemented by this Supplement, the Indenture is in all respects ratified
        and
        confirmed and the Indenture, as so supplemented by this Supplement, shall
        be
        read, taken, and construed as one and the same instrument.

       

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

       

      SECTION
        13. Governing
        Law.
        This
        Supplement shall be construed in accordance with the laws of the State of
        New
        York without reference to its conflict of law provisions, and the obligations,
        rights and remedies of the parties hereunder shall be determined in accordance
        with such laws.

       

      SECTION
        14. Issuer
        Obligation.
        No
        recourse may be taken, directly or indirectly, with respect to the obligations
        of the Issuer or the Indenture Trustee on the Environmental Control Bonds
        or
        under this Supplement or any certificate or other writing delivered in
        connection herewith or therewith, against (i) any owner of a beneficial
        interest in the Issuer or (ii) any partner, owner, beneficiary, agent,
        officer, director or employee of the Indenture Trustee, any holder of a
        beneficial interest in the Issuer or the Indenture Trustee or of any successor
        or assign of the Indenture Trustee, except as any such Person may have expressly
        agreed (it being understood that none of the Indenture Trustee’s obligations are
        in its individual capacity).

       

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

       

      MP
        ENVIRONMENTAL FUNDING LLC, as Issuer,

       

      by:
        ____________________________________
Name:
Title:

       

      U.S.
        BANK
        NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture
        Trustee on behalf of the Environmental Control Bondholders,

       

      by:
        ____________________________________
Name:
Title:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        A

       

      Expected
        Sinking Fund Schedule

       

      Outstanding
        Principal Balance

       

      
        	
                Payment
                  Date

              	
                Tranche
                  

                [A-]

              	
                Tranche

                [A-]

              	
                Tranche

                [A-]

              	
                Tranche

                [A-]

              	
                [ ]

              
	
                Series
                  Issuance Date

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              	
                [_____]

              
	
                [_____]

              	
                0

              	
                0

              	
                0

              	
                0

              	
                0

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

       

      Calculation
        of LIBOR

       

      (a)     On
        the
        Tranche [ ] Interest Determination Date immediately preceding the first day
        of each applicable Calculation Period, the Indenture Trustee will determine
        LIBOR based on the offered rate for deposits in United States dollars for
        the
        applicable period, commencing on the first day of that Calculation Period
        that
        appears on the Moneyline Telerate Service page 3750 of the Telerate Services
        as
        of 11:00 a.m., London time, on such Tranche [ ] Interest Determination Date
        (the "Telerate Page"). If no offered rate appears on the Telerate Page, LIBOR
        for such Calculation Period will be determined as described in clause (b)
        below.

       

      (b)     With
        respect to an Tranche [ ] Interest Determination Date on which no offered
        rate appears on the Telerate Page, the Indenture Trustee will request each
        of
        four major banks in the London interbank market, selected by the Indenture
        Trustee, to provide the Indenture Trustee with that bank’s offered quotation for
        deposits in United States dollars for the applicable Calculation Period,
        commencing on the second London Banking Day immediately following that Tranche
        [ ] Interest Determination Date, to prime banks in the London interbank
        market at approximately 11:00 a.m., London time, on such Tranche [ ]
        Interest Determination Date and in a principal amount that is representative
        for
        a single transaction in United States dollars in that market at that time
        for
        the applicable period. If at least two such quotations are provided, LIBOR
        for
        such Calculation Period will be the arithmetic mean of those quotations.
        If
        fewer than two quotations are provided, LIBOR for that Calculation Period
        will
        be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in
        the
        City of New York, on that Tranche [ ] Interest Determination Date by major
        banks in the City of New York selected by the Indenture Trustee for loans
        in
        United States dollars to leading European banks, for the Calculation Period
        commencing on the second London Banking Day immediately following that Tranche
        [ ] Interest Determination Date and in a principal amount that is
        representative for a single transaction in United States dollars in that
        market
        at that time.

       

      (c)     On
        the
        first Tranche [ ] Interest Determination Date, the Indenture Trustee will
        determine three-month LIBOR as described above and will also determine LIBOR
        based on the offered rate for six-month deposits in United States dollars
        that
        appears on the Telerate page or, if no such offered rate appears on the Telerate
        page, in the manner described in (b) above (except that the “applicable period”
will be six months). The interpolated LIBOR applicable to the first interest
        accrual period will be equal to the sum of (a) three-month LIBOR and
        (b) the LIBOR increment. The LIBOR increment will be equal to the product
        of (x) a fraction, the numerator of which is the actual number of days from
        and including the three-month anniversary of the closing date to but excluding
        the first payment date and the denominator of which is 90, and (y) the
        excess, if any, of six-month LIBOR over three-month LIBOR.

       

      (d)     If
        LIBOR
        cannot be determined in accordance with clauses (a), (b) or (c) above, then
        LIBOR will be determined to be the same as the rate which applied during
        the
        previous Calculation Period or, in the case of any failure to determine LIBOR
        on
        either of the two Tranche [ ] Interest Determination Dates preceding the
        first Payment Date, the rate which is on the Series Issuance Date.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
        A

      


      FORM
        OF
        FIXED RATE ENVIRONMENTAL CONTROL BONDS

       

      
        	REGISTERED 	
                 $[
                  ]

              
	No. ________	 


      

       

      SEE
        REVERSE FOR CERTAIN DEFINITIONS

       

      CUSIP
        NO.
        ________

       

      THE
        PRINCIPAL OF THIS SERIES [ ], TRANCHE [ ] ENVIRONMENTAL CONTROL BOND (“TRANCHE [
        ] ENVIRONMENTAL CONTROL BOND”) WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN.
        ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE [ ] ENVIRONMENTAL
        CONTROL BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
        THE HOLDER OF THIS TRANCHE [ ] ENVIRONMENTAL CONTROL BOND HEREBY COVENANTS
        AND
        AGREES THAT PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE
        TERMINATION OF THE INDENTURE, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY
        OTHER
        PERSON IN INSTITUTING AGAINST, THE ISSUER OR ANY OF ITS MANAGERS OR MEMBERS
        ANY
        BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS
        OR OTHER PROCEEDING UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR
        SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING
        TO THE ENVIRONMENTAL CONTROL BONDS, THE INDENTURE OR ANY OF THE BASIC DOCUMENTS,
        SUBJECT TO THE RIGHT OF A CIRCUIT COURT OF THE STATE OF WEST VIRGINIA TO
        ORDER
        SEQUESTRATION AND PAYMENT OF REVENUES ARISING WITH RESPECT TO THE ENVIRONMENTAL
        CONTROL PROPERTY.
        TRANSFERS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND SHALL BE LIMITED TO
        TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
        NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND
        SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
        FORTH
        IN THE INDENTURE.

       

      MP
        ENVIRONMENTAL FUNDING LLC

       

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

       

      
        	
                Bond
Rate

              	 	 	
                Initial
                  Principal
Amount

              	 	 	
                Expected
                  Final
Payment
                  Date

              	 	 	
                Final
                  Maturity
Date

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                [        
                        ]%

              	 	
                 

              	
                $[       
                  ]

              	
                 

              	 	
                [         
                  ],
                  [            
                  ] 

              	
                 

              	 	
                [            
                   ],
                  [           
                  ]

              	
                 

              
	 	 	 	 	 	 	 	 	 	 	 


      

      MP
        Environmental Funding LLC, a limited liability company organized and existing
        under the laws of the State of Delaware (herein referred to as the “Issuer”),
        for
        value

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      received,
        hereby promises to pay to [Cede & Co.], the Registered Holder hereof, or
        registered assigns, the Initial Principal Amount shown above in semi-annual
        installments on the Payment Dates (as defined below) and in the amounts
        specified on the reverse hereof or, if less, the amounts determined pursuant
        to
        Section 8.02(e) of the Indenture, in each year, commencing on
        [                                 ]
        and ending on or before the Final Maturity Date, to pay the entire unpaid
        principal hereof on the Final Maturity Date and to pay interest, at the Bond
        Rate shown above, on each [ ] and [ ] or if any such day is not a Business
        Day,
        the next succeeding Business Day (each a “Payment Date”), commencing on [ ] and
        continuing until the earlier of the payment of the principal hereof and the
        Final Maturity Date, on the principal amount of this Tranche [ ] Environmental
        Control Bond outstanding on such Payment Date, after giving effect to any
        payment of principal made on such Payment Date. Interest on this Tranche
        [     ] Environmental Control Bond will accrue for each
        Payment Date from and including the most recent Payment Date on which interest
        has been paid to but excluding such Payment Date or, if no interest has yet
        been
        paid, from [ ]. Interest will be computed on the basis of a 360-day year
        of
        twelve 30-day months. Such principal of and interest on this Tranche [ ]
        Environmental Control Bond shall be paid in the manner specified on the reverse
        hereof.

       

      The
        principal of and interest on this Tranche [ ] Environmental Control Bond
        are
        payable in such coin or currency of the United States of America as at the
        time
        of payment is legal tender for payment of public and private debts. All payments
        made by the Issuer with respect to this Tranche [ ] Environmental Control
        Bond
        shall be applied first to interest due and payable on this Tranche [ ]
        Environmental Control Bond as provided above and then to the unpaid principal
        of
        and premium, if any, on this Tranche [ ] Environmental Control Bond, all
        in the
        manner set forth in Section 8.02(e) of the Indenture.

       

      Reference
        is made to the further provisions of this Tranche [ ] Environmental Control
        Bond
        set forth on the reverse hereof, which shall have the same effect as though
        fully set forth on the face of this Tranche [ ] Environmental Control
        Bond.

       

      Unless
        the certificate of authentication hereon has been executed by the Indenture
        Trustee whose name appears below by manual signature, this Tranche [ ]
        Environmental Control Bond shall not be entitled to any benefit under the
        Indenture referred to on the reverse hereof, or be valid or obligatory for
        any
        purpose.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
        or
        in facsimile, by an Authorized Officer of the Issuer.

       

      Date:

       

      MP
        ENVIRONMENTAL FUNDING LLC

       

      By:
        ____________________________
Name:
Title:

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      


      INDENTURE
        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

       

      Dated:    

       

      This
        is
        one of the Tranche [ ] Environmental Control Bonds of the Series [ ]
        Environmental Control Bonds, designated above and referred to in the
        within-mentioned Indenture.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION, not in its individual capacity but solely as

      Indenture
        Trustee on behalf of the Environmental
        Control Bondholders,

       

      By:
        ___________________________________
Authorized
        Signatory

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      


      [REVERSE
        OF ENVIRONMENTAL CONTROL BOND]

       

      This
        Series [ ], Tranche [ ] Environmental Control Bond is one of a duly
        authorized issue of Environmental Control Bonds of the Issuer, designated
        as its
        Environmental Control Bonds (herein called the “Environmental Control Bonds”),
        issued and to be issued in one or more Series, which Series are issuable
        in one
        or more Tranches, and this Series [ ] Environmental Control Bond, in which
        this Tranche [ ] Environmental Control Bond represents an interest, consists
        of
        [ ] Tranches, including the Tranche [ ] Environmental Control Bonds (herein
        called the “Tranche [ ] Environmental Control Bonds”), all issued and to be
        issued under an indenture dated as of April 11, 2007, and a series supplement
        thereto dated as of [ ] (such series supplement, as supplemented or amended,
        the
“Supplement” and, collectively with such indenture, as supplemented or amended,
        the “Indenture”), each between the Issuer and [ ], as Indenture Trustee (the
“Indenture Trustee”, which term includes any successor Indenture Trustee under
        the Indenture), to which Indenture and all indentures supplemental thereto
        reference is hereby made for a statement of the related Series Collateral
        property pledged, the nature and extent of the security, the respective rights,
        obligations and immunities thereunder of the Issuer, the Indenture Trustee
        and
        the Holders of the Environmental Control Bonds and the terms and conditions
        under which additional Environmental Control Bonds may be issued. All terms
        used
        in this Tranche [ ] Environmental Control Bond that are defined in the
        Indenture, as supplemented or amended, shall have the meanings assigned to
        them
        in the Indenture.

       

      The
        Tranche [ ] Environmental Control Bonds, the other Tranches of Series [ ]
        Environmental Control Bonds and any other Series of Environmental Control
        Bonds
        issued by the Issuer are and will be equally and ratably secured by the related
        Series Collateral pledged as security therefor as provided in the
        Indenture.

       

      The
        principal of this Tranche [ ] Environmental Control Bond shall be payable
        in
        installments on each Payment Date specified in the Expected Sinking Fund
        Schedule only to the extent that amounts in the related Collection Account
        are
        available therefor, and only until the outstanding principal balance thereof
        on
        such Payment Date (after giving effect to all payments of principal, if any,
        made on such Payment Date) has been reduced to the principal balance specified
        in the Expected Sinking Fund Schedule which is attached to the Supplement
        as
        Schedule A, unless payable earlier because an Event of Default (other than
        an
        Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
        and be continuing and the Indenture Trustee or the Holders of Environmental
        Control Bonds representing not less than a majority of the Outstanding Amount
        of
        the Environmental Control Bonds of all Series have declared the Environmental
        Control Bonds to be immediately due and payable in accordance with Section
        5.02
        of the Indenture. However, actual principal payments may be made in lesser
        than
        expected amounts and at later than expected times as determined pursuant
        to
        Section 8.02(e) of the Indenture. The entire unpaid principal amount of this
        Tranche [ ] Environmental Control Bond shall be due and payable on the Final
        Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal
        amount of the Environmental Control Bonds shall become immediately due and
        payable, if not then previously paid, after an Event of Default (other than
        an
        Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
        and be continuing and the Indenture Trustee or the Holders of the Environmental
        Control Bonds representing not less than a majority of the Outstanding Amount
        of
        the Environmental Control Bonds have declared the Environmental Control Bonds
        to
        be immediately due and payable in the manner provided in 

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      Section
        5.02 of the Indenture. All principal payments on the Tranche [ ] Environmental
        Control Bonds shall be made pro rata to the Tranche [ ] Environmental Control
        Bondholders entitled thereto based on the respective principal amounts of
        such
        Bonds held by them.

       

      Payments
        of interest on this Tranche [ ] Environmental Control Bond due and payable
        on
        each Payment Date, together with the installment of principal or premium,
        if
        any, due on this Tranche [ ] Environmental Control Bond on such Payment Date
        shall be made by check mailed first-class, postage prepaid, to the Person
        whose
        name appears as the Registered Holder of this Tranche [ ] Environmental Control
        Bond (or one or more Predecessor Environmental Control Bonds) in the Bond
        Register as of the close of business on the applicable Record Date or Special
        Record Date or in such other manner as may be provided in the Indenture or
        the
        Supplement except that (i) upon application to the Indenture Trustee by any
        Holder owning Environmental Control Bonds of any tranche in the principal
        amount
        of $10,000,000 or more not later than the applicable Record Date payment
        will be
        made by wire transfer to an account maintained by such Holder; (ii) with
        respect to Environmental Control Bonds registered as of the close of business
        on
        the applicable Record Date or Special Record Date in the name of the nominee
        of
        the Clearing Agency, payments will be made by wire transfer in immediately
        available funds to the account designated by such nominee; and (iii) with
        respect to the final installment of principal and premium, if any, payable
        with
        respect to such Environmental Control Bond on a Payment Date, such amounts
        shall
        be payable as provided below. Such checks shall be mailed to the Person entitled
        thereto at the address of such Person as it appears in the Bond Register
        as of
        the applicable Record Date or Special Record Date without requiring that
        this
        Tranche [ ] Environmental Control Bond be submitted for notation of payment.
        Any
        reduction in the principal amount of this Tranche [ ] Environmental Control
        Bond
        (or any one or more Predecessor Environmental Control Bonds) effected by
        any
        payments made on any Payment Date shall be binding upon all future Holders
        of
        this Tranche [ ] Environmental Control Bond and of any Tranche [ ] Environmental
        Control Bond issued upon the registration of transfer hereof or in exchange
        hereof or in lieu hereof, whether or not noted hereon. If funds are expected
        to
        be available, as provided in the Indenture, for payment in full of the then
        remaining unpaid principal amount of this Tranche [ ] Environmental Control
        Bond
        on a Payment Date, then the Indenture Trustee, in the name of and on behalf
        of
        the Issuer, will notify the Person who was the Registered Holder hereof as
        of
        the second preceding Record Date to such Payment Date by notice mailed no
        later
        than ten days prior to such final Payment Date and shall specify that such
        final
        installment will be payable to the Registered Holder hereof as of the Record
        Date immediately preceding such final Payment Date and only upon presentation
        and surrender of this Tranche [ ] Environmental Control Bond and shall specify
        the place where this Tranche [ ] Environmental Control Bond may be presented
        and
        surrendered for payment of such installment.

       

      The
        Issuer shall pay interest on overdue installments of interest on this Tranche
        [
        ] Environmental Control Bond at the Tranche [ ] Bond Rate to the extent lawful
        in accordance with Section 2.08(c) of the Indenture.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Tranche [ ] Environmental Control Bond may be registered
        in
        the Bond Register upon surrender of this Tranche [ ] Environmental Control
        Bond
        for registration of transfer at the office or agency designated by the Issuer
        pursuant to the Indenture, duly endorsed

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      by,
        or
        accompanied by a written instrument of transfer in form satisfactory to the
        Indenture Trustee duly executed by the Holder hereof or his attorney duly
        authorized in writing, with such signature guaranteed by an Eligible Guarantor
        Institution, and thereupon one or more new Tranche [ ] Environmental
        Control Bonds of any Authorized Initial Denominations and in the same aggregate
        initial principal amount will be issued to the designated transferee or
        transferees. No service charge will be charged for any registration of transfer
        or exchange of this Tranche [ ] Environmental Control Bond, but the transferor
        may be required to pay a sum sufficient to cover any tax or other governmental
        charge that may be imposed in connection with any registration of transfer
        or
        exchange.

       

      Each
        Tranche [ ] Environmental Control Bondholder, by acceptance of a Tranche
        [ ]
        Environmental Control Bond, covenants and agrees that no recourse may be
        taken,
        directly or indirectly, with respect to the obligations of the Issuer or
        the
        Indenture Trustee on the Tranche [ ] Environmental Control Bonds or under
        the Indenture or any certificate or other writing delivered in connection
        herewith or therewith, against (i) any owner of a beneficial interest in
        the Issuer or (ii) any partner, owner, beneficiary, agent, officer,
        director or employee of the Indenture Trustee, any holder of a beneficial
        interest in the Issuer or the Indenture Trustee or of any successor or assign
        of
        the Indenture Trustee, except as any such Person may have expressly agreed
        (it
        being understood that all of the Indenture Trustee’s obligations are in its
        individual capacity).

       

      Prior
        to
        the due presentment for registration of transfer of this Tranche [ ]
        Environmental Control Bond, the Issuer, the Indenture Trustee and any agent
        of
        the Issuer or the Indenture Trustee may treat the Person in whose name this
        Tranche [ ] Environmental Control Bond is registered (as of the day of
        determination) as the owner hereof for the purpose of receiving payments
        of
        principal of and premium, if any, and interest on this Tranche [ ] Environmental
        Control Bond and for all other purposes whatsoever, whether or not this Tranche
        [ ] Environmental Control Bond be overdue, and neither the Issuer, the Indenture
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Issuer
        and the
        rights of the Holders of the Environmental Control Bonds under the Indenture
        at
        any time by the Issuer with the consent of the Holders of Environmental Control
        Bonds representing a majority of the Outstanding Amount of all Environmental
        Control Bonds at the time Outstanding of each Series or Tranche to be affected.
        The Indenture also contains provisions permitting the Holders of Environmental
        Control Bonds representing specified percentages of the Outstanding Amount
        of
        the Environmental Control Bonds of all Series, on behalf of the Holders of
        all
        the Environmental Control Bonds, to waive compliance by the Issuer with certain
        provisions of the Indenture and certain past defaults under the Indenture
        and
        their consequences. Any such consent or waiver by the Holder of this Tranche
        [ ]
        Environmental Control Bond (or any one of more Predecessor Environmental
        Control
        Bonds) shall be conclusive and binding upon such Holder and upon all future
        Holders of this Tranche [ ] Environmental Control Bond and of any Tranche
        [ ]
        Environmental Control Bond issued upon the registration of transfer hereof
        or in
        exchange hereof or in lieu hereof whether or not notation of such consent
        or
        waiver is made upon this Tranche [ ] Environmental Control Bond. The Indenture
        also permits the Indenture Trustee to 

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

       

      amend
        or
        waive certain terms and conditions set forth in the Indenture without the
        consent of Holders of the Environmental Control Bonds issued
        thereunder.

       

      The
        term
“Issuer” as used in this Tranche [ ] Environmental Control Bond includes any
        successor to the Issuer under the Indenture.

       

      The
        Issuer is permitted by the Indenture, under certain circumstances, to merge
        or
        consolidate, subject to the rights of the Indenture Trustee and the Holders
        of
        Environmental Control Bonds under the Indenture.

       

      This
        Tranche [ ] Environmental Control Bonds is an Environmental Control Bond as
        such term is defined in the Statute. Principal and interest due and payable
        on
        this Environmental Control Bond are payable from and secured primarily by
        environmental control property authorized by an order issued by the Public
        Service Commission of the State of West Virginia pursuant to the Statute.
        Environmental control property includes the right to impose, charge, collect
        and
        receive certain non-bypassable charges (defined in the Statute as “environmental
        control charges”) to be included in electric utility bills of all electric
        service retail customers of Monongahela Power Company, a West Virginia electric
        utility doing business as Allegheny Power.

       

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

       

      The
        Tranche [ ] Environmental Control Bonds are issuable only in registered
        form in Authorized Initial Denominations as provided in the Indenture and
        the
        Supplement, subject to certain limitations therein set forth.

       

      This
        Tranche [ ] Environmental Control Bond, the Indenture and the Supplement
        shall
        be construed in accordance with the laws of the State of New York, without
        reference to its conflict of law provisions, and the obligations, rights
        and
        remedies of the parties hereunder and thereunder shall be determined in
        accordance with such laws.

       

      No
        reference herein to the Indenture and no provision of this Tranche [ ]
        Environmental Control Bond or of the Indenture shall alter or impair the
        obligation of the Issuer, which is absolute and unconditional, to pay the
        principal of and interest on this Tranche [ ] Environmental Control Bond
        at the
        times, place, and rate, and in the coin or currency herein
        prescribed.

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee
        ___________________

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        ___________________________________________________________________________________________________________

      (name
        and
        address of assignee)

       

      the
        within Tranche
        [               
 ] Environmental Control Bond and all rights thereunder, and hereby
        irrevocably constitutes and appoints

      _____________________________________________________________________________
        attorney,
        to transfer said Tranche [ ] Environmental Control Bond on the books kept
        for
        registration thereof, with full power of substitution in the
        premises.

       

      
        	Dated: ____________________	
                _________________________*
Signature
                  Guaranteed:

              
	______________________	_________________________


      

       

      *
        NOTE:
        The signature to this assignment must correspond with the name of the registered
        owner as it appears on the face of the within Tranche [ ] Environmental Control
        Bond in every particular, without alteration, enlargement or any change
        whatsoever.

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

         

      

      EXHIBIT
        B

      


      FORM
        OF
        FLOATING RATE ENVIRONMENTAL CONTROL BONDS

       

      
        	REGISTERED 	
                 $[               
                  ]

              
	No. ________	 


      

       

      SEE
        REVERSE FOR CERTAIN DEFINITIONS

       

      CUSIP
        NO.
        ________

       

      THE
        PRINCIPAL OF THIS SERIES [ ], TRANCHE [ ] ENVIRONMENTAL CONTROL BOND (“TRANCHE [
        ] ENVIRONMENTAL CONTROL BONDS”) WILL BE PAID IN INSTALLMENTS AS SET FORTH
        HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE [ ]
        ENVIRONMENTAL CONTROL BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
        ON THE
        FACE HEREOF. THE HOLDER OF THIS TRANCHE [ ] ENVIRONMENTAL CONTROL BOND HEREBY
        COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY
        AFTER
        THE TERMINATION OF THE INDENTURE, IT WILL NOT INSTITUTE AGAINST, OR JOIN
        ANY
        OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER OR ANY OF ITS MANAGERS OR
        MEMBERS ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
        PROCEEDINGS OR OTHER PROCEEDING UNDER ANY UNITED STATES FEDERAL OR STATE
        BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING
        TO THE ENVIRONMENTAL CONTROL BONDS, THE INDENTURE OR ANY OF THE BASIC DOCUMENTS,
        SUBJECT TO THE RIGHT OF A CIRCUIT COURT OF THE STATE OF WEST VIRGINIA TO
        ORDER
        SEQUESTRATION AND PAYMENT OF REVENUES ARISING WITH RESPECT TO THE ENVIRONMENTAL
        CONTROL PROPERTY.
        TRANSFERS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND SHALL BE LIMITED TO
        TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
        NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL ENVIRONMENTAL CONTROL BOND
        SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
        FORTH
        IN THE INDENTURE.

       

      MP
        ENVIRONMENTAL FUNDING LLC

       

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

       

      
        	
                Bond

                Rate

              	 	 	
                Initial
                  Principal

                Amount

              	 	 	
                Expected
                  Final

                Payment
                  Date

              	 	 	
                Final
                  Maturity
Date

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                LIBOR
                  + [       ]%

              	 	
                 

              	
                $[                            
                  ] 

              	
                 

              	 	
                [     
                              ],
                  [                  
                  ]

              	
                 

              	 	
                [                
                   ],
                  [              
                    ] 

              	
                 

              
	 	 	 	 	 	 	 	 	 	 	 


      

      MP
        Environmental Funding LLC, a limited liability company organized and existing
        under the laws of the State of Delaware (herein referred to as the “Issuer”),
        for
        value 

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      received,
        hereby promises to pay to [Cede & Co.], the Registered Holder hereof, or
        registered assigns, the Initial Principal Amount shown above in quarterly
        installments on the Payment Dates (as defined below) and in the amounts
        specified on the reverse hereof or, if less, the amounts determined pursuant
        to
        Section 8.02(e) of the Indenture, in each year, commencing on
        [                         ]
        and ending on or before the Final Maturity Date, to pay the entire unpaid
        principal hereof on the Final Maturity Date and to pay interest, which is
        a
        floating rate of LIBOR plus [   ]% per annum, on each [ ], [ ], [
        ] and [ ] or if any such day is not a Business Day, the next succeeding Business
        Day (each a “Payment Date”), commencing on [ ] and continuing until the earlier
        of the payment of the principal hereof and the Final Maturity Date, on the
        principal amount of this Tranche [ ] Environmental Control Bond outstanding
        on
        such Payment Date, after giving effect to any payment of principal on such
        Payment Date. For the Payment Date on [initial Payment Date], interest will
        be
        computed as to the sum of [include details of calculation of interest to
        be paid
        on initial Payment Date]. For each succeeding Payment Date, interest will
        be
        computed on the actual number of days since the preceding Payment Date to,
        but
        excluding, the current Payment Date, divided by 360, multiplied by LIBOR
        plus
        [  ]%, multiplied by the Outstanding Amount of the Tranche [ ]
        Environmental Control Bonds as of the close of business on the preceding
        Payment
        Date after giving effect to all payments of principal made to the Holders
        of the
        Tranche [ ] Environmental Control Bonds on such preceding Payment Date.
        [The termination of the Tranche [ ] Swap Agreement shall not affect the
        amount of interest paid on the Tranche [ ] Environmental Control Bonds.
        Interest on this Tranche [     ] Environmental Control
        Bond will accrue for each Payment Date from and including the most recent
        Payment Date on which interest has been paid to but excluding such Payment
        Date
        or, if no interest has yet been paid, from [ ]. Such principal of and interest
        on this Tranche [ ] Environmental Control Bond shall be paid in the manner
        specified on the reverse hereof.

       

      The
        principal of and interest on this Tranche [ ] Environmental Control Bond
        are
        payable in such coin or currency of the United States of America as at the
        time
        of payment is legal tender for payment of public and private debts. All payments
        made by the Issuer with respect to this Tranche [ ] Environmental Control
        Bond
        shall be applied first to interest due and payable on this Tranche [ ]
        Environmental Control Bond as provided above and then to the unpaid principal
        of
        and premium, if any, on this Tranche [ ] Environmental Control Bond, all
        in the
        manner set forth in Section 8.02(e) of the Indenture.

       

      Reference
        is made to the further provisions of this Tranche [ ] Environmental Control
        Bond
        set forth on the reverse hereof, which shall have the same effect as though
        fully set forth on the face of this Tranche [ ] Environmental Control
        Bond.

       

      Unless
        the certificate of authentication hereon has been executed by the Indenture
        Trustee whose name appears below by manual signature, this Tranche [ ]
        Environmental Control Bond shall not be entitled to any benefit under the
        Indenture referred to on the reverse hereof, or be valid or obligatory for
        any
        purpose.

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
        or
        in facsimile, by an Authorized Officer of the Issuer.

       

      Date:

       

      MP
        ENVIRONMENTAL FUNDING LLC

       

      By:
        ______________________________
Name:
Title:

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      


      INDENTURE
        TRUSTEE’S CERTIFICATE OF AUTHENTICATION

       

      Dated:
        _____________________  

       

      This
        is
        one of the [Floating Rate Tranche] of the Series [ ] Environmental Control
        Bonds, designated above and referred to in the within-mentioned
        Indenture.

       

      U.S.
        BANK
        NATIONAL ASSOCIATION, not in its individual capacity but solely as

      Indenture
        Trustee on behalf of the Environmental
        Control Bondholders,

       

      by
        ______________________________
Authorized
        Signatory

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      


      [REVERSE
        OF ENVIRONMENTAL CONTROL BOND]

       

      This
        Series [ ], Tranche [ ] Environmental Control Bond is one of a duly
        authorized issue of Environmental Control Bonds of the Issuer, designated
        as its
        Environmental Control Bonds (herein called the “Environmental Control Bonds”),
        issued and to be issued in one or more Series, which Series are issuable
        in one
        or more Tranches, and this Series [ ] Environmental Control Bond, in which
        this Tranche [ ] Environmental Control Bond represents an interest, consists
        of
        [ ] Tranches, including the Tranche [ ] Environmental Control Bonds (herein
        called the “Tranche [ ] Environmental Control Bonds”), all issued and to be
        issued under an indenture dated as of April 11, 2007, and a series supplement
        thereto dated as of [ ] (such series supplement, as supplemented or amended,
        the
“Supplement” and, collectively with such indenture, as supplemented or amended,
        the “Indenture”), each between the Issuer and [ ], as Indenture Trustee (the
“Indenture Trustee”, which term includes any successor Indenture Trustee under
        the Indenture), to which Indenture and all indentures supplemental thereto
        reference is hereby made for a statement of the related Series Collateral
        property pledged, the nature and extent of the security, the respective rights,
        obligations and immunities thereunder of the Issuer, the Indenture Trustee
        and
        the Holders of the Environmental Control Bonds and the terms and conditions
        under which additional Environmental Control Bonds may be issued. All terms
        used
        in this Tranche [ ] Environmental Control Bond that are defined in the
        Indenture, as supplemented or amended, shall have the meanings assigned to
        them
        in the Indenture.

       

      The
        Tranche [ ] Environmental Control Bond, the other Tranches of Series
        [ ] Environmental Control Bonds and any other Series of Environmental
        Control Bonds issued by the Issuer are and will be equally and ratably secured
        by the related Series Collateral pledged as security therefor as provided
        in the
        Indenture.

       

      The
        principal of this Tranche [ ] Environmental Control Bond shall be payable
        in
        installments on each Payment Date specified in the Expected Sinking Fund
        Schedule only to the extent that amounts in the related Collection Account
        are
        available therefor, and only until the outstanding principal balance thereof
        on
        such Payment Date (after giving effect to all payments of principal, if any,
        made on such Payment Date) has been reduced to the principal balance specified
        in the Expected Sinking Fund Schedule which is attached to the Supplement
        as
        Schedule A, unless payable earlier because an Event of Default (other than
        an
        Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
        and be continuing and the Indenture Trustee or the Holders of Environmental
        Control Bonds representing not less than a majority of the Outstanding Amount
        of
        the Environmental Control Bonds of all Series have declared the Environmental
        Control Bonds to be immediately due and payable in accordance with Section
        5.02
        of the Indenture. However, actual principal payments may be made in lesser
        than
        expected amounts and at later than expected times as determined pursuant
        to
        Section 8.02(e) of the Indenture. The entire unpaid principal amount of this
        Tranche [ ] Environmental Control Bond shall be due and payable on the Final
        Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal
        amount of the Environmental Control Bonds shall become immediately due and
        payable, if not then previously paid, after an Event of Default (other than
        an
        Event of Default under Section 5.01(vi) of the Indenture) shall have occurred
        and be continuing and the Indenture Trustee or the Holders of the Environmental
        Control Bonds representing not less than a majority of the Outstanding Amount
        of
        the Environmental Control Bonds have declared the Environmental Control Bonds
        to
        be immediately due and payable in the manner provided in 

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

      Section
        5.02 of the Indenture. All principal payments on the Tranche [ ]
        Environmental Control Bonds shall be made pro rata to the Tranche [ ]
        Environmental Control Bondholders entitled thereto based on the respective
        principal amounts of the Tranche [ ] Environmental Control Bonds held by
        them.

       

      Payments
        of interest on this Tranche [ ] Environmental Control Bond due and payable
        on
        each Payment Date, together with the installment of principal or premium,
        if
        any, due on this Tranche [ ] Environmental Control Bond on such Payment Date
        shall be made by check mailed first-class, postage prepaid, to the Person
        whose
        name appears as the Registered Holder of this Tranche [ ] Environmental Control
        Bond (or one or more Predecessor Environmental Control Bonds) in the Bond
        Register as of the close of business on the applicable Record Date or Special
        Record Date or in such other manner as may be provided in the Indenture or
        the
        Supplement except that (i) upon application to the Indenture Trustee by any
        Holder owning Environmental Control Bonds of any tranche in the principal
        amount
        of $10,000,000 or more not later than the applicable Record Date payment
        will be
        made by wire transfer to an account maintained by such Holder; (ii) with
        respect to Environmental Control Bonds registered as of the close of business
        on
        the applicable Record Date or Special Record Date in the name of the nominee
        of
        the Clearing Agency, payments will be made by wire transfer in immediately
        available funds to the account designated by such nominee; and (iii) with
        respect to the final installment of principal and premium, if any, payable
        with
        respect to such Environmental Control Bond on a Payment Date, such amounts
        shall
        be payable as provided below. Such checks shall be mailed to the Person entitled
        thereto at the address of such Person as it appears in the Bond Register
        as of
        the applicable Record Date or Special record Date without requiring that
        this
        Tranche [ ] Environmental Control Bond be submitted for notation of payment.
        Any
        reduction in the principal amount of this Tranche [ ] Environmental Control
        Bond
        (or any one or more Predecessor Environmental Control Bonds) effected by
        any
        payments made on any Payment Date shall be binding upon all future Holders
        of
        this Tranche [ ] Environmental Control Bond and of any Tranche [ ] Environmental
        Control Bond issued upon the registration of transfer hereof or in exchange
        hereof or in lieu hereof, whether or not noted hereon. If funds are expected
        to
        be available, as provided in the Indenture, for payment in full of the then
        remaining unpaid principal amount of this Tranche [ ] Environmental Control
        Bond
        on a Payment Date, then the Indenture Trustee, in the name of and on behalf
        of
        the Issuer, will notify the Person who was the Registered Holder hereof as
        of
        the second preceding Record Date to such Payment Date by notice mailed no
        later
        than ten days prior to such final Payment Date and shall specify that such
        final
        installment will be payable to the Registered Holder hereof as of the Record
        Date immediately preceding such final Payment Date and only upon presentation
        and surrender of this Tranche [ ] Environmental Control Bond and shall specify
        the place where this Tranche [ ] Environmental Control Bond may be presented
        and
        surrendered for payment of such installment.

       

      The
        Issuer shall pay interest on overdue installments of interest on this Tranche
        [
        ] Environmental Control Bond at the Tranche [ ] Bond Rate to the extent lawful
        in accordance with Section 2.08(c) of the Indenture.

       

      As
        provided in the Indenture and subject to certain limitations set forth therein,
        the transfer of this Tranche [ ] Environmental Control Bond may be registered
        in
        the Bond Register upon surrender of this Tranche [ ] Environmental Control
        Bond
        for registration of 

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

       

      transfer
        at the office or agency designated by the Issuer pursuant to the Indenture,
        duly
        endorsed by, or accompanied by a written instrument of transfer in form
        satisfactory to the Indenture Trustee duly executed by the Holder hereof
        or his
        attorney duly authorized in writing, with such signature guaranteed by an
        Eligible Guarantor Institution, and thereupon one or more new Tranche [ ]
        Environmental Control Bonds of any Authorized Initial Denominations and in
        the
        same aggregate initial principal amount will be issued to the designated
        transferee or transferees. No service charge will be charged for any
        registration of transfer or exchange of this Tranche [ ] Environmental Control
        Bond, but the transferor may be required to pay a sum sufficient to cover
        any
        tax or other governmental charge that may be imposed in connection with any
        registration of transfer or exchange.

       

      Each
        Tranche [ ] Environmental Control Bondholder, by acceptance of a Tranche
        [ ]
        Environmental Control Bond, covenants and agrees that no recourse may be
        taken,
        directly or indirectly, with respect to the obligations of the Issuer or
        the
        Indenture Trustee on the Tranche [ ] Environmental Control Bonds or under
        the Indenture or any certificate or other writing delivered in connection
        herewith or therewith, against (i) any owner of a beneficial interest in
        the Issuer or (ii) any partner, owner, beneficiary, agent, officer,
        director or employee of the Indenture Trustee, any holder of a beneficial
        interest in the Issuer or the Indenture Trustee or of any successor or assign
        of
        the Indenture Trustee, except as any such Person may have expressly agreed
        (it
        being understood that all of the Indenture Trustee’s obligations are in its
        individual capacity).

       

      Prior
        to
        the due presentment for registration of transfer of this Tranche [ ]
        Environmental Control Bond, the Issuer, the Indenture Trustee and any agent
        of
        the Issuer or the Indenture Trustee may treat the Person in whose name this
        Tranche [ ] Environmental Control Bond is registered (as of the day of
        determination) as the owner hereof for the purpose of receiving payments
        of
        principal of and premium, if any, and interest on this Tranche [ ] Environmental
        Control Bond and for all other purposes whatsoever, whether or not this Tranche
        [ ] Environmental Control Bond be overdue, and neither the Issuer, the Indenture
        Trustee nor any such agent shall be affected by notice to the
        contrary.

       

      The
        Indenture permits, with certain exceptions as therein provided, the amendment
        thereof and the modification of the rights and obligations of the Issuer
        and the
        rights of the Holders of the Environmental Control Bonds under the Indenture
        at
        any time by the Issuer with the consent of the Holders of Environmental Control
        Bonds representing a majority of the Outstanding Amount of all Environmental
        Control Bonds at the time Outstanding of each Series or Tranche to be affected.
        The Indenture also contains provisions permitting the Holders of Environmental
        Control Bonds representing specified percentages of the Outstanding Amount
        of
        the Environmental Control Bonds of all Series, on behalf of the Holders of
        all
        the Environmental Control Bonds, to waive compliance by the Issuer with certain
        provisions of the Indenture and certain past defaults under the Indenture
        and
        their consequences. Any such consent or waiver by the Holder of this Tranche
        [ ]
        Environmental Control Bond (or any one of more Predecessor Environmental
        Control
        Bonds) shall be conclusive and binding upon such Holder and upon all future
        Holders of this Tranche [ ] Environmental Control Bond and of any Tranche
        [ ]
        Environmental Control Bond issued upon the registration of transfer hereof
        or in
        exchange hereof or in lieu hereof whether or not notation of such consent
        or
        waiver is made upon this Tranche [ ] Environmental Control Bond. The Indenture
        also permits the Indenture Trustee to 

       

      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

       

      amend
        or
        waive certain terms and conditions set forth in the Indenture without the
        consent of Holders of the Environmental Control Bonds issued
        thereunder.

       

      The
        term
“Issuer” as used in this Tranche [ ] Environmental Control Bond includes any
        successor to the Issuer under the Indenture.

       

      The
        Issuer is permitted by the Indenture, under certain circumstances, to merge
        or
        consolidate, subject to the rights of the Indenture Trustee and the Holders
        of
        Environmental Control Bonds under the Indenture.

       

      This
        Tranche [ ] Environmental Control Bonds is an Environmental Control Bond as
        such term is defined in the Statute. Principal and interest due and payable
        on
        this Environmental Control Bond are payable from and secured primarily by
        environmental control property authorized by an order issued by the Public
        Service Commission of the State of West Virginia pursuant to the Statute.
        Environmental control property includes the right to impose, charge, collect
        and
        receive certain non-bypassable charges (defined in the Statute as “environmental
        control charges”) to be included in electric utility bills of all electric
        service retail customers of Monongahela Power Company, a West Virginia electric
        utility doing business as Allegheny Power.

       

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

       

      The
        Tranche [ ] Environmental Control Bonds are issuable only in registered
        form in Authorized Initial Denominations as provided in the Indenture and
        the
        Supplement, subject to certain limitations therein set forth.

       

      This
        Tranche [ ] Environmental Control Bond, the Indenture and the Supplement
        shall
        be construed in accordance with the laws of the State of New York, without
        reference to its conflict of law provisions, and the obligations, rights
        and
        remedies of the parties hereunder and thereunder shall be determined in
        accordance with such laws.

       

      No
        reference herein to the Indenture and no provision of this Tranche [ ]
        Environmental Control Bond or of the Indenture shall alter or impair the
        obligation of the Issuer, which is absolute and unconditional, to pay the
        principal of and interest on this Tranche [ ] Environmental Control Bond
        at the
        times, place, and rate, and in the coin or currency herein
        prescribed.

       

      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      Social
        Security or taxpayer I.D. or other identifying number of assignee
        ___________________

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers unto
        _______________________________________________________________________________________________________

      (name
        and
        address of assignee)

       

      the
        within Tranche [ ] Environmental Control Bond and all rights thereunder,
        and
        hereby irrevocably constitutes and appoint __________________________________________________________________________
        attorney,
        to transfer said Tranche [ ] Environmental Control Bond on the books kept
        for
        registration thereof, with full power of substitution in the
        premises.

       

      
        	Dated: ____________________	
                _________________________*
Signature
                  Guaranteed:

              
	______________________	_________________________


      

      


      *
        NOTE:
        The signature to this assignment must correspond with the name of the registered
        owner as it appears on the face of the within Tranche [ ] Environmental Control
        Bond in every particular, without alteration, enlargement or any change
        whatsoever.

       

    

    
      
        
        

      

      
        B-9

        
          

        

      

      
        
        

      

    

     

    
      
        APPENDIX
          C

        


        SERVICING
          CRITERIA TO BE ADDRESSED

        BY
          INDENTURE TRUSTEE IN ASSESSMENT OF COMPLIANCE

        


        


        
          	
                  Reg
                    AB

                  Reference

                	
                  Servicing
                    Criteria

                	
                  Applicable
                    Indenture

                  Trustee
                    Responsibility

                


        

        
          	
                        General
                    Servicing
                    Considerations

                


        

        
          	
                  1122(d)(I
                    )(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and
                    events of default in accordance with the transaction
                    agreements.

                	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and
                    procedures
                    are instituted to monitor the third party's performance and compliance
                    with such
                    servicing activities.

                	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the pool assets are maintained.

                	 
	
                  1
                    I22(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating
                    in the
                    servicing function throughout the reporting period in the amount
                    of
                    coverage required by and otherwise in accordance with the terms
                    of the
                    transaction agreements.

                	 


        

        
          	
                        Cash
                    Collection and
                    Administration

                


        

        
          	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts and related
                    bank clearing accounts no more than two (2) business days following
                    receipt,
                    or such
                    other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are
                    made only by authorized personnel.

                	
                  X

                
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and
                    any
                    interest or other fees charged for such advances, are made, reviewed
                    and
                    approved as
                    specified in the transaction agreements.

                	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established
                    as a form of overcollateralization, are separately maintained
                    (e.g.,
                    with
                    respect
                    to commingling of cash) as set forth in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, "federally
                    insured depository
                    institution" with respect to a foreign financial institution
means
                    a foreign financial
                    institution that meets the requirements of Rule 13k-I(b)(1)
                    of the Securities Exchange
                    Act.

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	 
	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related bank
                    accounts, including custodial accounts and related bank clearing
                    accounts.
                    These reconciliations
                    are (A) mathematically accurate; (B) prepared within thirty (30)
                    calendar
                    days
                    after the bank statement cutoff date, or such other number of
                    days
                    specified in
                    the transaction
                    agreements; (C) reviewed and approved by someone other than the
                    person who
                    prepared the reconciliation; and (D) contain explanations for
                    reconciling
                    items.
                    These
                    reconciling items are resolved within ninety (90) calendar days
                    of their
                    original
                    identification,
                    or such other number of days specified in the transaction agreements.

                	 


        

        
          	
                        Investor
                    Remittances and Reporting

                


        

        
          	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the SEC, are maintained
                    in
                    accordance
                    with the transaction agreements and applicable SEC requirements.
                    Specifically, such reports (A) are prepared in accordance with
                    timeframes
                    and
                    other terms
                    set forth in the transaction agreements; (13) provide information
                    calculated
                    in accordance
                    with the terms specified in the transaction agreements; (C)
                    are filed with the SEC
                    as required by its rules and regulations; and (D) agree with
                    investors'
                    or
                    the trustee's
                    records as to the total unpaid principal balance and number of
                    pool
                    assets
                    serviced
                    by the servicer.

                	 
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                     distribution
                    priority and other terms set forth
                    in the transaction agreements.

                	
                  X

                
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two (2) business days to
                    the servicer's
                    investor records, or such other number of days specified in
                    the transaction agreements

                	
                  X

                
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other
                    form of payment, or custodial bank statements.

                	
                  X

                


        

         

        
          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
            	
                    Reg
                      AB

                    Reference

                  	
                    Servicing
                      Criteria

                  	
                    Applicable
                      Indenture

                    Trustee
                      Responsibility

                  


          

        

        
          	
                        Pool
                    Asset
                    Administration

                


        

        
          	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents.

                	 
	
                  I122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements.

                	 
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the servicer's obligor records
                    maintained no more than
                    two (2) business days after receipt, or such other number of
                    days
                    specified in the transaction agreements, and allocated to principal,
                    interest or other items (e.g.,
                    escrow)
                    in
                    accordance with the related pool asset documents.

                	 
	
                  1122(d)(4)(v)

                	
                  The
                    servicer's records regarding the pool assets agree with the servicer's
                    records with respect
                    to an
                    obligor's
                    unpaid principal balance.

                	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an
                    obligor's
                    pool assets (e.g.,
                    loan
                    modifications
                    or re-agings) are made, reviewed and approved by authorized personnel
                    in
                    accordance with the transaction agreements and related pool asset
                    documents.

                	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance
                    plans, modifications and deeds in lieu
                    of foreclosure, foreclosures and repossessions, as applicable)
                    are
                    initiated, conducted
                    and concluded in accordance with the timeframes or other requirements
                    established
                    by the transaction agreements.

                	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on
                    at least a monthly basis, or such other period specified in the
                    transaction agreements, and describe the entity's activities
                    in monitoring
                    delinquent pool assets including, for example, phone calls, letters
                    and
                    payment rescheduling plans in cases where delinquency
                    is deemed temporary (e.g. illness
                    or unemployment).

                	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed
                    based on the related pool asset documents.

                	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor's pool asset
                    documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state laws; and (C) such funds are returned to the obligor
                    within
                    thirty (30)
                    calendar days of full repayment of the related pool assets, or
                    such other
                    number of days
                    specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or
                    before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices
                    for such payments, provided that such support has been received
                    by the
                    servicer at
                    least thirty (30) calendar days prior to these dates, or such
                    other number
                    of days specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an
                    obligor
                    are paid from the servicer's funds and not charged to the obligor,
                    unless
                    the late payment was due to the obligor's error or
                    omission.

                	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an
                    obligor
                    are posted within two (2) business days to the obligor's records
                    maintained by the servicer, or such other number of days specified
                    in the
                    transaction agreements.

                	 
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.