Ohio Phase-in-Recovery Funding LLC Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OHIO PHASE-IN- RECOVERY FUNDING LLC Dated and Effective as of June 21, 2013
Limited Liability Company Agreement • June 25th, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OHIO PHASE-IN-RECOVERY FUNDING LLC, a Delaware limited liability company (the “Company”), is made and entered into as of June 21, 2013 by OHIO POWER COMPANY, an Ohio corporation (including any additional or successor members of the Company other than Special Members, the “Member”).

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ADMINISTRATION AGREEMENT
Administration Agreement • August 2nd, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • Ohio

This ADMINISTRATION AGREEMENT, dated as of August 1, 2013 (this “Administration Agreement”), is entered into by and between OHIO POWER COMPANY (“OPCo”), as administrator (in such capacity, the “Administrator”), and OHIO PHASE-IN-RECOVERY FUNDING LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below).

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 2nd, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • New York
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OHIO PHASE-IN-RECOVERY FUNDING LLC OHIO POWER COMPANY $[ ] PHASE-IN-RECOVERY BONDS UNDERWRITING AGREEMENT
Underwriting Agreement • June 25th, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • New York
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PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT by and between OHIO PHASE-IN- RECOVERY FUNDING LLC, Issuer and OHIO POWER COMPANY, Servicer Dated as of August 1, 2013
Servicing Agreement • August 2nd, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • New York

This PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT (this “Agreement”), dated as of August 1, 2013, is between OHIO PHASE-IN-RECOVERY FUNDING LLC, a Delaware limited liability company, as issuer (the “Issuer”), and OHIO POWER COMPANY (“OPCo”), an Ohio corporation, as servicer (the “Servicer”).

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PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT by and between OHIO PHASE-IN-RECOVERY FUNDING LLC, Issuer and OHIO POWER COMPANY, Seller Dated as of August 1, 2013
Purchase and Sale Agreement • August 2nd, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • Ohio

This PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of August 1, 2013, is between Ohio Phase-In-Recovery Funding LLC, a Delaware limited liability company (the “Issuer”), and Ohio Power Company, an Ohio corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

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SERIES SUPPLEMENT
Series Supplement • August 2nd, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • Ohio

This SERIES SUPPLEMENT dated as of August 1, 2013 (this “Supplement”), by and between OHIO PHASE-IN-RECOVERY FUNDING LLC, a limited liability company created under the laws of the State of Delaware (the “Issuer”), and U.S. Bank National Association, a national banking association (“Bank”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of August 1, 2013, by and between the Issuer and U.S. Bank National Association, in its capacity as Indenture Trustee and in its separate capacity as a securities intermediary (the “Indenture”).

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OHIO PHASE-IN-RECOVERY FUNDING LLC, Issuer, and U.S. BANK NATIONAL ASSOCIATION, Indenture Trustee and Securities Intermediary
Indenture • August 2nd, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • Ohio

This INDENTURE dated as of August 1, 2013, by and between OHIO PHASE-IN-RECOVERY FUNDING LLC, a Delaware limited liability company (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).

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OHIO PHASE-IN-RECOVERY FUNDING LLC, Issuer, and U.S. BANK NATIONAL ASSOCIATION, Indenture Trustee and Securities Intermediary
Ohio Phase • June 25th, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • Ohio

This INDENTURE dated as of [closing date], by and between OHIO PHASE-IN-RECOVERY FUNDING LLC, a Delaware limited liability company (the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).

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Contract
Underwriting Agreement • July 24th, 2013 • Ohio Phase-in-Recovery Funding LLC • Asset-backed securities • New York
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