OE Funding LLC Sample Contracts

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CEI FUNDING LLC
Limited Liability Company Agreement • May 7th, 2013 • OE Funding LLC • Asset-backed securities • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of CEI Funding LLC, a Delaware limited liability company (the “Company”), is made and is dated [ ], 2013 by The Cleveland Electric Illuminating Company, an Ohio corporation, as the sole equity member of the Company (the “Sole Member”) and [ ], as the Springing Member (as defined herein).

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FORM OF] ADMINISTRATION AGREEMENT
Administration Agreement • May 7th, 2013 • OE Funding LLC • Asset-backed securities • Ohio

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”).

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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...
Purchase and Sale Agreement • May 7th, 2013 • OE Funding LLC • Asset-backed securities • Ohio

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”).

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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...
Section    Indenture • June 4th, 2013 • OE Funding LLC • Asset-backed securities • New York

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”).

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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
OE Funding LLC • June 4th, 2013 • Asset-backed securities • Ohio

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”).

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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
OE Funding LLC • June 4th, 2013 • Asset-backed securities • Ohio

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.

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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
Fee and Indemnity Agreement • May 7th, 2013 • OE Funding LLC • Asset-backed securities • Ohio

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.

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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
Bond Purchase Agreement • May 7th, 2013 • OE Funding LLC • Asset-backed securities • Ohio

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.

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CROSS-INDEMNITY AGREEMENT
Cross-Indemnity Agreement • May 7th, 2013 • OE Funding LLC • Asset-backed securities • Delaware

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.”

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FirstEnergy Ohio PIRB Special Purpose Trust 2013 (a Delaware statutory trust) $[ ],000,000 [ ]% Pass-Through Trust Certificates, Tranche A-1, due 20[ ] $[ ],000,000 [ ]% Pass-Through Trust Certificates, Tranche A-2, due 20[ ] $[ ],000,000 [ ]%...
OE Funding LLC • June 4th, 2013 • Asset-backed securities • New York

FirstEnergy Ohio PIRB Special Purpose Trust 2013, a statutory trust organized under the laws of the State of Delaware (the “Issuing Entity”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”, which term, when the context permits, shall also include any underwriters substituted as hereinafter provided in Section 15), for whom Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., and Goldman, Sachs & Co. are acting as representatives (in such capacity, the “Representatives”), $[ ],000,000 aggregate principal amount of its Pass-Through Trust Certificates, Tranche A-1, due 20[__] (the “A-1 Certificates”), $[ ],000,000 aggregate principal amount of its Pass-Through Trust Certificates, Tranche A-2, due 20[__] (the “A-2 Certificates”), and $[ ],000,000 aggregate principal amount of its Pass-Through Trust Certificates, Tranche A-3, due 20[__] (the “A-3 Certificates” and, tog

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