OE Funding LLC Sample Contracts

OE Funding LLC – [CEI FUNDING LLC,] [OE FUNDING LLC,] [TE FUNDING LLC,] as Bond Issuer and U.S. BANK NATIONAL ASSOCIATION, as Bond Trustee and Securities Intermediary [FORM OF] BOND INDENTURE Dated as of , 2013 [CEI FUNDING LLC] [OE FUNDING LLC] [TE FUNDING LLC] BONDS (June 4th, 2013)

BOND INDENTURE dated as of                     , 2013, between [CEI Funding LLC] [OE Funding LLC] [TE Funding LLC], a Delaware limited liability company (the “Bond Issuer”), and U.S. Bank National Association, a national banking association, in its capacity as bond trustee (the “Bond Trustee”) and in its capacity as a securities intermediary (the “Securities Intermediary”).

OE Funding LLC – FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013, as Certificate Issuer and U.S. Bank National Association, as Certificate Trustee and Securities Intermediary CERTIFICATE INDENTURE Dated as of [ ], 2013 FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013 PASS-THROUGH CERTIFICATES (June 4th, 2013)

CERTIFICATE INDENTURE, dated as of [            ] [    ], 2013, between FirstEnergy Ohio PIRB Special Purpose Trust 2013, a Delaware statutory trust (the “Certificate Issuer”) continued under the Declaration of Trust and U.S. Bank National Association, in its capacity as certificate trustee (the “Certificate Trustee”) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).

OE Funding LLC – [CEI FUNDING LLC] [OE FUNDING LLC] [TE FUNDING LLC], as Bond Issuer AND [THE CLEVELAND ELECTRIC ILLUMINATING COMPANY] [OHIO EDISON COMPANY] [THE TOLEDO EDISON COMPANY], as Servicer [FORM OF] PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT Dated as of , 2013 (June 4th, 2013)

This PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT, dated as of                          , 2013, is between [CEI Funding LLC] [OE Funding LLC] [TE Funding LLC], a Delaware limited liability company (the “Bond Issuer”), and [The Cleveland Electric Illuminating Company][Ohio Edison Company][The Toledo Edison Company], an Ohio corporation.

OE Funding LLC – [CEI FUNDING LLC] [OE FUNDING LLC] [TE FUNDING LLC], as Bond Issuer and FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013, as Certificate Issuer [FORM OF] BOND PURCHASE AGREEMENT Dated as of , 2013 (May 7th, 2013)

BOND PURCHASE AGREEMENT (this “Agreement”) dated as of ________ __, 2013, between [CEI Funding LLC] [OE Funding LLC] [TE Funding LLC], a Delaware limited liability company (the “Bond Issuer”), and FirstEnergy Ohio PIRB Special Purpose Trust 2013, a Delaware statutory trust (the “Certificate Issuer”) formed under the Declaration of Trust.

OE Funding LLC – [FORM OF] PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT between [CEI FUNDING LLC] [OE FUNDING LLC] [TE FUNDING LLC], as Bond Issuer and [THE CLEVELAND ELECTRIC ILLUMINATING COMPANY] [OHIO EDISON COMPANY] [THE TOLEDO EDISON COMPANY], as Seller Dated as of , 2013 (May 7th, 2013)

This PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT, dated as of                          , 2013 is between [CEI Funding LLC] [OE Funding LLC] [TE Funding LLC], a Delaware limited liability company (the “Bond Issuer”), and [The Cleveland Electric Illuminating Company] [Ohio Edison Company] [The Toledo Edison Company], an Ohio corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

OE Funding LLC – [CEI FUNDING LLC] [OE FUNDING LLC] [TE FUNDING LLC], as Bond Issuer AND [THE CLEVELAND ELECTRIC ILLUMINATING COMPANY] [OHIO EDISON COMPANY] [THE TOLEDO EDISON COMPANY], as Servicer [FORM OF] PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT Dated as of , 2013 (May 7th, 2013)

This PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT, dated as of                          , 2013, is between [CEI Funding LLC] [OE Funding LLC] [TE Funding LLC], a Delaware limited liability company (the “Bond Issuer”), and [The Cleveland Electric Illuminating Company][Ohio Edison Company][The Toledo Edison Company], an Ohio corporation.

OE Funding LLC – CROSS-INDEMNITY AGREEMENT (May 7th, 2013)

CROSS INDEMNITY AGREEMENT dated as of             , 2013 (the “Agreement”), is entered into between CEI Funding LLC (“CEI Funding”), OE Funding LLC (“OE Funding”) and TE Funding LLC (“TE Funding”). CEI Funding, OE Funding and TE Funding are jointly referred to herein as the “Parties” and each singly as a “Party.”

OE Funding LLC – FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013, as Certificate Issuer and U.S. Bank National Association, as Certificate Trustee and Securities Intermediary CERTIFICATE INDENTURE Dated as of [ ], 2013 FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013 PASS-THROUGH CERTIFICATES (May 7th, 2013)

CERTIFICATE INDENTURE, dated as of [            ] [    ], 2013, between FirstEnergy Ohio PIRB Special Purpose Trust 2013, a Delaware statutory trust (the “Certificate Issuer”) continued under the Declaration of Trust and U.S. Bank National Association, in its capacity as certificate trustee (the “Certificate Trustee”) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).

OE Funding LLC – CEI FUNDING LLC, OE FUNDING LLC and TE FUNDING LLC as Bond Issuers as Certificate Trustee as Delaware Trustee, and FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013, as Certificate Issuer FEE AND INDEMNITY AGREEMENT Dated as of , 2013 (May 7th, 2013)

FEE AND INDEMNITY AGREEMENT dated as of                  , 2013 (as amended or amended and restated from time to time, the “Agreement”), among U.S. Bank Trust National Association, as Delaware Trustee (the “Delaware Trustee”) under the Amended and Restated Declaration of Trust (the “Declaration of Trust”), dated as of                  , 2013, CEI Funding LLC, OE Funding LLC and TE Funding LLC, as Bond Issuers (the “Bond Issuers” and individually, a “Bond Issuer”) under the Bond Indentures (the “Bond Indentures”), of even date herewith, FirstEnergy Ohio PIRB Special Purpose Trust 2013, as Certificate Issuer (the “Certificate Issuer” or the “Trust”), and U.S. Bank National Association, as Certificate Trustee (the “Certificate Trustee”) under the Certificate Indenture (the “Certificate Indenture”) of even date herewith. All capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Certificate Indenture or Bond Indenture, as applicable

OE Funding LLC – [FORM OF] ADMINISTRATION AGREEMENT (May 7th, 2013)

This Administration Agreement, dated as of [            ], 2013, is made by and between [CEI Funding LLC] [OE Funding LLC] [TE Funding LLC], a Delaware limited liability company (the “Bond Issuer”), and [The Cleveland Electric Illuminating Company] [Ohio Edison Company] [The Toledo Edison Company], an Ohio corporation, as Administrator (the “Administrator”).

OE Funding LLC – AMENDED AND RESTATED DECLARATION OF TRUST among CEI FUNDING LLC, OE FUNDING LLC and TE FUNDING LLC, acting jointly as Settlors and U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee and THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, OHIO EDISON COMPANY and THE TOLEDO EDISON COMPANY, as Administrative Trustee Dated as of [ ], 2013 (May 7th, 2013)

THIS AMENDED AND RESTATED DECLARATION OF TRUST dated and effective as of [    ], 2013 (as further amended or restated from time to time, the “Declaration”), by the Bond Issuers (as defined below), acting jointly hereunder as settlors, U.S. Bank Trust National Association, a national banking association, acting hereunder not in its individual or corporate capacity but solely as trustee under the laws of the State of Delaware (the “Delaware Trustee”), and The Cleveland Electric Illuminating Company, an Ohio corporation (“CEI”), Ohio Edison Company, an Ohio corporation (“OE”), and The Toledo Edison Company, an Ohio corporation (“TE”), as administrative trustees of the Trust (each an “Administrative Trustee” and collectively with the Delaware Trustee, the “Trustees”).

OE Funding LLC – [CEI FUNDING LLC,] [OE FUNDING LLC,] [TE FUNDING LLC,] as Bond Issuer and U.S. BANK NATIONAL ASSOCIATION, as Bond Trustee and Securities Intermediary [FORM OF] BOND INDENTURE Dated as of , 2013 [CEI FUNDING LLC] [OE FUNDING LLC] [TE FUNDING LLC] BONDS (May 7th, 2013)

BOND INDENTURE dated as of                     , 2013, between [CEI Funding LLC] [OE Funding LLC] [TE Funding LLC], a Delaware limited liability company (the “Bond Issuer”), and U.S. Bank National Association, a national banking association, in its capacity as bond trustee (the “Bond Trustee”) and in its capacity as a securities intermediary (the “Securities Intermediary”).