8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 20, 2013

Commission File No.	Registrant; State of Incorporation; Address; and Telephone Number	I.R.S. Employer Identification Number
	FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
333-187692-06	(Exact name of Issuing Entity) (A Delaware Statutory Trust)	46-6795854
001-02323	THE CLEVELAND ELECTRIC ILLUMINATING COMPANY (Exact name of sponsor, servicer and depositor as specified in its charter) (An Ohio Corporation)	34-0150020
001-02578	OHIO EDISON COMPANY (Exact name of sponsor, servicer and depositor as specified in its charter) (An Ohio Corporation)	34-0437786
001-03583	THE TOLEDO EDISON COMPANY (Exact name of sponsor, servicer and depositor as specified in its charter) (An Ohio Corporation)	34-4375005
333-187692-03	CEI FUNDING LLC (A Delaware Limited Liability Company)	46-1367273
333-187692-01	OE FUNDING LLC (A Delaware Limited Liability Company)	46-1367425
333-187692-04	TE FUNDING LLC (A Delaware Limited Liability Company)	46-1367453
	c/o FirstEnergy Corp.
	76 South Main Street
	Akron, OH 44308
	Telephone (800)736-3402

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2.):

[    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On June 20, 2013, FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Issuing Entity”) issued and sold $444,922,000 aggregate principal amount of Pass-Through Trust Certificates (the “Certificates”) consisting of (i) $111,971,000 aggregate principal amount of 0.679% Pass-Through Trust Certificates, Tranche A-1, due 2019, (ii) $70,468,000 aggregate principal amount of 1.726% Pass-Through Trust Certificates, Tranche A-2, due 2022, and (iii) $262,483,000 aggregate principal amount of 3.450% Pass-Through Trust Certificates, Tranche A-3, due 2036, pursuant to an Underwriting Agreement, dated as of June 12, 2013, by and among the Issuing Entity, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, CEI Funding LLC, OE Funding LLC, TE Funding LLC and Citigroup Global Markets, Inc., Goldman, Sachs & Co. and Credit Agricole Securities (USA) Inc., as Representatives of the several underwriters named in Schedule I thereto. The Issuing Entity received approximately $442.7 million in net proceeds, before expenses.

The principal assets of the Issuing Entity consist of (i) $232,046,000 aggregate principal amount of phase-in-recovery bonds issued by CEI Funding LLC, (ii) $169,504,000 aggregate principal amount of phase-in-recovery bonds issued by OE Funding LLC, and (iii) $43,372,000 aggregate principal amount of phase-in-recovery bonds issued by TE Funding LLC, which were acquired by the Issuing Entity using the net proceeds from the sale of the Certificates. CEI Funding LLC, OE Funding LLC and TE Funding LLC received approximately $230.9 million, $168.7 million and $43.2 million, respectively, for their phase-in-recovery bonds and used these proceeds for the purchase price for the applicable phase-in-recovery property and financing costs pursuant to the respective phase-in-recovery property purchase and sale agreements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated as of June 12, 2013, by and among FirstEnergy Ohio PIRB Special Purpose Trust 2013, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, CEI Funding LLC, OE Funding LLC, TE Funding LLC and Citigroup Global Markets, Inc., Goldman, Sachs & Co. and Credit Agricole Securities (USA) Inc., as Representatives of the several underwriters named in Schedule I thereto.
3.1	Amended and Restated Limited Liability Company Agreement of CEI Funding LLC, dated June 20, 2013.
3.2	Amended and Restated Limited Liability Company Agreement of OE Funding LLC, dated June 20, 2013.
3.3	Amended and Restated Limited Liability Company Agreement of TE Funding LLC, dated June 20, 2013.
4.1	Certificate Indenture, dated as of June 20, 2013, between FirstEnergy Ohio PIRB Special Purpose Trust 2013, and U.S. Bank National Association.
4.2	Amended and Restated Declaration of Trust of FirstEnergy Ohio PIRB Special Purpose Trust 2013 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 June 20, 2013.
4.3	Bond Indenture, dated as of June 20, 2013, between CEI Funding LLC and U.S. Bank National Association.
4.4	Bond Indenture, dated as of June 20, 2013, between OE Funding LLC and U.S. Bank National Association.
4.5	Bond Indenture, dated as of June 20, 2013, between TE Funding LLC and U.S. Bank National Association.
4.6	Form of Pass-Through Trust Certificates (contained in Exhibit 4.1).
4.7	Form of CEI Funding LLC Bonds (contained in Exhibit 4.3).
4.8	Form of OE Funding LLC Bonds (contained in Exhibit 4.4).
4.9	Form of TE Funding LLC Bonds (contained in Exhibit 4.5).

10.1	Fee and Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC, TE Funding LLC, U.S. Bank National Association, U.S. Bank Trust National Association and FirstEnergy Ohio PIRB Special Purpose Trust 2013.
10.2	Cross-Indemnity Agreement, dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC and TE Funding LLC.
10.3	Administration Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company.
10.4	Administration Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company.
10.5	Administration Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company.
10.6	Bond Purchase Agreement, dated as of June 20, 2013, between CEI Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013.
10.7	Bond Purchase Agreement, dated as of June 20, 2013, between OE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013.
10.8	Bond Purchase Agreement, dated as of June 20, 2013, between TE Funding LLC and FirstEnergy Ohio PIRB Special Purpose Trust 2013.
10.9	Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013 between CEI Funding LLC and The Cleveland Electric Illuminating Company.
10.10	Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company.
10.11	Phase-In-Recovery Property Purchase and Sale Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company.
10.12	Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between CEI Funding LLC and The Cleveland Electric Illuminating Company.
10.13	Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between OE Funding LLC and Ohio Edison Company.
10.14	Phase-In-Recovery Property Servicing Agreement, dated as of June 20, 2013, between TE Funding LLC and The Toledo Edison Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned thereunto authorized.

June 25, 2013

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
By:	The Cleveland Electric Illuminating Company Ohio Edison Company The Toledo Edison Company, as Administrative Trustees
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY OHIO EDISON COMPANY THE TOLEDO EDISON COMPANY CEI FUNDING LLC OE FUNDING LLC TE FUNDING LLC
By:	/s/ K. Jon Taylor
	K. Jon Taylor Vice President and Controller

EX-1.1

EXHIBIT 1.1

FirstEnergy Ohio PIRB Special Purpose Trust 2013

(a Delaware statutory trust)

$111,971,000  0.679% Pass-Through Trust Certificates, Tranche A-1, due 2019

$70,468,000  1.726% Pass-Through Trust Certificates, Tranche A-2, due 2022

$262,483,000  3.450% Pass-Through Trust Certificates, Tranche A-3, due 2036

UNDERWRITING AGREEMENT

June 12, 2013

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas

New York, NY 10019

Goldman, Sachs & Co.

200 West Street

New York, NY 10282-2198

As Representatives of the Several

Underwriters named in Schedule I to the

Underwriting Agreement (as hereinafter defined)

Ladies and Gentlemen:

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”), $111,971,000 aggregate principal amount of its Pass-Through Trust Certificates, Tranche A-1, due 2019 (the “A-1 Certificates”), $70,468,000 aggregate principal amount of its Pass-Through Trust Certificates, Tranche A-2, due 2022 (the “A-2 Certificates”), and $262,483,000 aggregate principal amount of its Pass-Through Trust Certificates, Tranche A-3, due 2036 (the “A-3 Certificates” and, together with the A-1 Certificates and the A-2 Certificates, the “Certificates”), to be issued under the Certificate Indenture (as hereinafter defined), to be dated on or about the Closing Date (as hereinafter defined), between the Issuing Entity and U.S. Bank National Association, as trustee (the “Certificate Trustee”), as amended or supplemented from time to time (as so amended or supplemented, the “Certificate Indenture”) in accordance

with the terms set forth in this underwriting agreement (the “Underwriting Agreement”). The Certificates shall have the series designation, denominations, issue prices, maturities, interest rates, redemption provisions, if any, and other terms as set forth in the General Disclosure Package (as hereinafter defined).

The Certificates will represent fractional undivided beneficial interests in the phase-in-recovery bonds (the “Bonds”) of CEI Funding LLC (“CEI Funding”), a wholly-owned Delaware limited liability company subsidiary of The Cleveland Electric Illuminating Company, an Ohio corporation (“Cleveland Electric”), OE Funding LLC (“OE Funding”), a wholly-owned Delaware limited liability company subsidiary of Ohio Edison Company, an Ohio corporation (“Ohio Edison”), and TE Funding LLC (“TE Funding” and, together with CEI Funding and OE Funding, the “Bond Issuers”), a wholly-owned Delaware limited liability company subsidiary of The Toledo Edison Company, an Ohio corporation (“Toledo Edison” and, together with Cleveland Electric and Ohio Edison, the “Sponsors”). The Bonds will be 100% owned by the Issuing Entity. The Bonds will be issued pursuant to separate bond indentures (the “Bond Indentures”), each to be dated on or about the Closing Date, between each Bond Issuer and U.S. Bank National Association, as bond trustee (the “Bond Trustee”), and purchased by the Issuing Entity pursuant to separate Bond Purchase Agreements, each to be dated on or about the Closing Date (the “Bond Purchase Agreements”), between the Issuing Entity and each Bond Issuer.

The Bonds of each Bond Issuer will be secured primarily by, and will be payable from, the Phase-in-Recovery Property and the related Phase-in Recovery Charge (the “PIR Charge”) of each Bond Issuer described in the Issuance Advice Letter, as defined in the Financing Order (as hereinafter defined). Cleveland Electric will sell its Phase-in-Recovery Property to CEI Funding pursuant to a Phase-in-Recovery Property Purchase and Sale Agreement to be dated on or about the Closing Date (the “CEI Sale Agreement”), between Cleveland Electric and CEI Funding. Ohio Edison will sell its Phase-in-Recovery Property to OE Funding pursuant to a Phase-in-Recovery Property Purchase and Sale Agreement to be dated on or about the Closing Date (the “OE Sale Agreement”), between Ohio Edison and OE Funding. Toledo Edison will sell its Phase-in-Recovery Property to TE Funding pursuant to a Phase-in-Recovery Property Purchase and Sale Agreement to be dated on or about the Closing Date (the “TE Sale Agreement,” and together with the CEI Sale Agreement and the OE Sale Agreement, the “Sale Agreements”), between Toledo Edison and TE Funding. The Phase-in-Recovery Property sold pursuant to the CEI Sale Agreement will be serviced pursuant to a servicing agreement, to be dated on or about the Closing Date (the “CEI Servicing Agreement”), between Cleveland Electric, as servicer, and CEI Funding. The Phase-in-Recovery Property sold pursuant to the OE Sale Agreement will be serviced pursuant to a servicing agreement, to be dated on or about the Closing Date (the “OE Servicing Agreement”), between Ohio Edison, as servicer, and OE Funding. The Phase-in-Recovery Property sold pursuant to the TE Sale Agreement will be serviced pursuant to a servicing agreement, to be dated on or about the Closing Date (the “TE Servicing Agreement” and, together with the CEI Servicing Agreement and the OE Servicing Agreement, the “Servicing Agreements”), between Toledo Edison, as servicer, and TE Funding. Cleveland Electric will provide administrative services to CEI Funding pursuant to an administration agreement, to be dated on or about the Closing Date (the “CEI Administration Agreement”), between Cleveland Electric, as administrator, and CEI Funding. Ohio Edison will provide administrative services to OE Funding pursuant to an administration agreement, to be dated on or about the Closing Date (the “OE Administration Agreement”), between Ohio Edison, as

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administrator, and OE Funding. Toledo Edison will provide administrative services to TE Funding pursuant to an administration agreement, to be dated on or about the Closing Date (the “TE Administration Agreement” and, together with the CEI Administration Agreement and the OE Administration Agreement, the “Administration Agreements”), between Toledo Edison, as administrator, and TE Funding.

In connection with the transaction contemplated herein, the Public Utilities Commission of Ohio (“PUCO”) issued a Financing Order, dated October 12, 2012, as amended by Entry on Rehearing, dated December 19, 2012 and the Entry Nunc Pro Tunc, dated January 9, 2012 (the “Financing Order”).

Capitalized terms not hereinafter defined shall have the meanings ascribed to them in the Bond Indenture.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties of the Bond Issuers. The Bond Issuers jointly and severally represent and warrant to, and agree with, each Underwriter that:

(i) The Bond Issuers, the Bonds and the Certificates meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder (the “Rules and Regulations”). The Bond Issuers, in their capacity as co-registrants and issuing entities with respect to the Bonds, and the Sponsors, in their capacities as co-registrants and sponsors for the Bond Issuers, have filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File Nos. 333-187692, 333-187692-01, 333-187692-02, 333-187692-03, 333-187692-04 and 333-187692-05) on April 2, 2013, as amended by Amendment No. 1 thereto filed May 7, 2013, as further amended by Amendment No. 2 thereto filed May 24, 2013 and as further amended by Amendment No. 3 thereto filed June 4, 2013, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $505,000,000 aggregate principal amount of the Certificates and a like aggregate principal amount of the Bonds. Such registration statement, as amended, has been declared effective by the Commission, and is currently effective. No stop order suspending the effectiveness of the Registration Statement (as hereinafter defined) has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Sponsors or the Bond Issuers, threatened by the Commission. No securities registered with the Commission under the Securities Act pursuant to the Registration Statement Nos. 333-187692, 333-187692-01, 333-187692-02, 333-187692-03, 333-187692-04 and 333-187692-05 have been previously issued. References herein to the “Registration Statement” shall be deemed to refer to Registration Statement Nos. 333-187692, 333-187692-01, 333-187692-02, 333-187692-03, 333-187692-04 and 333-187692-05, including any amendments thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S-3 (the “Incorporated Documents”) and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as hereinafter defined), which time shall be considered the “Effective Date” of the Registration Statement relating to the Certificates and the Bonds. For purposes of

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this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Registration Statement as of the time specified in Rule 430B. For purposes of this Underwriting Agreement, “Statutory Prospectus” as of any time means the preliminary prospectus supplement (which term includes the base prospectus) relating to the Certificates that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any basic prospectus or prospectus supplement deemed to be a part thereof pursuant to Rule 430B or 430C that has not been superseded or modified. For purposes of this definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall be considered to be included in the Statutory Prospectus only as of the actual time that form of prospectus (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) and not retroactively. “Prospectus” means the final prospectus supplement (which term includes the base prospectus) that discloses the public offering prices and other final terms of the Certificates and otherwise satisfies Section 10(a) of the Securities Act. The Statutory Prospectus and the Issuer Free Writing Prospectus (as hereinafter defined) identified in Section B of Schedule II hereto, considered together, are referred to herein as the “General Disclosure Package”.

(ii) At the time the Registration Statement initially became effective, at the time that each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus) became effective and on the Effective Date relating to the Certificates, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), as the case may be, and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. On the date hereof, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents made in reliance upon and in conformity with information furnished in writing to the Bond Issuers or the Sponsors by any Underwriter through the Representatives, if any, specifically for use therein or to any statements in or omissions from the Statement of Eligibility on Form T-1 of each of the Bond Trustees under the Bond Indentures or the Certificate Trustee under the Certificate Indenture filed as exhibits to the Registration Statement or to any statements or omissions made in the Registration Statement or the Prospectus relating to The Depository Trust Company Book Entry System, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof, but nothing contained herein is intended as a waiver of compliance with the Securities Act or the Rules and Regulations.

(iii) The documents incorporated or deemed to be incorporated by reference in the General Disclosure Package and the Prospectus, at the time they were or hereafter are filed

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with the Commission, complied and will comply in all material respects with the requirements, as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder, and, when read together with other information in the General Disclosure Package or the Prospectus, as applicable, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(iv)(A) At the earliest time after the filing of the Registration Statement that the Bond Issuers or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Certificates and (B) on the date hereof, none of the Bond Issuers was and no Bond Issuer is an “ineligible issuer,” as defined in Rule 405.

(v) As of the Applicable Time, neither (A) the General Disclosure Package, nor (B) any electronic road show used in connection with the offering of the Certificates or any individual Issuer Free Writing Prospectus, in each case when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any prospectus included in the Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Bond Issuers or the Sponsors by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. “Applicable Time” means 5:29 p.m. (Eastern Time) on the date hereof. “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 (“Rule 433”) under the Securities Act, relating to the Certificates.

(vi) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Certificates or until any earlier date that the Bond Issuers or Sponsors notified or notify the Representatives as described in the next sentence and in Section 3(j) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement, the General Disclosure Package and the Prospectus. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Bond Issuers or the Sponsors by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(vii) Since the most recent time as of which information is given in the General Disclosure Package, other than as set forth therein or contemplated thereby, there has not occurred any change, or any development involving a prospective change, which has had or would reasonably be expected to have a Bond Issuer Material Adverse Effect (as hereinafter defined).

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(viii) Each Bond Issuer has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power and authority to execute, deliver and perform its obligations under this Underwriting Agreement, its Bonds, its Bond Indenture, its Sale Agreement, its Servicing Agreement, its LLC Agreement, its Administration Agreement, the Fee and Indemnity Agreement, the Cross-Indemnity Agreement and the other agreements and instruments contemplated by the Prospectus and the General Disclosure Package (collectively, the “Bond Issuer Documents”) and to own, lease or operate its property and to conduct its business as described in the Prospectus and the General Disclosure Package and is qualified to transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Bond Issuer (a “Bond Issuer Material Adverse Effect”); each Bond Issuer has conducted and will conduct no business in the future that would be inconsistent with the description of such Bond Issuer’s business set forth in the Prospectus and the General Disclosure Package; each Bond Issuer is not a party to or bound by any agreement or instrument other than the Bond Issuer Documents and other agreements or instruments incidental to its formation; each Bond Issuer has no liabilities or obligations other than those arising out of the transactions contemplated by the Bond Issuer Documents and as described in the Prospectus and the General Disclosure Package; Cleveland Electric is the sole owner of the limited liability company interests of CEI Funding; Ohio Edison is the sole owner of the limited liability company interests of OE Funding; Toledo Edison is the sole owner of the limited liability company interests of TE Funding; and based on current law, each Bond Issuer is not classified as an entity taxable as a corporation for United States federal income tax purposes.

(ix) The Bond Issuers have no subsidiaries.

(x) This Underwriting Agreement has been authorized, executed and delivered by the Bond Issuers.

(xi) Each Bond Indenture has been, and on the Closing Date, each Bond Indenture will be, (1) qualified under the Trust Indenture Act and (2) authorized, executed and delivered by the applicable Bond Issuer and each Bond Indenture will constitute a valid and binding agreement enforceable against the applicable Bond Issuer in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether enforceability is considered in a proceeding in equity or in law) and by an implied covenant of good faith and fair dealing.

(xii) The Bonds of each Bond Issuer have been authorized by such Bond Issuer, and, when they have been executed by such Bond Issuer, authenticated by the Bond Trustee in the manner provided for in the applicable Bond Indenture, and issued and delivered against payment therefor as provided in the applicable Bond Purchase Agreement, such Bonds will constitute valid and binding obligations of such Bond Issuer enforceable against such Bond Issuer in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether such

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enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing and will be entitled to the benefits provided by the applicable Bond Indenture.

(xiii) The Bonds and the Bond Indentures conform, and on the Closing Date, will conform, in all material respects to the descriptions thereof contained in the Prospectus and the General Disclosure Package.

(xiv) Neither the issuance and sale of the Bonds, the purchase of the Phase-in-Recovery Property by each Bond Issuer from the applicable Sponsor, nor the execution and delivery by the Bond Issuers of, and the performance by the Bond Issuers of their obligations under, this Underwriting Agreement, the Bond Purchase Agreements, the Bond Indentures and the Bonds will result in a violation or default of, or the imposition of any lien, charge or encumbrance upon any property or assets of the Bond Issuers pursuant to, (a) any provision of applicable law, (b) the certificate of formation or limited liability company agreement, each as amended, of the Bond Issuers, (c) any agreement or other instrument binding upon the Bond Issuers or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Bond Issuers or any of their properties, except in the case of clauses (a), (c) and (d) for any such violation, default, lien, charge or encumbrance that would not reasonably be expected to have a Bond Issuer Material Adverse Effect. Furthermore, the Bond Issuers are not (x) in violation of any applicable law, or (y) in violation of or default under its respective certificate of formation or limited liability company agreement, as the case may be, each as amended, or in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which it is a party or by which it is bound, or to which any of its property or assets is subject, except such violations or defaults as have been waived or that would not reasonably be expected to have, singly or in the aggregate, a Bond Issuer Material Adverse Effect.

(xv) Other than as disclosed in the Prospectus and the General Disclosure Package, there are no legal or governmental proceedings pending or, to the knowledge of the Bond Issuers, threatened, to which the Bond Issuers are a party or to which any of the properties of the Bond Issuers are subject wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Bond Issuer Material Adverse Effect or a material adverse effect on the power or ability of the Bond Issuers to perform their obligations under this Underwriting Agreement, or to consummate the transactions contemplated by the Prospectus and the General Disclosure Package.

(xvi) Other than the (1) filing of the Issuance Advice Letter, the Certification (as defined in the Financing Order) and non-action on the part of the PUCO as and within the time period contemplated by ordering paragraphs F(4) and F(5) of the Financing Order, (2) financing statements to perfect liens contemplated by the Prospectus and (3) as otherwise set forth or contemplated in the Prospectus or the Financing Order, no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Certificates by the Underwriters in the manner contemplated herein and in the General Disclosure Package.

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Each Bond Issuer has all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted except where the failure to do so, in each case, would not reasonably be expected to have a Bond Issuer Material Adverse Effect.

(xvii) Each Bond Issuer is not, and after giving effect to the offering and sale of the Certificates and the application of the proceeds thereof as described in the Prospectus and the General Disclosure Package will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”).

(xviii) Each of the Bond Purchase Agreements, Sale Agreements, Servicing Agreements, LLC Agreements, Administration Agreements, the Fee and Indemnity Agreement, the Cross-Indemnity Agreement and this Underwriting Agreement has been duly authorized by the Bond Issuers party thereto, and when executed and delivered by the Bond Issuers and the other parties thereto, will constitute a valid and legally binding obligation of such Bond Issuers, enforceable against such Bond Issuers in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether enforceability is considered in a proceeding in equity or in law) and by an implied covenant of good faith and fair dealing.

(xix) Each Bond Issuer has complied with the written representations, acknowledgements and covenants (the “17g-5 Representations”) relating to compliance with Rule 17g-5 under the Exchange Act set forth in the (i) undertaking, dated as of August 20, 2012, by the Sponsors to Moody’s Investor Service, Inc. (“Moody’s”), (ii) letter, dated August 20, 2012, from the Sponsors to Standard & Poor’s Rating Services, a division of the McGraw Hill Companies, Inc. (“S&P”), and (iii) letter, dated August 20, 2012, by the Sponsors to Fitch Ratings Inc. (“Fitch”, and together with Moody’s and S&P, the “Rating Agencies”), other than any noncompliance that would not have a material adverse effect on the rating of the Certificates or the Certificates or arising from the breach by an Underwriter of the representations and warranties and covenants set forth in Section 12 hereof.

(xx) Each Bond Issuer will comply, and has complied, in all material respects, with its diligence and disclosure obligations in respect to the Certificates or the Bonds under Rule 193 of the Securities Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB.

(b) Representations and Warranties of the Sponsors. The Sponsors severally represent and warrant to, and agree with, each Underwriter that:

(i) The Sponsors, in their capacities as co-registrants and sponsors with respect to the Certificates and the Bonds, and the Bond Issuers meet the requirements for the use of Form S-3 under the Securities Act and the Rules and Regulations. The Bond Issuers, in their capacity as co-registrants and issuing entities with respect to the Bonds, and the Sponsors, in their capacities as co-registrants and sponsors for the Bond Issuers and the Issuing Entity, have filed with the Commission the Registration Statement for the registration under the Securities Act of up to $505,000,000 aggregate principal amount of the Certificates. The Registration Statement has been declared effective by the Commission, and is currently effective. No stop order suspending the effectiveness of the Registration Statement has been issued under the

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Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Bond Issuers, threatened by the Commission. No securities registered with the Commission under the Securities Act pursuant to the Registration Statement have been previously issued.

(ii) At the time the Registration Statement initially became effective, at the time that each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus) became effective and on the Effective Date relating to the Certificates and the Bonds, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act, as the case may be, and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. On the date hereof, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the Rules and Regulations, and neither of such documents will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from any of such documents made in reliance upon and in conformity with information furnished in writing to the Sponsors by any Underwriter through the Representatives, if any, specifically for use therein or to any statements in or omissions from the Statement of Eligibility on Form T-1 of the Bond Trustee under the applicable Bond Indenture or the Certificate Trustee under the Certificate Indenture, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof, but nothing contained herein is intended as a waiver of compliance with the Securities Act or the Rules and Regulations.

(iii) The documents incorporated or deemed to be incorporated by reference in the General Disclosure Package and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements, as applicable, of the Exchange Act and the rules and regulations of the Commission thereunder, and, when read together with other information in the General Disclosure Package or the Prospectus, as applicable, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading.

(iv)(A) At the earliest time after the filing of the Registration Statement that the Issuing Entity or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Certificates and (B) on the date hereof, none of the Bond Issuers is an “ineligible issuer,” as defined in Rule 405.

(v) As of the Applicable Time, neither (A) the General Disclosure Package, nor (B) any electronic road show used in connection with the offering of the Certificates or any individual Issuer Free Writing Prospectus, in each case when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the

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circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any prospectus included in the Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Sponsors or the Bond Issuers by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(vi) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offering and sale of the Certificates or until any earlier date that the Sponsors or the Bond Issuers notified or notify the Representatives as described in the next sentence and in Section 3(j) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement, the General Disclosure Package and the Prospectus. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Sponsors by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(vii) Since the most recent time as of which information is given in the General Disclosure Package, other than as set forth therein or contemplated thereby, there has not occurred any change, or any development involving a prospective change, which has had or would reasonably be expected to have a Sponsor Material Adverse Effect (as hereinafter defined).

(viii) Each Sponsor has been incorporated and is validly existing as a corporation in good standing under the laws of the State of Ohio, has the corporate power and authority to execute, deliver and perform its obligations under this Underwriting Agreement, its Sale Agreement, its Servicing Agreement, its Administration Agreement and the other agreements and instruments contemplated by the Prospectus and the General Disclosure Package (collectively, the “Sponsor Documents”) and to own, lease or operate its property and to conduct its business as described in the Prospectus and the General Disclosure Package and is qualified to transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Sponsor and its subsidiaries, taken as a whole (a “Sponsor Material Adverse Effect”); each Sponsor has all requisite power and authority to sell its Phase-in-Recovery Property as described in the Prospectus and the General Disclosure Package and to otherwise perform its obligations under any Sponsor Document to which it is a party. Cleveland Electric is the sole owner of the limited liability company interests of CEI Funding; Ohio Edison is the sole owner of the limited liability company interests of OE Funding; and Toledo Edison is the sole owner of the limited liability company interests of TE Funding.

(ix) As of March 31, 2013, other than Ohio Edison each Sponsor has no significant subsidiaries (as defined in Regulation S-X).

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(x) This Underwriting Agreement has been authorized, executed and delivered by each Sponsor.

(xi) The transfer by each Sponsor of all of its rights and interests under the Financing Order relating to the Certificates and the Bonds and the execution and delivery by each Sponsor of, and the performance by each Sponsor of its obligations under, this Underwriting Agreement will not result in a violation or default of, or the imposition of any lien, charge or encumbrance upon any property or assets of such Sponsor pursuant to, (a) any provision of applicable law, (b) the articles of incorporation or code of regulations or bylaws, as the case may be, each as amended, of such Sponsor, (c) any agreement or other instrument binding upon such Sponsor or (d) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Sponsor or any of its properties, except in the case of clauses (a), (c) and (d) for any such violation, default, lien, charge or encumbrance that would not reasonably be expected to have a Sponsor Material Adverse Effect. Furthermore, no Sponsor is (x) in violation of any applicable law, or (y) in violation of or default under, its respective articles of incorporation or code of regulations or bylaws, as the case may be, each as amended, or in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or other contract, lease or other instrument to which it is a party or by which it is bound, or to which any of its property or assets is subject, except such violations or defaults as have been waived or that would not reasonably be expected to have, singly or in the aggregate, a Sponsor Material Adverse Effect.

(xii) Other than as disclosed in the Prospectus and the General Disclosure Package, there are no legal or governmental proceedings pending or, to the knowledge of the Sponsors, threatened, to which the Sponsors or the Bond Issuers are a party or to which any of their properties are subject wherein an unfavorable decision, ruling or finding would reasonably be expected to have a Sponsor Material Adverse Effect or a material adverse effect on the power or ability of the Sponsors to perform their obligations under this Underwriting Agreement, or to consummate the transactions contemplated by the Prospectus and the General Disclosure Package.

(xiii) Other than the (1) filing of the Issuance Advice Letter, the Certification (as defined in the Financing Order) and non-action on the part of the PUCO as and within the time period contemplated by ordering paragraphs F(4) and F(5) of the Financing Order, (2) financing statements to perfect liens contemplated by the Prospectus and (3) as otherwise set forth or contemplated in the Prospectus or the Financing Order, no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Securities Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Certificates by the Underwriters in the manner contemplated herein and in the General Disclosure Package. The Sponsors have all governmental licenses, authorizations, consents and approvals required to carry on their business as now conducted except where the failure to do so, in each case, would not reasonably be expected to have a Sponsor Material Adverse Effect.

(xiv) The Sponsors are not, and after giving effect to the offering and sale of the Certificates and the application of the proceeds thereof as described in the Prospectus and the

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General Disclosure Package, neither the Sponsors, the Bond Issuers nor the Issuing Entity will be, an “investment company” within the meaning of the 1940 Act.

(xv) The nationally recognized accounting firm reasonably acceptable to the Representatives, which has performed certain procedures with respect to statistical and structural information contained in the Statutory Prospectus and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Rules and Regulations and the rules and regulations of the Public Company Accounting Oversight Board.

(xvi) Each of the Sale Agreements, Servicing Agreements, Administration Agreements, and this Underwriting Agreement has been duly authorized by the Sponsors party thereto, and when executed and delivered by each of the Sponsors party thereto and the other parties thereto, will constitute a valid and legally binding obligation of such Sponsors, enforceable against such Sponsors in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether enforceability is considered in a proceeding in equity or in law) and by an implied covenant of good faith and fair dealing.

(xvii) The Sponsors have complied with the 17g-5 Representations relating to compliance with Rule 17g-5 under the Exchange Act set forth in the (i) letter, dated as of August 20, 2012, from the Sponsors to Moody’s, (ii) letter, dated August 20, 2012, from the Sponsors to S&P, and (iii) letter, dated August 20, 2012, from the Sponsors to Fitch, other than any noncompliance that would not have a material adverse effect on the rating of the Certificates or the Certificates or arising from the breach by an Underwriter of the representations and warranties and covenants set forth in Section 12 hereof.

(xviii) The Sponsors will comply, and have complied, in all material respects, with its diligence and disclosure obligations in respect to the Certificates and the Bonds under Rule 193 of the Securities Act and Items 1111(a)(7) and 1111(a)(8) of Regulation AB.

(c) The Sponsors and the Bond Issuers further represent and warrant to, and agree with, each of the Underwriters as follows:

(i) The operations of the Sponsors, the Bond Issuers and the Issuing Entity are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Sponsors, the Bond Issuers and the Issuing Entity conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Sponsors, the Bond Issuers and the Issuing Entity with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Sponsors and the Bond Issuers, threatened.

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(ii) None of the Sponsors, the Bond Issuers, the Issuing Entity or any of their respective affiliates, nor any director, officer, or employee, nor, to their knowledge, any agent or representative of the Sponsors, the Bond Issuers or the Issuing Entity or of any of their respective affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Sponsors, the Bond Issuers and the Issuing Entity and their respective affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein.

(iii)(x) None of the Sponsors, the Bond Issuers or the Issuing Entity, or to the knowledge of the Sponsors and the Bond Issuers, any director, officer, employee, agent, affiliate or representative of the Sponsors or the Bond Issuers or the Issuing Entity is an individual or entity (“Person”) that is, or is owned or controlled by a Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria), and (y) each Sponsor and Bond Issuer covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person: (A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

(iv) There are no Ohio transfer taxes relating to the transfer of the Phase-in-Recovery Property by each Sponsor to the applicable Bond Issuer or the issuance of the Certificates to the Underwriters pursuant to this Underwriting Agreement required to be paid at or prior to the Closing Date by the Sponsors, the Bond Issuers or the Issuing Entity.

(d) Representations and Warranties of the Issuing Entity. The Issuing Entity represents and warrants to, and agrees with, each Underwriter that:

(i) The Issuing Entity has been duly formed and is validly existing as a statutory trust under the laws of the State of Delaware, has the power and authority to execute, deliver and perform its obligations under this Underwriting Agreement, the Certificate Indenture and the other agreements and instruments contemplated by the Prospectus and the General Disclosure Package (collectively, the “Issuing Entity Documents”) and to own, lease or operate its property and to conduct its business as described in the Prospectus and the General Disclosure Package and is qualified to transact business and is in good standing in each other jurisdiction in

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which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Issuing Entity (an “Issuing Entity Material Adverse Effect”); the Issuing Entity has conducted and will conduct no business in the future that would be inconsistent in any material respect with the description of its business set forth in the Prospectus and the General Disclosure Package; the Issuing Entity is not a party to or bound by any agreement or instrument other than the Issuing Entity Documents and other agreements or instruments incidental to its formation; the Issuing Entity has no liabilities or obligations other than those arising out of the transactions contemplated by the Issuing Entity Documents and as described in the Prospectus and the General Disclosure Package.

(ii) This Underwriting Agreement has been authorized, executed and delivered by the Issuing Entity.

(iii) The Certificate Indenture has been, and on the Closing Date will be, (1) qualified under the Trust Indenture Act and (2) authorized, executed and delivered by the Issuing Entity and the Certificate Indenture is a valid and binding agreement enforceable against the Issuing Entity in accordance with its terms except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether enforceability is considered in a proceeding in equity or in law) and by an implied covenant of good faith and fair dealing.

(iv) The Certificates have been authorized by such Issuing Entity, and, when they have been executed by such Issuing Entity, authenticated by the Certificate Trustee in the manner provided for in the Certificate Indenture, and issued and delivered against payment therefor as provided therein, such Certificates will constitute valid and binding obligations of such Issuing Entity enforceable against such Issuing Entity in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, by general equitable principles (whether such enforceability is considered in a proceeding in equity or at law) and by an implied covenant of good faith and fair dealing and will be entitled to the benefits provided by the Certificate Indenture.

(v) The Certificates and the Certificate Indenture conform, and on the Closing Date, will conform, in all material respects to the descriptions thereof contained in the Prospectus and the General Disclosure Package.

(e) Officer’s Certificates. Any certificate signed by any authorized officer of the Bond Issuers or Sponsors and delivered to the Underwriters or to counsel for the Underwriters in connection with this offering shall be deemed a representation and warranty by the Bond Issuers or Sponsors to the Underwriters as to the matters covered thereby as of the date of such certificate.

SECTION 2. Sale and Delivery to Underwriters; Closing.

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(a) Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuing Entity agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuing Entity, at a purchase price of 99.4999%, in the case of the A-1 Certificates, and 99.4954%, in the case of the A-2 Certificates, 99.4979%, in the case of the A-3 Certificates, of the principal amount thereof, plus accrued interest, if any, from June 20, 2013 to the Closing Date, the principal amount of the Certificates set forth opposite such Underwriter’s name in Schedule I hereto plus any additional principal amount of Certificates which such Underwriter may become obligated to purchase pursuant to the provisions of Section 13, subject to such adjustments among the Underwriters as the Representatives, on behalf of the Underwriters, shall make to eliminate any sales or purchases of fractional Certificates.

(b) Payment and Delivery. Payment of the purchase price for, and delivery of certificates for, the Certificates shall be made at the office of Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, New York 10036, or at such other place as shall be agreed upon by the Issuing Entity and the Representatives on behalf of the Underwriters, at 10:00 a.m., (Eastern Time), on the sixth full business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Issuing Entity and the Representatives on behalf of the Underwriters (such time and date of payment and delivery being herein called the “Closing Date”).

Payment shall be made to the Issuing Entity by wire transfer of immediately available funds to a bank account designated by the Issuing Entity, against delivery to the Underwriters for the account of the Underwriters of the Certificates to be purchased by them.

The delivery of the Certificates shall be made in fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company (the “DTC”) in New York, New York, or its designee, and the Underwriters shall accept such delivery.

The certificate(s) representing the Certificates shall be made available by the Issuing Entity for examination by the Representatives not later than 2:00 p.m. (Eastern Time) on the last business day prior to the Closing Date at such place as may be agreed upon between the Representatives and the Issuing Entity.

SECTION 3. Covenants of the Bond Issuers. The Bond Issuers covenant with the Underwriters as follows:

(a) To promptly file each Statutory Prospectus and the Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act.

(b) To advise the Representatives promptly of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of any part thereof or any order suspending or preventing the use of the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus, and will use its reasonable best efforts to prevent the issuance of any such stop order or other such order and to obtain as soon as possible its lifting, if issued.

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(c) To furnish without charge to the Representatives as many copies of the Prospectus and any documents incorporated by reference therein at or after the date thereof and any amendments and supplements thereto as the Representatives may reasonably request. The terms “supplement” and “amendment” as used in this Underwriting Agreement shall include all documents filed by the Issuing Entity with the Commission subsequent to the date of the Prospectus pursuant to the Exchange Act which are deemed to be incorporated by reference in the Prospectus.

(d) Before amending or supplementing the Registration Statement or any Statutory Prospectus or filing with the Commission any document pursuant to Section 13, 14 or 15(d) of the Exchange Act, during the period referred to in paragraph (e) below, to furnish to the Representatives a copy of each such proposed amendment, supplement or document for the Representatives’ review prior to filing and not to file any such proposed amendment, supplement or document to which the Representatives reasonably object.

(e) To promptly notify the Underwriters, and confirm such notice in writing (which notice and confirmation may be satisfied by providing the Underwriters with any related periodic report filed under the Exchange Act), of (x) any filing made by the Bond Issuers, Issuing Entity or Sponsors of information relating to the offering of the Certificates with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) any material changes in or affecting the business, properties, results of operations or financial condition of the Bond Issuers and their subsidiaries, taken as a whole, which (i) make any statement in the Prospectus as then amended or supplemented materially false or misleading or (ii) are not disclosed in the Prospectus as then amended or supplemented. If, at any time when a prospectus covering the Certificates is (or but for the exemption in Rule 172 under the Securities Act would be) required by law to be delivered in connection with sales of the Certificates by an Underwriter or dealer, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel for the Bond Issuers, Issuing Entity or Sponsors, to amend the Registration Statement or to amend or supplement the Prospectus or modify the information incorporated by reference therein in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is (or but for the exemption in Rule 172 under the Securities Act would be) delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or modify such information to comply with the Securities Act and the Rules and Regulations, forthwith to prepare and file with the Commission and to furnish (subject to the conditions in paragraph (c) above), at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Bond Issuers to which Certificates may have been sold by the Underwriters), and to any other dealers upon request, such amendments or supplements to the Prospectus or modifications to the documents incorporated by reference therein, so that the statements in the Prospectus as so amended, supplemented or modified will not, in the light of the circumstances existing at the time such Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with the Securities Act and the Rules and Regulations. If, prior to the Closing Date, there occurs an event or development as a result of which the General Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the General Disclosure

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Package is delivered to a purchaser, not misleading, to promptly notify the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented, and will promptly prepare an amendment or supplement that will correct such statement or omission.

(f) The Bond Issuers will use commercially reasonable efforts, in cooperation with the Underwriters, to qualify the Certificates for offering and sale under the applicable securities laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect as long as required for the sale of the Certificates; provided, however, that the Bond Issuers shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Bond Issuers will file such statements and reports as may be required by the laws of each jurisdiction in which the Certificates have been qualified as above provided. The Bond Issuers will promptly advise the Representatives of the receipt by the Bond Issuers of any notification with respect to the suspension of the qualification of the Certificates for sale in any such state or jurisdiction or the initiating or threatening of any proceedings for such purpose. The Bond Issuers will also supply the Underwriters with such information as is necessary for the determination of the legality of the Certificates for investment under the laws of such jurisdictions as the Underwriters may reasonably request.

(g) The Bond Issuers shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Certificates.

(h) The Bond Issuers will use and will cause the Issuing Entity to use the proceeds received from the sale of the Bonds in the manner specified in the Prospectus under “Use of Proceeds.”

(i) During a period beginning on the date of this Underwriting Agreement and continuing to and including the Closing Date, the Bond Issuers will not, and will cause the Issuing Entity to not, without the prior written consent of the Representatives, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities issued or guaranteed by the Bond Issuers or any of their subsidiaries substantially similar to the Certificates or securities of the Bond Issuers or any of their subsidiaries that are convertible into, or exchangeable for, the Certificates.

(j) If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement, would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that time, not misleading, (A) the Bond Issuers will promptly notify the Representatives and (B) the Bond Issuers will promptly amend or supplement and will cause the Issuing Entity to promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

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(k) Each Bond Issuer will make generally available, or cause its Servicer to make generally available, to its security holders, as soon as it is practicable to do so, an earning statement (which need not be audited, unless required so to be under Section 11(a) of the Securities Act), covering a period of at least 12 months beginning within three months after the “effective date” (as defined in Rule 158 under the Securities Act) of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the Securities Act.

(l) For a period from the date of this Underwriting Agreement until the retirement of the Bonds or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever occurs first, the Bond Issuers shall (or shall cause the Sponsors to) post on its website and, to the extent consistent with the Bonds Issuers’ and the Sponsors’ obligations under applicable law, file with or furnish to the Commission in periodic reports and other reports as are required from time to time under Section 13 or Section 15(d) of the Exchange Act, and shall direct the Bond Trustee to post on its website for Bondholders such information as is required by Section 3.07(g) of the Bond Indenture. To the extent that the Bond Issuers’ obligations are terminated or limited by an amendment to Section 3.07(g) of the Bond Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder.

(m) So long as any of the Certificates are outstanding, the Bond Issuers will furnish to the Representatives, if and to the extent not posted on the Bond Issuers’ or its affiliate’s website, (A) as soon as available, a copy of each report of the Bond Issuers filed with the Commission under the Exchange Act or mailed to the Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the PUCO pursuant to the Financing Order including, but not limited to, any issuance advice letter or any annual, semi-annual or more frequent phase-in-recovery charge adjustment filings, and (C) from time to time, any information concerning the Bond Issuers as the Representatives may reasonably request.

(n) So long as the Certificates or the Bonds are rated by any Rating Agency, the Issuing Entity and the Bond Issuers will comply with the 17g-5 Representations, other than any noncompliance that would not have a material adverse effect on the rating of the Certificates or the Certificates or arising from the breach by an Underwriter of the representations and warranties and covenants set forth in Section 12 hereof

SECTION 4. Covenants of the Sponsors. The Sponsors covenant with the Underwriters as follows:

(a) The Sponsors shall promptly file or cause the Bond Issuers and the Issuing Entity to file each Statutory Prospectus and Prospectus with the Commission pursuant to Rule 424(b) of the Securities Act.

(b) The extent permitted by applicable law and the agreements and instruments that bind the Sponsors, the Sponsors will use their reasonable best efforts to cause the Bond Issuers to comply with the covenants set forth in Section 3 hereof.

(c) The Sponsors will promptly advise the Representatives promptly of the institution by the Commission of any stop order proceedings in respect of the Registration Statement or of

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any part thereof or any order suspending or preventing the use of the Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus, and will use its reasonable best efforts to prevent the issuance of any such stop order or other such order and to obtain as soon as possible its lifting, if issued.

(d) Before amending or supplementing the Registration Statement or any Statutory Prospectus or filing with the Commission any document pursuant to Section 13, 14 or 15(d) of the Exchange Act, during the period referred to in paragraph (e) below, to furnish to the Representatives a copy of each such proposed amendment, supplement or document for the Representatives’ review prior to filing and not to file any such proposed amendment, supplement or document to which the Representatives reasonably object.

(e) The Sponsors will promptly notify the Underwriters, and confirm such notice in writing (which notice and confirmation may be satisfied by providing the Underwriters with any related periodic report filed under the Exchange Act), of (x) any filing made by the Sponsors or the Bond Issuers of information relating to the offering of the Certificates with any securities exchange or any other regulatory body in the United States or any other jurisdiction, and (y) any material changes in or affecting the business, properties, results of operations or financial condition of the Sponsors or the Bond Issuers that (i) make any statement in the Prospectus as then amended or supplemented materially false or misleading or (ii) are not disclosed in the Prospectus as then amended or supplemented. If, at any time when a prospectus covering the Certificates is (or but for the exemption in Rule 172 under the Securities Act would be) required by law to be delivered in connection with sales of the Certificates by an Underwriter or dealer, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel for the Sponsors, to amend the Registration Statement or to amend or supplement the Prospectus or modify the information incorporated by reference therein in order that the Prospectus will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is (or but for the exemption in Rule 172 under the Securities Act would be) delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus or modify such information to comply with the Securities Act and the Rules and Regulations, forthwith to prepare and file with the Commission and to furnish (subject to the conditions in paragraph (c) above), at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives will furnish to the Sponsors) to which Certificates may have been sold by the Underwriters, and to any other dealers upon request, such amendments or supplements to the Prospectus or modifications to the documents incorporated by reference therein, so that the statements in the Prospectus as so amended, supplemented or modified will not, in the light of the circumstances existing at the time such Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with the Securities Act and the Rules and Regulations. If, prior to the Closing Date, there occurs an event or development as a result of which the General Disclosure Package would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the General Disclosure Package is delivered to a purchaser, not misleading, the Sponsors promptly will notify the Representatives so that any use of the General Disclosure Package may cease until it is amended or supplemented, and will promptly prepare an amendment or supplement that will correct such statement or omission.

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(f) The Sponsors will cause the Bond Issuers and the Issuing Entity to use the proceeds received by them from the sale of the Bonds and the Certificates, respectively, in the manner specified in the Prospectus under “Use of Proceeds.”

(g) During a period beginning on the date of this Underwriting Agreement and continuing to and including the Closing Date, the Bond Issuers will not, without the prior written consent of the Representatives, directly or indirectly, issue, sell, offer or agree to sell, grant any option for the sale of, or otherwise dispose of, any other debt securities issued or guaranteed by the Bond Issuers substantially similar to the Certificates or securities of the Bond Issuers that are convertible into, or exchangeable for, the Certificates.

(h) The Sponsors shall take all reasonable action necessary to enable the Rating Agencies to provide their respective credit ratings of the Certificates.

(i) The Sponsors will make generally available to its security holders, as soon as it is practicable to do so, an earnings statement (which need not be audited, unless required so to be under Section 11(a) of the Securities Act), covering a period of at least 12 months beginning within three months after the “effective date” (as defined in Rule 158 under the Securities Act) of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the Securities Act.

(j) The initial PIR Charge will be calculated in accordance with the Financing Order.

(k) If at any time following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information then contained in the Registration Statement, would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that time, not misleading, (A) the Sponsors will cause the Bond Issuers to promptly notify the Representatives and (B) the Sponsors will cause the Bond Issuers to promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(l) So long as the Certificates or the Bonds are rated by any Rating Agency, the Sponsors, the Issuing Entity and the Bond Issuers will comply with the 17g-5 Representations, other than any noncompliance that would not have a material adverse effect on the rating of the Certificates or the Certificates or arising from the breach by an Underwriter of the representations and warranties and covenants set forth in Section 12 hereof.

SECTION 5. Free Writing Prospectuses.

(a) Free Writing Prospectuses. The Bond Issuers and Sponsors represent and agree that without the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Bond Issuers, the Sponsors and the Representatives, the Issuing Entity has not made and will not make any offer relating to the Certificates that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. The Bond Issuers and the Sponsors further represent that they and the Issuing Entity have complied and will comply with the requirements of Rule 164 under the Securities

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Act and Rule 433 applicable to any Issuer Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The parties hereto agree that the only Issuer Free Writing Prospectuses issued on or prior to the Applicable Time and consented to by the parties are specified on Schedule II hereto (including the final term sheet prepared in accordance with Section 5(b) below).

(b) Final Term Sheet. The Bond Issuers will prepare a final term sheet relating to the Certificates, containing only information that describes the final terms of the Certificates and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii). Any such final term sheet is an Issuer Free Writing Prospectus for purposes of this Underwriting Agreement and is specified in Schedule II hereto.

SECTION 6. Payment of Expenses.

(a) Expenses. Unless otherwise indicated, the Bond Issuers and the Sponsors, subject to the Cap (as defined in the Bond Indenture), to the extent applicable, will pay (or cause to be paid) all expenses incident to the performance of their obligations under this Underwriting Agreement, including (i) the preparation, printing and any filing of each Statutory Prospectus, the Prospectus, any electronic road show and each Issuer Free Writing Prospectus and of each amendment or supplement thereto, (ii) the preparation, reproduction and delivery to the Underwriters of this Underwriting Agreement and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Certificates, (iii) the preparation, issuance and delivery of the certificates for the Certificates to the Underwriters, including any charges of DTC in connection therewith, (iv) the fees and disbursements of the Bond Issuers, the Sponsors and the Issuing Entity’s counsel, accountants and other advisors, including counsel and advisors to the PUCO and the fees and disbursements of the Underwriters’ counsel (such fees and disbursements not to exceed the estimated amounts of such fees and disbursements set forth in Exhibit C to the application for the Financing Order filed with the PUCO by the Sponsors, (v) the qualification of the Certificates under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey, any supplement thereto and any legal investment survey (such fees and disbursements not to exceed $7,500), (vi) the fees and expenses of the Bond Trustees and the Certificate Trustee, including the fees and disbursements of counsel for the Bond Trustees and the Certificate Trustee in connection with the Bond Indentures and the Certificate Indenture and (vii) any fees payable in connection with the rating of the Certificates in accordance with Section 3(g) hereof.

(b) Termination of Underwriting Agreement. Neither the Sponsors nor the Bond Issuers shall be required to pay any amount for any expenses of the Underwriters (other than as contemplated by Section 6(a)(iv) above), except that if this Underwriting Agreement is terminated by the Underwriters in accordance with the provisions of Section 7, the Bond Issuers shall reimburse the Underwriters for all of their reasonable out-of-pocket expenses, including fees and disbursements of counsel for the Underwriters which were reasonably incurred.

SECTION 7. Conditions of Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of the Bond Issuers and the Sponsors contained in Sections 1(a) and (b), respectively, and in

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Section 1(c) as of the Applicable Time, the time this Underwriting Agreement is executed and delivered by the parties hereto and the Closing Date, of the Sponsors contained in Article III of the Sale Agreements and Section 6.01 of the Servicing Agreements, and to the accuracy of the statements made in any certificates delivered pursuant to the provisions hereof, to the performance by the Issuing Entity, the Bond Issuers and the Sponsors of their covenants and other obligations hereunder, and to the following further conditions:

(a) Opinions of Counsel.

(i) Morgan, Lewis & Bockius LLP, counsel for the Underwriters, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, with respect to the issuance and sale of the Certificates, the Bonds, the Certificate Indenture, the Bond Indentures, the other Issuing Entity, Bond Issuers and Sponsor Documents, the Registration Statement and other related matters; and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

(ii) Richards, Layton & Finger, P.A., special Delaware counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding the filing of a voluntary bankruptcy petition.

(iii) Richards, Layton & Finger, P.A., special Delaware counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain Delaware Uniform Commercial Code matters with respect to the Issuing Entity and the Bond Issuers.

(iv) Akin Gump Strauss Hauer & Feld LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding the 1940 Act, Trust Indenture Act and perfection by control for deposit accounts and securities accounts under New York law.

(v) Akin Gump Strauss Hauer & Feld LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their letter, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding negative assurances, the effectiveness of the Registration Statement and fair summary matters under Federal Securities law.

(vi) Akin Gump Strauss Hauer & Feld LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, with respect to federal “substantive consolidation” matters.

(vii) Richards, Layton & Finger, P.A., counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion,

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dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain limited liability company matters under Delaware law related to the Bond Issuers, the LLC Agreements and the LLC Act.

(viii) Akin Gump Strauss Hauer & Feld LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain federal tax matters.

(ix) Calfee, Halter & Griswold LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, with respect to the characterization of the transfer of the Phase-in-Recovery Property by each Sponsor to the applicable Bond Issuer as a “true sale” for Ohio law purposes.

(x) Akin Gump Strauss Hauer & Feld LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinions, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain federal constitutional matters.

(xi) Richards, Layton & Finger, P.A., counsel for the Certificate Trustee, shall have furnished to the Representatives their written opinions, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain matters relating to the Certificate Trustee and the Certificate Indenture.

(xii) Calfee, Halter & Griswold LLP, counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain Ohio constitutional matters and the Statutes.

(xiii) [Reserved].

(xiv) Calfee, Halter & Griswold LLP, counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding enforceability and certain Ohio mortgage, perfection and priority issues.

(xv) Akin Gump Strauss Hauer & Feld LLP, counsel for the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, with respect to federal “true sale” matters.

(xvi) Richards, Layton & Finger, P.A., counsel for the Issuing Entity, the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain statutory trust matters under Delaware law related to the Issuing Entity, the Certificates and certain of the Basic Documents.

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(xvii) Calfee, Halter & Griswold LLP, counsel to the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding certain Ohio tax matters.

(xviii) Calfee, Halter & Griswold LLP, counsel to the Bond Issuers and the Sponsors, shall have furnished to the Representatives their written opinion, dated the Closing Date, in form and substance reasonably acceptable to the Underwriters, regarding the Bonds, the Bond Indenture and certain additional corporate matters.

(b) AUP Letter. On or before the date of this Underwriting Agreement and on or before the Closing Date, a nationally recognized accounting firm reasonably acceptable to the Representatives shall have furnished to the Representatives one or more reports regarding certain calculations and computations relating to the Bonds and the Certificates, in form or substance reasonably satisfactory to the Representatives, in each case in respect of which the Representatives shall have made specific requests therefor and shall have provided acknowledgment or similar letters to such firm reasonably necessary in order for such firm to issue such reports.

(c) No Stop Orders. Subsequent to the execution and delivery of this Underwriting Agreement and prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall be in effect, no order of the Commission directed to the adequacy or accuracy of any document incorporated or deemed to be incorporated by reference in the Prospectus shall be in effect, and no proceedings for either purpose or pursuant to Section 8A of the Securities Act against the Issuing Entity or relating to the offering of the Certificates shall be pending before or threatened by the Commission.

(d) No Material Adverse Change. Subsequent to the execution and delivery of this Underwriting Agreement and prior to the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the General Disclosure Package and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the Applicable Time), any Bond Issuer Material Adverse Effect, Sponsor Material Adverse Effect or Issuing Entity Material Adverse Effect whether or not arising in the ordinary course of business.

(e) Officer’s Certificate. The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of each Bond Issuer and each Sponsor, to the effect set forth in Sections 7(c) and (d) above and to the effect that the representations and warranties of the Bond Issuers in Section 1(a), the representations and warranties of the Sponsors in Section 1(b), and the representations and warranties of the Sponsors and the Bond Issuers in Section 1(c) were true and correct in all material respects when made and are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, and that the Bond Issuers, Sponsors and the Issuing Entity have each complied in all material respects with all agreements and satisfied all

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conditions on its part to be performed or satisfied at or prior to the Closing Date. The executive officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

(f) Maintenance of Ratings. The Sponsors shall have delivered to the Underwriters a letter, dated on or about the Closing Date, from each of Moody’s, S&P and Fitch, or other evidence reasonably satisfactory to the Underwriters, confirming that the Certificates have been assigned the ratings set forth on the Issuer Free Writing Prospectus substantially in the form attached as Annex A to Schedule II hereof and filed with the Commission on the date hereof; and since the date of this Underwriting Agreement, there shall not have occurred any downgrading or withdrawal, nor shall any notice have been given of any intended or potential downgrading or withdrawal or of any surveillance or review for a possible change that either indicates a negative change or does not indicate the direction of the possible change, in the rating accorded any of the Issuing Entity’s securities by Moody’s, S&P or Fitch.

(g) Clearance and Settlement. At the Closing Date, the Certificates shall be eligible for clearance and settlement through the facilities of DTC.

(h) Additional Documents. At the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Certificates as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained.

(i) Termination of Underwriting Agreement. If any condition contemplated by this Section shall not have been fulfilled when and as required to be fulfilled, this Underwriting Agreement may be terminated by the Underwriters by notice to the Issuing Entity, the Bond Issuers and the Sponsors at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 and except that Sections 8, 9, 10, 16(a) and 16(b) shall survive any such termination and remain in full force and effect.

SECTION 8. Indemnification.

(a) Indemnification of Underwriters. The Bond Issuers, jointly and severally, and the Sponsors, severally (determined as set forth below), agree to indemnify and hold harmless each Underwriter, each of its directors and officers and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement at any time, any Statutory Prospectus at any time, the Prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or the Issuance Advice Letters, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each Underwriter and each such controlling person, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage or liability, except insofar as such losses, claims, damages or liabilities that are finally

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judicially determined to arise out of or be based upon any such untrue statement or omission or alleged untrue statement or omission are based upon information furnished in writing to the Bond Issuers and Sponsors by any Underwriter expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof, or are based upon statements or omissions from that part of the Registration Statement that constitutes the Statement of Eligibility on Form T-1 of the Bond Trustees and the Certificate Trustee. For the avoidance of doubt, to the extent indemnification from any Sponsor is sought under the foregoing provisions prior to a final determination of the relative fault of each of the Sponsors with respect to the associated liability, the several obligations of the Sponsors shall be initially allocated pro rata based on the proportion of the principal amount of Bonds issued by such Sponsor’s affiliated Bond Issuer to the total amount of Bonds issued by all of the Bond Issuers, with such initial allocation to be thereafter adjusted if and to the extent necessary to reflect any such final determination of the relative fault of each of the Sponsors. This indemnity agreement will be in addition to any liability which the Bond Issuers and the Sponsors may otherwise have.

(b) Indemnification of Company, Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Bond Issuers, the Sponsors and the Issuing Entity, their respective directors, its officers who sign the Registration Statement and any person controlling the Bond Issuers, the Sponsors and the Issuing Entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity and reimbursement obligation from the Bond Issuers and Sponsors to each Underwriter, but only with respect to untrue statements or alleged untrue statements or omissions or alleged omissions made in the Registration Statement, any Statutory Prospectus, the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Bond Issuers and the Sponsors by the Underwriters through the Representative expressly for use therein. The Bond Issuers and the Sponsors acknowledge that the statements set forth in the last paragraph of the cover page of the Prospectus regarding delivery of the Certificates and, under the caption “Underwriting,” (i) the concession and reallowance figures appearing in the third paragraph, (ii) the fourth paragraph, (iii) the seventh paragraph, and (iv) the third sentence in the eighth paragraph related to market making activities, in the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for use in the Registration Statement, any Statutory Prospectus, the Prospectus or any Issuer Free Writing Prospectus. This indemnity agreement will be in addition to any liability which the Underwriters may otherwise have.

(c) Actions Against Parties; Notification. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. The omission so to notify the indemnifying party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent such failure results in the loss by the indemnifying party of substantial rights and defenses and (ii) will not, in any event relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded upon advice of

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counsel that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party or (iii) the indemnifying party fails to assume the defense of such proceeding or to employ counsel reasonably satisfactory to the indemnified party. It is understood that, except as provided in the preceding sentence, the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) for all such indemnified parties. Such counsel shall be designated in writing by the Representatives in the case of parties indemnified pursuant to the second preceding paragraph, and by the Bond Issuers in the case of parties indemnified pursuant to the first preceding paragraph.

(d) Settlement. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

SECTION 9. Contribution. In the event that the indemnity provided for in Section 8 is held by a court to be unavailable, in whole or in part, to hold harmless an indemnified party for any reason, the Bond Issuers, the Sponsors and the Underwriters, severally and not jointly, agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively, the “Losses”) to which the Bond Issuers, the Sponsors and any of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Bond Issuers and the Sponsors on the one hand and by the Underwriters on the other hand from the offering of the Certificates. If the allocation provided by the immediately preceding sentence is held by a court to be unavailable for any reason, the Bond Issuers, the Sponsors and the Underwriters, severally and not jointly, agree to contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Bond Issuers and the Sponsors on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Bond Issuers and the Sponsors shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Bond Issuers and the Sponsors, and benefits received by the Underwriters shall be deemed to be equal to the discounts and commissions received by the Underwriters. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Bond Issuers and the Sponsors on the one hand or the Underwriters on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding the

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provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the total amount of discounts and commissions received by such Underwriter. The Bond Issuers, the Sponsors and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 9, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 9, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Bond Issuers and the Sponsors, each officer that signs the Registration Statement and each person, if any, who controls the Bond Issuers and the Sponsors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Bond Issuers and the Sponsors. The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the principal amount of Certificates set forth opposite their respective names in Schedule I hereto and not joint.

SECTION 10. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and indemnity and contribution agreements contained in this Underwriting Agreement or in certificates of the Issuing Entity submitted pursuant hereto shall remain operative and in full force and effect, regardless of any termination of this Underwriting Agreement, any investigation made by or on behalf of the Underwriters or controlling person, or by or on behalf of the Issuing Entity, and shall survive delivery of the Certificates to the Underwriters.

SECTION 11. Termination of Underwriting Agreement. The Underwriters may terminate this Underwriting Agreement by notice given by the Representatives to the Bond Issuers and the Sponsors, if after the effectiveness of this Underwriting Agreement and prior to delivery of and payment for the Certificates (i) trading generally shall have been suspended or materially limited on, or by, the New York Stock Exchange, (ii) trading of any securities of the Sponsors shall have been suspended on any exchange or in any over the counter market, (iii) any moratorium on commercial banking activities shall have been declared by federal or New York State authorities or any material disruption in commercial banking, securities settlement, payment or clearance services in the United States shall have occurred, or (iv) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets, any declaration of war by Congress, or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (iv), makes it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Certificates on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. Sections 8, 9, 10, 16(a) and 16(b) shall survive any termination under this Section 11 and remain in full force and effect.

SECTION 12. Representations, Warranties and Covenants of the Underwriters. The Underwriters, severally and not jointly, represent, warrant and agree with the Bond Issuers and

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the Sponsors that, unless the Underwriters obtained, or will obtain, the prior written consent of each of the Bond Issuers or each of the Sponsors, the Representatives (x) have not delivered, and will not deliver, any Rating Information (as defined below) to any Rating Agency until and unless the Sponsors advise the Underwriters that such Rating Information is posted to the Bond Issuers’ website maintained by the Sponsors pursuant to paragraph (a)(3)(iii)(B) of Rule 17g-5 under the Exchange Act in the same form as it will be provided to such Rating Agency, and (y) have not participated, and will not participate, with any Rating Agency in any oral communication of any Rating Information without the participation of a representative of the Sponsors. For purposes of this Section 12, “Rating Information” means any information provided to a Rating Agency for the purpose of determining an initial credit rating on the Bonds.

SECTION 13. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Date to purchase the Certificates which it or they are obligated to purchase under this Underwriting Agreement (the “Defaulted Certificates”), the Underwriters shall have the right, but not the obligation, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters, to purchase all, but not less than all, of the Defaulted Certificates in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Underwriters shall not have completed such arrangements within such 36-hour period, then:

(a) if the number of Defaulted Certificates does not exceed 10% of the aggregate principal amount of the Certificates, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective obligations to purchase hereunder bear to the obligations of all non-defaulting Underwriters, or

(b) if the number of Defaulted Certificates exceeds 10% of the aggregate principal amount of the Certificates, this Underwriting Agreement shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section 13 shall relieve any defaulting Underwriter from liability in respect of its default under this Underwriting Agreement.

In the event of any such default which does not result in a termination of this Underwriting Agreement, either the Underwriters or the Bond Issuers shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangements.

SECTION 14. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to Citigroup Global Markets Inc., 388 Greenwich St., New York, NY 10013, Attention: General Counsel, Facsimile (212) 816-7912; Goldman, Sachs & Co., 200 West Street, New York, NY 10282, Attention: Prospectus Department, Facsimile (212) 902-9316; Credit Agricole Securities (USA) Inc., 1301 Avenue of the Americas, New York, NY 10019, Attention: Securitization, Facsimile (917) 849-5427; notices to the Issuing Entity, the Bond Issuers and the Sponsors shall be directed to them at 76 South Main Street, Akron, Ohio 44308, Attention: Treasurer, Facsimile: (330) 384-3772.

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SECTION 15. Parties. This Underwriting Agreement shall inure to the benefit of and be binding upon the Underwriters, the Issuing Entity, the Bond Issuers, the Sponsors and their respective successors. Nothing expressed or mentioned in this Underwriting Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Issuing Entity and their respective successors and the controlling persons and officers and directors referred to in Sections 8 and 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Underwriting Agreement or any provision herein contained. This Underwriting Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Issuing Entity, the Bond Issuers, the Sponsors and their respective successors, and said controlling persons, officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Certificates from the Underwriters shall be deemed to be a successor by reason merely of such purchase.

SECTION 16. Absence of Fiduciary Relationship. The Bond Issuers and the Sponsors acknowledge and agree that:

(a) the Representatives have been retained solely to act as underwriters in connection with the sale of Certificates and that no fiduciary, advisory or agency relationship between the Issuing Entity, the Bond Issuers, the Sponsors and the Representatives have been created in respect of any of the transactions contemplated by this Underwriting Agreement, irrespective of whether the Representatives have advised or are advising the Sponsors on other matters;

(b) the price of the Certificates set forth in the final term sheet attached as Annex A to Schedule II hereto was established by the Bond Issuers and the Sponsors following discussions and arms-length negotiations with the Representatives and the Bond Issuers and the Sponsors are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Underwriting Agreement;

(c) the Bond Issuers and the Sponsors have been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Bond Issuers and the Sponsors and that the Representatives have no obligation to disclose such interests and transactions to the Bond Issuers or the Sponsors by virtue of any fiduciary, advisory or agency relationship; and

(d) the Issuing Entity, the Bond Issuers and the Sponsors waive, to the fullest extent permitted by law, any claims it may have against the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Issuing Entity, the Bond Issuers or the Sponsors in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Issuing Entity, the Bond Issuers and the Sponsors including stockholders, employees or creditors of the Issuing Entity, the Bond Issuers and the Sponsors.

SECTION 17. Miscellaneous.

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(a) GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

The Issuing Entity, the Bond Issuers, the Sponsors and the Underwriters hereby submit to the exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

(b) Waiver of Jury Trial. The Issuing Entity, the Bond Issuers, the Sponsors and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Underwriting Agreement or the transactions contemplated hereby.

(c) Counterparts. This Underwriting Agreement may be executed in any number of separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together, shall constitute but one and the same agreement.

(d) Successors. This Underwriting Agreement shall inure to the benefit of and be binding upon, each of the Issuing Entity, the Bond Issuers, the Sponsors, the several Underwriters, and their respective successors and the officers and directors and controlling persons referred to in Sections 8 and 9 hereof. The term “successor” as used in this Section shall not include any purchaser, as such, of any Certificates from the Underwriters.

(e) Integration. This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuing Entity, the Bond Issuers, the Sponsors and the Underwriters, or any of them, with respect to the subject matter hereof.

(f) Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.

(g) No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Underwriting Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Delaware Trustee of the Issuing Entity, in the exercise of the powers and authority conferred and vested in it pursuant to the Declaration of Trust, (b) each of the representations, undertakings and agreements herein made on the part of the Issuing Entity is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Issuing Entity, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity under this Underwriting Agreement or any other related documents.

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If the foregoing is in accordance with your understanding of our agreement, please sign counterparts hereof.

		Very truly yours,
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY		CEI FUNDING LLC
By:	/s/ Steven R. Staub	By:	/s/ Steven R. Staub
	Name: Steven R. Staub Title: Vice President and Treasurer		Name: Steven R. Staub Title: Vice President and Treasurer
OHIO EDISON COMPANY		OE FUNDING LLC
By:	/s/ Steven R. Staub	By:	/s/ Steven R. Staub
	Name: Steven R. Staub Title: Vice President and Treasurer		Name: Steven R. Staub Title: Vice President and Treasurer
THE TOLEDO EDISON COMPANY		TE FUNDING LLC
By:	/s/ Steven R. Staub	By:	/s/ Steven R. Staub
	Name: Steven R. Staub Title: Vice President and Treasurer		Name: Steven R. Staub Title: Vice President and Treasurer
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
By: U.S. Bank Trust National Association, not in its individual capacity but solely as Delaware Trustee
By:	/s/ Melissa Rosal
	Name: Melissa Rosal Title: Vice President

Signature Page to Underwriting Agreement

CONFIRMED AND ACCEPTED, as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Kosta Kavrantzoulis
	Name: Kosta Kavrantzoulis Title: Director
CREDIT AGRICOLE SECURITIES (USA) INC.
By:	/s/ Leo Burrell
	Name: Leo Burrell Title: Managing Director
GOLDMAN, SACHS & CO.
By:	/s/ Michael J. Millette
	Name: Michael J. Millette Title: Managing Director

Acting as representatives of the several Underwriters named in Schedule I.

Signature Page to Underwriting Agreement

Schedule I

Underwriters	Principal Amount of Tranche A-1 Certificates	Principal Amount of Tranche A-2 Certificates	Principal Amount of Tranche A-3 Certificates
Citigroup Global Markets Inc.	$33,591,300	$21,140,400	$78,744,900
Goldman Sachs & Co.	$33,591,300	$21,140,400	$78,744,900
Credit Agricole Securities (USA) Inc.	$27,992,750	$17,617,000	$65,620,750
Barclays Capital Inc.	$5,598,550	$3,523,400	$13,124,150
Merrill Lynch, Pierce, Fenner & Smith Incorporated	$5,598,550	$3,523,400	$13,124,150
RBS Securities Inc.	$5,598,550	$3,523,400	$13,124,150
Total	$111,971,000	$70,468,000	$262,483,000

Sch I

Schedule II

Schedule of Issuer Free Writing Prospectuses

A. Issuer free writing prospectuses not required to be filed with the Commission:

• Electronic Road Show

B. Issuer free writing prospectuses required to be filed with the Commission:

• Preliminary term sheet, as filed with the Securities and Exchange Commission on June 10, 2013

• Final pricing term sheet, as filed with the Securities and Exchange Commission on June 12, 2013

Sch. II

EX-3.1

EXHIBIT 3.1

Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

CEI FUNDING LLC

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 June 20, 2013 by The Cleveland Electric Illuminating Company, an Ohio corporation, as the sole equity member of the Company (the “Sole Member”) and Michelle A. Dreyer, as the Springing Member (as defined herein).

WHEREAS, the Sole Member has caused to be filed a Certificate of Formation of the Company with the Secretary of State of Delaware (the “Secretary of State”) to form the Company under and pursuant to the Act (as herein defined) and has entered into a Limited Liability Company Agreement of the Company, dated as of March 28, 2013 (the “Original LLC Agreement”); and

WHEREAS, in accordance with the Act, the Sole Member desires to enter into this Agreement to amend and restate in its entirety the Original LLC Agreement and to set forth the rights, powers and interests of the Sole Member with respect to the Company and its Membership Interest therein and to provide for the management of the business and operations of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Sole Member and the Springing Member, intending to be legally bound, hereby agree to amend and restate in its entirety the Original LLC Agreement as follows:

ARTICLE I. DEFINITIONS

1.1. Definitions. Unless defined below, capitalized terms used herein shall have the meanings assigned to them in the Bond Indenture.

“Act” means the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, § 18-101 et seq., as the same may hereafter be amended from time to time.

“Administration Agreement” means the Administration Agreement to be entered into by the Sole Member, as Administrator, and the Company, as the same may be amended and supplemented from time to time.

“Affiliate” means, when used with reference to a specific Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such specific Person.

“Agreement” means this Amended and Restated Limited Liability Company Agreement of the Company, as amended, modified, supplemented or restated from time to time in accordance with the terms hereof.

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (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, or (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) 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, the proceeding has not been dismissed, or 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 Act.

“Basic Documents” means, collectively, the Bond Indenture, the Certificate Indenture, the Declaration of Trust, the Purchase and Sale Agreement, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Fee and Indemnity Agreement, the Cross-Indemnity Agreement and the Underwriting Agreement.

“Bond Indenture” means that certain Bond Indenture to be entered into by the Company, as Bond Issuer, and a bond trustee, as from time to time supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof, as so supplemented or amended, or both, and including the forms and terms of the Bonds established thereunder.

“Bond Purchase Agreement” means the Bond Purchase Agreement to be entered into by the Company and the trust created under the Declaration of Trust, as the same may be amended and supplemented from time to time.

“Bond Trustee” has the meaning assigned to such term in the Bond Indenture.

“Bonds” means the phase-in-recovery bonds of the Company issued pursuant to the Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Chicago, Illinois, St. Paul, Minnesota, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Capital Contribution” means, with respect to the Sole Member, the amount of cash and the value of any property contributed to the Company.

“Certificate” means the Certificate of Formation of the Company filed with the Secretary of State on October 31, 2012 as described in Section 2.1 and as amended, modified, supplemented, or restated from time to time.

“Certificate Indenture” means the Certificate Indenture to be entered into by the Trust, as Certificate Issuer, the Delaware trustee and a certificate trustee, as the same may be amended, supplemented or modified from time to time.

“Company” has the meaning assigned to such term in the preamble hereto.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities or general partnership or manager interests, by contract or otherwise. “Controls” and “Controlled” shall have correlative meanings. 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.

“Covered Person” has the meaning assigned to such term in Section 10.1(a).

“Cross-Indemnity Agreement” means the Cross-Indemnity Agreement to be entered into with the Company, OE Funding LLC and TE Funding LLC, as the same may be amended, supplemented or modified from time to time.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013 among the Company, OE Funding LLC, TE Funding LLC and a Delaware trustee, as the same may be amended and supplemented from time to time.

“Director” means a member of the Management Committee.

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“Event of Bankruptcy” means, with respect to any Person, that such Person shall (i) institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or a substantial part of its property, (v) make a general assignment for the benefit of creditors or (vi) admit in writing its inability to pay its debts generally as they become due.

“Fee and Indemnity Agreement” means the Fee and Indemnity Agreement to be entered into by the Company, OE Funding LLC, TE Funding LLC, the Trust, a certificate trustee and a Delaware trustee, as the same may be amended and supplemented from time to time.

“Financing Order” has the meaning given to such term in the Servicing Agreement.

“FirstEnergy” means FirstEnergy Corp., an Ohio corporation.

“FirstEnergy Affiliated Group” means the Sole Member, FirstEnergy and any Affiliate of the Sole Member or FirstEnergy (other than the Company).

“GAAP” means generally accepted accounting principles in effect in the United States from time to time.

“Independent Director” means an individual who (1) has prior experience as an independent director, independent manager or independent member, (2) is employed by a nationally-recognized company that provides professional Independent Directors and other corporate services in the ordinary course of its business, (3) is duly appointed as an Independent Director and (4) is not and has not been for at least five years from the date of his, her or its appointment, and will not while serving as Independent Director, be any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of the Company or any of its equityholders or Affiliates (other than as an independent director, independent manager or special member of the Company or an Affiliate of the Company that is not in the direct chain of ownership of the Company and that is required by a creditor to be a single purpose bankruptcy remote entity); provided, that the indirect or beneficial ownership of stock of the Sole Member or its Affiliates through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Director;

(ii) a creditor, supplier or service provider (including provider of professional services) to the Company, the Sole Member or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to the Company, the Sole Member or any of its Affiliates in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(iv) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the independent manager or independent director of a “special purpose entity” affiliated with the Company shall be qualified to serve as an Independent Director of the Company, provided that the fees that such individual earns from serving as an independent manager or independent director of Affiliates of the Company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the “Special Purpose Provisions” (defined below) of this Agreement.

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“Management Agreement” means the agreement of the members of the Management Committee in the form attached hereto as Exhibit B. Each Director shall execute and deliver the Management Agreement. The Management Agreement shall be deemed incorporated into, and part of, this Agreement.

“Management Committee” means a committee composed of at least three and no more than five Directors, at least two of whom at all times upon and after the acquisition by the Company of Phase-In-Recovery Property must qualify as Independent Directors. At all times after the acquisition by the Company of Phase-In-Recovery Property, the Company shall be without authority to take the actions specified herein as requiring the vote or consent of the Management Committee absent the currently effective appointment of at least two Independent Directors to the Management Committee.

“Membership Interest” means the limited liability company interest of the Sole Member in the Company.

“Officer” shall mean an officer of the Company as appointed and serving in accordance with Section 6.6.

“Outstanding” has the meaning assigned to such term in the Bond Indenture.

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

“Phase-In-Recovery Property” has the meaning assigned to such term in the Bond Indenture.

“Phase-In-Recovery Property Collateral” has the meaning assigned to the term “Collateral” in the Bond Indenture.

“Purchase and Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement to be entered into by the Company and the Sole Member, as the same may be amended, supplemented or modified from time to time.

“Rating Agency” has the meaning assigned to such term in the Bond Indenture.

“Secretary of State” has the meaning assigned to such term in the first recital of this Agreement.

“Servicing Agreement” means that certain Phase-In-Recovery Property Servicing Agreement to be entered into by the Sole Member, as Servicer, and the Company, as Bond Issuer, as the same may be amended, supplemented or modified from time to time.

“Sole Member” shall mean The Cleveland Electric Illuminating Company, as the initial member of the Company, and includes any Person admitted as a member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Sole Member” shall not include the Special Member or the Springing Member.

“Special Member” means upon such Person’s admission to the Company as a member of the Company pursuant to Section 2.10, a Person acting as the Springing Member, 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 this Agreement.

“Springing Member” means a Person who is not a member of the Company but who has signed this Agreement in order that, upon the conditions described in Section 2.10, such Person can become the Special Member without any delay in order that at all times the Company shall have at least one member.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

“Trust” means the FirstEnergy Ohio PIRB Special Purpose Trust 2013.

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“Underwriting Agreement” means the Underwriting Agreement entered into by the Company, the Trust, the Sole Member, Ohio Edison Company, The Toledo Edison Company, OE Funding LLC, TE Funding LLC and the underwriters named therein.

ARTICLE II. FORMATION AND BUSINESS OF THE COMPANY

2.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of the Certificate with the Secretary of State by Edward J. Udovich, as an “authorized person” under the Act. Upon the filing of the Certificate with the Secretary of State, another certificate to qualify the Company to do business in the State of Ohio, and an application for a Federal Tax Identification Number, his and her powers as an “authorized person” ceased, and each Officer, acting singly, thereupon became and shall continue as a designated “authorized person” of the Company. An Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. To the extent that the rights or obligations of the Sole Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. The Sole Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

2.2 Name. The name of the Company shall be “CEI Funding LLC”. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Sole Member deems appropriate or advisable.

2.3 Principal Office. The location of the principal place of business of the Company shall be at such location as shall be provided from time to time by the Administrator under the Administration Agreement.

2.4 Registered Agent and Registered Office. The registered agent of the Company shall be the initial registered agent named in the Certificate or such other Person or Persons as the Sole Member may designate from time to time in the manner provided by the Act. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the initial registered office named in the Certificate or such other office (which need not be a place of business of the Company) as the Sole Member may designate from time to time in the manner provided by the Act.

2.5 Purpose. The Company is intended to qualify as an “assignee” as defined in Section 4928.23(B) of the Statute. The purposes for which the Company is formed are limited to the following activities:

(a) acquire, own, hold, administer, service or enter into agreements regarding the receipt and servicing of the Phase-In-Recovery Property and the other Phase-In-Recovery Property Collateral, along with certain other related assets;

(b) manage, sell, assign, pledge, collect amounts due on or otherwise deal with the Phase-In-Recovery Property and the other Phase-In-Recovery Property Collateral and related assets to be so acquired in accordance with the terms of the Basic Documents;

(c) negotiate, authorize, execute, deliver, assume the obligations under, and perform its duties under, the Basic Documents and any other agreement or instrument or document relating to the activities set forth in clauses (a) and (b) above; provided, that each party to any such agreement under which material obligations are imposed upon the Company shall covenant that it shall not, prior to the date which is one year and one day after the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Bond Indenture, acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company;

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(d) file with the SEC one or more registration statements, including any pre-effective or post-effective amendments thereto and any registration statement filed pursuant to Rule 462(b) under the Securities Act (including any prospectus supplement, prospectus and exhibits contained therein) and file such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents necessary or desirable to register the Bonds and Certificates under the securities or “Blue Sky” laws of various jurisdictions;

(e) authorize, execute, deliver, issue and register the Bonds;

(f) make payments on the Bonds;

(g) pledge its interest in the Phase-In-Recovery Property and other Phase-In-Recovery Property Collateral to the Bond Trustee under the Bond Indenture in order to secure the Bonds; and

(h) engage in any lawful act or activity and exercise any powers permitted to limited liability companies formed under the laws of the State of Delaware that, in either case, are incidental to, or necessary, suitable or convenient for, the accomplishment of the above-mentioned purposes.

The Company shall engage only in any activities related to the foregoing purposes or required or authorized by the terms of the Basic Documents or other agreements referenced above. The Company shall have all powers reasonably incidental, necessary, suitable or convenient to effect the foregoing purposes, including all powers granted under the Act. The Company, the Sole Member and any Officer or Director (other than an Independent Director), acting singly or collectively, on behalf of the Company, may enter into and perform the Basic Documents and all registration statements, documents, agreements, certificates or financing statements contemplated thereby or related thereto, and execute, deliver and perform the Bonds, all of the foregoing without any further act, vote or approval of any Member, the Management Committee, any Officer or Director or other Person, notwithstanding any other provision of this Agreement, the Act, or other applicable law, rule or regulation. The authorization set forth in the preceding sentence shall not be deemed a restriction on the power and authority of the Sole Member or any Officer or Director to enter into other agreements or documents on behalf of the Company, to the extent authorized pursuant hereto and the Act.

2.6 Separate Existence. Except for financial reporting purposes (to the extent required by GAAP) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Sole Member and the Management Committee shall take all steps necessary to continue the identity of the Company as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Sole Member, Affiliates of the Sole Member or any other Person, and that, the Company is not a division of any of the Affiliates of the Company or any other Person. In that regard, and without limiting the foregoing in any manner, the Company shall:

(a) maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and 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 Agreement and each other instrument or agreement necessary or appropriate to the proper administration hereof and to permit and effectuate the undertakings contemplated hereby;

(b) hold itself out to the public and all third Persons as a legal entity separate from the Sole Member and any other Person at all times, and correct any known misunderstandings regarding its separate identity;

(c) maintain a separate telephone number;

(d) maintain its own deposit and securities accounts separate from those of any Affiliate or other Person, and as to which no Affiliate has access;

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(e) maintain an arm’s length relationship with Affiliates, including each member of the FirstEnergy Affiliated Group and conduct all transactions with Affiliates on an arm’s length basis;

(f) not hire or maintain any employees, but shall compensate (either directly or through reimbursement of the Company’s allocable share of any shared expenses) all consultants, agents and Affiliates, to the extent applicable, for services provided to the Company by such consultants, agents or Affiliates, in each case, from the Company’s own funds;

(g) pay its own liabilities out of its own funds, including fees and expenses of the administrator pursuant to the Administration Agreement and the servicer pursuant to any Servicing Agreement, and ensure that, to the extent that it jointly contracts with the Sole Member or any other Affiliate to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly and reasonably among such entities, and each such entity shall bear its fair share of such costs;

(h) maintain a principal executive and administrative office through which its business is conducted separate from those of the Sole Member, any member of the FirstEnergy Affiliated Group or any other Affiliate. To the extent that the Company and the Sole Member or any other Affiliate have offices in contiguous space, the Company’s office space shall be separate and clearly delineated from the office space of any such Affiliate and there shall be fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

(i) observe all necessary, appropriate and customary formalities, including holding all regular and special meetings, including meetings of the Management Committee, appropriate to authorize all action on behalf of the Company, keeping all resolutions or consents necessary to authorize actions taken or to be taken (including, all resolutions, records, agreements or instruments underlying or regarding the transactions contemplated by the Basic Documents or otherwise), and maintaining accurate and separate books, records (financial or other), accounts and minutes (of actions of Members and Directors), including payroll and intercompany transaction accounts;

(j) maintain financial statements separate from those of its Affiliates or any other Person, prepared and maintained in accordance with GAAP and audited annually by an independent accounting firm which shall provide such audit to the Bond Trustee under the Bond Indenture;

(k) cause to have prepared and filed its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(l) at all times vest the management of the Company in the Management Committee and, from and after the entry into the Purchase and Sale Agreement and the acquisition of the Phase-In-Recovery Property, ensure that its Management Committee shall at all times include at least two Independent Directors;

(m) refrain from commingling its assets with those of the Sole Member or any member of the FirstEnergy Affiliated Group, except as permitted hereunder or under any of the Basic Documents, and maintain its assets in such a manner that is not costly or difficult to segregate or determine its assets from those of any other Person including any Affiliate;

(n) refrain from making any loan or advance to, pledging assets for the benefit of, or acquiring any obligations or securities of any Person, including the Sole Member, except as permitted hereunder or under any of the Basic Documents;

(o) conduct business solely in its own name through the Company’s Directors, Officers and agents, and no Affiliate shall be appointed to act as agent of the Company, except as expressly contemplated by the Basic Documents; and not permit any Affiliate to acquire obligations of, or make loans or advances to, the Company except as permitted under the Basic Documents;

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(p) not guarantee, become obligated for or pay the debts of any Affiliate, including any member of the FirstEnergy Affiliated Group, or hold the credit of the Company out as being available to satisfy the obligations of any Affiliate or any other Person (or, except as contemplated in the Basic Documents, indemnify any Person for losses resulting therefrom), or, except as contemplated in the Basic Documents, permit the Sole Member or any other Affiliate to become liable for, guarantee or pay the debts of the Company or permit any such Person to hold out its creditworthiness as being available to pay the liabilities or expenses of the Company or indemnify any Person for losses resulting therefrom, or hold the Company out as responsible for the debts of any Affiliate or other Person or for the decisions or actions with respect to the business and affairs of any Affiliate, or seek or obtain credit or incur any obligation to any third Party based upon the creditworthiness or assets of any Affiliate or any other Person (i.e. other than based on the assets of the Company) or allow any Affiliate to do such things based on the credit of the Company;

(q) maintain adequate capitalization to conduct its business and affairs considering the Company’s size and the nature of its business and intended purposes and, after giving effect to the transactions contemplated by the Basic Documents, refrain from engaging in a business for which its remaining property represents an unreasonably small capital;

(r) not make or declare any distributions of cash or property to the Member except in accordance with appropriate limited liability company formalities and only consistent with sound business judgment to the extent that it is permitted pursuant to the Basic Documents and not violative of any applicable law;

(s) otherwise practice and adhere to all limited liability company procedures and formalities to the extent required by this Agreement or all other appropriate constituent documents;

(t) cause (i) all written and oral communications, including letters, invoices, purchase orders, and contracts, of the Company to be made solely in the name of the Company, (ii) the Company to have its own tax identification number (to the extent not inconsistent with applicable federal tax law), stationery, checks and business forms, separate from those of any Affiliate, (iii) all Affiliates not to use the stationery or business forms of the Company, and cause the Company not to use the stationery or business forms of any Affiliate, and (iv) all Affiliates not to conduct business in the name of the Company, and cause the Company not to conduct business in the name of any Affiliate;

(u) direct creditors of the Company to send invoices and other statements of account of the Company directly to the Company and not to any Affiliate and cause all Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to the Company;

(v) treat and cause the Sole Member to treat the transfer of Phase-In-Recovery Property from the Sole Member to the Company as a sale under the Statute;

(w) except as described herein with respect to tax purposes and financial reporting, describe and cause each Affiliate to describe the Company, and hold the Company out as a separate legal entity and not as a division or department of any Affiliate, and promptly correct any known misunderstanding regarding the Company’s identity separate from any Affiliate or any other Person;

(x) so long as any of the Bonds are Outstanding, treat the Bonds as debt for all purposes and specifically as debt of the Company, other than for financial reporting, state or federal regulatory or tax purposes;

(y) solely for purposes of federal 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, treat the Bonds as indebtedness of the Sole Member secured by the Phase-In-Recovery Property Collateral unless otherwise required by appropriate taxing authorities;

(z) comply with all laws applicable to the transactions contemplated by this Agreement and the Basic Documents;

(aa) disclose, and cause the Sole Member to disclose, in its financial statements the effects of all transactions between the Sole Member and the Company in accordance with GAAP, and in a manner which makes it

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clear that (i) the Company is a separate legal entity, (ii) the assets of the Company (including the Phase-In-Recovery Property transferred to the Company pursuant to the Sale Agreement) are not assets of any Affiliate and are not available to pay creditors of any Affiliate and (iii) neither the Sole Member nor any other Affiliate is liable or responsible for the debts of the Company; and

(bb) comply with all restrictions on its business and operations as set forth in Sections 2.5 and 2.7.

Failure of the Company, or the Sole Member or Management Committee on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Sole Member or the Directors.

2.7 Limitation on Certain Activities. Notwithstanding any other provisions of this Agreement, the Company, and the Sole Member or Management Committee on behalf of the Company, shall not:

(a) engage in any business or activity other than as set forth in Article II hereof;

(b) without the affirmative vote of the Sole Member and the affirmative vote of all of the Directors, including each Independent Director, initiate any Event of Bankruptcy with respect to the Company or take any company action in furtherance of any such Event of Bankruptcy; provided, however, that the Directors may not vote on, or authorize the taking of, any Event of Bankruptcy, unless there are at least two Independent Directors then serving in such capacity;

(c) without the affirmative vote of all Directors, including each Independent Director and then only to the extent permitted by the Basic Documents, convert, merge or consolidate with any other Person or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other Person;

(d) form, cause to be formed, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other), other than the Trust;

(e) incur any indebtedness (other than the indebtedness incurred under the Basic Documents), assume or guarantee any indebtedness of any other Person or pledge its assets for the benefit of any other Person (other than a pledge of assets contemplated by the Basic Documents);

(f) issue any bonds other than the Bonds contemplated by the Basic Documents;

(g) take any action, file any tax return, or make any election inconsistent with the treatment of the Company, for purposes of federal income taxes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, as a disregarded entity that is not separate from the Sole Member; or

(h) to the fullest extent permitted by law, without the affirmative vote of the Sole Member and the affirmative vote of all Directors, including each Independent Director, execute any dissolution, liquidation, or winding up of the Company.

So long as any of the Bonds are Outstanding, the Company and the Sole Member shall give written notice to each applicable Rating Agency of any action described in clauses (b), (c) or (h) of this Section 2.7 which is taken by or on behalf of the Company with the required affirmative vote of the Sole Member and all Directors as therein described.

2.8 No State Law Partnership. No provisions of this Agreement (including the provisions of Article VI) shall be deemed or construed to constitute a partnership (including a limited partnership) or joint venture, or the Sole Member a partner or joint venturer of or with any Director or the Company, for any purposes.

2.9 Address of the Sole Member. The address of the Sole Member is set forth on Exhibit A, as amended from time to time, attached hereto and made a part hereof.

2.10 Special Member.

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(a) Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the prior admission of the transferee pursuant to Article VIII) (a “Member Cessation Event”), the Springing Member shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Sole Member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, the Springing Member shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, the Springing Member shall not be a member of the Company.

(b) In the event of a vacancy in the position of Springing Member, the Sole Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

ARTICLE III. TERM

3.1 Commencement. The Company’s term commenced upon the filing of the Certificate with the Secretary of State on October 31, 2012. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act.

3.2 Continuation. Notwithstanding any provision of this Agreement, a Bankruptcy of the Sole Member or the Special Member will not cause the Sole Member or the Special Member to cease to be a member of the Company, and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, the Sole Member and the Special Member waive any right either might have to agree in writing to dissolve the Company upon the occurrence of a Bankruptcy of the Sole Member or the Special Member or the occurrence of any other event which under the Act would otherwise cause the Sole Member or the Special Member to cease to be a member of the Company.

ARTICLE IV. CAPITAL CONTRIBUTIONS

4.1 Initial Capital. The initial capital of the Company shall be the sum of cash contributed to the Company by the Sole Member (the “Capital Contribution”) in the amount set out opposite the name of the Member on Schedule A hereto, as amended from time to time and incorporated herein by this reference.

4.2 Additional Capital Contribution. The assets of the Company are expected to generate a return sufficient to satisfy all obligations of the Company under this Agreement and the Basic Documents and any other obligations of the Company. It is expected that no capital contributions to the Company will be necessary after the purchase of the Phase-In-Recovery Property. On or prior to the date of issuance of the Bonds, the Sole Member shall make an additional contribution to the Company in an amount equal to at least 0.50% of the initial principal amount of the Bonds or such greater amount as agreed to by the Sole Member in connection with the issuance by the Company of the Bonds, which amount the Company shall deposit into the Capital Subaccount (as defined in the Bond Indenture) established by the Bond Trustee as provided under Section 8.02(a) of the Bond Indenture. Except to the extent set forth in the preceding sentence, and notwithstanding any other provision of this Agreement, the Sole Member is not required to make any additional capital contributions to the Company. No capital contribution by the Sole Member to the Company will be made for the purpose of mitigating losses on Phase-In-Recovery Property that has previously

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been transferred to the Company, and all capital contributions shall be made in accordance with all applicable limited liability company procedures and requirements, including proper record keeping by the Sole Member and the Company. Each capital contribution will be acknowledged by a written receipt signed by any one of the Directors. The Directors acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, such additional contribution will be managed by an investment manager selected by the Bond Trustee who shall invest such amounts only in Eligible Investments (as defined in the Bond Indenture), and all income earned thereon shall be allocated or paid by the Bond Trustee in accordance with the provisions of the Bond Indenture. The amounts so contributed by the Sole Member shall be credited to the Sole Member’s capital account, as provided in Section 4.3 below. The Sole Member shall have a Membership Interest of 100% of the Company.

4.3 Capital Account. The Company shall establish and maintain an individual Capital Account for the Sole Member (the “Capital Account”).

4.4 Interest on and Return of Capital Account. The Sole Member shall be entitled to interest on its Capital Contribution and to receive the return of its Capital Contribution to the extent permitted by, and in accordance with the terms of, the Bond Indenture and any other applicable Basic Documents. Without limiting the intent and scope of the preceding sentence, pursuant to Section 8.02(e) of the Bond Indenture and subject to the priority of payments thereof and availability of funds, the Sole Member is entitled to receive, as a return on capital, an annual amount equal to 6.85% of 0.50% of the initial principal amount of the Bonds. Except as provided in the applicable Basic Documents, no interest shall be paid or credited to the Sole Member on its Capital Account or upon any undistributed profits left on deposit with the Company. Except as provided herein and in the applicable Basic Documents or by law, the Sole Member shall have no right to demand or receive the return of its Capital Contribution.

ARTICLE V. ALLOCATIONS; BOOKS

5.1 Allocations of Income and Loss.

(a) Book Allocations. The net income and net loss of the Company shall be allocated entirely to the Capital Account of the Sole Member.

(b) Tax Allocations. Because the Company is not making (and will not make) an election to be treated as an association taxable as a corporation under Section 301.7701-3(a) of the U.S. Treasury Regulations, and because the Company is a business entity that has a single owner and is not a corporation, it shall be disregarded as an entity separate from its owner for federal income tax purposes under Section 301.7701-3(b)(1) of the U.S. Treasury Regulations. Accordingly, all items of income, gain, loss, deduction and credit of the Company for all taxable periods will be treated for federal income tax purposes, and for state and local income and other tax purposes to the extent permitted by applicable law, as realized or incurred directly by the Sole Member. To the extent not so permitted, all items of income, gain, loss, deduction and credit of the Company shall be allocated entirely to the Sole Member as permitted by applicable tax law, and the Sole Member shall pay (or indemnify the Company, the Bond Trustee and each of their officers, managers, employees or agents for, and defend and hold harmless each such Person from and against its payment of) any taxes levied or assessed upon all or any part of the Company’s property or assets based on existing law as of the date hereof, including any sales, gross receipts, general corporation, personal property, privilege, franchise or license taxes (but excluding any taxes imposed as a result of a failure of such Person to properly withhold or remit taxes imposed with respect to payments on any Bond). The Bond Trustee (on behalf of the secured parties provided in the Granting Clause of the Bond Indenture) shall be a third party beneficiary of the Sole Member’s obligations set forth in this Section 5.1(b), it being understood that Bondholders shall be entitled to enforce their rights against the Sole Member under this Section 5.1(b) solely through a cause of action brought for their benefit by the Bond Trustee.

(c) Company to be Disregarded for Tax Purposes. The Company shall comply with the applicable provisions of the Code and the applicable U.S. Treasury Regulations thereunder in the manner necessary to effect the intention of the parties that the Company be treated, for federal income tax purposes, as a disregarded entity that is not separate from the Sole Member pursuant to U.S. Treasury Regulations Section 301.7701-1 et seq. and that the Company be accorded such treatment until its dissolution and termination pursuant to Article VII hereof and shall take all actions, and shall refrain from taking any action, required by the Code or U.S. Treasury Regulations thereunder in order to maintain such status of the Company. In addition, for federal income tax purposes, the Company

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may not claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Phase-In-Recovery Property Collateral.

5.1 Books of Account. At all times during the continuance of the Company, the Company shall maintain or cause to be maintained full, true, complete and correct books of account in accordance with GAAP, using the fiscal year and taxable year of the Sole Member. In addition, the Company shall keep all records required to be kept pursuant to the Act.

5.2 Distributions. To the extent permitted under the Bond Indenture and subject to the terms thereof, the Company may make distributions to the Sole Member from time to time upon the unanimous vote of the Management Committee. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Sole Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law or any of the Basic Documents.

5.3 Access to Accounting Records. All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business, and the Sole Member and its duly authorized representative shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times.

5.4 Annual Tax Information. The Directors shall cause the Company to deliver to the Sole Member all information necessary for the preparation of the Sole Member’s federal income tax return.

ARTICLE VI. MANAGEMENT OF THE COMPANY

6.1 Management of Company. Except as otherwise provided in this Agreement, the property and business of the Company shall be controlled and managed by the Management Committee provided, however, that except as otherwise provided in this Agreement, the Officers acting alone can bind or execute any instrument on behalf of the Company, and may sign all checks, drafts, and other instruments obligating the Company to pay money. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement, a Director may not bind the Company. The initial directors shall be those individuals listed on Schedule 6.1 from time to time attached hereto. The Sole Member may revise Schedule 6.1 in its sole discretion at any time. Prior to the entry into any Sale Agreement and the acquisition of any Phase-In-Recovery Property, the Sole Member shall appoint two Independent Directors. In the event that an Independent Director resigns or is removed as Independent Director, the Sole Member shall appoint, as soon as reasonably practicable, a successor Independent Director. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, and (ii) shall have executed a counterpart to the Management Agreement. The Company shall give written notice to each applicable Rating Agency of any resignation or replacement of any Independent Director promptly following such resignation or replacement. Each Director, including each Independent Director, is hereby deemed to be a “manager” within the meaning of Section 18-101(10) of the Act.

6.2 Powers of the Directors. Subject to the terms of this Agreement, the Directors shall have the right and authority to take all actions which the Directors deem incidental, necessary, suitable or convenient for the day-to-day management and conduct of the Company’s business.

No Independent Director may delegate his or her duties, authorities or responsibilities hereunder. If any Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the affirmative vote of all of the Directors shall be taken until a successor Independent Director is appointed by the Sole Member and qualifies and approves such action.

To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 2.7. Except for

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duties to the Company as set forth in the immediately preceding sentence (including duties to the Sole Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Sole Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Directors shall not have any fiduciary duties to the Sole Member, any Director or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable to the Company, the Sole Member or any other Person bound by this LLC Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct.

No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Subject to the terms of this Agreement, the Directors may exercise all powers of the Company and do all such lawful acts and things as are not prohibited by the Act, other applicable law or this Agreement or directed or required to be exercised or done by the Sole Member. All duly authorized instruments, contracts, agreements and documents providing for the acquisition or disposition of property of the Company shall be valid and binding on the Company if executed by one or more of the Directors.

Notwithstanding any provision of this Agreement to the contrary, (x) no meeting or vote with respect to any action described in clauses (b), (c) or (h) of Section 2.7 or any amendment to any of the Special Purpose Provisions (defined below) shall be conducted unless each Independent Director is present and (y) neither the Company nor the Sole Member, any Director or any officer on behalf of the Company shall (i) take any action described in clauses (b), (c) or (h) of Section 2.7 or (ii) adopt any amendment to any of the Special Purpose Provisions unless each Independent Director has consented thereto. The vote or consent of an Independent Director with respect to any such action or amendment shall not be dictated by the Sole Member or any other Director or officer of the Company.

6.3 Withdrawal of Director. Notwithstanding anything herein to the contrary, an Independent Director may not withdraw or resign as a Director of the Company without the consent of the Sole Member.

6.4 Removal of Director. Subject to Section 6.1, a Director (including an Independent Director) may be removed or replaced at any time, with or without cause, upon the written election of the Sole Member.

6.5 Quorum: Acts of the Management Committee. At all meetings of the Management Committee, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Management Committee. If a quorum shall not be present at any meeting of the Management Committee, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The Directors may participate in meetings of the Management Committee by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company. Any action required or permitted to be taken at any meeting of the Management Committee or any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors are present. Unless otherwise provided in the Agreement, on any matter that is to be voted on by Directors, the Directors may vote in person or by proxy.

6.6 Officers. The Management Committee may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including President, Vice President, Secretary, and Treasurer) to any such person. Unless the Management Committee decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 6.6 may be revoked at any time by the Management Committee.

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The Officers shall be those individuals listed on Schedule 6.6 from time to time attached hereto. The Management Committee may revise Schedule 6.6 in its sole discretion at any time.

ARTICLE VII. DISSOLUTION, LIQUIDATION AND WINDING-UP

7.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to Section 2.7, the election to dissolve the Company made in writing by the Sole Member and each Director, including each Independent Director, as permitted by the Basic Documents, (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Sole Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the prior admission of the transferee pursuant to Article VIII), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Sole Member in the Company.

7.2 Accounting. In the event of the dissolution, liquidation and winding-up of the Company, a proper accounting shall be made of the Capital Account of the Sole Member and of the net income or net loss of the Company from the date of the last previous accounting to the date of dissolution.

7.3 Certificate of Cancellation. As soon as possible following the dissolution of the Company, and the completion of the winding up of the Company, the Person winding up the business and affairs of the Company shall cause to be executed a Certificate of Cancellation of the Certificate in such form as shall be prescribed by the Secretary of State and file the Certificate of Cancellation of the Certificate as required by the Act.

7.4 Winding Up. Upon the occurrence of the dissolution of the Company, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Sole Member shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities of the Company and its assets, shall either cause its assets to be sold or distributed, and if sold as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided in Section 7.5.

7.5 Order of Payment of Liabilities Upon Dissolution. After determining that all debts and liabilities of the Company, including all contingent, conditional or unmatured liabilities of the Company, and including, debts and liabilities to the Sole Member in the event it is a creditor of the Company to the extent otherwise permitted by law, have been paid or adequately provided for, the remaining assets shall be distributed in cash or in kind to the Sole Member.

7.6 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, the Sole Member shall be entitled to look solely to the assets of the Company for the return of its positive Capital Account balance and shall have no recourse for its Capital Contribution and/or share of net income (upon dissolution or otherwise) against any Director or the Management Committee.

ARTICLE VIII. TRANSFER AND ASSIGNMENT

8.1 Transfer of Membership Interests.

(a) The Sole Member may transfer its Membership Interest, but the transferee shall not be admitted as a member of the Company except in accordance with Section 8.2. Until the transferee is admitted as a

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member of the Company, the Sole Member shall continue to be the sole member of the Company and to be entitled to exercise any rights or powers of the Sole Member with respect to the Membership Interest transferred.

(b) Any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall, to the fullest extent permitted by law, be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary, the Sole Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable Federal or state securities laws.

8.2 Admission of Transferee as Member. A transferee of a Membership Interest desiring to be admitted as a member of the Company must execute a counterpart of, or an agreement adopting, this Agreement and shall not be admitted without the unanimous affirmative vote of the Management Committee, which vote must include the affirmative vote of the Independent Directors. If the Sole Member transfers all of its Membership Interest pursuant to this Article VIII, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Upon admission of the transferee as a member, the transferee shall have, to the extent of the Membership Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of the Sole Member under this Agreement and the Act. Notwithstanding anything in this Agreement to the contrary, any successor to the Sole Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Sole Member hereunder, and such merger or consolidation shall not constitute a transfer for purposes of this Agreement.

ARTICLE IX. GENERAL PROVISIONS

9.1 Notices. All notices or other communications required or permitted to be delivered pursuant to this Agreement shall be in writing and may be personally delivered, mailed or sent by telephonic facsimile or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt by the appropriate party at its address set forth on Exhibit A hereto. The address of any party hereto may be changed by a notice in writing given in accordance with the provisions of this Section 9.1.

9.2 Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary.

9.3 Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

9.4 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

9.5 Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.

9.6 Amendments to Organizational Documents.

(a) This Agreement may not be altered, amended or repealed except pursuant to a written agreement executed and delivered by the Sole Member. Notwithstanding the preceding sentence, the Company shall not adopt a new limited liability company agreement or alter, amend or repeal any provision of Sections 1.1 (including the definition of “Independent Director”), 2.5, 2.6, 2.7, 3.2, 6.2, 6.3, 7.1, 8.2 , 9.6, 9.11 and 9.13 (collectively, the “Special Purpose Provisions”) of this Agreement without the unanimous affirmative vote of the Management Committee, which vote must include the affirmative vote of each Independent Director.

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(b) The Company’s power to alter, amend or repeal the Certificate shall be vested in the Sole Member.

Upon obtaining the approval of any amendment, supplement or restatement of the Certificate, the Sole Member on behalf of the Company shall cause a Certificate of Amendment or Amended and Restated Certificate to be prepared, executed and filed in accordance with the Act. So long as any of the Bonds are outstanding, the Company and the Sole Member shall give written notice to each applicable Rating Agency of any amendment to this Agreement.

9.7 Paragraph Headings. The paragraph headings in this Agreement are for convenience and they form no part of this Agreement and shall not affect its interpretation.

9.8 Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. The term “including” shall mean “including, but not limited to.”

9.9 Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Sole Member or the Special Member or any Director or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Sole Member or the Special Member or a Director or Officer of the Company.

9.10 Assurances. The Sole Member shall hereafter execute and deliver such further instruments and do such further acts and things as may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

9.11 Enforcement by Independent Director. Notwithstanding any other provision of this Agreement, the Sole Member agrees that this Agreement, (including Sections 2.5, 2.6, 2.7, 3.2, 6.2, 6.3, 7.1, 8.2, 9.6, 9.11 and 9.13) constitutes a legal, valid and binding agreement of the Sole Member, and is enforceable against the Sole Member by each Independent Director in accordance with its terms.

9.12 Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Sole Member and the Special Member hereby irrevocably waives any right or power that the Sole Member or the Special Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Sole Member shall not have any interest in any specific assets of the Company, and the Sole Member shall not have the status of a creditor with respect to any distribution pursuant to Section 5.3 hereof. The interest of the Sole Member in the Company is personal property.

9.13 No Bankruptcy Petition; Dissolution.

(a) To the fullest extent permitted by law, the Sole Member, each Special Member and each Director hereby covenant and agree (or shall be deemed to have hereby covenanted and agreed) that, prior to the date which is one year and one day after the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Bond Indenture, it will not acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company; provided, however, that nothing in this Section 9.13 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Company pursuant to this Agreement. This Section 9.13 is not intended to apply to the filing of a voluntary bankruptcy petition on behalf of the Company which is governed by Section 2.7 of this Agreement.

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(b) To the fullest extent permitted by law, the Sole Member, each Special Member and each Director hereby covenants and agrees (or shall be deemed to have hereby covenanted and agreed) that, until the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Indenture, the Sole Member, such Special Member and such Director will not consent to, or make application for, or institute or maintain any action for, the dissolution of the Company under Section 18-801 or 18-802 of the Act or otherwise.

(c) In the event that the Sole Member, any Special Member or any Director takes action in violation of this Section 9.13, the Company agrees that it shall file an answer with the court or otherwise properly contest the taking of such action and raise the defense that the Sole Member, the Special Member or Director, as the case may be, has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.

(d) The provisions of this Section 9.13 shall survive the termination of this Agreement and the resignation, withdrawal or removal of the Sole Member, any Special Member or any Director. Nothing herein contained shall preclude participation by the Sole Member, any Special Member or a Director in assertion or defense of its claims in any such proceeding involving the Company.

ARTICLE X. EXCULPATION AND INDEMNIFICATION

10.1 Exculpation and Indemnification.

(a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions. Any indemnity under this Article X by the Company shall be provided out of and to the extent of Company assets only, and the Sole Member and the Special Member shall not have personal liability on account thereof; provided, however, that so long as any Bonds are Outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Article X shall be payable from amounts allocable to any other Person pursuant to the Basic Documents.

(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Article X.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Sole Member might properly be paid.

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(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Sole Member, the Springing Member and the Special Member to replace such other duties and liabilities of such Covered Person.

10.2 Consolidation/Merger. For purposes of this Article, references to “the Company” shall include, in addition to the Company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had the power and authority to indemnify its members, partners, managers, directors, officers, and employees or agents, so that any person who is or was a member, partner, manager, director, officer, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a member, partner, manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued.

10.3 Heirs, Executors, and Administrators. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such Covered Person.

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IN WITNESS WHEREOF, each of the Sole Member and the Springing Member has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first above written.

SOLE MEMBER:
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By:	/s/ Steven R. Staub
	Steven R. Staub
	Vice President and Treasurer
SPRINGING MEMBER:
By:	/s/ Michelle A. Dreyer

SCHEDULE A

INITIAL CAPITAL CONTRIBUTION

Member	Capital Contribution
The Cleveland Electric Illuminating Company 76 South Main Street Akron, Ohio 44308	$1,160,230

SCHEDULE 6.1

DIRECTORS

Anthony J. Alexander

Mark T. Clark

Charles E. Jones, Jr.

Michelle Dreyer

Brian Harrison

SCHEDULE 6.6

OFFICERS

Charles E. Jones, Jr.	President
Leila L. Vespoli	Executive Vice President and General Counsel
James F. Pearson	Senior Vice President and Chief Financial Officer
Rhonda S. Ferguson	Vice President and Corporate Secretary
Steven R. Staub	Vice President and Treasurer
K. Jon Taylor	Vice President and Controller

EXHIBIT A

NOTICE ADDRESS OF SOLE MEMBER

76 South Main Street

Akron, Ohio 44308

Attention: James W.Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

EXHIBIT B

FORM OF

MANAGEMENT AGREEMENT

June 20, 2013

CEI Funding LLC

76 South Main Street

Akron, Ohio 44308

Re: Management Agreement — CEI Funding LLC

Ladies and Gentlemen:

For good and valuable consideration, each of the undersigned persons, who have been designated as members of the management committee of CEI Funding LLC, a Delaware limited liability company (the “Company”), in accordance with the Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 20, 2013, as it may be amended or restated from time to time (the “LLC Agreement”), hereby agrees:

1. To be bound by the LLC Agreement, to accept such person’s rights and authority as a member of the Management Committee (as defined in the LLC Agreement) under the LLC Agreement, to perform and discharge such person’s duties and obligations as a member of the Management Committee under the LLC Agreement, and that such rights, authority, duties and obligations under the LLC Agreement shall continue until such person’s successor as a member of the Management Committee is designated and qualified or until such person’s resignation or removal as a member of the Management Committee in accordance with the LLC Agreement. A member of the Management Committee is designated as a “manager” of the Company within the meaning of the Delaware Limited Liability Company Act.

2. This Management Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Management Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

3. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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IN WITNESS WHEREOF, the undersigned have executed this Management Agreement as of the day and year first above written.

Name:	Anthony J. Alexander
Name:	Mark T. Clark
Name:	Charles E. Jones, Jr.
Name:	Michelle Dreyer
Name:	Brian Harrison

EX-3.2

EXHIBIT 3.2

Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

OE FUNDING LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of OE Funding LLC, a Delaware limited liability company (the “Company”), is made and is dated June 20, 2013 by Ohio Edison Company, an Ohio corporation, as the sole equity member of the Company (the “Sole Member”) and Michelle A. Dreyer, as the Springing Member (as defined herein).

WHEREAS, the Sole Member has caused to be filed a Certificate of Formation of the Company with the Secretary of State of Delaware (the “Secretary of State”) to form the Company under and pursuant to the Act (as herein defined) and has entered into a Limited Liability Company Agreement of the Company, dated as of March 28, 2013 (the “Original LLC Agreement”); and

WHEREAS, in accordance with the Act, the Sole Member desires to enter into this Agreement to amend and restate in its entirety the Original LLC Agreement and to set forth the rights, powers and interests of the Sole Member with respect to the Company and its Membership Interest therein and to provide for the management of the business and operations of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Sole Member and the Springing Member, intending to be legally bound, hereby agree to amend and restate in its entirety the Original LLC Agreement as follows:

ARTICLE I. DEFINITIONS

1.1. Definitions. Unless defined below, capitalized terms used herein shall have the meanings assigned to them in the Bond Indenture.

“Act” means the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, § 18-101 et seq., as the same may hereafter be amended from time to time.

“Administration Agreement” means the Administration Agreement to be entered into by the Sole Member, as Administrator, and the Company, as the same may be amended and supplemented from time to time.

“Affiliate” means, when used with reference to a specific Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such specific Person.

“Agreement” means this Amended and Restated Limited Liability Company Agreement of the Company, as amended, modified, supplemented or restated from time to time in accordance with the terms hereof.

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (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, or (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) 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, the proceeding has not been dismissed, or 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 Act.

“Basic Documents” means, collectively, the Bond Indenture, the Certificate Indenture, the Declaration of Trust, the Purchase and Sale Agreement, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Fee and Indemnity Agreement, the Cross-Indemnity Agreement and the Underwriting Agreement.

“Bond Indenture” means that certain Bond Indenture to be entered into by the Company, as Bond Issuer, and a bond trustee, as from time to time supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof, as so supplemented or amended, or both, and including the forms and terms of the Bonds established thereunder.

“Bond Purchase Agreement” means the Bond Purchase Agreement to be entered into by the Company and the trust created under the Declaration of Trust, as the same may be amended and supplemented from time to time.

“Bond Trustee” has the meaning assigned to such term in the Bond Indenture.

“Bonds” means the phase-in-recovery bonds of the Company issued pursuant to the Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Chicago, Illinois, St. Paul, Minnesota, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Capital Contribution” means, with respect to the Sole Member, the amount of cash and the value of any property contributed to the Company.

“Certificate” means the Certificate of Formation of the Company filed with the Secretary of State on October 31, 2012 as described in Section 2.1 and as amended, modified, supplemented, or restated from time to time.

“Certificate Indenture” means the Certificate Indenture to be entered into by the Trust, as Certificate Issuer, the Delaware trustee and a certificate trustee, as the same may be amended, supplemented or modified from time to time.

“Company” has the meaning assigned to such term in the preamble hereto.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities or general partnership or manager interests, by contract or otherwise. “Controls” and “Controlled” shall have correlative meanings. 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.

“Covered Person” has the meaning assigned to such term in Section 10.1(a).

“Cross-Indemnity Agreement” means the Cross-Indemnity Agreement to be entered into with the Company, CEI Funding LLC and TE Funding LLC, as the same may be amended, supplemented or modified from time to time.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013 among the Company, CEI Funding LLC, TE Funding LLC and a Delaware trustee, as the same may be amended and supplemented from time to time.

“Director” means a member of the Management Committee.

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“Event of Bankruptcy” means, with respect to any Person, that such Person shall (i) institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or a substantial part of its property, (v) make a general assignment for the benefit of creditors or (vi) admit in writing its inability to pay its debts generally as they become due.

“Fee and Indemnity Agreement” means the Fee and Indemnity Agreement to be entered into by the Company, CEI Funding LLC, TE Funding LLC, the Trust, a certificate trustee and a Delaware trustee, as the same may be amended and supplemented from time to time.

“Financing Order” has the meaning given to such term in the Servicing Agreement.

“FirstEnergy” means FirstEnergy Corp., an Ohio corporation.

“FirstEnergy Affiliated Group” means the Sole Member, FirstEnergy and any Affiliate of the Sole Member or FirstEnergy (other than the Company).

“GAAP” means generally accepted accounting principles in effect in the United States from time to time.

“Independent Director” means an individual who (1) has prior experience as an independent director, independent manager or independent member, (2) is employed by a nationally-recognized company that provides professional Independent Directors and other corporate services in the ordinary course of its business, (3) is duly appointed as an Independent Director and (4) is not and has not been for at least five years from the date of his, her or its appointment, and will not while serving as Independent Director, be any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of the Company or any of its equityholders or Affiliates (other than as an independent director, independent manager or special member of the Company or an Affiliate of the Company that is not in the direct chain of ownership of the Company and that is required by a creditor to be a single purpose bankruptcy remote entity); provided, that the indirect or beneficial ownership of stock of the Sole Member or its Affiliates through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Director;

(ii) a creditor, supplier or service provider (including provider of professional services) to the Company, the Sole Member or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to the Company, the Sole Member or any of its Affiliates in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(iv) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the independent manager or independent director of a “special purpose entity” affiliated with the Company shall be qualified to serve as an Independent Director of the Company, provided that the fees that such individual earns from serving as an independent manager or independent director of Affiliates of the Company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the “Special Purpose Provisions” (defined below) of this Agreement.

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“Management Agreement” means the agreement of the members of the Management Committee in the form attached hereto as Exhibit B. Each Director shall execute and deliver the Management Agreement. The Management Agreement shall be deemed incorporated into, and part of, this Agreement.

“Management Committee” means a committee composed of at least three and no more than five Directors, at least two of whom at all times upon and after the acquisition by the Company of Phase-In-Recovery Property must qualify as Independent Directors. At all times after the acquisition by the Company of Phase-In-Recovery Property, the Company shall be without authority to take the actions specified herein as requiring the vote or consent of the Management Committee absent the currently effective appointment of at least two Independent Directors to the Management Committee.

“Membership Interest” means the limited liability company interest of the Sole Member in the Company.

“Officer” shall mean an officer of the Company as appointed and serving in accordance with Section 6.6.

“Outstanding” has the meaning assigned to such term in the Bond Indenture.

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

“Phase-In-Recovery Property” has the meaning assigned to such term in the Bond Indenture.

“Phase-In-Recovery Property Collateral” has the meaning assigned to the term “Collateral” in the Bond Indenture.

“Purchase and Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement to be entered into by the Company and the Sole Member, as the same may be amended, supplemented or modified from time to time.

“Rating Agency” has the meaning assigned to such term in the Bond Indenture.

“Secretary of State” has the meaning assigned to such term in the first recital of this Agreement.

“Servicing Agreement” means that certain Phase-In-Recovery Property Servicing Agreement to be entered into by the Sole Member, as Servicer, and the Company, as Bond Issuer, as the same may be amended, supplemented or modified from time to time.

“Sole Member” shall mean Ohio Edison Company, as the initial member of the Company, and includes any Person admitted as a member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Sole Member” shall not include the Special Member or the Springing Member.

“Special Member” means upon such Person’s admission to the Company as a member of the Company pursuant to Section 2.10, a Person acting as the Springing Member, 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 this Agreement.

“Springing Member” means a Person who is not a member of the Company but who has signed this Agreement in order that, upon the conditions described in Section 2.10, such Person can become the Special Member without any delay in order that at all times the Company shall have at least one member.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

“Trust” means the FirstEnergy Ohio PIRB Special Purpose Trust 2013.

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“Underwriting Agreement” means the Underwriting Agreement entered into by the Company, the Trust, the Sole Member, The Cleveland Electric Illuminating Company, The Toledo Edison Company, CEI Funding LLC, TE Funding LLC and the underwriters named therein.

ARTICLE II. FORMATION AND BUSINESS OF THE COMPANY

2.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of the Certificate with the Secretary of State by Edward J. Udovich, as an “authorized person” under the Act. Upon the filing of the Certificate with the Secretary of State, another certificate to qualify the Company to do business in the State of Ohio, and an application for a Federal Tax Identification Number, his and her powers as an “authorized person” ceased, and each Officer, acting singly, thereupon became and shall continue as a designated “authorized person” of the Company. An Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. To the extent that the rights or obligations of the Sole Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. The Sole Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

2.2 Name. The name of the Company shall be “OE Funding LLC”. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Sole Member deems appropriate or advisable.

2.3 Principal Office. The location of the principal place of business of the Company shall be at such location as shall be provided from time to time by the Administrator under the Administration Agreement.

2.4 Registered Agent and Registered Office. The registered agent of the Company shall be the initial registered agent named in the Certificate or such other Person or Persons as the Sole Member may designate from time to time in the manner provided by the Act. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the initial registered office named in the Certificate or such other office (which need not be a place of business of the Company) as the Sole Member may designate from time to time in the manner provided by the Act.

2.5 Purpose. The Company is intended to qualify as an “assignee” as defined in Section 4928.23(B) of the Statute. The purposes for which the Company is formed are limited to the following activities:

(a) acquire, own, hold, administer, service or enter into agreements regarding the receipt and servicing of the Phase-In-Recovery Property and the other Phase-In-Recovery Property Collateral, along with certain other related assets;

(b) manage, sell, assign, pledge, collect amounts due on or otherwise deal with the Phase-In-Recovery Property and the other Phase-In-Recovery Property Collateral and related assets to be so acquired in accordance with the terms of the Basic Documents;

(c) negotiate, authorize, execute, deliver, assume the obligations under, and perform its duties under, the Basic Documents and any other agreement or instrument or document relating to the activities set forth in clauses (a) and (b) above; provided, that each party to any such agreement under which material obligations are imposed upon the Company shall covenant that it shall not, prior to the date which is one year and one day after the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Bond Indenture, acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company;

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(d) file with the SEC one or more registration statements, including any pre-effective or post-effective amendments thereto and any registration statement filed pursuant to Rule 462(b) under the Securities Act (including any prospectus supplement, prospectus and exhibits contained therein) and file such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents necessary or desirable to register the Bonds and Certificates under the securities or “Blue Sky” laws of various jurisdictions;

(e) authorize, execute, deliver, issue and register the Bonds;

(f) make payments on the Bonds;

(g) pledge its interest in the Phase-In-Recovery Property and other Phase-In-Recovery Property Collateral to the Bond Trustee under the Bond Indenture in order to secure the Bonds; and

(h) engage in any lawful act or activity and exercise any powers permitted to limited liability companies formed under the laws of the State of Delaware that, in either case, are incidental to, or necessary, suitable or convenient for, the accomplishment of the above-mentioned purposes.

The Company shall engage only in any activities related to the foregoing purposes or required or authorized by the terms of the Basic Documents or other agreements referenced above. The Company shall have all powers reasonably incidental, necessary, suitable or convenient to effect the foregoing purposes, including all powers granted under the Act. The Company, the Sole Member and any Officer or Director (other than an Independent Director), acting singly or collectively, on behalf of the Company, may enter into and perform the Basic Documents and all registration statements, documents, agreements, certificates or financing statements contemplated thereby or related thereto, and execute, deliver and perform the Bonds, all of the foregoing without any further act, vote or approval of any Member, the Management Committee, any Officer or Director or other Person, notwithstanding any other provision of this Agreement, the Act, or other applicable law, rule or regulation. The authorization set forth in the preceding sentence shall not be deemed a restriction on the power and authority of the Sole Member or any Officer or Director to enter into other agreements or documents on behalf of the Company, to the extent authorized pursuant hereto and the Act.

2.6 Separate Existence. Except for financial reporting purposes (to the extent required by GAAP) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Sole Member and the Management Committee shall take all steps necessary to continue the identity of the Company as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Sole Member, Affiliates of the Sole Member or any other Person, and that, the Company is not a division of any of the Affiliates of the Company or any other Person. In that regard, and without limiting the foregoing in any manner, the Company shall:

(a) maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and 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 Agreement and each other instrument or agreement necessary or appropriate to the proper administration hereof and to permit and effectuate the undertakings contemplated hereby;

(b) hold itself out to the public and all third Persons as a legal entity separate from the Sole Member and any other Person at all times, and correct any known misunderstandings regarding its separate identity;

(c) maintain a separate telephone number;

(d) maintain its own deposit and securities accounts separate from those of any Affiliate or other Person, and as to which no Affiliate has access;

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(e) maintain an arm’s length relationship with Affiliates, including each member of the FirstEnergy Affiliated Group and conduct all transactions with Affiliates on an arm’s length basis;

(f) not hire or maintain any employees, but shall compensate (either directly or through reimbursement of the Company’s allocable share of any shared expenses) all consultants, agents and Affiliates, to the extent applicable, for services provided to the Company by such consultants, agents or Affiliates, in each case, from the Company’s own funds;

(g) pay its own liabilities out of its own funds, including fees and expenses of the administrator pursuant to the Administration Agreement and the servicer pursuant to any Servicing Agreement, and ensure that, to the extent that it jointly contracts with the Sole Member or any other Affiliate to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly and reasonably among such entities, and each such entity shall bear its fair share of such costs;

(h) maintain a principal executive and administrative office through which its business is conducted separate from those of the Sole Member, any member of the FirstEnergy Affiliated Group or any other Affiliate. To the extent that the Company and the Sole Member or any other Affiliate have offices in contiguous space, the Company’s office space shall be separate and clearly delineated from the office space of any such Affiliate and there shall be fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

(i) observe all necessary, appropriate and customary formalities, including holding all regular and special meetings, including meetings of the Management Committee, appropriate to authorize all action on behalf of the Company, keeping all resolutions or consents necessary to authorize actions taken or to be taken (including, all resolutions, records, agreements or instruments underlying or regarding the transactions contemplated by the Basic Documents or otherwise), and maintaining accurate and separate books, records (financial or other), accounts and minutes (of actions of Members and Directors), including payroll and intercompany transaction accounts;

(j) maintain financial statements separate from those of its Affiliates or any other Person, prepared and maintained in accordance with GAAP and audited annually by an independent accounting firm which shall provide such audit to the Bond Trustee under the Bond Indenture;

(k) cause to have prepared and filed its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(l) at all times vest the management of the Company in the Management Committee and, from and after the entry into the Purchase and Sale Agreement and the acquisition of the Phase-In-Recovery Property, ensure that its Management Committee shall at all times include at least two Independent Directors;

(m) refrain from commingling its assets with those of the Sole Member or any member of the FirstEnergy Affiliated Group, except as permitted hereunder or under any of the Basic Documents, and maintain its assets in such a manner that is not costly or difficult to segregate or determine its assets from those of any other Person including any Affiliate;

(n) refrain from making any loan or advance to, pledging assets for the benefit of, or acquiring any obligations or securities of any Person, including the Sole Member, except as permitted hereunder or under any of the Basic Documents;

(o) conduct business solely in its own name through the Company’s Directors, Officers and agents, and no Affiliate shall be appointed to act as agent of the Company, except as expressly contemplated by the Basic Documents; and not permit any Affiliate to acquire obligations of, or make loans or advances to, the Company except as permitted under the Basic Documents;

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(p) not guarantee, become obligated for or pay the debts of any Affiliate, including any member of the FirstEnergy Affiliated Group, or hold the credit of the Company out as being available to satisfy the obligations of any Affiliate or any other Person (or, except as contemplated in the Basic Documents, indemnify any Person for losses resulting therefrom), or, except as contemplated in the Basic Documents, permit the Sole Member or any other Affiliate to become liable for, guarantee or pay the debts of the Company or permit any such Person to hold out its creditworthiness as being available to pay the liabilities or expenses of the Company or indemnify any Person for losses resulting therefrom, or hold the Company out as responsible for the debts of any Affiliate or other Person or for the decisions or actions with respect to the business and affairs of any Affiliate, or seek or obtain credit or incur any obligation to any third Party based upon the creditworthiness or assets of any Affiliate or any other Person (i.e. other than based on the assets of the Company) or allow any Affiliate to do such things based on the credit of the Company;

(q) maintain adequate capitalization to conduct its business and affairs considering the Company’s size and the nature of its business and intended purposes and, after giving effect to the transactions contemplated by the Basic Documents, refrain from engaging in a business for which its remaining property represents an unreasonably small capital;

(r) not make or declare any distributions of cash or property to the Member except in accordance with appropriate limited liability company formalities and only consistent with sound business judgment to the extent that it is permitted pursuant to the Basic Documents and not violative of any applicable law;

(s) otherwise practice and adhere to all limited liability company procedures and formalities to the extent required by this Agreement or all other appropriate constituent documents;

(t) cause (i) all written and oral communications, including letters, invoices, purchase orders, and contracts, of the Company to be made solely in the name of the Company, (ii) the Company to have its own tax identification number (to the extent not inconsistent with applicable federal tax law), stationery, checks and business forms, separate from those of any Affiliate, (iii) all Affiliates not to use the stationery or business forms of the Company, and cause the Company not to use the stationery or business forms of any Affiliate, and (iv) all Affiliates not to conduct business in the name of the Company, and cause the Company not to conduct business in the name of any Affiliate;

(u) direct creditors of the Company to send invoices and other statements of account of the Company directly to the Company and not to any Affiliate and cause all Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to the Company;

(v) treat and cause the Sole Member to treat the transfer of Phase-In-Recovery Property from the Sole Member to the Company as a sale under the Statute;

(w) except as described herein with respect to tax purposes and financial reporting, describe and cause each Affiliate to describe the Company, and hold the Company out as a separate legal entity and not as a division or department of any Affiliate, and promptly correct any known misunderstanding regarding the Company’s identity separate from any Affiliate or any other Person;

(x) so long as any of the Bonds are Outstanding, treat the Bonds as debt for all purposes and specifically as debt of the Company, other than for financial reporting, state or federal regulatory or tax purposes;

(y) solely for purposes of federal 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, treat the Bonds as indebtedness of the Sole Member secured by the Phase-In-Recovery Property Collateral unless otherwise required by appropriate taxing authorities;

(z) comply with all laws applicable to the transactions contemplated by this Agreement and the Basic Documents;

(aa) disclose, and cause the Sole Member to disclose, in its financial statements the effects of all transactions between the Sole Member and the Company in accordance with GAAP, and in a manner which makes it

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clear that (i) the Company is a separate legal entity, (ii) the assets of the Company (including the Phase-In-Recovery Property transferred to the Company pursuant to the Sale Agreement) are not assets of any Affiliate and are not available to pay creditors of any Affiliate and (iii) neither the Sole Member nor any other Affiliate is liable or responsible for the debts of the Company; and

(bb) comply with all restrictions on its business and operations as set forth in Sections 2.5 and 2.7.

Failure of the Company, or the Sole Member or Management Committee on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Sole Member or the Directors.

2.7 Limitation on Certain Activities. Notwithstanding any other provisions of this Agreement, the Company, and the Sole Member or Management Committee on behalf of the Company, shall not:

(a) engage in any business or activity other than as set forth in Article II hereof;

(b) without the affirmative vote of the Sole Member and the affirmative vote of all of the Directors, including each Independent Director, initiate any Event of Bankruptcy with respect to the Company or take any company action in furtherance of any such Event of Bankruptcy; provided, however, that the Directors may not vote on, or authorize the taking of, any Event of Bankruptcy, unless there are at least two Independent Directors then serving in such capacity;

(c) without the affirmative vote of all Directors, including each Independent Director and then only to the extent permitted by the Basic Documents, convert, merge or consolidate with any other Person or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other Person;

(d) form, cause to be formed, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other), other than the Trust;

(e) incur any indebtedness (other than the indebtedness incurred under the Basic Documents), assume or guarantee any indebtedness of any other Person or pledge its assets for the benefit of any other Person (other than a pledge of assets contemplated by the Basic Documents);

(f) issue any bonds other than the Bonds contemplated by the Basic Documents;

(g) take any action, file any tax return, or make any election inconsistent with the treatment of the Company, for purposes of federal income taxes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, as a disregarded entity that is not separate from the Sole Member; or

(h) to the fullest extent permitted by law, without the affirmative vote of the Sole Member and the affirmative vote of all Directors, including each Independent Director, execute any dissolution, liquidation, or winding up of the Company.

So long as any of the Bonds are Outstanding, the Company and the Sole Member shall give written notice to each applicable Rating Agency of any action described in clauses (b), (c) or (h) of this Section 2.7 which is taken by or on behalf of the Company with the required affirmative vote of the Sole Member and all Directors as therein described.

2.8 No State Law Partnership. No provisions of this Agreement (including the provisions of Article VI) shall be deemed or construed to constitute a partnership (including a limited partnership) or joint venture, or the Sole Member a partner or joint venturer of or with any Director or the Company, for any purposes.

2.9 Address of the Sole Member. The address of the Sole Member is set forth on Exhibit A, as amended from time to time, attached hereto and made a part hereof.

2.10 Special Member.

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(a) Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the prior admission of the transferee pursuant to Article VIII) (a “Member Cessation Event”), the Springing Member shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Sole Member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, the Springing Member shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, the Springing Member shall not be a member of the Company.

(b) In the event of a vacancy in the position of Springing Member, the Sole Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

ARTICLE III. TERM

3.1 Commencement. The Company’s term commenced upon the filing of the Certificate with the Secretary of State on October 31, 2012. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act.

3.2 Continuation. Notwithstanding any provision of this Agreement, a Bankruptcy of the Sole Member or the Special Member will not cause the Sole Member or the Special Member to cease to be a member of the Company, and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, the Sole Member and the Special Member waive any right either might have to agree in writing to dissolve the Company upon the occurrence of a Bankruptcy of the Sole Member or the Special Member or the occurrence of any other event which under the Act would otherwise cause the Sole Member or the Special Member to cease to be a member of the Company.

ARTICLE IV. CAPITAL CONTRIBUTIONS

4.1 Initial Capital. The initial capital of the Company shall be the sum of cash contributed to the Company by the Sole Member (the “Capital Contribution”) in the amount set out opposite the name of the Member on Schedule A hereto, as amended from time to time and incorporated herein by this reference.

4.2 Additional Capital Contribution. The assets of the Company are expected to generate a return sufficient to satisfy all obligations of the Company under this Agreement and the Basic Documents and any other obligations of the Company. It is expected that no capital contributions to the Company will be necessary after the purchase of the Phase-In-Recovery Property. On or prior to the date of issuance of the Bonds, the Sole Member shall make an additional contribution to the Company in an amount equal to at least 0.50% of the initial principal amount of the Bonds or such greater amount as agreed to by the Sole Member in connection with the issuance by the Company of the Bonds, which amount the Company shall deposit into the Capital Subaccount (as defined in the Bond Indenture) established by the Bond Trustee as provided under Section 8.02(a) of the Bond Indenture. Except to the extent set forth in the preceding sentence, and notwithstanding any other provision of this Agreement, the Sole Member is not required to make any additional capital contributions to the Company. No capital contribution by the Sole Member to the Company will be made for the purpose of mitigating losses on Phase-In-Recovery Property that has previously

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been transferred to the Company, and all capital contributions shall be made in accordance with all applicable limited liability company procedures and requirements, including proper record keeping by the Sole Member and the Company. Each capital contribution will be acknowledged by a written receipt signed by any one of the Directors. The Directors acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, such additional contribution will be managed by an investment manager selected by the Bond Trustee who shall invest such amounts only in Eligible Investments (as defined in the Bond Indenture), and all income earned thereon shall be allocated or paid by the Bond Trustee in accordance with the provisions of the Bond Indenture. The amounts so contributed by the Sole Member shall be credited to the Sole Member’s capital account, as provided in Section 4.3 below. The Sole Member shall have a Membership Interest of 100% of the Company.

4.3 Capital Account. The Company shall establish and maintain an individual Capital Account for the Sole Member (the “Capital Account”).

4.4 Interest on and Return of Capital Account. The Sole Member shall be entitled to interest on its Capital Contribution and to receive the return of its Capital Contribution to the extent permitted by, and in accordance with the terms of, the Bond Indenture and any other applicable Basic Documents. Without limiting the intent and scope of the preceding sentence, pursuant to Section 8.02(e) of the Bond Indenture and subject to the priority of payments thereof and availability of funds, the Sole Member is entitled to receive, as a return on capital, an annual amount equal to 6.85% of 0.50% of the initial principal amount of the Bonds. Except as provided in the applicable Basic Documents, no interest shall be paid or credited to the Sole Member on its Capital Account or upon any undistributed profits left on deposit with the Company. Except as provided herein and in the applicable Basic Documents or by law, the Sole Member shall have no right to demand or receive the return of its Capital Contribution.

ARTICLE V. ALLOCATIONS; BOOKS

5.1 Allocations of Income and Loss.

(a) Book Allocations. The net income and net loss of the Company shall be allocated entirely to the Capital Account of the Sole Member.

(b) Tax Allocations. Because the Company is not making (and will not make) an election to be treated as an association taxable as a corporation under Section 301.7701-3(a) of the U.S. Treasury Regulations, and because the Company is a business entity that has a single owner and is not a corporation, it shall be disregarded as an entity separate from its owner for federal income tax purposes under Section 301.7701-3(b)(1) of the U.S. Treasury Regulations. Accordingly, all items of income, gain, loss, deduction and credit of the Company for all taxable periods will be treated for federal income tax purposes, and for state and local income and other tax purposes to the extent permitted by applicable law, as realized or incurred directly by the Sole Member. To the extent not so permitted, all items of income, gain, loss, deduction and credit of the Company shall be allocated entirely to the Sole Member as permitted by applicable tax law, and the Sole Member shall pay (or indemnify the Company, the Bond Trustee and each of their officers, managers, employees or agents for, and defend and hold harmless each such Person from and against its payment of) any taxes levied or assessed upon all or any part of the Company’s property or assets based on existing law as of the date hereof, including any sales, gross receipts, general corporation, personal property, privilege, franchise or license taxes (but excluding any taxes imposed as a result of a failure of such Person to properly withhold or remit taxes imposed with respect to payments on any Bond). The Bond Trustee (on behalf of the secured parties provided in the Granting Clause of the Bond Indenture) shall be a third party beneficiary of the Sole Member’s obligations set forth in this Section 5.1(b), it being understood that Bondholders shall be entitled to enforce their rights against the Sole Member under this Section 5.1(b) solely through a cause of action brought for their benefit by the Bond Trustee.

(c) Company to be Disregarded for Tax Purposes. The Company shall comply with the applicable provisions of the Code and the applicable U.S. Treasury Regulations thereunder in the manner necessary to effect the intention of the parties that the Company be treated, for federal income tax purposes, as a disregarded entity that is not separate from the Sole Member pursuant to U.S. Treasury Regulations Section 301.7701-1 et seq. and that the Company be accorded such treatment until its dissolution and termination pursuant to Article VII hereof and shall take all actions, and shall refrain from taking any action, required by the Code or U.S. Treasury Regulations thereunder in order to maintain such status of the Company. In addition, for federal income tax purposes, the Company

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may not claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Phase-In-Recovery Property Collateral.

5.1 Books of Account. At all times during the continuance of the Company, the Company shall maintain or cause to be maintained full, true, complete and correct books of account in accordance with GAAP, using the fiscal year and taxable year of the Sole Member. In addition, the Company shall keep all records required to be kept pursuant to the Act.

5.2 Distributions. To the extent permitted under the Bond Indenture and subject to the terms thereof, the Company may make distributions to the Sole Member from time to time upon the unanimous vote of the Management Committee. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Sole Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law or any of the Basic Documents.

5.3 Access to Accounting Records. All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business, and the Sole Member and its duly authorized representative shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times.

5.4 Annual Tax Information. The Directors shall cause the Company to deliver to the Sole Member all information necessary for the preparation of the Sole Member’s federal income tax return.

ARTICLE VI. MANAGEMENT OF THE COMPANY

6.1 Management of Company. Except as otherwise provided in this Agreement, the property and business of the Company shall be controlled and managed by the Management Committee provided, however, that except as otherwise provided in this Agreement, the Officers acting alone can bind or execute any instrument on behalf of the Company, and may sign all checks, drafts, and other instruments obligating the Company to pay money. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement, a Director may not bind the Company. The initial directors shall be those individuals listed on Schedule 6.1 from time to time attached hereto. The Sole Member may revise Schedule 6.1 in its sole discretion at any time. Prior to the entry into any Sale Agreement and the acquisition of any Phase-In-Recovery Property, the Sole Member shall appoint two Independent Directors. In the event that an Independent Director resigns or is removed as Independent Director, the Sole Member shall appoint, as soon as reasonably practicable, a successor Independent Director. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, and (ii) shall have executed a counterpart to the Management Agreement. The Company shall give written notice to each applicable Rating Agency of any resignation or replacement of any Independent Director promptly following such resignation or replacement. Each Director, including each Independent Director, is hereby deemed to be a “manager” within the meaning of Section 18-101(10) of the Act.

6.2 Powers of the Directors. Subject to the terms of this Agreement, the Directors shall have the right and authority to take all actions which the Directors deem incidental, necessary, suitable or convenient for the day-to-day management and conduct of the Company’s business.

No Independent Director may delegate his or her duties, authorities or responsibilities hereunder. If any Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the affirmative vote of all of the Directors shall be taken until a successor Independent Director is appointed by the Sole Member and qualifies and approves such action.

To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 2.7. Except for

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duties to the Company as set forth in the immediately preceding sentence (including duties to the Sole Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Sole Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Directors shall not have any fiduciary duties to the Sole Member, any Director or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable to the Company, the Sole Member or any other Person bound by this LLC Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct.

No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Subject to the terms of this Agreement, the Directors may exercise all powers of the Company and do all such lawful acts and things as are not prohibited by the Act, other applicable law or this Agreement or directed or required to be exercised or done by the Sole Member. All duly authorized instruments, contracts, agreements and documents providing for the acquisition or disposition of property of the Company shall be valid and binding on the Company if executed by one or more of the Directors.

Notwithstanding any provision of this Agreement to the contrary, (x) no meeting or vote with respect to any action described in clauses (b), (c) or (h) of Section 2.7 or any amendment to any of the Special Purpose Provisions (defined below) shall be conducted unless each Independent Director is present and (y) neither the Company nor the Sole Member, any Director or any officer on behalf of the Company shall (i) take any action described in clauses (b), (c) or (h) of Section 2.7 or (ii) adopt any amendment to any of the Special Purpose Provisions unless each Independent Director has consented thereto. The vote or consent of an Independent Director with respect to any such action or amendment shall not be dictated by the Sole Member or any other Director or officer of the Company.

6.3 Withdrawal of Director. Notwithstanding anything herein to the contrary, an Independent Director may not withdraw or resign as a Director of the Company without the consent of the Sole Member.

6.4 Removal of Director. Subject to Section 6.1, a Director (including an Independent Director) may be removed or replaced at any time, with or without cause, upon the written election of the Sole Member.

6.5 Quorum: Acts of the Management Committee. At all meetings of the Management Committee, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Management Committee. If a quorum shall not be present at any meeting of the Management Committee, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The Directors may participate in meetings of the Management Committee by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company. Any action required or permitted to be taken at any meeting of the Management Committee or any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors are present. Unless otherwise provided in the Agreement, on any matter that is to be voted on by Directors, the Directors may vote in person or by proxy.

6.6 Officers. The Management Committee may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including President, Vice President, Secretary, and Treasurer) to any such person. Unless the Management Committee decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 6.6 may be revoked at any time by the Management Committee.

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The Officers shall be those individuals listed on Schedule 6.6 from time to time attached hereto. The Management Committee may revise Schedule 6.6 in its sole discretion at any time.

ARTICLE VII. DISSOLUTION, LIQUIDATION AND WINDING-UP

7.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to Section 2.7, the election to dissolve the Company made in writing by the Sole Member and each Director, including each Independent Director, as permitted by the Basic Documents, (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Sole Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the prior admission of the transferee pursuant to Article VIII), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Sole Member in the Company.

7.2 Accounting. In the event of the dissolution, liquidation and winding-up of the Company, a proper accounting shall be made of the Capital Account of the Sole Member and of the net income or net loss of the Company from the date of the last previous accounting to the date of dissolution.

7.3 Certificate of Cancellation. As soon as possible following the dissolution of the Company, and the completion of the winding up of the Company, the Person winding up the business and affairs of the Company shall cause to be executed a Certificate of Cancellation of the Certificate in such form as shall be prescribed by the Secretary of State and file the Certificate of Cancellation of the Certificate as required by the Act.

7.4 Winding Up. Upon the occurrence of the dissolution of the Company, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Sole Member shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities of the Company and its assets, shall either cause its assets to be sold or distributed, and if sold as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided in Section 7.5.

7.5 Order of Payment of Liabilities Upon Dissolution. After determining that all debts and liabilities of the Company, including all contingent, conditional or unmatured liabilities of the Company, and including, debts and liabilities to the Sole Member in the event it is a creditor of the Company to the extent otherwise permitted by law, have been paid or adequately provided for, the remaining assets shall be distributed in cash or in kind to the Sole Member.

7.6 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, the Sole Member shall be entitled to look solely to the assets of the Company for the return of its positive Capital Account balance and shall have no recourse for its Capital Contribution and/or share of net income (upon dissolution or otherwise) against any Director or the Management Committee.

ARTICLE VIII. TRANSFER AND ASSIGNMENT

8.1 Transfer of Membership Interests.

(a) The Sole Member may transfer its Membership Interest, but the transferee shall not be admitted as a member of the Company except in accordance with Section 8.2. Until the transferee is admitted as a

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member of the Company, the Sole Member shall continue to be the sole member of the Company and to be entitled to exercise any rights or powers of the Sole Member with respect to the Membership Interest transferred.

(b) Any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall, to the fullest extent permitted by law, be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary, the Sole Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable Federal or state securities laws.

8.2 Admission of Transferee as Member. A transferee of a Membership Interest desiring to be admitted as a member of the Company must execute a counterpart of, or an agreement adopting, this Agreement and shall not be admitted without the unanimous affirmative vote of the Management Committee, which vote must include the affirmative vote of the Independent Directors. If the Sole Member transfers all of its Membership Interest pursuant to this Article VIII, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Upon admission of the transferee as a member, the transferee shall have, to the extent of the Membership Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of the Sole Member under this Agreement and the Act. Notwithstanding anything in this Agreement to the contrary, any successor to the Sole Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Sole Member hereunder, and such merger or consolidation shall not constitute a transfer for purposes of this Agreement.

ARTICLE IX. GENERAL PROVISIONS

9.1 Notices. All notices or other communications required or permitted to be delivered pursuant to this Agreement shall be in writing and may be personally delivered, mailed or sent by telephonic facsimile or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt by the appropriate party at its address set forth on Exhibit A hereto. The address of any party hereto may be changed by a notice in writing given in accordance with the provisions of this Section 9.1.

9.2 Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary.

9.3 Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

9.4 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

9.5 Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.

9.6 Amendments to Organizational Documents.

(a) This Agreement may not be altered, amended or repealed except pursuant to a written agreement executed and delivered by the Sole Member. Notwithstanding the preceding sentence, the Company shall not adopt a new limited liability company agreement or alter, amend or repeal any provision of Sections 1.1 (including the definition of “Independent Director”), 2.5, 2.6, 2.7, 3.2, 6.2, 6.3, 7.1, 8.2 , 9.6, 9.11 and 9.13 (collectively, the “Special Purpose Provisions”) of this Agreement without the unanimous affirmative vote of the Management Committee, which vote must include the affirmative vote of each Independent Director.

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(b) The Company’s power to alter, amend or repeal the Certificate shall be vested in the Sole Member.

Upon obtaining the approval of any amendment, supplement or restatement of the Certificate, the Sole Member on behalf of the Company shall cause a Certificate of Amendment or Amended and Restated Certificate to be prepared, executed and filed in accordance with the Act. So long as any of the Bonds are outstanding, the Company and the Sole Member shall give written notice to each applicable Rating Agency of any amendment to this Agreement.

9.7 Paragraph Headings. The paragraph headings in this Agreement are for convenience and they form no part of this Agreement and shall not affect its interpretation.

9.8 Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. The term “including” shall mean “including, but not limited to.”

9.9 Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Sole Member or the Special Member or any Director or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Sole Member or the Special Member or a Director or Officer of the Company.

9.10 Assurances. The Sole Member shall hereafter execute and deliver such further instruments and do such further acts and things as may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

9.11 Enforcement by Independent Director. Notwithstanding any other provision of this Agreement, the Sole Member agrees that this Agreement, (including Sections 2.5, 2.6, 2.7, 3.2, 6.2, 6.3, 7.1, 8.2, 9.6, 9.11 and 9.13) constitutes a legal, valid and binding agreement of the Sole Member, and is enforceable against the Sole Member by each Independent Director in accordance with its terms.

9.12 Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Sole Member and the Special Member hereby irrevocably waives any right or power that the Sole Member or the Special Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Sole Member shall not have any interest in any specific assets of the Company, and the Sole Member shall not have the status of a creditor with respect to any distribution pursuant to Section 5.3 hereof. The interest of the Sole Member in the Company is personal property.

9.13 No Bankruptcy Petition; Dissolution.

(a) To the fullest extent permitted by law, the Sole Member, each Special Member and each Director hereby covenant and agree (or shall be deemed to have hereby covenanted and agreed) that, prior to the date which is one year and one day after the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Bond Indenture, it will not acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company; provided, however, that nothing in this Section 9.13 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Company pursuant to this Agreement. This Section 9.13 is not intended to apply to the filing of a voluntary bankruptcy petition on behalf of the Company which is governed by Section 2.7 of this Agreement.

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(b) To the fullest extent permitted by law, the Sole Member, each Special Member and each Director hereby covenants and agrees (or shall be deemed to have hereby covenanted and agreed) that, until the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Indenture, the Sole Member, such Special Member and such Director will not consent to, or make application for, or institute or maintain any action for, the dissolution of the Company under Section 18-801 or 18-802 of the Act or otherwise.

(c) In the event that the Sole Member, any Special Member or any Director takes action in violation of this Section 9.13, the Company agrees that it shall file an answer with the court or otherwise properly contest the taking of such action and raise the defense that the Sole Member, the Special Member or Director, as the case may be, has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.

(d) The provisions of this Section 9.13 shall survive the termination of this Agreement and the resignation, withdrawal or removal of the Sole Member, any Special Member or any Director. Nothing herein contained shall preclude participation by the Sole Member, any Special Member or a Director in assertion or defense of its claims in any such proceeding involving the Company.

ARTICLE X. EXCULPATION AND INDEMNIFICATION

10.1 Exculpation and Indemnification.

(a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions. Any indemnity under this Article X by the Company shall be provided out of and to the extent of Company assets only, and the Sole Member and the Special Member shall not have personal liability on account thereof; provided, however, that so long as any Bonds are Outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Article X shall be payable from amounts allocable to any other Person pursuant to the Basic Documents.

(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Article X.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Sole Member might properly be paid.

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(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Sole Member, the Springing Member and the Special Member to replace such other duties and liabilities of such Covered Person.

10.2 Consolidation/Merger. For purposes of this Article, references to “the Company” shall include, in addition to the Company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had the power and authority to indemnify its members, partners, managers, directors, officers, and employees or agents, so that any person who is or was a member, partner, manager, director, officer, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a member, partner, manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued.

10.3 Heirs, Executors, and Administrators. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such Covered Person.

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IN WITNESS WHEREOF, each of the Sole Member and the Springing Member has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first above written.

SOLE MEMBER:
OHIO EDISON COMPANY
By:	/s/ Steven R. Staub
	Steven R. Staub
	Vice President and Treasurer
SPRINGING MEMBER:
By:	/s/ Michelle A. Dreyer

SCHEDULE A

INITIAL CAPITAL CONTRIBUTION

Member	Capital Contribution
Ohio Edison Company 76 South Main Street Akron, Ohio 44308	$847,520

SCHEDULE 6.1

DIRECTORS

Anthony J. Alexander

Mark T. Clark

Charles E. Jones, Jr.

Michelle Dreyer

Brian Harrison

SCHEDULE 6.6

OFFICERS

Charles E. Jones, Jr.	President
Leila L. Vespoli	Executive Vice President and General Counsel
James F. Pearson	Senior Vice President and Chief Financial Officer
Rhonda S. Ferguson	Vice President and Corporate Secretary
Steven R. Staub	Vice President and Treasurer
K. Jon Taylor	Vice President and Controller

EXHIBIT A

NOTICE ADDRESS OF SOLE MEMBER

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

EXHIBIT B

FORM OF

MANAGEMENT AGREEMENT

June 20, 2013

OE Funding LLC

76 South Main Street

Akron, Ohio 44308

Re: Management Agreement —OE Funding LLC

Ladies and Gentlemen:

For good and valuable consideration, each of the undersigned persons, who have been designated as members of the management committee of OE Funding LLC, a Delaware limited liability company (the “Company”), in accordance with the Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 20, 2013, as it may be amended or restated from time to time (the “LLC Agreement”), hereby agrees:

1. To be bound by the LLC Agreement, to accept such person’s rights and authority as a member of the Management Committee (as defined in the LLC Agreement) under the LLC Agreement, to perform and discharge such person’s duties and obligations as a member of the Management Committee under the LLC Agreement, and that such rights, authority, duties and obligations under the LLC Agreement shall continue until such person’s successor as a member of the Management Committee is designated and qualified or until such person’s resignation or removal as a member of the Management Committee in accordance with the LLC Agreement. A member of the Management Committee is designated as a “manager” of the Company within the meaning of the Delaware Limited Liability Company Act.

2. This Management Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Management Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

3. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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IN WITNESS WHEREOF, the undersigned have executed this Management Agreement as of the day and year first above written.

Name:	Anthony J. Alexander
Name:	Mark T. Clark
Name:	Charles E. Jones, Jr.
Name:	Michelle Dreyer
Name:	Brian Harrison

EX-3.3

EXHIBIT 3.3

Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT OF

TE FUNDING LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TE Funding LLC, a Delaware limited liability company (the “Company”), is made and is dated June 20, 2013 by The Toledo Edison Company, an Ohio corporation, as the sole equity member of the Company (the “Sole Member”) and Michelle A. Dreyer, as the Springing Member (as defined herein).

WHEREAS, the Sole Member has caused to be filed a Certificate of Formation of the Company with the Secretary of State of Delaware (the “Secretary of State”) to form the Company under and pursuant to the Act (as herein defined) and has entered into a Limited Liability Company Agreement of the Company, dated as of March 28, 2013 (the “Original LLC Agreement”); and

WHEREAS, in accordance with the Act, the Sole Member desires to enter into this Agreement to amend and restate in its entirety the Original LLC Agreement and to set forth the rights, powers and interests of the Sole Member with respect to the Company and its Membership Interest therein and to provide for the management of the business and operations of the Company;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Sole Member and the Springing Member, intending to be legally bound, hereby agree to amend and restate in its entirety the Original LLC Agreement as follows:

ARTICLE I. DEFINITIONS

1.1. Definitions. Unless defined below, capitalized terms used herein shall have the meanings assigned to them in the Bond Indenture.

“Act” means the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, § 18-101 et seq., as the same may hereafter be amended from time to time.

“Administration Agreement” means the Administration Agreement to be entered into by the Sole Member, as Administrator, and the Company, as the same may be amended and supplemented from time to time.

“Affiliate” means, when used with reference to a specific Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such specific Person.

“Agreement” means this Amended and Restated Limited Liability Company Agreement of the Company, as amended, modified, supplemented or restated from time to time in accordance with the terms hereof.

“Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceeding, (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, or (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) 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, the proceeding has not been dismissed, or 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 Act.

“Basic Documents” means, collectively, the Bond Indenture, the Certificate Indenture, the Declaration of Trust, the Purchase and Sale Agreement, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Fee and Indemnity Agreement, the Cross-Indemnity Agreement and the Underwriting Agreement.

“Bond Indenture” means that certain Bond Indenture to be entered into by the Company, as Bond Issuer, and a bond trustee, as from time to time supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof, as so supplemented or amended, or both, and including the forms and terms of the Bonds established thereunder.

“Bond Purchase Agreement” means the Bond Purchase Agreement to be entered into by the Company and the trust created under the Declaration of Trust, as the same may be amended and supplemented from time to time.

“Bond Trustee” has the meaning assigned to such term in the Bond Indenture.

“Bonds” means the phase-in-recovery bonds of the Company issued pursuant to the Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Chicago, Illinois, St. Paul, Minnesota, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Capital Contribution” means, with respect to the Sole Member, the amount of cash and the value of any property contributed to the Company.

“Certificate” means the Certificate of Formation of the Company filed with the Secretary of State on October 31, 2012 as described in Section 2.1 and as amended, modified, supplemented, or restated from time to time.

“Certificate Indenture” means the Certificate Indenture to be entered into by the Trust, as Certificate Issuer, the Delaware trustee and a certificate trustee, as the same may be amended, supplemented or modified from time to time.

“Company” has the meaning assigned to such term in the preamble hereto.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities or general partnership or manager interests, by contract or otherwise. “Controls” and “Controlled” shall have correlative meanings. 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.

“Covered Person” has the meaning assigned to such term in Section 10.1(a).

“Cross-Indemnity Agreement” means the Cross-Indemnity Agreement to be entered into with the Company, CEI Funding LLC and OE Funding LLC, as the same may be amended, supplemented or modified from time to time.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013 among the Company, CEI Funding LLC, OE Funding LLC and a Delaware trustee, as the same may be amended and supplemented from time to time.

“Director” means a member of the Management Committee.

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“Event of Bankruptcy” means, with respect to any Person, that such Person shall (i) institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such Person or a substantial part of its property, (v) make a general assignment for the benefit of creditors or (vi) admit in writing its inability to pay its debts generally as they become due.

“Fee and Indemnity Agreement” means the Fee and Indemnity Agreement to be entered into by the Company, CEI Funding LLC, OE Funding LLC, the Trust, a certificate trustee and a Delaware trustee, as the same may be amended and supplemented from time to time.

“Financing Order” has the meaning given to such term in the Servicing Agreement.

“FirstEnergy” means FirstEnergy Corp., an Ohio corporation.

“FirstEnergy Affiliated Group” means the Sole Member, FirstEnergy and any Affiliate of the Sole Member or FirstEnergy (other than the Company).

“GAAP” means generally accepted accounting principles in effect in the United States from time to time.

“Independent Director” means an individual who (1) has prior experience as an independent director, independent manager or independent member, (2) is employed by a nationally-recognized company that provides professional Independent Directors and other corporate services in the ordinary course of its business, (3) is duly appointed as an Independent Director and (4) is not and has not been for at least five years from the date of his, her or its appointment, and will not while serving as Independent Director, be any of the following:

(i) a member, partner, equityholder, manager, director, officer or employee of the Company or any of its equityholders or Affiliates (other than as an independent director, independent manager or special member of the Company or an Affiliate of the Company that is not in the direct chain of ownership of the Company and that is required by a creditor to be a single purpose bankruptcy remote entity); provided, that the indirect or beneficial ownership of stock of the Sole Member or its Affiliates through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an Independent Director;

(ii) a creditor, supplier or service provider (including provider of professional services) to the Company, the Sole Member or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional independent directors and other corporate services to the Company, the Sole Member or any of its Affiliates in the ordinary course of its business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(iv) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (i) by reason of being the independent manager or independent director of a “special purpose entity” affiliated with the Company shall be qualified to serve as an Independent Director of the Company, provided that the fees that such individual earns from serving as an independent manager or independent director of Affiliates of the Company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the “Special Purpose Provisions” (defined below) of this Agreement.

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“Management Agreement” means the agreement of the members of the Management Committee in the form attached hereto as Exhibit B. Each Director shall execute and deliver the Management Agreement. The Management Agreement shall be deemed incorporated into, and part of, this Agreement.

“Management Committee” means a committee composed of at least three and no more than five Directors, at least two of whom at all times upon and after the acquisition by the Company of Phase-In-Recovery Property must qualify as Independent Directors. At all times after the acquisition by the Company of Phase-In-Recovery Property, the Company shall be without authority to take the actions specified herein as requiring the vote or consent of the Management Committee absent the currently effective appointment of at least two Independent Directors to the Management Committee.

“Membership Interest” means the limited liability company interest of the Sole Member in the Company.

“Officer” shall mean an officer of the Company as appointed and serving in accordance with Section 6.6.

“Outstanding” has the meaning assigned to such term in the Bond Indenture.

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

“Phase-In-Recovery Property” has the meaning assigned to such term in the Bond Indenture.

“Phase-In-Recovery Property Collateral” has the meaning assigned to the term “Collateral” in the Bond Indenture.

“Purchase and Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement to be entered into by the Company and the Sole Member, as the same may be amended, supplemented or modified from time to time.

“Rating Agency” has the meaning assigned to such term in the Bond Indenture.

“Secretary of State” has the meaning assigned to such term in the first recital of this Agreement.

“Servicing Agreement” means that certain Phase-In-Recovery Property Servicing Agreement to be entered into by the Sole Member, as Servicer, and the Company, as Bond Issuer, as the same may be amended, supplemented or modified from time to time.

“Sole Member” shall mean The Toledo Edison Company, as the initial member of the Company, and includes any Person admitted as a member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company; provided, however, the term “Sole Member” shall not include the Special Member or the Springing Member.

“Special Member” means upon such Person’s admission to the Company as a member of the Company pursuant to Section 2.10, a Person acting as the Springing Member, 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 this Agreement.

“Springing Member” means a Person who is not a member of the Company but who has signed this Agreement in order that, upon the conditions described in Section 2.10, such Person can become the Special Member without any delay in order that at all times the Company shall have at least one member.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

“Trust” means the FirstEnergy Ohio PIRB Special Purpose Trust 2013.

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“Underwriting Agreement” means the Underwriting Agreement entered into by the Company, the Trust, the Sole Member, The Cleveland Electric Illuminating Company, Ohio Edison Company, CEI Funding LLC, OE Funding LLC and the underwriters named therein.

ARTICLE II. FORMATION AND BUSINESS OF THE COMPANY

2.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the filing of the Certificate with the Secretary of State by Edward J. Udovich, as an “authorized person” under the Act. Upon the filing of the Certificate with the Secretary of State, another certificate to qualify the Company to do business in the State of Ohio, and an application for a Federal Tax Identification Number, his and her powers as an “authorized person” ceased, and each Officer, acting singly, thereupon became and shall continue as a designated “authorized person” of the Company. An Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. To the extent that the rights or obligations of the Sole Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. The Sole Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

2.2 Name. The name of the Company shall be “TE Funding LLC”. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Sole Member deems appropriate or advisable.

2.3 Principal Office. The location of the principal place of business of the Company shall be at such location as shall be provided from time to time by the Administrator under the Administration Agreement.

2.4 Registered Agent and Registered Office. The registered agent of the Company shall be the initial registered agent named in the Certificate or such other Person or Persons as the Sole Member may designate from time to time in the manner provided by the Act. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the initial registered office named in the Certificate or such other office (which need not be a place of business of the Company) as the Sole Member may designate from time to time in the manner provided by the Act.

2.5 Purpose. The Company is intended to qualify as an “assignee” as defined in Section 4928.23(B) of the Statute. The purposes for which the Company is formed are limited to the following activities:

(a) acquire, own, hold, administer, service or enter into agreements regarding the receipt and servicing of the Phase-In-Recovery Property and the other Phase-In-Recovery Property Collateral, along with certain other related assets;

(b) manage, sell, assign, pledge, collect amounts due on or otherwise deal with the Phase-In-Recovery Property and the other Phase-In-Recovery Property Collateral and related assets to be so acquired in accordance with the terms of the Basic Documents;

(c) negotiate, authorize, execute, deliver, assume the obligations under, and perform its duties under, the Basic Documents and any other agreement or instrument or document relating to the activities set forth in clauses (a) and (b) above; provided, that each party to any such agreement under which material obligations are imposed upon the Company shall covenant that it shall not, prior to the date which is one year and one day after the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Bond Indenture, acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company;

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(d) file with the SEC one or more registration statements, including any pre-effective or post-effective amendments thereto and any registration statement filed pursuant to Rule 462(b) under the Securities Act (including any prospectus supplement, prospectus and exhibits contained therein) and file such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents necessary or desirable to register the Bonds and Certificates under the securities or “Blue Sky” laws of various jurisdictions;

(e) authorize, execute, deliver, issue and register the Bonds;

(f) make payments on the Bonds;

(g) pledge its interest in the Phase-In-Recovery Property and other Phase-In-Recovery Property Collateral to the Bond Trustee under the Bond Indenture in order to secure the Bonds; and

(h) engage in any lawful act or activity and exercise any powers permitted to limited liability companies formed under the laws of the State of Delaware that, in either case, are incidental to, or necessary, suitable or convenient for, the accomplishment of the above-mentioned purposes.

The Company shall engage only in any activities related to the foregoing purposes or required or authorized by the terms of the Basic Documents or other agreements referenced above. The Company shall have all powers reasonably incidental, necessary, suitable or convenient to effect the foregoing purposes, including all powers granted under the Act. The Company, the Sole Member and any Officer or Director (other than an Independent Director), acting singly or collectively, on behalf of the Company, may enter into and perform the Basic Documents and all registration statements, documents, agreements, certificates or financing statements contemplated thereby or related thereto, and execute, deliver and perform the Bonds, all of the foregoing without any further act, vote or approval of any Member, the Management Committee, any Officer or Director or other Person, notwithstanding any other provision of this Agreement, the Act, or other applicable law, rule or regulation. The authorization set forth in the preceding sentence shall not be deemed a restriction on the power and authority of the Sole Member or any Officer or Director to enter into other agreements or documents on behalf of the Company, to the extent authorized pursuant hereto and the Act.

2.6 Separate Existence. Except for financial reporting purposes (to the extent required by GAAP) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Sole Member and the Management Committee shall take all steps necessary to continue the identity of the Company as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Sole Member, Affiliates of the Sole Member or any other Person, and that, the Company is not a division of any of the Affiliates of the Company or any other Person. In that regard, and without limiting the foregoing in any manner, the Company shall:

(a) maintain in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and 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 Agreement and each other instrument or agreement necessary or appropriate to the proper administration hereof and to permit and effectuate the undertakings contemplated hereby;

(b) hold itself out to the public and all third Persons as a legal entity separate from the Sole Member and any other Person at all times, and correct any known misunderstandings regarding its separate identity;

(c) maintain a separate telephone number;

(d) maintain its own deposit and securities accounts separate from those of any Affiliate or other Person, and as to which no Affiliate has access;

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(e) maintain an arm’s length relationship with Affiliates, including each member of the FirstEnergy Affiliated Group and conduct all transactions with Affiliates on an arm’s length basis;

(f) not hire or maintain any employees, but shall compensate (either directly or through reimbursement of the Company’s allocable share of any shared expenses) all consultants, agents and Affiliates’ to the extent applicable, for services provided to the Company by such consultants, agents or Affiliates, in each case, from the Company’s own funds;

(g) pay its own liabilities out of its own funds, including fees and expenses of the administrator pursuant to the Administration Agreement and the servicer pursuant to any Servicing Agreement, and ensure that, to the extent that it jointly contracts with the Sole Member or any other Affiliate to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly and reasonably among such entities, and each such entity shall bear its fair share of such costs;

(h) maintain a principal executive and administrative office through which its business is conducted separate from those of the Sole Member, any member of the FirstEnergy Affiliated Group or any other Affiliate. To the extent that the Company and the Sole Member or any other Affiliate have offices in contiguous space, the Company’s office space shall be separate and clearly delineated from the office space of any such Affiliate and there shall be fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses;

(i) observe all necessary, appropriate and customary formalities, including holding all regular and special meetings, including meetings of the Management Committee, appropriate to authorize all action on behalf of the Company, keeping all resolutions or consents necessary to authorize actions taken or to be taken (including, all resolutions, records, agreements or instruments underlying or regarding the transactions contemplated by the Basic Documents or otherwise), and maintaining accurate and separate books, records (financial or other), accounts and minutes (of actions of Members and Directors), including payroll and intercompany transaction accounts;

(j) maintain financial statements separate from those of its Affiliates or any other Person, prepared and maintained in accordance with GAAP and audited annually by an independent accounting firm which shall provide such audit to the Bond Trustee under the Bond Indenture;

(k) cause to have prepared and filed its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for tax purposes of another taxpayer, and pay any taxes so required to be paid under applicable law;

(l) at all times vest the management of the Company in the Management Committee and, from and after the entry into the Purchase and Sale Agreement and the acquisition of the Phase-In-Recovery Property, ensure that its Management Committee shall at all times include at least two Independent Directors;

(m) refrain from commingling its assets with those of the Sole Member or any member of the FirstEnergy Affiliated Group, except as permitted hereunder or under any of the Basic Documents, and maintain its assets in such a manner that is not costly or difficult to segregate or determine its assets from those of any other Person including any Affiliate;

(n) refrain from making any loan or advance to, pledging assets for the benefit of, or acquiring any obligations or securities of any Person, including the Sole Member, except as permitted hereunder or under any of the Basic Documents;

(o) conduct business solely in its own name through the Company’s Directors, Officers and agents, and no Affiliate shall be appointed to act as agent of the Company, except as expressly contemplated by the Basic Documents; and not permit any Affiliate to acquire obligations of, or make loans or advances to, the Company except as permitted under the Basic Documents;

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(p) not guarantee, become obligated for or pay the debts of any Affiliate, including any member of the FirstEnergy Affiliated Group, or hold the credit of the Company out as being available to satisfy the obligations of any Affiliate or any other Person (or, except as contemplated in the Basic Documents, indemnify any Person for losses resulting therefrom), or, except as contemplated in the Basic Documents, permit the Sole Member or any other Affiliate to become liable for, guarantee or pay the debts of the Company or permit any such Person to hold out its creditworthiness as being available to pay the liabilities or expenses of the Company or indemnify any Person for losses resulting therefrom, or hold the Company out as responsible for the debts of any Affiliate or other Person or for the decisions or actions with respect to the business and affairs of any Affiliate, or seek or obtain credit or incur any obligation to any third Party based upon the creditworthiness or assets of any Affiliate or any other Person (i.e. other than based on the assets of the Company) or allow any Affiliate to do such things based on the credit of the Company;

(q) maintain adequate capitalization to conduct its business and affairs considering the Company’s size and the nature of its business and intended purposes and, after giving effect to the transactions contemplated by the Basic Documents, refrain from engaging in a business for which its remaining property represents an unreasonably small capital;

(r) not make or declare any distributions of cash or property to the Member except in accordance with appropriate limited liability company formalities and only consistent with sound business judgment to the extent that it is permitted pursuant to the Basic Documents and not violative of any applicable law;

(s) otherwise practice and adhere to all limited liability company procedures and formalities to the extent required by this Agreement or all other appropriate constituent documents;

(t) cause (i) all written and oral communications, including letters, invoices, purchase orders, and contracts, of the Company to be made solely in the name of the Company, (ii) the Company to have its own tax identification number (to the extent not inconsistent with applicable federal tax law), stationery, checks and business forms, separate from those of any Affiliate, (iii) all Affiliates not to use the stationery or business forms of the Company, and cause the Company not to use the stationery or business forms of any Affiliate, and (iv) all Affiliates not to conduct business in the name of the Company, and cause the Company not to conduct business in the name of any Affiliate;

(u) direct creditors of the Company to send invoices and other statements of account of the Company directly to the Company and not to any Affiliate and cause all Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to the Company;

(v) treat and cause the Sole Member to treat the transfer of Phase-In-Recovery Property from the Sole Member to the Company as a sale under the Statute;

(w) except as described herein with respect to tax purposes and financial reporting, describe and cause each Affiliate to describe the Company, and hold the Company out as a separate legal entity and not as a division or department of any Affiliate, and promptly correct any known misunderstanding regarding the Company’s identity separate from any Affiliate or any other Person;

(x) so long as any of the Bonds are Outstanding, treat the Bonds as debt for all purposes and specifically as debt of the Company, other than for financial reporting, state or federal regulatory or tax purposes;

(y) solely for purposes of federal 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, treat the Bonds as indebtedness of the Sole Member secured by the Phase-In-Recovery Property Collateral unless otherwise required by appropriate taxing authorities;

(z) comply with all laws applicable to the transactions contemplated by this Agreement and the Basic Documents;

(aa) disclose, and cause the Sole Member to disclose, in its financial statements the effects of all transactions between the Sole Member and the Company in accordance with GAAP, and in a manner which makes it

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clear that (i) the Company is a separate legal entity, (ii) the assets of the Company (including the Phase-In-Recovery Property transferred to the Company pursuant to the Sale Agreement) are not assets of any Affiliate and are not available to pay creditors of any Affiliate and (iii) neither the Sole Member nor any other Affiliate is liable or responsible for the debts of the Company; and

(bb) comply with all restrictions on its business and operations as set forth in Sections 2.5 and 2.7.

Failure of the Company, or the Sole Member or Management Committee on behalf of the Company, to comply with any of the foregoing covenants or any other covenants contained in this Agreement shall not affect the status of the Company as a separate legal entity or the limited liability of the Sole Member or the Directors.

2.7 Limitation on Certain Activities. Notwithstanding any other provisions of this Agreement, the Company, and the Sole Member or Management Committee on behalf of the Company, shall not:

(a) engage in any business or activity other than as set forth in Article II hereof;

(b) without the affirmative vote of the Sole Member and the affirmative vote of all of the Directors, including each Independent Director, initiate any Event of Bankruptcy with respect to the Company or take any company action in furtherance of any such Event of Bankruptcy; provided, however, that the Directors may not vote on, or authorize the taking of, any Event of Bankruptcy, unless there are at least two Independent Directors then serving in such capacity;

(c) without the affirmative vote of all Directors, including each Independent Director and then only to the extent permitted by the Basic Documents, convert, merge or consolidate with any other Person or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other Person;

(d) form, cause to be formed, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other), other than the Trust;

(e) incur any indebtedness (other than the indebtedness incurred under the Basic Documents), assume or guarantee any indebtedness of any other Person or pledge its assets for the benefit of any other Person (other than a pledge of assets contemplated by the Basic Documents);

(f) issue any bonds other than the Bonds contemplated by the Basic Documents;

(g) take any action, file any tax return, or make any election inconsistent with the treatment of the Company, for purposes of federal income taxes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, as a disregarded entity that is not separate from the Sole Member; or

(h) to the fullest extent permitted by law, without the affirmative vote of the Sole Member and the affirmative vote of all Directors, including each Independent Director, execute any dissolution, liquidation, or winding up of the Company.

So long as any of the Bonds are Outstanding, the Company and the Sole Member shall give written notice to each applicable Rating Agency of any action described in clauses (b), (c) or (h) of this Section 2.7 which is taken by or on behalf of the Company with the required affirmative vote of the Sole Member and all Directors as therein described.

2.8 No State Law Partnership. No provisions of this Agreement (including the provisions of Article VI) shall be deemed or construed to constitute a partnership (including a limited partnership) or joint venture, or the Sole Member a partner or joint venturer of or with any Director or the Company, for any purposes.

2.9 Address of the Sole Member. The address of the Sole Member is set forth on Exhibit A, as amended from time to time, attached hereto and made a part hereof.

2.10 Special Member.

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(a) Upon the occurrence of any event that causes the Sole Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the prior admission of the transferee pursuant to Article VIII) (a “Member Cessation Event”), the Springing Member shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute Sole Member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, the Springing Member shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, the Springing Member shall not be a member of the Company.

(b) In the event of a vacancy in the position of Springing Member, the Sole Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. No resignation or removal of a Springing Member, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. By signing this Agreement, a Springing Member agrees that, should such Springing Member become a Special Member, such Springing Member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

ARTICLE III. TERM

3.1 Commencement. The Company’s term commenced upon the filing of the Certificate with the Secretary of State on October 31, 2012. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act.

3.2 Continuation. Notwithstanding any provision of this Agreement, a Bankruptcy of the Sole Member or the Special Member will not cause the Sole Member or the Special Member to cease to be a member of the Company, and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, the Sole Member and the Special Member waive any right either might have to agree in writing to dissolve the Company upon the occurrence of a Bankruptcy of the Sole Member or the Special Member or the occurrence of any other event which under the Act would otherwise cause the Sole Member or the Special Member to cease to be a member of the Company.

ARTICLE IV. CAPITAL CONTRIBUTIONS

4.1 Initial Capital. The initial capital of the Company shall be the sum of cash contributed to the Company by the Sole Member (the “Capital Contribution”) in the amount set out opposite the name of the Member on Schedule A hereto, as amended from time to time and incorporated herein by this reference.

4.2 Additional Capital Contribution. The assets of the Company are expected to generate a return sufficient to satisfy all obligations of the Company under this Agreement and the Basic Documents and any other obligations of the Company. It is expected that no capital contributions to the Company will be necessary after the purchase of the Phase-In-Recovery Property. On or prior to the date of issuance of the Bonds, the Sole Member shall make an additional contribution to the Company in an amount equal to at least 0.50% of the initial principal amount of the Bonds or such greater amount as agreed to by the Sole Member in connection with the issuance by the Company of the Bonds, which amount the Company shall deposit into the Capital Subaccount (as defined in the Bond Indenture) established by the Bond Trustee as provided under Section 8.02(a) of the Bond Indenture. Except to the extent set forth in the preceding sentence, and notwithstanding any other provision of this Agreement, the Sole Member is not required to make any additional capital contributions to the Company. No capital contribution by the Sole Member to the Company will be made for the purpose of mitigating losses on Phase-In-Recovery Property that has previously

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been transferred to the Company, and all capital contributions shall be made in accordance with all applicable limited liability company procedures and requirements, including proper record keeping by the Sole Member and the Company. Each capital contribution will be acknowledged by a written receipt signed by any one of the Directors. The Directors acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, such additional contribution will be managed by an investment manager selected by the Bond Trustee who shall invest such amounts only in Eligible Investments (as defined in the Bond Indenture), and all income earned thereon shall be allocated or paid by the Bond Trustee in accordance with the provisions of the Bond Indenture. The amounts so contributed by the Sole Member shall be credited to the Sole Member’s capital account, as provided in Section 4.3 below. The Sole Member shall have a Membership Interest of 100% of the Company.

4.3 Capital Account. The Company shall establish and maintain an individual Capital Account for the Sole Member (the “Capital Account”).

4.4 Interest on and Return of Capital Account. The Sole Member shall be entitled to interest on its Capital Contribution and to receive the return of its Capital Contribution to the extent permitted by, and in accordance with the terms of, the Bond Indenture and any other applicable Basic Documents. Without limiting the intent and scope of the preceding sentence, pursuant to Section 8.02(e) of the Bond Indenture and subject to the priority of payments thereof and availability of funds, the Sole Member is entitled to receive, as a return on capital, an annual amount equal to 6.85% of 0.50% of the initial principal amount of the Bonds. Except as provided in the applicable Basic Documents, no interest shall be paid or credited to the Sole Member on its Capital Account or upon any undistributed profits left on deposit with the Company. Except as provided herein and in the applicable Basic Documents or by law, the Sole Member shall have no right to demand or receive the return of its Capital Contribution.

ARTICLE V. ALLOCATIONS; BOOKS

5.1 Allocations of Income and Loss.

(a) Book Allocations. The net income and net loss of the Company shall be allocated entirely to the Capital Account of the Sole Member.

(b) Tax Allocations. Because the Company is not making (and will not make) an election to be treated as an association taxable as a corporation under Section 301.7701-3(a) of the U.S. Treasury Regulations, and because the Company is a business entity that has a single owner and is not a corporation, it shall be disregarded as an entity separate from its owner for federal income tax purposes under Section 301.7701-3(b)(1) of the U.S. Treasury Regulations. Accordingly, all items of income, gain, loss, deduction and credit of the Company for all taxable periods will be treated for federal income tax purposes, and for state and local income and other tax purposes to the extent permitted by applicable law, as realized or incurred directly by the Sole Member. To the extent not so permitted, all items of income, gain, loss, deduction and credit of the Company shall be allocated entirely to the Sole Member as permitted by applicable tax law, and the Sole Member shall pay (or indemnify the Company, the Bond Trustee and each of their officers, managers, employees or agents for, and defend and hold harmless each such Person from and against its payment of) any taxes levied or assessed upon all or any part of the Company’s property or assets based on existing law as of the date hereof, including any sales, gross receipts, general corporation, personal property, privilege, franchise or license taxes (but excluding any taxes imposed as a result of a failure of such Person to properly withhold or remit taxes imposed with respect to payments on any Bond). The Bond Trustee (on behalf of the secured parties provided in the Granting Clause of the Bond Indenture) shall be a third party beneficiary of the Sole Member’s obligations set forth in this Section 5.1(b), it being understood that Bondholders shall be entitled to enforce their rights against the Sole Member under this Section 5.1(b) solely through a cause of action brought for their benefit by the Bond Trustee.

(c) Company to be Disregarded for Tax Purposes. The Company shall comply with the applicable provisions of the Code and the applicable U.S. Treasury Regulations thereunder in the manner necessary to effect the intention of the parties that the Company be treated, for federal income tax purposes, as a disregarded entity that is not separate from the Sole Member pursuant to U.S. Treasury Regulations Section 301.7701-1 et seq. and that the Company be accorded such treatment until its dissolution and termination pursuant to Article VII hereof and shall take all actions, and shall refrain from taking any action, required by the Code or U.S. Treasury Regulations thereunder in order to maintain such status of the Company. In addition, for federal income tax purposes, the Company

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may not claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Phase-In-Recovery Property Collateral.

5.1 Books of Account. At all times during the continuance of the Company, the Company shall maintain or cause to be maintained full, true, complete and correct books of account in accordance with GAAP, using the fiscal year and taxable year of the Sole Member. In addition, the Company shall keep all records required to be kept pursuant to the Act.

5.2 Distributions. To the extent permitted under the Bond Indenture and subject to the terms thereof, the Company may make distributions to the Sole Member from time to time upon the unanimous vote of the Management Committee. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Sole Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law or any of the Basic Documents.

5.3 Access to Accounting Records. All books and records of the Company shall be maintained at any office of the Company or at the Company’s principal place of business, and the Sole Member and its duly authorized representative shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times.

5.4 Annual Tax Information. The Directors shall cause the Company to deliver to the Sole Member all information necessary for the preparation of the Sole Member’s federal income tax return.

ARTICLE VI. MANAGEMENT OF THE COMPANY

6.1 Management of Company. Except as otherwise provided in this Agreement, the property and business of the Company shall be controlled and managed by the Management Committee provided, however, that except as otherwise provided in this Agreement, the Officers acting alone can bind or execute any instrument on behalf of the Company, and may sign all checks, drafts, and other instruments obligating the Company to pay money. Notwithstanding the last sentence of Section 18-402 of the Act, except as provided in this Agreement, a Director may not bind the Company. The initial directors shall be those individuals listed on Schedule 6.1 from time to time attached hereto. The Sole Member may revise Schedule 6.1 in its sole discretion at any time. Prior to the entry into any Sale Agreement and the acquisition of any Phase-In-Recovery Property, the Sole Member shall appoint two Independent Directors. In the event that an Independent Director resigns or is removed as Independent Director, the Sole Member shall appoint, as soon as reasonably practicable, a successor Independent Director. No resignation or removal of an Independent Director, and no appointment of a successor Independent Director, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Director by a written instrument, and (ii) shall have executed a counterpart to the Management Agreement. The Company shall give written notice to each applicable Rating Agency of any resignation or replacement of any Independent Director promptly following such resignation or replacement. Each Director, including each Independent Director, is hereby deemed to be a “manager” within the meaning of Section 18-101(10) of the Act.

6.2 Powers of the Directors. Subject to the terms of this Agreement, the Directors shall have the right and authority to take all actions which the Directors deem incidental, necessary, suitable or convenient for the day-to-day management and conduct of the Company’s business.

No Independent Director may delegate his or her duties, authorities or responsibilities hereunder. If any Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the affirmative vote of all of the Directors shall be taken until a successor Independent Director is appointed by the Sole Member and qualifies and approves such action.

To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 2.7. Except for

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duties to the Company as set forth in the immediately preceding sentence (including duties to the Sole Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Sole Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Directors shall not have any fiduciary duties to the Sole Member, any Director or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable to the Company, the Sole Member or any other Person bound by this LLC Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct.

No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

Subject to the terms of this Agreement, the Directors may exercise all powers of the Company and do all such lawful acts and things as are not prohibited by the Act, other applicable law or this Agreement or directed or required to be exercised or done by the Sole Member. All duly authorized instruments, contracts, agreements and documents providing for the acquisition or disposition of property of the Company shall be valid and binding on the Company if executed by one or more of the Directors.

Notwithstanding any provision of this Agreement to the contrary, (x) no meeting or vote with respect to any action described in clauses (b), (c) or (h) of Section 2.7 or any amendment to any of the Special Purpose Provisions (defined below) shall be conducted unless each Independent Director is present and (y) neither the Company nor the Sole Member, any Director or any officer on behalf of the Company shall (i) take any action described in clauses (b), (c) or (h) of Section 2.7 or (ii) adopt any amendment to any of the Special Purpose Provisions unless each Independent Director has consented thereto. The vote or consent of an Independent Director with respect to any such action or amendment shall not be dictated by the Sole Member or any other Director or officer of the Company.

6.3 Withdrawal of Director. Notwithstanding anything herein to the contrary, an Independent Director may not withdraw or resign as a Director of the Company without the consent of the Sole Member.

6.4 Removal of Director. Subject to Section 6.1, a Director (including an Independent Director) may be removed or replaced at any time, with or without cause, upon the written election of the Sole Member.

6.5 Quorum: Acts of the Management Committee. At all meetings of the Management Committee, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Management Committee. If a quorum shall not be present at any meeting of the Management Committee, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The Directors may participate in meetings of the Management Committee by means of telephone conference or similar communications equipment that allows all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute presence in person at the meeting. If all the participants are participating by telephone conference or similar communications equipment, the meeting shall be deemed to be held at the principal place of business of the Company. Any action required or permitted to be taken at any meeting of the Management Committee or any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken shall be signed by the Directors having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors are present. Unless otherwise provided in the Agreement, on any matter that is to be voted on by Directors, the Directors may vote in person or by proxy.

6.6 Officers. The Management Committee may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including President, Vice President, Secretary, and Treasurer) to any such person. Unless the Management Committee decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 6.6 may be revoked at any time by the Management Committee.

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The Officers shall be those individuals listed on Schedule 6.6 from time to time attached hereto. The Management Committee may revise Schedule 6.6 in its sole discretion at any time.

ARTICLE VII. DISSOLUTION, LIQUIDATION AND WINDING-UP

7.1 Dissolution. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to Section 2.7, the election to dissolve the Company made in writing by the Sole Member and each Director, including each Independent Director, as permitted by the Basic Documents, (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Sole Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Sole Member of all of its limited liability company interest in the Company and the prior admission of the transferee pursuant to Article VIII), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Sole Member in the Company.

7.2 Accounting. In the event of the dissolution, liquidation and winding-up of the Company, a proper accounting shall be made of the Capital Account of the Sole Member and of the net income or net loss of the Company from the date of the last previous accounting to the date of dissolution.

7.3 Certificate of Cancellation. As soon as possible following the dissolution of the Company, and the completion of the winding up of the Company, the Person winding up the business and affairs of the Company shall cause to be executed a Certificate of Cancellation of the Certificate in such form as shall be prescribed by the Secretary of State and file the Certificate of Cancellation of the Certificate as required by the Act.

7.4 Winding Up. Upon the occurrence of the dissolution of the Company, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Sole Member shall be responsible for overseeing the winding up and liquidation of the Company, shall take full account of the liabilities of the Company and its assets, shall either cause its assets to be sold or distributed, and if sold as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided in Section 7.5.

7.5 Order of Payment of Liabilities Upon Dissolution. After determining that all debts and liabilities of the Company, including all contingent, conditional or unmatured liabilities of the Company, and including, debts and liabilities to the Sole Member in the event it is a creditor of the Company to the extent otherwise permitted by law, have been paid or adequately provided for, the remaining assets shall be distributed in cash or in kind to the Sole Member.

7.6 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, the Sole Member shall be entitled to look solely to the assets of the Company for the return of its positive Capital Account balance and shall have no recourse for its Capital Contribution and/or share of net income (upon dissolution or otherwise) against any Director or the Management Committee.

ARTICLE VIII. TRANSFER AND ASSIGNMENT

8.1 Transfer of Membership Interests.

(a) The Sole Member may transfer its Membership Interest, but the transferee shall not be admitted as a member of the Company except in accordance with Section 8.2. Until the transferee is admitted as a

14

member of the Company, the Sole Member shall continue to be the sole member of the Company and to be entitled to exercise any rights or powers of the Sole Member with respect to the Membership Interest transferred.

(b) Any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall, to the fullest extent permitted by law, be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary, the Sole Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable Federal or state securities laws.

8.2 Admission of Transferee as Member. A transferee of a Membership Interest desiring to be admitted as a member of the Company must execute a counterpart of, or an agreement adopting, this Agreement and shall not be admitted without the unanimous affirmative vote of the Management Committee, which vote must include the affirmative vote of the Independent Directors. If the Sole Member transfers all of its Membership Interest pursuant to this Article VIII, such admission shall be deemed effective immediately prior to the transfer and, immediately following such admission, the transferor Member shall cease to be a member of the Company. Upon admission of the transferee as a member, the transferee shall have, to the extent of the Membership Interest transferred, the rights and powers and shall be subject to the restrictions and liabilities of the Sole Member under this Agreement and the Act. Notwithstanding anything in this Agreement to the contrary, any successor to the Sole Member by merger or consolidation in compliance with the Basic Documents shall, without further act, be the Sole Member hereunder, and such merger or consolidation shall not constitute a transfer for purposes of this Agreement.

ARTICLE IX. GENERAL PROVISIONS

9.1 Notices. All notices or other communications required or permitted to be delivered pursuant to this Agreement shall be in writing and may be personally delivered, mailed or sent by telephonic facsimile or other similar form of rapid transmission, and shall be deemed to have been duly given upon receipt by the appropriate party at its address set forth on Exhibit A hereto. The address of any party hereto may be changed by a notice in writing given in accordance with the provisions of this Section 9.1.

9.2 Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement (including, provisions concerning limitations of actions), shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary.

9.3 Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

9.4 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

9.5 Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained.

9.6 Amendments to Organizational Documents.

(a) This Agreement may not be altered, amended or repealed except pursuant to a written agreement executed and delivered by the Sole Member. Notwithstanding the preceding sentence, the Company shall not adopt a new limited liability company agreement or alter, amend or repeal any provision of Sections 1.1 (including the definition of “Independent Director”), 2.5, 2.6, 2.7, 3.2, 6.2, 6.3, 7.1, 8.2 , 9.6, 9.11 and 9.13 (collectively, the “Special Purpose Provisions”) of this Agreement without the unanimous affirmative vote of the Management Committee, which vote must include the affirmative vote of each Independent Director.

15

(b) The Company’s power to alter, amend or repeal the Certificate shall be vested in the Sole Member.

Upon obtaining the approval of any amendment, supplement or restatement of the Certificate, the Sole Member on behalf of the Company shall cause a Certificate of Amendment or Amended and Restated Certificate to be prepared, executed and filed in accordance with the Act. So long as any of the Bonds are outstanding, the Company and the Sole Member shall give written notice to each applicable Rating Agency of any amendment to this Agreement.

9.7 Paragraph Headings. The paragraph headings in this Agreement are for convenience and they form no part of this Agreement and shall not affect its interpretation.

9.8 Gender, Etc. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. The term “including” shall mean “including, but not limited to.”

9.9 Limited Liability. Except as otherwise expressly provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and neither the Sole Member or the Special Member or any Director or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Sole Member or the Special Member or a Director or Officer of the Company.

9.10 Assurances. The Sole Member shall hereafter execute and deliver such further instruments and do such further acts and things as may be reasonably required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

9.11 Enforcement by Independent Director. Notwithstanding any other provision of this Agreement, the Sole Member agrees that this Agreement, (including Sections 2.5, 2.6, 2.7, 3.2, 6.2, 6.3, 7.1, 8.2, 9.6, 9.11 and 9.13) constitutes a legal, valid and binding agreement of the Sole Member, and is enforceable against the Sole Member by each Independent Director in accordance with its terms.

9.12 Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, the Sole Member and the Special Member hereby irrevocably waives any right or power that the Sole Member or the Special Member might have to cause the Company or any of its assets to be partitioned, to cause the appointment of a receiver for all or any portion of the assets of the Company, to compel any sale of all or any portion of the assets of the Company pursuant to any applicable law or to file a complaint or to institute any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company. The Sole Member shall not have any interest in any specific assets of the Company, and the Sole Member shall not have the status of a creditor with respect to any distribution pursuant to Section 5.3 hereof. The interest of the Sole Member in the Company is personal property.

9.13 No Bankruptcy Petition; Dissolution.

(a) To the fullest extent permitted by law, the Sole Member, each Special Member and each Director hereby covenant and agree (or shall be deemed to have hereby covenanted and agreed) that, prior to the date which is one year and one day after the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Bond Indenture, it will not acquiesce, petition or otherwise invoke or cause the Company to invoke the process of any court or Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Company under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or any substantial part of the property of the Company, or ordering the winding up or liquidation of the affairs of the Company; provided, however, that nothing in this Section 9.13 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Company pursuant to this Agreement. This Section 9.13 is not intended to apply to the filing of a voluntary bankruptcy petition on behalf of the Company which is governed by Section 2.7 of this Agreement.

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(b) To the fullest extent permitted by law, the Sole Member, each Special Member and each Director hereby covenants and agrees (or shall be deemed to have hereby covenanted and agreed) that, until the termination of the Bond Indenture and the payment in full of the Bonds and any other amounts owed under the Indenture, the Sole Member, such Special Member and such Director will not consent to, or make application for, or institute or maintain any action for, the dissolution of the Company under Section 18-801 or 18-802 of the Act or otherwise.

(c) In the event that the Sole Member, any Special Member or any Director takes action in violation of this Section 9.13, the Company agrees that it shall file an answer with the court or otherwise properly contest the taking of such action and raise the defense that the Sole Member, the Special Member or Director, as the case may be, has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.

(d) The provisions of this Section 9.13 shall survive the termination of this Agreement and the resignation, withdrawal or removal of the Sole Member, any Special Member or any Director. Nothing herein contained shall preclude participation by the Sole Member, any Special Member or a Director in assertion or defense of its claims in any such proceeding involving the Company.

ARTICLE X. EXCULPATION AND INDEMNIFICATION

10.1 Exculpation and Indemnification.

(a) Neither the Member nor the Special Member nor any Officer, Director, employee or agent of the Company nor any employee, representative, agent or Affiliate of the Sole Member or the Special Member (collectively, the “Covered Persons”) shall, to the fullest extent permitted by law, be personally liable to the Company or any other Person that is a party to or is otherwise bound by this Agreement, for any loss, damage or claim incurred by reason of any act taken or omission made by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of such Covered Person’s gross negligence or willful misconduct with respect to such acts or omissions. Any indemnity under this Article X by the Company shall be provided out of and to the extent of Company assets only, and the Sole Member and the Special Member shall not have personal liability on account thereof; provided, however, that so long as any Bonds are Outstanding, no indemnity payment from funds of the Company (as distinct from funds from other sources, such as insurance) of any indemnity under this Article X shall be payable from amounts allocable to any other Person pursuant to the Basic Documents.

(c) To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Article X.

(d) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Sole Member might properly be paid.

17

(e) The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Sole Member, the Springing Member and the Special Member to replace such other duties and liabilities of such Covered Person.

10.2 Consolidation/Merger. For purposes of this Article, references to “the Company” shall include, in addition to the Company, any constituent company (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had the power and authority to indemnify its members, partners, managers, directors, officers, and employees or agents, so that any person who is or was a member, partner, manager, director, officer, employee or agent of such constituent company, or is or was serving at the request of such constituent company as a member, partner, manager, director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued.

10.3 Heirs, Executors, and Administrators. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such Covered Person.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, each of the Sole Member and the Springing Member has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first above written.

SOLE MEMBER:
THE TOLEDO EDISON COMPANY
By:	/s/ Steven R. Staub
	Steven R. Staub
	Vice President and Treasurer
SPRINGING MEMBER:
By:	/s/ Michelle A. Dreyer

SCHEDULE A

INITIAL CAPITAL CONTRIBUTION

Member	Capital Contribution
The Toledo Edison Company 76 South Main Street Akron, Ohio 44308	$759,010

SCHEDULE 6.1

DIRECTORS

Anthony J. Auxander

Mark T. Clark

Charles E. Jones, Jr.

Michelle Dreyer

Brain Harrison

SCHEDULE 6.6

OFFICERS

Charles E. Jones, Jr.	President
Leila L. Vespoli	Executive Vice President and General Counsel
James F. Pearson	Senior Vice President and Chief Financial Officer
Rhonda S. Ferguson	Vice President and Corporate Secretary
Steven R. Staub	Vice President and Treasurer
K. Jon Taylor	Vice President and Controller

EXHIBIT A

NOTICE ADDRESS OF SOLE MEMBER

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

EXHIBIT B

FORM OF

MANAGEMENT AGREEMENT

June 20, 2013

TE Funding LLC

76 South Main Street

Akron, Ohio 44308

Re: Management Agreement —TE Funding LLC

Ladies and Gentlemen:

For good and valuable consideration, each of the undersigned persons, who have been designated as members of the management committee of TE Funding LLC, a Delaware limited liability company (the “Company”), in accordance with the Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 20, 2013, as it may be amended or restated from time to time (the “LLC Agreement”), hereby agrees:

1. To be bound by the LLC Agreement, to accept such person’s rights and authority as a member of the Management Committee (as defined in the LLC Agreement) under the LLC Agreement, to perform and discharge such person’s duties and obligations as a member of the Management Committee under the LLC Agreement, and that such rights, authority, duties and obligations under the LLC Agreement shall continue until such person’s successor as a member of the Management Committee is designated and qualified or until such person’s resignation or removal as a member of the Management Committee in accordance with the LLC Agreement. A member of the Management Committee is designated as a “manager” of the Company within the meaning of the Delaware Limited Liability Company Act.

2. This Management Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Management Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

3. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Management Agreement as of the day and year first above written.

Name:	Anthony J. Alexander
Name:	Mark T. Clark
Name:	Charles E. Jones, Jr.
Name:	Michelle Dreyer
Name:	Brian Harrison

EX-4.1

EXHIBIT 4.1

Execution Version

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 June 20, 2013

$444,922,000

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013

PASS-THROUGH TRUST CERTIFICATES

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.01	Definitions		2
Section 1.02	Compliance Certificates and Opinions		11
Section 1.03	Form of Documents Delivered to Certificate Trustee		11
Section 1.04	Acts of Certificateholders		12
ARTICLE II
THE CERTIFICATES
Section 2.01	Terms of the Certificates		13
Section 2.02	Issuance of Certificates		13
Section 2.03	Form, Denomination and Execution of Certificates		15
Section 2.04	Authentication of Certificates		16
Section 2.05	Temporary Certificates		16
Section 2.06	Registration of Transfer and Exchange of Certificates		16
Section 2.07	Certificateholders’ Lists and Reports by Certificate Trustee		17
Section 2.08	Mutilated, Destroyed, Lost or Stolen Certificates		18
Section 2.09	Persons Deemed Owners		18
Section 2.10	Cancellation		18
Section 2.11	Limitation of Liability for Payments		19
Section 2.12	Book-Entry and Definitive Certificates		19
Section 2.13	Tax Treatment		20
Section 2.14	Security Interest		20
ARTICLE III
COVENANTS
Section 3.01	Compliance with Declaration of Trust		21
Section 3.02	No Additional Certificates		21
Section 3.03	Protection of Trust Property		21
Section 3.04	Opinions as to Trust Property		22
Section 3.05	Further Instruments and Acts		22
ARTICLE IV
DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS
Section 4.01	Certificate Accounts		22
Section 4.02	Distributions from Certificate Accounts		23
Section 4.03	Statements to Certificateholders		25
Section 4.04	Investment of Special Payment Moneys		26
Section 4.05	Reduction in Principal		26
ARTICLE V
DEFAULTS AND REMEDIES
Section 5.01	Events of Default		26
Section 5.02	Incidents of Sale of Bonds		27
Section 5.03	Judicial Proceedings Instituted by Certificate Trustee		27
Section 5.04	Control by Certificateholders		27
Section 5.05	Waiver of Past Defaults		28
Section 5.06	Right of Certificateholders To Receive Payments Not To Be Impaired		28
Section 5.07	Certificateholders May Not Bring Suit Except Under Certain Conditions		28
Section 5.08	Certificate Trustee May Bring Suit		29
Section 5.09	Remedies Cumulative		29
ARTICLE VI
THE CERTIFICATE TRUSTEE
Section 6.01	Notice of Defaults		29
Section 6.02	Duties of Certificate Trustee		29

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Section 6.03	Certain Rights of Certificate Trustee	30
Section 6.04	Certificate Trustee’s Disclaimer	32
Section 6.05	May Hold Certificates	32
Section 6.06	Money Held in Trust	32
Section 6.07	Compensation and Reimbursement; Indemnification	32
Section 6.08	Corporate Certificate Trustee Required; Eligibility	33
Section 6.09	Resignation and Removal; Appointment of Successor	33
Section 6.10	Acceptance of Appointment by Successor	35
Section 6.11	Merger, Conversion, Consolidation or Succession to Business	35
Section 6.12	Maintenance of Agencies	35
Section 6.13	Money for Certificate Payments To Be Held in Trust	36
Section 6.14	Registration of Bonds in Certificate Trustee’s Name	37
Section 6.15	Representations and Warranties of Certificate Trustee	37
Section 6.16	Withholding Taxes; Information Reporting	37
Section 6.17	Obligations to Bond Trustees and Delaware Trustee	38
Section 6.18	Custody of Trust Property	38
Section 6.19	Appointment of Co-Trustee or Separate Trustee	38
ARTICLE VII
SUPPLEMENTAL CERTIFICATE INDENTURES
Section 7.01	Supplemental Certificate Indentures Without Consent of Certificateholders	39
Section 7.02	Supplemental Certificate Indentures With Consent of Certificateholders	40
Section 7.03	Documents Affecting Immunity or Indemnity	40
Section 7.04	Execution of Supplemental Certificate Indentures	40
Section 7.05	Effect of Supplemental Certificate Indentures	40
Section 7.06	Conformity with Trust Indenture Act	41
Section 7.07	Reference in Certificates to Supplemental Certificate Indentures	41
ARTICLE VIII
AMENDMENTS AND SUPPLEMENTS TO BONDS, BOND INDENTURES AND OTHER BASIC DOCUMENTS
Section 8.01	Amendments and Supplements to Bonds, Bond Indentures and Other Basic Documents	41
ARTICLE IX
SATISFACTION AND DISCHARGE
Section 9.01	Satisfaction and Discharge of Certificate Indenture	41
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01	Certificates and Bonds Not Obligation of the State of Ohio or Sellers	42
Section 10.02	Limitation on Rights of Certificateholders	43
Section 10.03	No Recourse to Certificate Issuer	43
Section 10.04	Certificates Nonassessable and Fully Paid	43
Section 10.05	Notices	43
Section 10.06	Governing Law	46
Section 10.07	Severability of Provisions	46
Section 10.08	Conflict With Trust Indenture Act	46
Section 10.09	Effect of Headings and Table of Contents	46
Section 10.10	Successors and Assigns; Delegation	46
Section 10.11	Benefits of Certificate Indenture	46
Section 10.12	Legal Holidays	46
Section 10.13	Counterparts	46
Section 10.14	The Delaware Trustee	47
Section 10.15	Certificate Issuer Obligation	47
Section 10.16	No Petition	47
Section 10.17	Trustee Capacities; Affiliated Parties	47
Section 10.18	Waiver of Jury Trial	47
Section 10.19	Rule 17g-5 Compliance	47
Signature		S-1
EXHIBIT A – FORM OF CERTIFICATE		A-1

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TRUST INDENTURE ACT CROSS REFERENCE TABLE

TIA SECTION		INDENTURE SECTION
310	(a)(1)	6.08
	(a)(2)	6.08
	(a)(3)	6.19
	(a)(4)	6.14
	(a)(5)	6.08
	(b)	6.08 and 6.09
311	(a)	6.05
	(b)	6.05
312	(a)	2.07
	(b)	2.07
	(c)	2.07
313	(a)	2.07
	(b)(1)	2.07
	(b)(2)	2.07
	(c)	2.07
	(d)	2.07
314	(a)	2.07 and 9.01
	(b)	3.04 and 9.01
	(c)(1)	2.02 and 2.07
	(c)(2)	2.02
	(c)(3)	N/A
	(d)	2.02
	(e)	1.02
	(f)	1.02
315	(a)	6.03
	(b)	6.01
	(c)	6.03
	(d)	6.03(j)
	(e)	10.08
316	(a) (last sentence)	1.01(a) (definition of “Outstanding”)
	(a)(1)(A)	5.04
	(a)(1)(B)	5.05

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TIA SECTION		INDENTURE SECTION
	(a)(2)	N/A
	(b)	5.06
	(c)	1.01(a) (definition of “Record Date”) and 1.01(e)
317	(a)(1)	5.03
	(a)(2)	5.03, 5.08 and 5.09
	(b)	4.01
318	(a)	10.08
	(b)	10.08
	(c)	10.08

** “N/A” shall mean “not applicable.”

THIS CROSS REFERENCE TABLE SHALL NOT, FOR ANY PURPOSE,

BE DEEMED TO BE PART OF THIS INDENTURE.

iv

CERTIFICATE INDENTURE, dated as of June 20, 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”).

RECITALS

The CEI Bond Issuer intends to issue the CEI Funding LLC Bonds (the “CEI Bonds”) with an aggregate principal amount of $232,046,000, consisting of Tranches A-1, A-2 and A-3 pursuant to the CEI Bond Indenture. The OE Bond Issuer intends to issue the OE Funding LLC Bonds (the “OE Bonds”) with an aggregate principal amount of $169,504,000, consisting of Tranches A-1, A-2 and A-3 pursuant to the OE Bond Indenture. The TE Bond Issuer intends to issue the TE Funding LLC Bonds (the “TE Bonds”) with an aggregate principal amount of $43,372,000, consisting of Tranches A-1, A-2 and A-3 pursuant to the TE Bond Indenture. In order to finance the purchase of the CEI Bonds pursuant to the CEI Bond Purchase Agreement, the OE Bonds pursuant to the OE Bond Purchase Agreement and the TE Bonds pursuant to the TE Bond Purchase Agreement, the Certificate Issuer shall issue, pursuant to this Certificate Indenture, its FirstEnergy Ohio PIRB Special Purpose Trust 2013 Certificates (the “Certificates”) with an aggregate principal amount of $444,922,000, consisting of Tranches A-1, A-2 and A-3, each of which shall represent a fractional undivided beneficial interest in the Bonds of the Bond Issuers and the proceeds thereof.

The Certificate Issuer has duly authorized the execution and delivery of this Certificate Indenture to provide the terms and conditions for the issuance of the Certificates. The Certificate Issuer is entering into this Certificate Indenture, and the Certificate Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

GRANTING CLAUSE

The Certificate Issuer hereby Grants to the Certificate Trustee, as Certificate Trustee for the benefit of the Holders of the Certificates, a security interest in all of the Certificate Issuer’s right, title and interest in and to the Trust Property, including the Bonds acquired pursuant to the Bond Purchase Agreements, together with all payments thereon and proceeds thereof, and other property constituting the Trust Property.

The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Certificates, and to secure compliance with the provisions of this Certificate Indenture with respect to such Certificates, all as provided in this Certificate Indenture (the “Secured Obligations”). This Certificate Indenture constitutes a security agreement within the meaning of the UCC to the extent that, under Delaware law, the provisions of the UCC are applicable hereto.

The Certificate Trustee, as trustee on behalf of the Holders of the Certificates, acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform its duties specifically required herein.

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

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

(a) For all purposes of this Certificate Indenture, except as otherwise expressly provided or 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;

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

(vii) all references in this Certificate Indenture to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Certificate Indenture; and

(viii) whenever this Certificate Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Certificate Indenture. The following Trust Indenture Act terms used in this Certificate Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Certificates.

“indenture security holder” means a Certificateholder.

“indenture to be qualified” means this Certificate Indenture.

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

“obligor” on the indenture securities means the Certificate Issuer and any other obligor on the indenture securities.

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

“Act,” when used with respect to any Certificateholder, has the meaning specified in Section 1.04.

“Administrators” means the CEI Administrator, the OE Administrator and the TE Administrator.

“Administrative Trustee” means The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, collectively (in each case, in its capacity as a servicer).

“Authentication Agent” means the authentication agent appointed pursuant to Section 6.12.

“Authorized Agent” means any Paying Agent, Authentication Agent or Certificate Registrar.

“Authorized Representative” means, with respect to any entity, any Person who is authorized to act for such entity in matters relating to such entity and who is identified on the list of Authorized Representatives or Authorized Officers delivered by such entity to the Certificate Trustee on the Issuance Date (as such list may be modified or supplemented from time to time thereafter) and, with respect to the Certificate Issuer, means any Authorized Representative of the Delaware Trustee or any Administrative Trustee.

“Avoidable Tax” has the meaning set forth in Section 6.09(f).

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“Basic Documents” means the CEI Basic Documents, the OE Basic Documents and the TE Basic Documents.

“Bond Event of Default” means, with respect to the CEI Bonds, the OE Bonds or the TE Bonds, any Event of Default (as such term is defined in the related Bond Indenture); provided that an Event of Default (as such term is defined in each Bond Indenture) under one of the Bond Indentures will not result in the occurrence of a Bond Event of Default under the other Bond Indentures.

“Bond Indentures” means the CEI Bond Indenture, the OE Bond Indenture and the TE Bond Indenture.

“Bond Issuers” means the CEI Bond Issuer, the OE Bond Issuer and the TE Bond Issuer.

“Bond Purchase Agreements” means the CEI Bond Purchase Agreement, the OE Bond Purchase Agreement and the TE Bond Purchase Agreement.

“Bond Trustees” means the CEI Bond Trustee, the OE Bond Trustee and the TE Bond Trustee.

“Bonds” means the CEI Bonds, the OE Bonds and the TE Bonds.

“Book-Entry Certificates” means, with respect to any Certificate, a beneficial interest in such Certificate, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.12.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Chicago, Illinois, St. Paul, Minnesota, Akron, Ohio, or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“CEI Administrator” means Administrator as defined in the CEI Bond Indenture.

“CEI Basic Documents” means Basic Documents as defined in the CEI Bond Indenture.

“CEI Bond Indenture” means the Bond Indenture dated as of June 20, 2013, between the CEI Bond Issuer and the CEI Bond Trustee, as amended and supplemented from time to time.

“CEI Bond Issuer” means CEI Funding LLC, a Delaware limited liability company, and its successors in interest.

“CEI Bond Purchase Agreement” means the Bond Purchase Agreement dated as of June 20, 2013 between the CEI Bond Issuer and the Certificate Issuer, as the same may be amended or supplemented from time to time.

“CEI Bond Trustee” means the Person acting as Bond Trustee under the CEI Bond Indenture.

“CEI Bonds” has the meaning set forth in the recitals to this Certificate Indenture.

“CEI Collateral” means Collateral as defined in the CEI Bond Indenture.

“CEI Phase-In-Recovery Property” means Phase-In-Recovery Property as defined in the CEI Servicing Agreement.

“CEI Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between the CEI Seller and the CEI Bond Issuer, as amended and supplemented from time to time.

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“CEI Seller” means The Cleveland Electric Illuminating Company, an Ohio corporation, and its permitted successors and assigns under the CEI Sale Agreement.

“CEI Servicer” means The Cleveland Electric Illuminating Company, an Ohio corporation, in its capacity as servicer under the CEI Servicing Agreement, including its successors in interest, until a successor Person shall have become the servicer pursuant to the CEI Servicing Agreement, and thereafter “CEI Servicer” shall mean such successor Person.

“CEI Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013, between the CEI Servicer and the CEI Bond Issuer, as amended and supplemented from time to time.

“Certificate Account” means, with respect to any Tranche of Certificates, each deposit account and securities account established and maintained with respect to such Tranche of Certificates pursuant to Section 4.01(a).

“Certificate Indenture” means this instrument as originally executed and, as from time to time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended or both, and shall include the forms and terms of the Certificates established hereunder.

“Certificate Owner” means the Person who owns a Book-Entry Certificate.

“Certificate Register” has the meaning set forth in Section 2.06.

“Certificate Registrar” means, initially, the Certificate Trustee, pursuant to Section 2.06, and any successor registrar that meets the eligibility standards specified in Section 6.12(b).

“Certificate Trustee” means U.S. Bank National Association, as Certificate Trustee under this Certificate Indenture, and its successors in interest, and any successor Certificate Trustee appointed as provided herein.

“Certificate Trustee Expenses” has the meaning set forth in Section 6.07.

“Certificate Trustee Indemnified Persons” has the meaning set forth in Section 6.07.

“Certificateholder” or “Holder” means the Person in whose name a Certificate is registered on the Certificate Register.

“Certificates” has the meaning set forth in Section 2.01(a).

“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 deposited with the Clearing Agency.

“Collateral” means the CEI Collateral, the OE Collateral and the TE Collateral.

“Corporate Trust Office” means the office of the Certificate Trustee at which at any particular time this Certificate Indenture shall be administered, which office at the date of the execution of this Certificate Indenture is located at 190 South LaSalle Street, 7^th Floor, Mail Code MK-IL-SL7R, Chicago, IL 60603, Attention: FirstEnergy Ohio PIRB Special Purpose Trust 2013, or at such other address as the Certificate Trustee may designate from time to time by notice to the Certificateholders and the Certificate Issuer, or the principal corporate trust office of any successor Certificate Trustee (the address of which the successor Certificate Trustee will notify the Certificateholders and the Certificate Issuer).

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“Declaration of Trust” means the Amended and Restated Declaration of Trust, relating to the continuation of the Certificate Issuer, dated as of June 20, 2013 by U.S. Bank Trust National Association, as Delaware Trustee, CEI Funding LLC, OE Funding LLC and TE Funding LLC, acting jointly as settlors thereunder, and the Administrative Trustee, as the same may be further amended, supplemented or otherwise modified from time to time.

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

“Definitive Certificates” has the meaning set forth in Section 2.12(a).

“Distribution Date” means, with respect to the Certificates, a Payment Date with respect to the Bonds.

“DTC Agreement” means the agreement between the Certificate Trustee, on behalf of the Certificate Issuer, and The Depository Trust Company, as the initial Clearing Agency, dated as of June 11, 2013, relating to the Certificates, as the same may be amended and supplemented from time to time. The Certificate Trustee is hereby directed to execute and deliver the DTC Agreement on behalf of the Certificate Issuer.

“Eligible Account” means a segregated trust account with an Eligible Institution.

“Eligible Institution” means (a) the corporate trust department of the Certificate Trustee so long as any securities of the Certificate Trustee have either a short-term credit rating from Moody’s of at least “P-1” or a long-term unsecured debt rating from Moody’s of at least “A2” and have a credit rating from each other rating agency in one of its generic categories which signifies investment grade, or (b) a depository institution organized under the laws of the United States of America, any State or the District of Columbia (or any domestic branch of a foreign bank), (i) which has either (A) a long-term issuer rating of “AA-” or higher by Standard & Poor’s and “A2” or higher by Moody’s and, if rated by Fitch, the equivalent of the lower of those two ratings by Fitch or (B) a short-term issuer rating of “A-1+” or higher by Standard & Poor’s and “P-1” or higher by Moody’s and, if Fitch provides a rating thereon, “F1+” by Fitch, or any other long-term, short-term or certificate of deposit rating acceptable to Standard & Poor’s and Moody’s and (ii) whose deposits are insured by the FDIC. If so qualified under clause (b) above, the Certificate Trustee may be considered an Eligible Institution for the purposes of clause (a) of the definition of Eligible Account.

“Eligible Investments” mean instruments and investment property denominated in United States currency which mature on or before the business day preceding the next payment date and meet the criteria described below:

(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 and bankers’ acceptances of Eligible Institutions (including the Certificate Trustee in its commercial capacity);

(c) commercial paper (other than commercial paper of The Cleveland Electric Illuminating Company, Ohio Edison Company or The Toledo Edison Company and their respective affiliates) having, at the time of the investment or contractual commitment, a rating of not less than “A-1” from Standard & Poor’s, not less than “P-1” by Moody’s and not less than F1 by Fitch (including commercial paper issued by the Certificate Trustee);

(d) money market funds which have the highest rating from each of the Rating Agencies from which a rating is available (including funds for which the Certificate Trustee or any of its Affiliates is an investment manager or advisor);

(e) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or certain of its agencies or instrumentalities, entered into with Eligible Institutions;

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(f) repurchase obligations with respect to any security or whole loan entered into with an Eligible Institution or a registered broker-dealer, acting as principal and that meets certain ratings criteria set forth below:

(i) a broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the Exchange Act (any broker/dealer being referred to in this definition as a “broker/dealer”), the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and, if Fitch provides a rating thereon, “F-1+” by Fitch, and the long-term debt obligations of which are rated at least “Aa3” by Moody’s, in each case at the time of entering into this repurchase obligation, or

(ii) an unrated broker/dealer acting as principal, that is a wholly-owned subsidiary of a non-bank or bank holding company the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and, if Fitch provides a rating thereon, “F-1+” by Fitch, and the long-term debt obligations of which are rated at least “Aa3” by Moody’s, in each case at the time of purchase so long as the obligations of such unrated broker/dealer are unconditionally guaranteed by such non-bank or bank holding company; and

(g) any other investment permitted by each of the Rating Agencies.

“Event of Default” has the meaning set forth in Section 5.01.

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

“Fee and Indemnity Agreement” means the fee and indemnity agreement dated as of June 20, 2013, among the Bond Issuers, the Delaware Trustee, the Certificate Trustee and the Certificate Issuer.

“financial asset” has the meaning given such term in Section 8-102(a)(9) of the UCC.

“Final Maturity Date” means, with respect to any Tranche of Certificates, the Final Maturity Date of the corresponding Tranches of Bonds.

“Interest Rate” has the meaning set forth in Section 2.01(b).

“investment property” has the meaning given such term in the UCC.

“Minimum Denomination” means $100,000 or integral multiples of $1,000 in excess thereof, except for one Certificate of each Tranche which may be of a smaller denomination.

“OE Administrator” means Administrator as defined in the OE Bond Indenture.

“OE Basic Documents” means Basic Documents as defined in the OE Bond Indenture.

“OE Bond Indenture” means the Bond Indenture dated as of June 20, 2013, between the OE Bond Issuer and the OE Bond Trustee, as amended and supplemented from time to time.

“OE Bond Issuer” means OE Funding LLC, a Delaware limited liability company, and its successors in interest

“OE Bond Purchase Agreement” means the Bond Purchase Agreement dated as of June 20, 2013, between the OE Bond Issuer and the Certificate Issuer, as the same may be amended or supplemented from time to time.

“OE Bond Trustee” means the Person acting as Bond Trustee under the OE Bond Indenture.

“OE Bonds” has the meaning set forth in the recitals to this Certificate Indenture.

“OE Collateral” means Collateral as defined in the OE Bond Indenture.

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“OE Phase-In-Recovery Property” means Phase-In-Recovery Property as defined in the OE Servicing Agreement.

“OE Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between the OE Seller and the OE Bond Issuer, as amended and supplemented from time to time.

“OE Seller” means Ohio Edison Company, an Ohio corporation, and its permitted successors and assigns under the OE Sale Agreement.

“OE Servicer” means Ohio Edison Company, an Ohio corporation, in its capacity as servicer under the OE Servicing Agreement, including its successors in interest, until a successor Person shall have become the servicer pursuant to the OE Servicing Agreement, and thereafter “OE Servicer” shall mean such successor Person.

“OE Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013, between the OE Servicer and the OE Bond Issuer, as amended and supplemented from time to time.

“Officer’s Certificate” means a certificate signed by any Authorized Representative of the Certificate Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 1.02, and delivered to the Certificate Trustee.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Certificate Indenture, be an employee of or counsel to the Certificate Issuer and who shall be reasonably satisfactory to the Certificate Trustee, and which opinion or opinions shall be addressed to the Certificate Trustee, as trustee, shall comply with any applicable requirements of Section 1.02, and shall be in form and substance reasonably satisfactory to the Certificate Trustee.

“Original Principal Amount” means, with respect to any Certificate, the amount set forth as such on the face of such Certificate on the date of its issuance.

“Outstanding” means, as of the date of determination, all Certificates theretofore authenticated and delivered under this Certificate Indenture except:

(i) Certificates theretofore cancelled by the Certificate Registrar or delivered to the Certificate Registrar for cancellation;

(ii) Certificates or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Certificate Trustee or any Paying Agent in trust for the Holders of such Certificates; and

(iii) Certificates in exchange for or in lieu of other Certificates that have been authenticated and delivered pursuant to this Certificate Indenture unless proof satisfactory to the Certificate Trustee is presented that any such Certificates are held by a bona fide purchaser;

In determining whether the Holders of the requisite Outstanding Amount of the Certificates or any Tranche thereof have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Certificates owned by any Bond Issuer, the Certificate Issuer, any other obligor upon the Certificates, any 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 Certificate Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates that a Responsible Officer of the Certificate Trustee actually knows to be so owned shall be so disregarded. Certificates so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Certificate Trustee the pledgee’s right so to act with respect to such Certificates and that the pledgee is not either Bond Issuer, any other obligor upon the Certificates, the Certificate Issuer, any Seller, or any Affiliate of any of the foregoing Persons.

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“Outstanding Amount” means the aggregate principal amount of all Certificates, or, if the context requires, all Certificates of a Tranche, Outstanding at the date of determination.

“Paying Agent” means the Certificate Trustee or any other Person that meets the eligibility standards specified in Section 6.12(b) and is authorized by the Certificate Issuer (with the prior written approval of the Bond Issuers) to make distributions of principal of or interest with respect to the Certificates.

“Payment” means, with respect to any Bonds, any payment (other than a Special Payment) of principal of or interest thereon.

“Payment Date” means, with respect to any Bonds, the date or dates specified as Payment Dates therefor in the Bond Indenture for such Bonds.

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

“Phase-In-Recovery Property” means the CEI Phase-In-Recovery Property, the OE Phase-In-Recovery Property and the TE Phase-In-Recovery Property.

“Record Date” means, with respect to any Distribution Date, the Business Day immediately preceding such Distribution Date or, if Definitive Certificates are issued, the last day of the calendar month preceding the calendar month in which such Distribution Date occurs.

“Request” means a written request by the Certificate Issuer setting forth the subject matter of the request accompanied by an Officer’s Certificate and an Opinion of Counsel as provided in Section 1.02.

“Responsible Officer” means, with respect to the Certificate Trustee or the Delaware Trustee, as applicable, any officer assigned to the Corporate Trust Office, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary or Trust Officer or any other officer of the Certificate Trustee or Delaware Trustee, as applicable, customarily performing functions similar to those performed by any of the above designated officers in each case, having direct responsibility for the administration of this Certificate Indenture, or, in the case of the Delaware Trustee, the Declaration of Trust.

“Sale Agreements” means the CEI Sale Agreement, the OE Sale Agreement and the TE Sale Agreement.

“Scheduled Final Distribution Date” means, with respect to any Tranche of Certificates, the Scheduled Maturity Date of the related Tranche of Bonds.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Secured Obligations” has the meaning set forth in the Granting Clause to this Certificate Indenture.

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

“securities account” means any Certificate Account that constitutes a “securities account” as defined in Section 8-501 of the UCC.

“Securities Intermediary” means U.S. Bank National Association, a national banking association, solely in its capacity as a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC, or any successor securities intermediary.

“Security Entitlement” means “security entitlement” as defined in Section 8-102(a)(17) of the UCC, with respect to financial assets now or hereafter credited to a securities account.

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“Sellers” means the CEI Seller, the OE Seller and the TE Seller.

“Servicers” means the CEI Servicer, the OE Servicer and the TE Servicer.

“Servicing Agreements” means the CEI Servicing Agreement, the OE Servicing Agreement and the TE Servicing Agreement.

“Special Distribution Date” means, with respect to the distribution of any Special Payment with respect to any Tranche of Bonds of any Bond Issuer, the later of (i) the date receipt of such Special Payment is confirmed by the Certificate Trustee and (ii) the date that is the earlier of (A) if the Certificate Trustee shall have received such Special Payment without prior notice thereof, 20 days after such receipt is confirmed or (B) unless such Special Payment represents the proceeds of a sale of such Bonds by the Certificate Trustee (in which event the Special Distribution Date for such proceeds shall be the earliest date for which it is practicable for the Certificate Trustee to give the 20-day notice required by Section 4.02(d)), the date that is 20 days after the Certificate Trustee receives notice from any Bond Issuer of the anticipated payment of such Special Payment.

“Special Payment” means, with respect to any Tranche of Bonds of any Bond Issuer, (i) any payment of principal of, or interest on (including any interest accruing upon default), or any other amount in respect of, the Bonds of such Bond Issuer of such Tranche that is paid more than five days after the Payment Date applicable thereto or (ii) any proceeds from the sale of such Bonds by the Certificate Trustee pursuant to Article V hereof or any amounts recovered from the institution of any judicial proceeding by the Certificate Trustee pursuant to Section 5.03 hereof.

“Special Record Date” means, with respect to any Special Distribution Date, the close of business on the 15th day (whether or not a Business Day) preceding such Special Distribution Date.

“State Pledge” means the pledge and agreement made by the State of Ohio to the Bond Issuers and Holders of the Bonds pursuant to Section 4928.2315 of the Statute.

“Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.C., Section 3801 et seq., as the same may be amended from time to time and any successor statute.

“TE Administrator” means Administrator as defined in the TE Bond Indenture.

“TE Basic Documents” means Basic Documents as defined in the TE Bond Indenture.

“TE Bond Indenture” means the Bond Indenture dated as of June 20, 2013, between the TE Bond Issuer and the TE Bond Trustee, as amended and supplemented from time to time.

“TE Bond Issuer” means TE Funding LLC, a Delaware limited liability company, and its successors in interest

“TE Bond Purchase Agreement” means the Bond Purchase Agreement dated as of June 20, 2013, between the TE Bond Issuer and the Certificate Issuer, as the same may be amended or supplemented from time to time.

“TE Bond Trustee” means the Person acting as Bond Trustee under the TE Bond Indenture.

“TE Bonds” has the meaning set forth in the recitals to this Certificate Indenture.

“TE Collateral” means Collateral as defined in the TE Bond Indenture.

“TE Phase-In-Recovery Property” means Phase-In-Recovery Property as defined in the TE Servicing Agreement.

“TE Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between the TE Seller and the TE Bond Issuer, as amended and supplemented from time to time.

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“TE Seller” means The Toledo Edison Company, an Ohio corporation, and its permitted successors and assigns under the TE Sale Agreement.

“TE Servicer” means The Toledo Edison Company, an Ohio corporation, in its capacity as servicer under the TE Servicing Agreement, including its successors in interest, until a successor Person shall have become the servicer pursuant to the TE Servicing Agreement, and thereafter “TE Servicer” shall mean such successor Person.

“TE Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013, between the TE Servicer and the TE Bond Issuer, as amended and supplemented from time to time.

“Tranche” means any one of the Tranches of Certificates and, with respect to the Bonds, any one of the Tranches of Bonds of a Bond Issuer.

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

“Trust Property” means the Bonds of each of the Bond Issuers held as the property of the Certificate Issuer and all monies at any time paid thereon and all monies due and to become due thereunder, all rights of the Certificate Trustee or the Certificate Issuer, as holder of such Bonds, in and to the Collateral of each such Bond Issuer and any proceeds thereof, all funds and investment property from time to time deposited in the Certificate Accounts of the Certificate Issuer in respect of each Tranche of Certificates, all Certificate Accounts of the Certificate Issuer in respect of each Tranche of Certificates, all proceeds from the sale by the Certificate Trustee pursuant to Article V hereof of Bonds of any Bond Issuer and all amounts recovered by the Certificate Trustee from the institution by the Certificate Trustee of any judicial proceeding pursuant to Section 5.03 hereof, and all proceeds of each of the foregoing.

“Underwriters” means the underwriters who purchase the Certificates from the Certificate Issuer and sell the Certificates in a public offering.

(b) Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth in the Bond Indentures as in effect on the Issuance Date for all purposes of this Certificate Indenture.

Term	Section of Bond Indenture
Affiliate		1.01
Cap		1.01
Capital Subaccount		1.01
Code		1.01
Delaware Trustee		1.01
Excess Funds Subaccount		1.01
Exchange Act		1.01
Expected Amortization Schedule		1.01
Final Maturity Date		1.01
Financing Order		1.01
Fitch		1.01
Grant		1.01
Issuance Date		1.01
Lien		1.01
Moody’s		1.01
PUCO		1.01
Rating Agency		1.01
Rating Agency Condition		1.01
Required Capital Level		1.01
Scheduled Final Payment Date		1.01
Standard & Poor’s		1.01
Statutory Lien		1.01
State		1.01
Statute		1.01
UCC		1.01
Underwriting Agreement		1.01

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Section 1.02 Compliance Certificates and Opinions. Upon any application or request by the Certificate Issuer to the Certificate Trustee to take any action under any provision of this Certificate Indenture, the Certificate Issuer shall furnish to the Certificate Trustee an Officer’s Certificate stating that, in the opinion of the signer thereof, all conditions precedent, if any, provided for in this Certificate Indenture relating to the proposed action have been complied with and, if requested by the Certificate Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, 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 Certificate Indenture relating to such particular application or request, 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 Certificate Indenture shall include:

(a) a statement that each signatory of such certificate or opinion has read or 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 1.03 Form of Documents Delivered to Certificate 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 Representative of the Certificate 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 opinion is based are erroneous. Any such certificate of an Authorized Representative 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 any Servicer, any Seller, any Bond Issuer or any Administrator, stating that the information with respect to such factual matters is in the possession of such Servicer, such Seller, such Bond Issuer or such Administrator, as the case may be, unless such 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.

Whenever in this Certificate Indenture, in connection with any application or certificate or report to the Certificate Trustee, it is provided that the Certificate Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Certificate 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

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(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 Certificate 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 Certificate 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.

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

Section 1.04 Acts of Certificateholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Certificate Indenture to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by their agents duly appointed in writing; and except as herein otherwise expressly provided such request, demand, authorization, direction, notice, consent, waiver or other action shall become effective when such instrument or instruments are delivered to the Certificate Trustee, and, where it is hereby expressly required, to the Certificate Issuer and one or both of the Bond Trustees. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Certificateholders 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 Certificate Indenture and (subject to Article VI) conclusive in favor of the Certificate Trustee, the Certificate Issuer and the Bond Trustees, 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 Certificate Trustee deems sufficient.

(c) The ownership of Certificates shall be proved by the Certificate Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Certificates shall bind the Holder of every Certificate 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 Certificate Trustee, the Certificate Issuer or the Bond Trustees in reliance thereon, whether or not notation of such action is made upon such Certificate.

(e) The Certificate Issuer may at its option by delivery of an Officer’s Certificate to the Certificate Trustee set a record date to determine the Holders of any Tranche of Certificates entitled to give any consent, request, demand, authorization, direction, notice, waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act, such record date shall be the record date specified in such Officer’s Certificate, which shall be the date not more than 30 days prior to the first solicitation of Certificateholders in connection therewith. If such a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or other Act may be given before or after such record date, but only the Holders of Certificates of the applicable Tranche at the close of business on such record date shall be deemed to be Certificateholders of such Tranche for the purposes of determining whether Holders of the requisite aggregate Outstanding Amount of Certificates of such Tranche have authorized or agreed or consented to such consent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the aggregate Outstanding Amount of Certificates of such Tranche shall be computed as of such record date, but that no such consent, request, demand, authorization, direction, notice, waiver or other Act by the Holders of Certificates of such Tranche on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Certificate Indenture not later than one year after the record date.

(f) Except as otherwise provided in the definition of Outstanding, Certificates of any Tranche owned by or pledged to any Person shall have an equal and proportional benefit under the provisions of this Certificate Indenture, without preference, priority or distinction as among all of the Certificates of that Tranche.

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ARTICLE II

THE CERTIFICATES

Section 2.01 Terms of the Certificates.

(a) Authorization; Designation. The issuance of the Certificates is hereby authorized and the Certificates shall be designated generally as the FirstEnergy Ohio PIRB Special Purpose Trust 2013 Certificates (the “Certificates”), and further designated as Tranches A-1, A-2 and A-3. Each such Tranche shall be in an aggregate principal amount equal to the aggregate of the corresponding Tranche of Bonds set forth in each of the Bond Purchase Agreements. Holders of each Tranche of Certificates will receive payments received by the Certificate Issuer on the corresponding Tranche of Bonds of each Bond Issuer (with payments of principal due and payable on the Bonds of a Bond Issuer as a result of an Event of Default (assuming all Bonds have been declared immediately due and payable) under that Bond Issuer’s Bond Indenture, or upon the Final Maturity Date, to be paid pro rata based on the respective principal amounts of such Bonds). Certificateholders may also receive payments as a result of a sale by the Certificate Trustee of any Bond pursuant to Article V hereof or as a result of the institution by the Certificate Trustee of a judicial proceeding pursuant to Section 5.03. Such payments shall be allocated in accordance with Section 4.02(c). Separate and distinct records (including tax records) shall be maintained by the Certificate Issuer for each Tranche of Certificates and the corresponding Tranches of Bonds associated with each such Tranche of Certificates shall be held, maintained and accounted for separately from the Tranches of Bonds corresponding to any other Tranche of Certificates. Except as set forth above, the payments received on the Tranches of Bonds corresponding to each Tranche of Certificates shall not be applied to payments with respect to any other Tranche of Certificates.

(b) Initial Principal Amount; Certificate Interest Rate; Scheduled Final Distribution Date; Final Maturity Date. The Certificates of each Tranche shall have the initial principal amount, bear interest at the rates per annum and shall have Scheduled Final Distribution Dates and Final Maturity Dates as set forth below:

Tranche	Initial Principal Amount	Certificate Interest Rate	Scheduled Final Distribution Date	Final Maturity Date
A-1	$111,971,000	0.679%	1/15/2017	1/15/2019
A-2	$70,468,000	1.726%	1/15/2020	1/15/2022
A-3	$262,483,000	3.450%	1/15/2034	1/15/2036

The Interest Rate of the Certificates shall be computed on the basis of a 360-day year of twelve 30-day months. The Certificates shall be issued in not less than Minimum Denominations.

Section 2.02 Issuance of Certificates. On the Issuance Date, the Certificate Issuer, subject to the provisions of this Certificate Indenture and each of the Bond Purchase Agreements, shall issue, and the Delaware Trustee shall execute on behalf of the Certificate Issuer and the Certificate Trustee shall authenticate and deliver, in fully registered form only, the Tranche A-1, A-2 and A-3 Certificates, each such Tranche of Certificates associated with the corresponding Tranche of Bonds of each Bond Issuer issued on such Issuance Date, all in accordance with each of the Bond Purchase Agreements. Each Certificate represents a fractional undivided beneficial interest in the Trust Property. Prior to the execution and authentication of the Tranche A-1, A-2 and A-3 Certificates, the Certificate Trustee shall have received the following or the following shall have otherwise been satisfied, upon which the Certificate Trustee may conclusively rely to the extent permitted to so rely under Article VI hereof:

(a) As to each Tranche of Certificates to be issued, the corresponding Tranche of Bonds of each Bond Issuer, duly executed by each such Bond Issuer and authenticated by the Bond Trustee for each such Bond Issuer;

(b) A certificate of an Authorized Representative of each Bond Issuer to the effect that all conditions required to be satisfied under Section 2.10 of its Bond Indenture for the issuance of its respective Tranches of Bonds and all conditions required to be satisfied under its Bond Purchase Agreement for the purchase of each Tranche of its Bonds by the Certificate Issuer in each case on behalf and in respect of a specific Tranche of Certificates have been satisfied, together with executed copies of all documents, certificates, opinions, orders or approvals establishing satisfaction of such conditions;

(c) An order of an Authorized Representative of the Certificate Issuer (i) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver this Certificate Indenture to be executed in connection with the Certificates to be issued hereunder, (ii) directing the Delaware Trustee on behalf of the Certificate Issuer to execute and deliver the Bond Purchase Agreements and (iii) directing the Delaware Trustee to execute and deliver on behalf of the Certificate Issuer, and the Certificate Trustee to authenticate, as Authentication Agent, global Certificates, each to be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and to confirm its custody of the Certificates to DTC in New York, New York so that the Certificates may be credited to or upon the order of the Underwriters named in said order for the purchase price specified therein and directing the application of the proceeds thereof;

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(d) An Opinion of Counsel, portions of which may be delivered by counsel to the Certificate Issuer and portions of which may be delivered by counsel to the Certificate Trustee or other counsel satisfactory to the Certificate Trustee, dated the Issuance Date in each case subject to the customary exceptions, qualifications and assumptions contained therein (which may include, for the purpose of the Issuance Date, the assumption that the Financing Order has been duly authorized by the PUCO and is in full force and effect), to the effect that:

(i) this Certificate Indenture has been duly authorized, executed and delivered by the Certificate Issuer and Certificate Trustee;

(ii) this Certificate Indenture constitutes a valid and binding agreement of the Certificate Issuer and Certificate Trustee, enforceable in accordance with its terms except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the availability of specific enforcement or injunctive relief is subject to the discretion of the court before which any such proceeding is brought;

(iii) all instruments furnished to the Certificate Trustee as conditions precedent to the authentication and delivery of the Certificates conform to the requirements of this Certificate Indenture and constitute all documents required to be delivered thereunder to authorize the Certificate Trustee to execute, authenticate and deliver the Certificates;

(iv) the Certificates to be issued have been duly authorized and executed and, when authenticated in accordance with the provisions of this Certificate Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement dated June 12, 2013, among the Certificate Issuer, Sellers, the Bond Issuers and the underwriters named therein, will represent valid, fully paid and nonassessable undivided beneficial interests in the Trust Property, entitled to the benefits of this Certificate Indenture;

(v) each Bond Purchase Agreement has been duly executed and delivered by the Delaware Trustee on behalf of the Certificate Issuer and, assuming due authorization, execution and delivery thereof by the Bond Issuer party to such Bond Purchase Agreement, constitutes a legal, valid and binding agreement of the Certificate Issuer, enforceable against the Certificate Issuer in accordance with its terms except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent conveyance, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), including that the availability of specific enforcement or injunctive relief is subject to the discretion of the court before which any such proceeding is brought;

(vi) the Certificate Issuer is a duly formed and validly existing statutory trust under the Statutory Trust Statute and is in good standing;

(vii) this Certificate Indenture has been duly qualified under the Trust Indenture Act or no such qualification is necessary;

(viii) each Bond Issuer constitutes an “assignee” under Section 4928.23(B) of the Statute, the Bonds constitute “bonds” under Section 4928.23(C) of the Statute, the holders of the Bonds are entitled to the rights and benefits under Sections 4928.235 and 4928.2315 of the Statute, the pledge of the Trust Property to secure the Secured Obligations is permitted under the Statute, and the Certificate Trustee, in its own name and as trustee of an express trust, as holder of the Bonds, shall be, to the extent permitted by applicable state and federal law, entitled to enforce such Sections of the Statute;

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(ix) for Federal income tax purposes, the Certificate Issuer is not a business entity classified as a corporation or a publicly traded partnership treated as a corporation, but is a “grantor trust” not taxable as a corporation;

(x) the Statute creates, upon the effective date of the Financing Order, a first priority lien in the Phase-In-Recovery Property securing all obligations, then existing or subsequently arising, to the Holders of the Bonds in respect of such Bonds or to the Bond Trustees in their capacity as such;

(xi) (i) the provisions of this Certificate Indenture create a valid security interest securing the Secured Obligations in favor of the Certificate Trustee in all right, title and interest of the Certificate Issuer in the Trust Property, (ii) the financing statement to be filed with the Delaware Secretary of State includes all of the information required by Section 9-502(a) of the UCC, (iii) the financing statement has been or will be presented for filing and all filing fees required in connection therewith have been or will be paid, (iv) the security interest granted by the Certificate Issuer under this Certificate Indenture which can be perfected by the filing of a financing statement under the UCC is or will be perfected, (v) the provisions of the Certificate Indenture are effective to create in favor of the Certificate Trustee a perfected security interest in the Certificate Accounts, and (vi) the delivery to and continued possession by the Certificate Trustee of the Bonds creates in favor of the Certificate Trustee a perfected security interest in the Bonds;

(xii) the Certificate 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;

(xiii) such other matters as the Certificate Trustee may reasonably require.

(e) Sufficient funds to pay the purchase price for the Bonds of each Bond Issuer, as specified in Section 1(b) of the respective Bond Purchase Agreements;

(f) The Certificate Trustee shall receive a letter from each Rating Agency confirming that the Certificates have received the ratings from the Rating Agencies required by the Underwriting Agreement as a condition to the issuance of the Certificates;

(g) The Certificate Issuer shall have made or caused to be made, or shall make or cause to be made, all filings with the Delaware Secretary of State and all other filings necessary to perfect the Grant of the Trust Property to the Certificate Trustee and the Lien of this Indenture; and

(h) Payment of the purchase price for the Certificates by the Underwriters shall constitute satisfaction of the conditions set forth in Section 2.02(a) through (g).

Section 2.03 Form, Denomination and Execution of Certificates. The Certificates shall be issued in registered form without coupons and shall be substantially in the form attached hereto as Exhibit A, with the following filled in: (a) the designation of the Tranches thereof, which shall be the same designation as the related Tranche or Tranches of Bonds of each Bond Issuer, (b) the Certificate number or numbers thereof, (c) the date of authentication thereof, which shall be the same as the Issuance Date of the related Tranche or Tranches of Bonds of each Bond Issuer, and (d) the Original Principal Amount thereof, which shall equal, in the aggregate, the aggregate principal amount of the Bonds of the Bond Issuers; and with such omissions, variations and insertions as are permitted by this Certificate Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed or engraved thereon as may be required to comply with the rules of any securities exchange on which any Tranche or Tranches of the Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Certificate Trustee or by the Certificate Issuer (with the prior written approval of the Bond Issuers), and as evidenced by the execution and authentication of such Certificates.

Except as provided in Section 2.12, the definitive Certificates of each Tranche shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates of such Tranche may be listed, as evidenced by an order by an Authorized Representative of the Certificate Issuer, relating to the authentication of such Certificates by the Certificate Trustee.

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The Certificates of each Tranche shall be issued in not less than Minimum Denominations.

The Certificates shall be executed on behalf of the Certificate Issuer by the Delaware Trustee by manual or facsimile signature of a Responsible Officer of the Delaware Trustee. Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Certificate Issuer shall be validly issued by the Certificate Issuer, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Certificate Indenture, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Certificate Trustee (or any Authentication Agent) by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Each of the Certificates issued in accordance with this Certificate Indenture shall represent valid, fully paid and nonassessable undivided beneficial interests in the Trust Property, entitled to the benefits of this Certificate Indenture.

Section 2.04 Authentication of Certificates. Subject to satisfaction of the conditions in Section 2.02, the Certificate Trustee shall duly authenticate and deliver Certificates of each Tranche in authorized denominations equaling, in the aggregate for each Tranche of Certificates, the aggregate initial principal amount of the Bonds of such Tranche.

Section 2.05 Temporary Certificates. Pending the preparation of definitive Certificates of any Tranche, the Delaware Trustee on behalf of the Certificate Issuer may execute, and the Certificate Trustee or any Authentication Agent upon written order of the Certificate Issuer shall authenticate and deliver, temporary Certificates of such Tranche that are printed, lithographed, typewritten or otherwise produced, in any denomination, containing substantially the same terms and provisions as set forth in Exhibit A, except for such appropriate insertions, omissions, substitutions and other variations relating to their temporary nature as the Certificate Issuer may determine, as evidenced by the execution of such temporary Certificates by the Delaware Trustee on behalf of the Certificate Issuer.

If temporary Certificates of any Tranche are issued, the Certificate Issuer will cause definitive Certificates of such Tranche to be prepared without unreasonable delay. After the preparation of definitive Certificates of such Tranche, the temporary Certificates shall be exchangeable for definitive Certificates of such Tranche upon surrender of the temporary Certificates at the Corporate Trust Office of the Certificate Trustee, or at the office or agency of the Certificate Trustee maintained in accordance with Section 6.12, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Delaware Trustee on behalf of the Certificate Issuer shall execute and the Certificate Trustee shall authenticate and deliver in exchange therefor definitive Certificates (of the same Tranche as the temporary Certificates surrendered) of authorized denominations of a like aggregate Original Principal Amount. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits under this Certificate Indenture as definitive Certificates of the same Tranche.

Section 2.06 Registration of Transfer and Exchange of Certificates. The Certificate Trustee shall cause to be kept at the office of agency to be maintained by it in accordance with the provisions of Section 6.12 a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Trustee shall initially be the registrar (the “Certificate Registrar”) for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided.

Subject to this Section 2.06, upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such other office or agency maintained by the Certificate Trustee in accordance with Section 6.12, the Delaware Trustee on behalf of the Certificate Issuer shall execute, and the Certificate Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Certificates (of the same Tranche as the Certificates surrendered for registration of transfer) in authorized denominations of a like aggregate Original

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Principal Amount, but that if any such surrendered Certificate shall have become or within 15 days shall be due and payable, instead of issuing a replacement Certificate, the Certificate Trustee may pay such surrendered Certificate when so due and payable or upon the Special Distribution Date without surrender thereof.

At the option of a Certificateholder, Certificates may be exchanged for other Certificates (of the same Tranche as the Certificates surrendered for registration of exchange) of authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Delaware Trustee on behalf of the Certificate Issuer shall execute, and the Certificate Trustee shall authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive.

Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee and the Certificate Registrar duly executed by the Certificateholder thereof or its attorney duly authorized in writing.

No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Certificate Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

All Certificates surrendered for registration of transfer or exchange shall be cancelled and subsequently destroyed by the Certificate Trustee in accordance with its customary practices.

The preceding provisions of this Section notwithstanding, the Certificate Issuer shall not be required to make and the Certificate Registrar need not register transfers or exchanges of any Certificate for a period of 15 days preceding the date for any payment with respect to the Certificate.

Section 2.07 Certificateholders’ Lists and Reports by Certificate Trustee.

(a) The Certificate Issuer To Furnish Certificate Trustee with Names and Addresses of Certificateholders. The Certificate Registrar on behalf of the Certificate Issuer will furnish or cause to be furnished to the Certificate Trustee within 15 days after each Record Date, and at such other times as the Certificate Trustee may request in writing, within 30 days after receipt by the Certificate Issuer of any such request, a list, in such form as the Certificate Trustee may reasonably require, of all information in the possession or control of the Certificate Issuer as to the names and addresses of the Certificateholders, in each case as of a date not more than 15 days prior to the time such list is furnished. So long as the Certificate Trustee is the sole Certificate Registrar and a copy of the Certificate Register is being furnished to the Certificate Trustee pursuant to Section 6.12, no such list need be furnished.

Upon the written request of any Certificateholder or Certificateholders of record holding Certificates evidencing not less than ten percent of the aggregate Outstanding Amount of Certificates, the Certificate Trustee shall afford such Certificateholder or Certificateholders access during business hours to the current list of Certificateholders for purposes of communicating with other Certificateholders with respect to their rights under this Certificate Indenture.

(b) Preservation of Information. The Certificate Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders contained in the most recent list furnished to the Certificate Trustee as provided in Section 6.12 or Section 2.07(a), as the case may be, and the names and addresses of Certificateholders received by the Certificate Trustee in its capacity as Certificate Registrar, if so acting. The Certificate Trustee may destroy any list furnished to it as provided in Section 6.12 or Section 2.07(a), as the case may be, upon receipt of a new list so furnished.

(c) Communications Among Certificateholders. Certificateholders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Certificateholders with respect to their rights under this Certificate Indenture or under the Certificates.

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(d) Reports by Certificate Trustee. To the extent that any of the events described in Section 313(a) of the Trust Indenture Act shall have occurred, within 60 days after December 31 of each year, commencing with the year 2013, the Certificate Trustee shall transmit to the Certificateholders (and make available on its website, currently https://www.usbank.com/abs), as provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such December 31, if required by Section 313(a) of the Trust Indenture Act. The Certificate Trustee also shall comply with Section 313 (b) of the Trust Indenture Act.

A copy of each report at the time of its transmission to Certificateholders shall be filed by the Certificate Trustee with the Commission and with each stock exchange, if any, on which the Certificates are listed and of which listing the Certificate Trustee has been informed. The Certificate Issuer shall notify the Certificate Trustee if and when the Certificates are listed on any stock exchange.

(e) Reports by the Certificate Issuer. Pursuant to Section 314(a)(4) of the Trust Indenture Act, the Administrative Trustee, on behalf of the Certificate Issuer, shall furnish to the Certificate Trustee, not less often than annually and prior to March 30 of each year, commencing March 30, 2014, a certificate prepared by such Administrative Trustee on behalf of the Certificate Issuer as to the Certificate Issuer’s compliance with all conditions and covenants under this Certificate Indenture. For purposes of this Section 2.07(e), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Certificate Indenture. In addition, the Certificate Trustee shall transmit such certificate to the Certificateholders.

(f) Protections. The Certificate Issuer, the Certificate Trustee and the Certificate Registrar shall have the protection of Section 312(c) of the Trust Indenture Act.

Section 2.08 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Certificate Registrar and the Certificate Trustee such security, indemnity or bond as may be required by them to save each of them harmless, then, in the absence of notice to the Certificate Registrar or the Certificate Trustee that such Certificate has been acquired by a bona fide purchaser, the Delaware Trustee, on behalf of the Certificate Issuer shall execute, and the Certificate Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate (of the same Tranche as the Certificate so mutilated, destroyed, lost or stolen) of like Original Principal Amount. In connection with the issuance of any new Certificate under this Section 2.08, the Certificate Trustee shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 2.08 shall constitute conclusive evidence of the same interest in the Certificate Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Every replacement Certificate issued pursuant to this Section 2.08 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Certificate Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Certificate Indenture equally and proportionately with any and all other Certificates duly issued hereunder.

Section 2.09 Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Certificate Trustee, the Certificate Registrar and any Paying Agent of the Certificate Trustee may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes whatsoever, and none of the Certificate Trustee, the Certificate Registrar nor any Paying Agent of the Certificate Trustee shall be affected by any notice to the contrary.

Section 2.10 Cancellation. All Certificates surrendered for payment or transfer or exchange shall, if surrendered to any party hereto other than the Certificate Registrar, be delivered to the Certificate Registrar for cancellation. No Certificates shall be authenticated in lieu of or in exchange for any Certificates cancelled as provided in this Section 2.10, except as expressly permitted by this Certificate Indenture. All cancelled Certificates held by the Certificate Registrar shall be delivered to the Certificate Trustee and, in accordance with Section 2.06, destroyed.

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Section 2.11 Limitation of Liability for Payments. Except as otherwise provided in this Certificate Indenture, including without limitation in Section 2.01 hereof, all payments or distributions made to Holders of Certificates under this Certificate Indenture in respect of the Bonds of a Bond Issuer shall be made only from the Trust Property with respect to that Tranche of Certificates and only to the extent that the Certificate Trustee shall have sufficient income or proceeds from such Trust Property to make such payments in accordance with the terms of Article IV of this Certificate Indenture. Except as otherwise provided in this Certificate Indenture, including without limitation in Section 2.01 hereof, each Holder of a Certificate of any Tranche, by its acceptance of a Certificate of that Tranche, agrees that it will look solely to the income and proceeds from the Trust Property with respect to that Tranche to the extent available for distribution to the Holder thereof as provided in this Certificate Indenture. It is expressly understood and agreed by the parties hereto that (a) the Certificates are executed, authenticated and delivered by the Delaware Trustee and the Certificate Trustee, respectively, not individually or personally but solely in their respective capacity as Delaware Trustee and Certificate Trustee in the exercise of the powers and authority conferred and vested in them, and (b) under no circumstances shall the Delaware Trustee or Certificate Trustee be personally liable for the payment of any of the Certificates or any indebtedness or expenses of the Certificate Issuer, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Certificate Issuer under this Certificate indenture.

Section 2.12 Book-Entry and Definitive Certificates.

(a) The Certificates of any Tranche may be issued in the form of one or more typewritten certificates representing the Book-Entry Certificates of that Tranche, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Certificate Issuer. In such case, the Certificates of such Tranche delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive Certificate representing such Certificate Owner’s interest in the Certificate of such Tranche, except as provided in Section 2.12(c) below. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) of such Tranche have been issued pursuant to Section 2.12(c) below:

(i) the provisions of this Section 2.12(a) shall be in full force and effect with respect to the Certificates of such Tranche;

(ii) the Certificate Issuer, the Paying Agent, the Certificate Registrar and the Certificate Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Certificates of such Tranche) as the authorized representative of the Certificate Owners of Certificates of such Tranche;

(iii) to the extent that the provisions of this Section 2.12 conflict with any other provisions of this Certificate Indenture, the provisions of this Section 2.12 shall control;

(iv) the rights of Certificate Owners of such Tranche shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Tranche are issued pursuant to Section 2.12(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the Certificates of such Tranche to such Clearing Agency Participants; and

(v) whenever this Certificate Indenture requires or permits actions to be taken based upon instructions or directions of Certificateholders holding Certificates of such Tranche representing a specified percentage of the aggregate Outstanding Amount of Certificates of such Tranche, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants owning or representing, respectively, Certificates representing such percentage of the aggregate Outstanding Amount of Certificates of such Tranche, and has delivered such instructions to the Certificate Trustee; the Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.

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(b) Whenever notice or other communication to the Holders of Certificates of any Tranche issued in the form of Certificates representing Book-Entry Certificates is required under this Certificate Indenture, unless and until Definitive Certificates of such Tranche shall have been issued pursuant to Section 2.12(c), the Certificate Trustee shall give all such notices and communications specified herein to be given to Holders of Certificates of such Tranche to the Clearing Agency.

(c) If (i) the Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates of a Tranche, and the Certificate Trustee or the Certificate Issuer is unable to locate a qualified successor, (ii) the Certificate Issuer (with the prior written approval of the Bond Issuers) at its option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates of such Tranche or (iii) after the occurrence of a Bond Event of Default with respect to any Tranche of Certificates, Certificate Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Certificates advise the Clearing Agency and the Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners and the Certificate Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of the typewritten certificate or certificates representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions, and upon written direction by the Certificate Issuer, the Delaware Trustee shall execute on behalf of the Certificate Issuer and the Certificate Trustee shall authenticate the Definitive Certificates in accordance with the instructions of the Clearing Agency. None of the Certificate Issuer, the Certificate Registrar or the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Certificate Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders.

Section 2.13 Tax Treatment.

(a) It is the intention of the parties hereto that the Certificate Issuer shall be treated as a “grantor trust” for federal income tax purposes and all transactions contemplated by this Certificate Indenture will be reported consistent with such treatment.

(b) The provisions of this Certificate Indenture shall be construed, and the affairs of the Certificate Indenture shall be conducted, so as to achieve treatment of the Certificate Indenture as a “grantor trust” for federal income tax purposes.

Section 2.14 Security Interest. The Certificate Issuer hereby makes the following representations and warranties. Other than the security interest granted to the Certificate Trustee pursuant to this Certificate Indenture, the Certificate Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Trust Property and no security agreement, financing statement or equivalent security or Lien instrument listing the Certificate Issuer as debtor covering all or any part of the Trust Property is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Certificate Issuer in favor of the Certificate Trustee on behalf of the Certificateholders in connection with this Certificate Indenture. This Certificate Indenture constitutes a valid and continuing Lien on, and first priority perfected security interest in, the Trust Property in favor of the Certificate Trustee on behalf of the Certificateholders, which Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Certificate 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. This Certificate Indenture creates valid, enforceable and continuing first priority perfected security interest (as defined in the UCC) in the Trust Property securing the Secured Obligations in favor of the Certificate Trustee on behalf of the Certificateholders. The Certificate Issuer has good and marketable title to the Trust Property free and clear of any Lien, claim or encumbrance of any Person other than the Liens of this Certificate Indenture. The Certificate Issuer has taken all action necessary to perfect the security interest in the Trust Property granted to the Certificate Trustee for the benefit of the Certificateholders. The Certificate Issuer has filed 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 Trust Property granted to the Certificate Trustee. The Certificate Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Certificate Issuer that include a description of all or any part of the Trust Property other than those filed in favor of the Certificate Trustee. The Certificate Issuer is not aware of

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any judgment or tax Lien filings against the Certificate Issuer. The Certificate Issuer has delivered the certificated Bonds to the Certificate Trustee, together with duly executed bond powers covering such Bonds, for the benefit of Certificateholders and the Certificate Trustee agrees to hold the Bonds in the State of New York. Each Certificate Account constitutes a “deposit account” or “securities account” within the meaning of the UCC. Each Certificate Account constituting a deposit account shall be maintained with the Certificate Trustee. The Certificate Issuer has taken all steps necessary to cause the Securities Intermediary of each securities account to identify in its records the Certificate Trustee as the person having a security entitlement against the Securities Intermediary in such securities account, no Certificate Account constituting a securities account is in the name of any Person other than the Certificate Trustee, and the Certificate Issuer has not consented to the Securities Intermediary of any such Certificate Account constituting a securities account to comply with entitlement orders of any Person other than the Certificate Trustee. All of the Trust Property constituting investment property (but expressly excluding the Bonds) has been and will have been credited to a Certificate Account constituting a securities account, and the Securities Intermediary for such Certificate Accounts has agreed to treat all assets credited to such Certificate Accounts as “financial assets” within the meaning of the UCC. Accordingly, the Certificate Trustee has a first priority perfected security interest in each Certificate Account and (a) to the extent constituting a deposit account, all funds on deposit therein and (b) to the extent constituting a securities account, all funds and financial assets on deposit therein and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.14 shall survive the execution and delivery of this Certificate Indenture and the issuance of any Certificates, shall be deemed re-made on each date on which any funds in the Certificate Account are distributed to the Certificate Issuer or otherwise released from the Lien of the Certificate Indenture and may not be waived by any party hereto.

ARTICLE III

COVENANTS

Section 3.01 Compliance with Declaration of Trust. The Certificate Issuer covenants and agrees to operate in strict conformity with the Declaration of Trust, the terms of which are incorporated herein by reference, and shall not amend the Declaration of Trust except as expressly permitted thereunder or in any manner that would adversely affect the interests of the Certificateholders.

This Certificate Indenture and the Declaration of Trust shall, together, constitute the governing instrument of the Trust. To the extent that the provisions of this Certificate Indenture and the Declaration of Trust conflict with respect to the issuance of the Certificates and the rights of the holders thereof, this Certificate Indenture shall control.

Section 3.02 No Additional Certificates. The Certificate Issuer shall not issue any additional Certificates hereunder, except pursuant to Section 2.06 and Section 2.08.

Section 3.03 Protection of Trust Property. The Certificate Issuer will from time to time execute and deliver all such supplements and amendments hereto and make all such filings of UCC financing statements, UCC continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(i) maintain or preserve the Liens and security interest (and the priority thereof) of this Certificate 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 Certificate Indenture;

(iii) enforce any of the Trust Property;

(iv) preserve and defend title to the Trust Property and the rights of the Certificate Trustee and the Certificateholders in such Trust Property 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 Trust Property.

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The Certificate Issuer hereby designates the Certificate Trustee its agent and attorney-in-fact with authorization to execute and/or file on behalf of the Certificate Issuer any filings of UCC financing statements, UCC continuation statements or other instruments required to be filed by the Certificate Issuer pursuant to this Section 3.03, it being understood that the Certificate Trustee shall have no such obligation.

Section 3.04 Opinions as to Trust Property.

(a) On the Issuance Date, the Certificate Issuer shall furnish to the Certificate Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, (A) such action has been taken (and reciting the details of such action) with respect to the recording and filing of this Certificate Indenture and any other requisite documents, and with respect to the execution and filing of any UCC financing statements and UCC continuation statements, as are necessary to perfect the Lien and security interest of this Certificate Indenture, or (B) no such action is necessary to make such Lien and security interest effective. The delivery of the Opinion of Counsel referred to in Section 2.02 shall be deemed to satisfy this requirement.

(b) Within ninety days after the beginning of each calendar year beginning with the calendar year beginning January 1, 2014, the Certificate Issuer shall furnish to the Certificate Trustee an Opinion of Counsel of counsel of the Certificate Issuer 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 Certificate Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the Liens and the first priority perfected security interest created by this Certificate 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 Liens and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Certificate Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required within the twelve-month period following the date of such opinion to maintain the Liens and the first priority perfected security interest created by this Certificate Indenture.

Section 3.05 Further Instruments and Acts. Upon request of the Certificate Trustee, the Certificate Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Certificate Indenture. The Certificate Issuer will take all actions, and make all filings, necessary to obtain and maintain first priority perfected security interests in the Trust Property in favor of the Certificate Trustee.

ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

Section 4.01 Certificate Accounts.

(a) (i) The Certificate Trustee shall establish and maintain or shall cause to be established with the Securities Intermediary, as applicable, for the Certificate Issuer, on behalf of the Holders of Certificates of each Tranche one or more segregated trust accounts with respect to such Tranche (each, a “Certificate Account”), which shall be non-interest bearing deposit accounts maintained with the Certificate Trustee or constituting securities accounts, as provided in Section 4.04, located at the Certificate Trustee’s Corporate Trust Office, or at another Eligible Institution, in each case in the name of the Certificate Trustee. The Certificate Trustee shall hold each Certificate Account in trust for the benefit of the Holders of Certificates, and shall make or permit withdrawals therefrom only as provided in this Certificate Indenture. On each day when a Payment or Special Payment (other than a Special Payment that represents the proceeds of any sale pursuant to Article V hereof by the Certificate Trustee of any Bond of a Bond Issuer or amounts recovered by the Certificate Trustee from any judicial proceeding instituted by the Certificate Trustee pursuant to Section 5.03 hereof) is made to the Certificate Trustee, as holder of Bonds of such Bond Issuer of any Tranche, the Certificate Trustee upon receipt shall immediately deposit the aggregate amount of such Payment or Special Payment in a Certificate Account for the corresponding Tranche of Certificates. Upon the sale of any Bond of a Bond Issuer by the Certificate Trustee pursuant to Article V and the realization of any proceeds thereof or the institution of any judicial proceeding by the Certificate Trustee pursuant to Section 5.03 hereof and the realization of any amounts therefrom, the Certificate Trustee shall deposit the aggregate amount of such proceeds as a Special Payment in the respective Certificate Accounts for each Tranche of Certificates. All Special Payments not promptly distributed shall be deposited in a Certificate Account constituting a securities account as provided in Section 4.04.

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(ii) The Certificate Trustee hereby confirms that the applicable Certificate Accounts are, or at inception will be established as, a “deposit account” as such term is defined in the UCC.

(iii) The Securities Intermediary hereby confirms that (A) the applicable Certificate Accounts are, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (B) 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 securities accounts, and (C) the Certificate Trustee is the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of the UCC) with respect to such securities accounts and no 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 securities accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property (but expressly excluding the Bonds), financial asset, security, instrument or cash) received by it will be credited to the applicable Certificate Account and shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

(iv) Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Certificate Trustee and the Securities Intermediary for purposes of the UCC, and the Certificate Accounts (as well as the securities entitlements related thereto, to the extent such Certificate Accounts constitute securities accounts) shall be governed by the laws of the State of New York.

(b) The Certificate Trustee shall present each Bond to the applicable Bond Trustee for payment on its Final Maturity Date, or, in the case of any repayment of a Bond in full prior to its Final Maturity Date, on the applicable Payment Date therefor.

(c) The Certificate Trustee (or any Paying Agent other than the Certificate Trustee) shall have sole dominion and exclusive control over all amounts in the Certificate Accounts and shall apply such amounts therein as provided in this Article IV. Except as provided in Section 4.04, funds in the Certificate Account shall not be invested.

(d) The Certificate Trustee shall maintain separate and distinct records for each Tranche of Certificates. The Certificate Trustee will not (i) maintain the corporate, financial and accounting books and records and statements of the Certificate Issuer or any Tranche of Certificates in a manner such that they cannot be separated from those of any other Tranche of Certificates, (ii) take any action that would cause the funds and other Trust Property corresponding to a Tranche of Certificates not to be identifiable or the bank accounts, corporate records and books of account, if any, of the corresponding Tranches of Bonds not to be separable from those corresponding to any other Tranche and (iii) take any actions with respect to any Tranche of Certificates except in its capacity as Certificate Trustee.

Section 4.02 Distributions from Certificate Accounts.

(a) On any Distribution Date, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Tranche of Certificates, in the manner described in Section 4.02(e), the entire amount of such Payment deposited therein pursuant to Section 4.01(a); provided, however, and in the event receipt of any such Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Business Day. There shall be so distributed to each Holder of such Tranche of Certificates on the Record Date with respect to such Distribution Date (other than as provided in Section 9.01 with respect to a final distribution) such Certificateholder’s fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Tranche held by such Certificateholder) of the aggregate amount in the related Certificate Account. The foregoing notwithstanding, if a Payment is not received by the Certificate Trustee by the day that is five days after the related Payment Date, but is subsequently received, it will be treated as a Special Payment pursuant to Section 4.02(b).

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The final distribution with respect to any Certificate will be made only upon presentation and surrender of such Certificate at the office or agency of the Certificate Trustee specified in the notice given by the Certificate Trustee with respect to such final payment. The Certificate Trustee will provide notice of a final distribution to each Holder as of the date such notice is given with respect to any Certificate as soon as practicable following receipt of the notices from the Bond Trustees of the final payments on the corresponding Bonds.

(b) On each Special Distribution Date with respect to the distribution of any Special Payment with respect to any Tranche of Bonds of a Bond Issuer, the Certificate Trustee shall distribute out of the Certificate Account for the corresponding Tranche of Certificates, in the manner described in Section 4.02(e), the entire amount of such Special Payment deposited therein pursuant to Section 4.01(a) and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04; provided, however, that in the event receipt of any such Special Payment is not confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) on such Special Distribution Date, distribution thereof shall be made on the day receipt thereof is confirmed by the Certificate Trustee by 1:00 p.m. (New York City time) or, if receipt thereof is confirmed by the Certificate Trustee after 1:00 p.m. (New York City time), on the following Business Day. There shall be so distributed to each Holder of such Tranche of Certificates on the Special Record Date with respect to such Special Distribution Date (other than as provided in Section 9.01 with respect to a final distribution) such Certificateholder’s fractional undivided share (based on the aggregate Outstanding Amount of Certificates of such Tranche held by such Certificateholder) of the aggregate amount of such Special Payment and any income and earnings received from the investment of such Special Payment pursuant to Section 4.04.

(c) The Certificate Trustee shall allocate amounts distributed to Holders of Certificates of any Tranche on any Distribution Date or Special Distribution Date as follows: (i) to the extent such amounts represent the proceeds of the sale of any Bond of a Bond Issuer by the Certificate Trustee pursuant to Article V or amounts recovered by the Certificate Trustee from any judicial proceeding instituted by the Certificate Trustee pursuant to Section 5.03, such amounts shall be allocated first, to due and unpaid interest pro rata on each Tranche of Certificates based on the respective amounts of interest owed on the Certificates of each such Tranche and second, to due and unpaid principal pro rata on each Tranche of Certificates based on the respective outstanding principal amount of the Certificates of each Tranche, (ii) to the extent such amounts represent payments of principal of the corresponding Tranche of Bonds of a Bond Issuer, such amounts shall be allocated to principal of such Certificates and (iii) all other such amounts shall be allocated to interest on such Certificates. The Certificate Trustee may conclusively rely on the payment statement received by it from each Servicer pursuant to its Servicing Agreement with any payment in respect of any Tranche of Bonds of a Bond Issuer as to whether the amount so paid in respect of the Bonds of such Bond Issuer is in respect of principal of or interest on such Bonds. If no statement is received, such payments received with respect to any Tranche of Bonds of any Bond Issuer shall first be allocable to interest to the extent of interest accrued and payable on such Tranche of Bonds, and then to principal.

(d) The Certificate Trustee shall cause notice of each Special Payment with respect to any Tranche of Bonds of a Bond Issuer to be sent to each Holder of Certificates of the corresponding Tranche at its address as it appears in the Certificate Register. In the case of any Special Payment, such notice shall be sent not less than 20 days prior to the Special Distribution Date on which any Special Payment is scheduled to be distributed in respect of Certificates of such Tranche stating such anticipated Special Distribution Date. Any such notice sent by the Certificate Trustee shall set forth:

(i) the Special Distribution Date, and the Special Record Date (except as otherwise provided in Section 9.01);

(ii) the amount of the Special Distribution for each $1,000 Original Principal Amount of Certificates of the applicable Tranche and the amount thereof constituting principal and interest;

(iii) the reason for the Special Distribution; and

(iv) the total amount to be received on such date for each $1,000 Original Principal Amount of Certificates of the applicable Tranche but only, in the case of a Special Payment, if the related Special Distribution Date is also a Distribution Date.

(e) Distributions to Holders of Certificates shall be by check sent by first-class mail to the address of such Holder appearing on the Certificate Register at the relevant Record Date or Special Record Date or, upon written application of a Holder of Certificates of any Tranche in the Original Principal Amount of $1,000,000 or more to the Certificate Trustee made at any time not later than such Record Date or Special Record Date or continuing in effect from a prior request, by wire transfer in immediately available funds to the account of such Holder at such bank

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located in New York, New York, having wire transfer capability as may be designated by such Holder; except that the final distribution in respect of any Certificate shall be made only as provided in Section 9.01. The foregoing notwithstanding, any distributions made to Cede & Co., as the nominee of the initial Clearing Agency, shall be made by wire transfer of immediately available funds.

Section 4.03 Statements to Certificateholders.

(a) On each Distribution Date, Special Distribution Date or any other date specified herein for distribution of any payments with respect to any Tranche of Certificates, or as soon as practicable following such Distribution Date, Special Distribution Date or other date (unless the Certificate Trustee is the Bond Trustee for the Bonds to which such date applies and the statement required below (prepared by the Servicers and provided to the Bond Trustee) is provided by such Bond Trustee no later than two Business Days prior to such distribution), the Certificate Trustee will send and make available on its website (currently https://www.usbank.com/abs), with respect to each distribution, to Holders of Certificates of such Tranche a statement (prepared by the Servicers and provided to the Bond Trustee to provide to the Certificate Trustee) with respect to such distribution to be made on such Distribution Date, Special Distribution Date or other date, as the case may be, setting forth the following information:

(i) the amount of such distribution to Holders of Certificates allocable to (A) principal and (B) interest in respect of the Bonds of each Bond Issuer, in each case per $1,000 Original Principal Amount of each Tranche of Certificates;

(ii) the aggregate outstanding principal balance of the Certificates in respect of the Bonds of each Bond Issuer, after giving effect to payments allocated to principal reported under (i) above;

(iii) the difference, if any, between the aggregate outstanding principal balance of the Certificates scheduled to be outstanding on such date according to the Expected Amortization Schedule and the same information in respect of the Bonds of each Bond Issuer.

(iv) the amount on deposit in the Capital Subaccount for each Bond Issuer as of such date, after giving effect to the payments and deposits to be made on such date, and the Required Capital Level for each Bond Issuer;

(v) any amounts on deposit in the Excess Funds Subaccount of each Bond Issuer as of such date, after giving effect to the payments and deposits to be made on such date;

(vi) the amount paid by each Bond Issuer to each of the Bond Trustees and the Delaware Trustee and Certificate Trustee since the previous payment date to and including such payment date;

(vii) the amount paid by each Bond Issuer to the related Servicer since the previous payment date to and including such payment date;

(viii) the amount paid by each Bond Issuer to the related Administrator since the previous payment date to and including such payment date; and

(ix) any other transfers and payments made pursuant to each Bond Indenture since the previous payment date.

In providing the foregoing statement, the Certificate Trustee may rely upon the statements provided by any Bond Trustee pursuant to Section 6.06 of the Bond Indentures (such statements prepared by the Servicers and provided to the Bond Trustee). The Certificate Trustee shall distribute each report distributed to Holders to the Rating Agencies.

(b) Within a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Certificate Trustee shall furnish to each Person who at any time during such calendar year was a Holder of any Tranche of Certificates and received a distribution thereon, a statement containing the sum of the

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amounts determined pursuant to clause (a) (i) above with respect to such Tranche of Certificates for such calendar year, or, in the event such Person was a Holder of such Tranche of Certificates during a portion of such calendar year, for the applicable portion of such year, and such other items as are readily available to the Certificate Trustee and that a Certificateholder shall reasonably request as necessary for the purpose of such Certificateholder’s preparation of its federal and state income tax returns.

Section 4.04 Investment of Special Payment Moneys. Any money received by the Certificate Trustee pursuant to Section 4.01(a) representing a Special Payment that is not to be promptly distributed, to the extent practicable, shall be deposited in the proper Certificate Account (also constituting a securities account) and invested in Eligible Investments at the written direction of the Servicer for the Bonds for which such Special Payment has been made by the Certificate Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Eligible Investment maturing in not more than 60 days or such lesser time as is required for the distribution of any such funds on a Special Distribution Date pending the distribution of such funds to Certificateholders as described herein. The Certificate Trustee shall hold any such Eligible Investments until maturity. The Certificate Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04 (including any losses on such investments), other than by reason of the willful misconduct or negligence of the Certificate Trustee. All income and earnings from such investments shall be distributed, if and as received, on such Special Distribution Date as part of such Special Payment and shall be treated as payments of interest on the Certificates.

Section 4.05 Reduction in Principal. Any reduction in the principal amount of any Certificate effected by any distribution in respect of principal thereof shall be binding upon all Holders of such Certificate and of any Certificate issued upon the registration or transfer thereof or in lieu thereof, whether or not noted thereon.

ARTICLE V

DEFAULTS AND REMEDIES

Section 5.01 Events of Default.

(a) Event of Default means the occurrence and continuation of any Bond Event of Default. If any Bond Event of Default shall occur and be continuing, then, and in each and every case, the Certificate Trustee may vote all, and, upon the written direction of Holders representing not less than a majority of the Outstanding Amount of the Certificates then Outstanding, shall vote a corresponding majority of the Bonds issued by the Defaulting Bond Issuer in favor of declaring the unpaid principal amount of all such Bonds then outstanding and accrued interest thereon to be due and payable in accordance with the provisions thereof. In addition, if a Bond Event of Default shall have occurred and be continuing, the Certificate Trustee may vote all, and, upon the written direction of Holders representing not less than a majority of the Outstanding Amount of the Certificates then Outstanding, shall vote a corresponding majority, of the Bonds of the Defaulting Bond Issuer in favor of directing the Bond Trustee therefor as to the time, method and place of conducting any proceeding for any remedy available to such Bond Trustee, including the sale of any or all of the Collateral Granted to such Bond Trustee by the Defaulting Bond Issuer, without recourse to or warranty by the Certificate Trustee or any Certificateholder, to any Person, or of exercising any trust or power conferred on such Bond Trustee under its Bond Indenture.

(b) After a Bond Event of Default shall have occurred and be continuing, subject to Section 5.01(c), the Certificate Trustee may, and upon the written direction of Holders of Certificates representing not less than a majority of the Outstanding Amount of Certificates, by such officer or agent as it may appoint, shall, sell, convey, transfer and deliver any Bond or Bonds issued by the Defaulting Bond Issuer, without recourse to or warranty by the Certificate Trustee or any Certificateholder, to any Person, for cash, all upon such terms and conditions as the Certificate Trustee may reasonably deem advisable or, if so directed by the Certificateholders, upon such terms and conditions as the Certificateholders may approve.

(c) The foregoing provisions of Section 5.01(b) notwithstanding, the Certificate Trustee shall not sell any Bonds following the occurrence of any Bond Event of Default with respect to such Bonds, other than a Bond Event of Default arising with respect to such Bonds described in Section 5.01(a) or (b) of the Bond Indenture for such Bonds, unless (i) the Certificate Trustee determines that the amounts receivable from the Collateral securing such Bonds are not sufficient to pay in full the principal of and accrued interest on such Bonds and all amounts payable

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pursuant to clauses (i) through (iv) of Section 8.02(e) of the Bond Indenture for such Bonds and the Certificate Trustee obtains the written consent of Holders of Certificates representing 66-2/3 percent of the aggregate Outstanding Amount of all Tranches of the Certificates, or (ii) the Certificate Trustee obtains the written consent of Holders of Certificates representing 100 percent of the aggregate Outstanding Amount of all Tranches of the Certificates.

Section 5.02 Incidents of Sale of Bonds. Upon any sale of any Bonds of any Bond Issuer made either under the power of sale given under this Certificate Indenture or otherwise for the enforcement of this Certificate Indenture, the following shall be applicable:

(a) Certificateholders and Certificate Trustee May Purchase Bonds. Any Certificateholder, the Certificate Trustee in its individual or any other capacity or any other Person (other than any Seller) may bid for and purchase any of the Bonds, and upon compliance with the terms of sale, may hold, retain, possess and dispose of such Bonds in their own absolute right without further accountability.

(b) Receipt of Certificate Trustee Shall Discharge Purchaser. The receipt of the Certificate Trustee, on behalf of the Certificate Issuer, shall be a sufficient discharge to any purchaser for its purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or its personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or nonapplication thereof.

(c) Application of Moneys Received upon Sale. Any moneys collected by the Certificate Issuer or the Certificate Trustee upon any sale made either under the power of sale given by this Certificate Indenture or otherwise for the enforcement of this Certificate Indenture, shall be applied as provided in Section 4.02.

Section 5.03 Judicial Proceedings Instituted by Certificate Trustee. If there shall be a failure to make payment when due of the principal of (and, for the avoidance of doubt, this excludes the failure to pay principal on the Bonds in accordance with the Expected Amortization Schedule) or interest on any Bond of any Bond Issuer, then the Certificate Trustee in its own name, and as trustee of an express trust, as holder of such Bond, may, and if directed in writing by the Holders of a majority of the Outstanding Amount of the Certificates but subject to the provisions of Article VI, shall, to the extent permitted by and in accordance with the terms of such Bonds, be entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, including the power to make a demand on the Bond Trustee for such Bonds to take action under the Bond Indenture for such Bonds to enforce the Bonds, for the collection of the sums so due and unpaid on such Bonds and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid.

Section 5.04 Control by Certificateholders. The Holders of a majority of the Outstanding Amount of the Certificates (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Certificate Trustee, or exercising any trust or power conferred on the Certificate Trustee under this Certificate Indenture, including any right of the Certificate Trustee as holder of the Bonds of any Bond Issuer of the corresponding Tranche or Tranches, in each case unless a different percentage is specified herein; provided, however, that:

(a) such direction shall not be in conflict with any rule of law or with this Certificate Indenture and would not involve the Certificate Trustee in personal liability or expense;

(b) the Certificate Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of Certificates of such Tranche or Tranches not taking part in such direction;

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

(d) such Holders shall have offered to the Certificate Trustee security or indemnity against the costs, expenses or liabilities which may be incurred thereby; and

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(e) if a Bond Event of Default with respect to such Tranche of Bonds shall have occurred and be continuing, such direction shall not obligate the Certificate Trustee to vote more than a corresponding majority of the related Bonds held by the Certificate Trustee in favor of declaring the unpaid principal amount of the Bonds and accrued interest thereon to be due and payable or directing any action by the Bond Trustee for such Bonds with respect to such Bond Event of Default.

Section 5.05 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Bonds of a Bond Issuer as provided in Section 5.01, the Holders of Certificates of not less than a majority of the Outstanding Amount of the Certificates may direct the waiver of any past default or Bond Event of Default and its consequences except a default or Bond Event of Default (a) in the payment of principal of or interest on any of the Bonds of such Bond Issuer, (b) in respect of a covenant or provision under any Bond Indenture that cannot be modified or amended without the consent of the Holder of each Certificate of all Tranches affected or (c) in the deposit or distribution of any Payment or Special Payment under Section 4.01 or in the distribution of any payment under Section 4.02. Upon any such direction, the Certificate Trustee shall vote the percentage of the Bonds of the corresponding Tranche issued by such Defaulting Bond Issuer held by the Certificate Trustee as corresponds to the percentage of the aggregate Outstanding Amount of the Certificates of such Tranche held by Holders who directed the Certificate Trustee to waive such default or Bond Event of Default hereunder.

Upon any waiver that is effective under the terms of a Bond Indenture to waive a Bond Event of Default, such Bond Event of Default shall cease to exist with respect to this Certificate Indenture, and, in the case of a default, any Bond Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Certificate Indenture and any written direction given by the Certificate Trustee on behalf of the Certificateholders to the Bond Trustee for the Bonds under which such Bond Event of Default has been waived or in respect of any such Bonds shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other default or Bond Event of Default or impair any right consequent thereon.

Section 5.06 Right of Certificateholders To Receive Payments Not To Be Impaired. Anything in this Certificate Indenture to the contrary notwithstanding, including Section 5.07 hereof, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.02 hereof on the Certificates when due, or to institute suit for the enforcement of any such payment on or after the applicable Distribution Date, Special Distribution Date or other date specified herein for the making of such payment, shall not be impaired or affected without the consent of such Certificateholder.

Section 5.07 Certificateholders May Not Bring Suit Except Under Certain Conditions. A Certificateholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Certificate Indenture, for the appointment of a receiver or for the enforcement of any other remedy under this Certificate Indenture and each Holder agrees, by its acceptance of any Certificate, to the fullest extent permitted by law, not to avail itself of any remedies, unless:

(a) such Certificateholder has previously given written notice to the Certificate Trustee of a continuing Bond Event of Default with respect to the Tranche of Certificates held by such Holder;

(b) the Holders of not less than a majority of the Outstanding Amount of the Certificates have made written request to the Certificate Trustee to institute such action, suit or proceeding in respect of such Bond Event of Default in its own name as Certificate Trustee hereunder;

(c) such Certificateholder or Certificateholders have offered to the Certificate Trustee indemnity satisfactory to it against the costs, expenses (including legal fees and expenses) and liabilities to be incurred in complying with such request;

(d) the Certificate Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such action, suit or proceedings; and

(e) no direction inconsistent with such written request has been given to the Certificate Trustee during such 60-day period by the Holders of at least a majority of the Outstanding Amount of the Certificates;

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it being understood and intended that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Certificate Indenture to affect, disturb or prejudice the rights of any other Holders of Certificates or to obtain or to seek to obtain priority or preference over any other Certificateholders or to enforce any right under this Certificate Indenture, except in the manner herein provided. The provisions of this Section 5.07 shall be deemed to modify, to the fullest extent permitted by law, the rights of the Certificateholders under Section 3816 of the Statutory Trust Statute.

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

Section 5.08 Certificate Trustee May Bring Suit. If there shall be a breach of the State Pledge by the State of Ohio, then the Certificate Trustee, in its own name and as trustee of an express trust, as holder of the Bonds, shall be, to the extent permitted by state and federal law, entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, to enforce the State Pledge and to collect any monetary damages as a result of a breach thereof, and may prosecute any such suit, action or proceeding to final judgment or decree.

Section 5.09 Remedies Cumulative. No remedy given hereunder to the Certificate Trustee or to any of the Certificateholders shall be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise.

ARTICLE VI

THE CERTIFICATE TRUSTEE

Section 6.01 Notice of Defaults. As promptly as practicable after, and in any event within 30 days after, receipt by a Responsible Officer of the Certificate Trustee of written notice or actual knowledge of the occurrence of any default (as such term is defined below) hereunder, the Certificate Trustee shall transmit to the Certificate Issuer, the Bond Trustee for the Bond Indenture under which such default has arisen and the Holders of Certificates in accordance with Section 313(c) of the Trust Indenture Act, notice of such default, unless such default shall have been cured or waived; provided, however, that, except in the case of a default hereunder with respect to any Tranche of Certificates arising from a default under any Bond Indenture in the payment of the principal of or interest on any Bond, the Certificate Trustee shall be fully protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Certificate Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Certificates. For the purpose of this Section, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to a Tranche of Certificates.

Section 6.02 Duties of Certificate Trustee.

(a) If an Event of Default has occurred and is continuing, the Certificate Trustee shall exercise the rights and powers vested in it by this Certificate 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 Certificate Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Certificate Indenture and no implied covenants or obligations shall be read into this Certificate Indenture against the Certificate Trustee; and

(ii) in the absence of bad faith on its part, the Certificate 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 Certificate Trustee and conforming to the requirements of this Certificate Indenture; however, the Certificate Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Certificate Indenture.

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

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

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

(iii) the Certificate 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 hereunder.

(d) Every provision of this Certificate Indenture that in any way relates to the Certificate Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.02.

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

(f) Money held in trust by the Certificate Trustee need not be segregated from other funds except to the extent required by law, including Section 3804(a) of the Statutory Trust Statute, or the terms of this Certificate Indenture.

(g) Every provision of this Certificate Indenture relating to the conduct or affecting the liability of or affording protection to the Certificate Trustee shall be subject to the provisions of this Section 6.02 and to the provisions of the Trust Indenture Act.

(h) Under no circumstances shall the Certificate Trustee be liable for any indebtedness of the Certificate Issuer.

(i) Commencing with March 15, 2014, and to the extent required by law, on or before March 15th of each fiscal year ending December 31, the Certificate Trustee shall (i) deliver to the Certificate Issuer and each Bond Issuer a report (in form and substance reasonably satisfactory to each Bond Issuer and addressed to each Bond Issuer and signed by an authorized officer of the Certificate Trustee) regarding the Certificate Trustee’s assessment of compliance, during the immediately preceding fiscal year ending December 31, with servicing criteria 1122(d)(2)(i), 1122(d)(2)(ii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(3)(ii), 1122(d)(3)(iii) and 1122(d)(3)(iv) set forth in Item 1122 of Regulation AB, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Certificate Issuer and each Bond Issuer a report of an Independent registered public accounting firm reasonably acceptable to each Bond Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Certificate Trustee and delivered pursuant to clause (i).

Section 6.03 Certain Rights of Certificate Trustee. Subject to the provisions of Section 315 of the Trust Indenture Act:

(a) the Certificate Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Certificate Issuer mentioned herein shall be sufficiently evidenced by a Request;

(c) before the Certificate Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel of external counsel of the Certificate Issuer (at no cost or expense to the Certificate Trustee) that such action is required or permitted hereunder. The Certificate Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel;

(d) The Certificate Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel;

(e) the Certificate Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Certificate Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Certificateholders pursuant to this Certificate Indenture, unless such Certificateholders shall have offered to the Certificate Trustee security or indemnity satisfactory to it against the cost, expenses (including reasonable legal fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction;

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(f) the Certificate Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document;

(g) the Certificate Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Certificate Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any agent, attorney, custodian or nominee appointed with due care by it hereunder; and the Certificate Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its duties under the Certificate Indenture, provided that the Certificate Trustee shall not be obligated to give such notice (i) if the Certificate Issuer or the requisite Holders have directed the Certificate Trustee to appoint such agent, custodian or nominee (in which event the Certificate Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default on account of non-payment of principal or interest on the Certificates or insolvency of a Bond Issuer has occurred and is continuing;

(h) the Certificate Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Certificate Trustee, or exercising any trust or power conferred upon the Certificate Trustee, under this Certificate Indenture;

(i) the Certificate Trustee shall not be required to expend or risk its own funds 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 for believing that repayment of such funds or indemnity satisfactory to it against such risk is not reasonably assured to it;

(j) the Certificate Trustee shall not be personally liable for any action taken or suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Certificate Indenture so long as that the Certificate Trustee’s conduct does not constitute willful misconduct, negligence or bad faith;

(k) in the event that the Certificate Trustee is also acting as Paying Agent, Authenticating Agent or Certificate Registrar hereunder, the rights and protections afforded to the Certificate Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, Authenticating Agent or Certificate Registrar;

(l) the Certificate Trustee shall not be charged with knowledge of any Bond Event of Default unless a Responsible Officer obtains actual knowledge of such event or the Certificate Trustee receives written notice of such event from the Certificate Issuer, any Bond Trustee, any Servicer or a majority of the Holders of Certificates of the Tranche or Tranches so affected;

(m) without limiting its rights under bankruptcy law, when the Certificate Trustee incurs expenses or renders services in connection with the insolvency or bankruptcy of any party hereto or with the Basic Documents to which it is a party, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy or insolvency law;

(n) in no event shall the Certificate Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Certificate Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

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(o) the right of the Certificate Trustee to perform any discretionary act enumerated in this Certificate Indenture shall not be construed as a duty, and the Certificate Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;

(p) the Certificate Trustee shall have no duty to file any financing statement or continuation statement evidencing a security interest, or to maintain any such filing, or to maintain any insurance;

(q) the Certificate Trustee shall have no obligation to supervise any Servicer or act as successor servicer, and shall not be liable for any default or misconduct of any Servicer; and

(r) the Certificate Trustee shall not be required to give any bond or surety in respect of the execution of the trust created hereby or the powers granted hereunder.

Section 6.04 Certificate Trustee’s Disclaimer. The recitals contained herein and in the Certificates, except the certificates of authentication, shall not be taken as the statements of the Certificate Trustee, and the Certificate Trustee assumes no responsibility for their correctness. Except as set forth in Section 6.15, the Certificate Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Certificate Indenture or the Certificates, it shall not be accountable for the Certificate Issuer’s use of the proceeds from the Certificates, and it shall not be responsible for any statement of the Certificate Issuer in the Certificate Indenture or in any document issued in connection with the sale of the Certificates or in the Certificates other than the Certificate Trustee’s certificate of authentication. The Certificate Trustee shall not be responsible for the form, character, genuineness, sufficiency, value or validity of any of the Trust Property, for the validity, priority or perfection of any Lien or security interest granted to it hereunder (except to the extent impaired by action or omission constituting negligence, bad faith or willful misconduct on the part of the Certificate Trustee), or for or in respect of the Certificates (other than the certificate of authentication for the Certificates) or the Basic Documents and the Certificate Trustee shall in no event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided in this Certificate Indenture. The Certificate Trustee shall not be liable for the default or misconduct of the Certificate Issuer or the Servicers under the Basic Documents or otherwise, and the Certificate Trustee shall have no obligation or liability to perform the obligations of such Persons.

Section 6.05 May Hold Certificates. The Certificate Trustee, any Paying Agent, any Certificate Registrar or any of their Affiliates or any other agent, in their respective individual or any other capacity, may become the owner or pledgee of Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Certificate Issuer, the Bond Issuers or the Bond Trustees with the same rights it would have if it were not Certificate Trustee, Paying Agent, Certificate Registrar or such other agent.

Section 6.06 Money Held in Trust. Money held by the Certificate Trustee or the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required herein or by law, including Section 3804(a) of the Statutory Trust Statute, and neither the Certificate Trustee nor the Paying Agent shall have any liability for interest upon any such moneys except as provided for herein.

Section 6.07 Compensation and Reimbursement; Indemnification.

(a) Pursuant to the Fee and Indemnity Agreement and subject to the terms and conditions thereof, the Bond Issuers have agreed to pay, or cause to be paid, to the Certificate Trustee from time to time reasonable compensation for its services and to reimburse it for its reasonable expenses.

(b) Pursuant to the Fee and Indemnity Agreement, to the fullest extent permitted by law but subject to the Cap, the Bond Issuers shall indemnify, defend and hold harmless the Certificate Trustee and any of the affiliates, officers, directors, employees and agents of the Certificate Trustee (the “Certificate Trustee Indemnified Persons”) from and against any and all losses, claims, actions, suits, taxes, damages, expenses and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Certificate Trustee Expenses”), to the extent that such Certificate Trustee Expenses arise out of or are imposed upon or asserted against such Certificate Trustee Indemnified Persons with respect to the creation, operation, dissolution or termination of the Certificate Issuer, the execution, delivery, enforcement or performance of the Declaration of Trust or this Certificate

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Indenture, as the case may be, or the transactions contemplated hereby, the failure of any Bond Issuer or any other Person (other than the Person being indemnified) to perform its obligations under the Fee and Indemnity Agreement or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the transactions contemplated thereby, but no Bond Issuer shall be required to indemnify any Certificate Trustee Indemnified Person for any Certificate Trustee Expenses that result from the willful misconduct or negligence of such Certificate Trustee Indemnified Person. The Bond Issuers will not, without the prior written consent of the Certificate Trustee Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.07(b), (whether or not the Certificate Trustee Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Certificate Trustee Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The obligations of the Bond Issuers to indemnify the Certificate Trustee Indemnified Persons shall survive the termination of the Fee and Indemnity Agreement, this Certificate Indenture and the resignation or removal of the Certificate Trustee.

Notwithstanding anything to the contrary in this Certificate Indenture, the Certificate Trustee shall have no recourse against the Certificate Issuer or the Bonds of any Bond Issuer or payments thereon or proceeds thereof for payment of any amounts required to be paid to the Certificate Trustee under this Section 6.07(b).

(c) Each initial Servicer has agreed in its Servicing Agreement to indemnify the Certificate Trustee (limited to such Servicer’s allocable portion) for all due and unpaid indemnity and other payments, of the applicable Bond Issuer under the applicable Basic Documents, that exceed the Cap.

Section 6.08 Corporate Certificate Trustee Required; Eligibility.

(a) The Certificate Trustee shall at all times be eligible to act as a trustee under Section 310(a) and Section 310(a)(5) of the Trust Indenture Act, shall have a combined capital and surplus of at least $50,000,000 and shall have a long-term debt rating of at least “A” (or the equivalent thereof) by Moody’s, Standard & Poor’s and Fitch. If such entity publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 6.08, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

(b) In determining whether the Certificate Trustee has a conflicting interest under Section 310(b) of the Trust Indenture Act and this Section, each other Tranche of Certificates will be treated as having been issued under an indenture other than this Certificate Indenture.

(c) If at any time the Certificate Trustee shall cease to be eligible in accordance with the provisions of this Section 6.08, the Certificate Trustee shall resign immediately in the manner and with the effect specified in Section 6.09.

Section 6.09 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Certificate Trustee and no appointment of a successor Certificate Trustee pursuant to this Article shall become effective (i) until the acceptance of appointment by the successor Certificate Trustee under Section 6.10 and (ii) other than in the case of paragraph (b) below, unless a successor Certificate Trustee has been appointed and has accepted such appointment and the Bond Issuers and the Certificate Issuer have received written confirmation from each of the Rating Agencies that no lowering or withdrawal of the then current ratings of any Tranche of Certificates will result from such appointment.

(b) The Certificate Trustee may resign at any time in the case of a conflicting interest as determined in accordance with Section 6.08(b) by giving written notice thereof to the Certificate Issuer, the Authorized Agents, the Bond Issuers and the Bond Trustees. If an instrument of acceptance by a successor Certificate Trustee shall not have been delivered to the Certificate Issuer and the Certificate Trustee within 30 days after the giving of such notice of resignation, the resigning Certificate Trustee may petition any court of competent jurisdiction for the appointment of a successor Certificate Trustee.

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(c) The Certificate Trustee may be removed at any time in the case of a conflicting interest as determined in accordance with Section 6.08(b) by Act of Certificateholders holding Certificates representing not less than 51 percent of the Outstanding Amount of the Certificates delivered to the Certificate Trustee and to the Certificate Issuer, the Bond Issuers and the Bond Trustees.

(d) Upon 30 days’ written notice, the Certificate Trustee (i) may resign with respect to the Certificates as a whole by giving such written notice to the Certificate Issuer, the Authorized Agents, the Bond Issuers and the Bond Trustees or (ii) may be removed with respect to the Certificates as a whole by Act of Certificateholders holding Certificates representing not less than a majority of the Outstanding Amount of Certificates delivered to the Certificate Issuer, the Bond Issuers and the Bond Trustees. If an instrument of acceptance by a successor Certificate Trustee with respect to the Certificates as a whole shall not have been delivered to the Certificate Issuer, the Bond Issuers and the Bond Trustees within 90 days after the giving of such notice of resignation or Act by the Certificateholders as a whole for removal of the Certificate Trustee, the Certificate Issuer may petition any court of competent jurisdiction for the appointment of a successor Certificate Trustee with respect to the Certificates as a whole.

(e) If at any time:

(i) the Certificate Trustee shall fail to comply with Section 310 of the Trust Indenture Act after written request therefor by the Certificate Issuer or by any Holder of Certificates who has been a bona fide Holder of Certificates for at least six months; or

(ii) the Certificate Trustee shall cease to be eligible under Section 6.08 and shall fail to resign after written request therefor by the Certificate Issuer or by any Certificateholder; or

(iii) the Certificate Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Certificate Trustee or of its property shall be appointed or any public officer shall take charge or control of the Certificate Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any case, (x) the Certificate Issuer may remove the Certificate Trustee or (y) any Holder of Certificates who has been a bona fide Holder of Certificates for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Certificate Trustee and the appointment of a successor Certificate Trustee.

(f) If a Responsible Officer of the Certificate Trustee shall have received written notice of an Avoidable Tax that has been or is likely to be asserted, the Certificate Trustee shall promptly notify the Certificate Issuer and the Bond Issuers thereof and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Certificate Trustee shall have received notice that either the Certificate Issuer or the Bond Issuers have agreed to pay such tax. In such event, the Certificate Issuer (with the prior written approval of the Bond Issuers) shall promptly appoint a successor Certificate Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein, an “Avoidable Tax” means a state or local tax: (i) upon (w) the Certificate Issuer, (x) the Trust Property, (y) the Certificateholders or (z) the Certificate Trustee for which the Certificate Trustee is entitled to seek reimbursement from the Trust Property, and (ii) that would be avoided if the Certificate Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if either the Certificate Issuer or the Bond Issuers shall agree to pay, and shall pay, such tax.

(g) If the Certificate Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Certificate Trustee for any reason, the Certificate Issuer (with the prior written approval of the Bond Issuers) shall promptly appoint a successor Certificate Trustee and Securities Intermediary. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Certificate Trustee shall be appointed by Act of the Certificateholders representing not less than a majority of the Outstanding Amount of the Certificates delivered to the Certificate Issuer, the Bond Trustees and the retiring Certificate Trustee, the successor Certificate Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Certificate Trustee and supersede the successor Certificate Trustee appointed as provided above. If no successor Certificate Trustee shall have been so appointed as provided above and accepted appointment in the manner

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hereinafter provided, any Holder of Certificates who has been a bona fide Holder of Certificates for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Certificate Trustee.

(h) The successor Certificate Trustee shall give notice of the resignation and removal of the Certificate Trustee and appointment of the successor Certificate Trustee by sending written notice of such event to the Holders as their names and addresses appear in the Certificate Register and to each Rating Agency and the Certificate Issuer. Each notice shall include the name of such successor Certificate Trustee and the address of the corporate trust office of such successor Certificate Trustee.

(i) The Certificate Issuer shall notify the Rating Agencies of any resignation and removal of the Certificate Trustee and appointment of a successor Certificate Trustee under this Section 6.09.

(j) Any removal or resignation of the Certificate Trustee shall also constitute a removal or resignation of the Securities Intermediary.

Section 6.10 Acceptance of Appointment by Successor. Every successor Certificate Trustee appointed hereunder shall execute, acknowledge and deliver to the Certificate Issuer and to the retiring Certificate Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Certificate Trustee shall become effective and such successor Certificate Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Certificate Trustee; but, on request of the Certificate Issuer or the successor Certificate Trustee, such retiring Certificate Trustee shall execute and deliver an instrument transferring to such successor Certificate Trustee all the rights, powers and trusts of the retiring Certificate Trustee and shall duly assign, transfer and deliver to such successor Certificate Trustee all property and money held by such retiring Certificate Trustee hereunder. Upon request of any such successor Certificate Trustee, the Certificate Issuer, the retiring Certificate Trustee and such successor Certificate Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Certificate Trustee all such rights, powers and trusts. No Certificate Trustee hereunder shall be liable for the acts or omissions of any successor Certificate Trustee.

No successor Certificate Trustee shall accept its appointment unless at the time of such acceptance such successor Certificate Trustee shall be qualified and eligible under this Article and any and all amounts due and payable to the predecessor Certificate Trustee have been paid.

Section 6.11 Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Certificate Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Certificate Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Certificate Trustee, shall be the successor of the Certificate Trustee hereunder; provided, such Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. Notice of any such event shall be promptly given to each Rating Agency. In case any Certificates shall have been authenticated, but not delivered, by the Certificate Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Certificate Trustee may adopt such authentication and deliver the Certificates so authenticated with the same effect as if such successor Certificate Trustee had itself authenticated such Certificates.

Section 6.12 Maintenance of Agencies.

(a) There shall at all times be maintained in the Borough of Manhattan, The City of New York, an office or agency where Certificates may be presented or surrendered for registration of transfer or for exchange, and for payment thereof and where notices and demands to or upon the Certificate Trustee on behalf of the Certificate Issuer in respect of the Certificates or of this Certificate Indenture may be served. At no time shall there be any other such office or agency outside the United States. Such office or agency shall be initially at 100 Wall St., Suite 1600, New York, NY 10005, Attention: Bond Drop Windows. Written notice of any change of location thereof shall be given by the Certificate Trustee to the Certificate Issuer, the Bond Trustees, the Bond Issuers, the Certificateholders and the Rating Agencies. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Certificate Trustee.

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(b) There shall at all times be a Certificate Registrar, an Authentication Agent and a Paying Agent hereunder. Each such Authorized Agent shall be a bank or trust company, shall be a entity organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $50,000,000, shall have a long-term debt rating of at least “A” (or the equivalent thereof)” by Moody’s, Standard & Poor’s and Fitch, shall be authorized under such laws to exercise corporate trust powers and shall be subject to supervision by federal or state authorities. The Certificate Trustee shall initially be the Paying Agent, Authentication Agent, and, as provided in Section 2.06, Certificate Registrar hereunder. Each Certificate Registrar, if other than the Certificate Trustee, shall furnish to the Certificate Trustee, at stated intervals of not more than six months, and at such other times as the Certificate Trustee may request in writing, a copy of the Certificate Register.

(c) Any Person into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any Person succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor Person is otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor Person.

(d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Certificate Trustee, the Certificate Issuer and the Bond Trustees. The Certificate Issuer (with the prior written approval of the Bond Issuers) may, and at the request of the Certificate Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent, the Bond Trustees and to the Certificate Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 6.12 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Certificate Trustee), the Certificate Issuer (with the prior written approval of the Bond Issuers) shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Certificate Trustee, to perform the functions of the Authorized Agent who has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Certificate Issuer shall give written notice of any such appointment made by it to the Certificate Trustee and the Bond Trustees; and in each case the Certificate Trustee shall send notice of such appointment to all Certificateholders as their names and addresses appear on the Certificate Register.

(e) Pursuant and subject to the Fee and Indemnity Agreement, the Bond Issuers have agreed to pay, or cause to be paid, from time to time to each Authorized Agent reasonable compensation for its services and to reimburse it for its reasonable expenses, and no Authorized Agent shall have any recourse against the Certificate Issuer or the Trust Property for payment of such amounts.

Section 6.13 Money for Certificate Payments To Be Held in Trust.

(a) All moneys deposited with any Paying Agent for the purpose of any payment on Certificates of any Tranche shall be deposited and held in trust for the benefit of the Certificateholders of such Tranche entitled to such payment, subject to the provisions of this Section 6.13.

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

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

(i) hold all sums held by it for the payment of amounts due with respect to the Certificates 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;

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(ii) give the Certificate Trustee notice of any default under this Certificate Indenture of which it has actual knowledge in the making of any payment required to be made by the Certificate Issuer (or any other obligor on the Certificates) with respect to the Certificates;

(iii) at any time during the continuance of such default, upon the written request of the Certificate Trustee, forthwith pay to the Certificate Trustee all sums held by it in trust for the payment of the Certificates if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

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

Section 6.14 Registration of Bonds in Certificate Trustee’s Name. The Certificate Trustee agrees that all Bonds of each Bond Issuer and all Eligible Investments, if any, shall be issued in the name of the Certificate Trustee or its nominee, on behalf of the Certificate Issuer, and held by the Certificate Trustee; or, if not so held, the Certificate Trustee or its nominee, on behalf of the Certificate Issuer, shall be reflected as the owner of such Bonds or Eligible Investments, as the case may be, in the register of the Bond Issuer of such Bonds or issuer of such Eligible Investments. In no event shall the Certificate Trustee invest in, or hold, Bonds or Eligible Investments in a manner that would cause the Certificate Trustee not to have the ownership interest in such Bonds or Eligible Investments under the applicable provisions of the Uniform Commercial Code in effect in the location where the Certificate Trustee holds such Bonds or Eligible Investments or other applicable law then in effect. The Certificate Trustee shall at all times maintain possession of the Bonds in the State of New York.

Section 6.15 Representations and Warranties of Certificate Trustee. The Certificate Trustee hereby represents and warrants that:

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

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

(c) when delivered by the Certificate Trustee, the Certificates will have been duly authenticated by the Certificate Trustee.

Section 6.16 Withholding Taxes; Information Reporting. The Certificate Trustee, as trustee for the assets of a grantor trust, shall exclude and withhold from each distribution of principal and interest and other amounts due hereunder or under the Certificates any and all withholding taxes applicable thereto as required by law. The Certificate Trustee agrees that it will act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each Certificateholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. At the request of the Servicers, the Certificate Trustee agrees to execute on behalf of the Certificate Issuer and

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file any other information reports as it may be required to file with respect to taxes, including by reason of Treasury Regulations 1.671-5, such information reports to be prepared by the Servicers. For purposes of reporting on Internal Revenue Service Form 1041 (and any statement attached thereto) (such Form 1041s and any statements attached thereto to be prepared by the Servicers), Internal Revenue Service Form 1099 (if applicable) or any successor form thereto, the Certificate Trustee will separately set forth information reported with respect to each Tranche of Certificates.

Section 6.17 Obligations to Bond Trustees and Delaware Trustee. It is agreed by the parties hereto that the services of the Bond Trustees and the Delaware Trustee are an essential part of the transactions contemplated hereby. Therefore, to the extent amounts payable under the Fee and Indemnity Agreement to the Bond Trustees and/or the Delaware Trustee are not paid when due, the payment of such amounts shall be made by the Certificate Trustee and any amounts so paid or to be paid by the Certificate Trustee shall constitute expenses of the Certificate Trustee for which it is entitled to reimbursement under Section 6.07 of this Certificate Indenture and under Section 1(a) of the Fee and Indemnity Agreement. Notwithstanding the foregoing, the Delaware Trustee and the Bond Trustees shall not have recourse against the Certificate Trustee with respect to such amounts except to the extent the Certificate Trustee is reimbursed under the Fee and Indemnity Agreement or realizes against the Collateral under the Bond Indentures or pursuant to any Lien created by the Statute or the Financing Order with respect to such amounts.

Section 6.18 Custody of Trust Property. The Certificate Trustee shall hold such of the Trust Property (and any other property that may be granted to the Certificate Trustee) as consists of instruments, deposit accounts, securities accounts, investment property, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Certificate Trustee shall hold such of the Trust Property as constitutes investment property (but expressly excluding the Bonds) through the Securities Intermediary (which, as of the date hereof, is U.S. Bank National Association). The initial Securities Intermediary hereby agrees (and each future Securities Intermediary shall agree) with the Certificate Trustee that (a) such investment property shall at all times be credited to a securities account of the Certificate Trustee, (b) the Securities Intermediary shall treat the Certificate 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) the Securities Intermediary shall comply with entitlement orders originated by the Certificate Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Certificate Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Certificate Trustee), and (g) such securities accounts shall be governed by the internal laws of the State of New York. 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 6.18, or elsewhere in this Certificate Indenture, the Certificate Trustee shall not hold Trust Property through an agent or a nominee.

Section 6.19 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Certificate Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Property may at the time be located or addressing divergent or conflicting interests among Holders of Certificates of separate Tranches of Certificates as a result of variations in terms of the respective underlying Bonds of corresponding Tranches, the Certificate 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 Trust Property, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust Property, or any part hereof, and, subject to the other provisions of this Section 6.19, such powers, duties, obligations, rights and trusts as the Certificate Trustee may consider necessary or desirable in order to meet the legal requirements or to address the divergent or conflicting interests that led to the appointment of such co-trustee or separate trustee. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.08 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.09 hereof. Notice of any appointment shall be promptly given to each Rating Agency by the Certificate 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 Certificate Trustee shall be conferred or imposed upon and exercised or performed by the Certificate Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act

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separately without the Certificate 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 Certificate 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 Trust Property 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 Certificate Trustee;

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

(iii) the Certificate 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 Certificate 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 Certificate 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 Certificate Trustee or separately, as may be provided therein, subject to all the provisions of this Certificate Indenture, specifically including every provision of this Certificate Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Certificate Trustee. Every such instrument shall be filed with the Certificate Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Certificate 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 Certificate 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 Certificate Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

ARTICLE VII

SUPPLEMENTAL CERTIFICATE INDENTURES

Section 7.01 Supplemental Certificate Indentures Without Consent of Certificateholders. Without the consent of Certificateholders, the Certificate Issuer (with the prior written approval of the Bond Issuers) may, and the Certificate Trustee (subject to Section 7.03) shall, at any time and from time to time enter into one or more supplemental certificate indenture hereto, in form satisfactory to the Certificate Trustee, for any of the following purposes:

(a) to add to the covenants of the Certificate Issuer for the benefit of the Certificateholders, or to surrender any right or power herein conferred upon the Certificate Issuer;

(b) to correct or supplement any provision herein or in any supplemental certificate indenture that may be defective or inconsistent with any other provision herein or in any supplemental certificate indenture or to make any other provisions with respect to matters or questions arising under this Certificate Indenture; provided, however, that any such action shall not adversely affect in any material respect the interests of the Certificateholders;

(c) to cure any ambiguity or correct any mistake; or

(d) to qualify, if necessary, this Certificate Indenture (including any supplemental certificate indenture) under the Trust Indenture Act, or under any similar federal statute hereafter enacted, and to add to this Certificate Indenture such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted.

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Section 7.02 Supplemental Certificate Indentures With Consent of Certificateholders. With the consent of the Certificateholders holding Certificates representing not less than a majority of the aggregate Outstanding Amount of Certificates of each Tranche affected thereby, by Act of said Certificateholders delivered to the Certificate Issuer, the Bond Trustees and the Certificate Trustee, the Certificate Issuer (with the prior written approval of the Bond Issuers) may, and the Certificate Trustee (subject to Section 7.03) shall, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Certificate Indenture or of modifying in any manner the rights and obligations of the Holders of Certificates of each such Tranche under this Certificate Indenture; provided, however, that no such supplemental certificate indenture shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby:

(a) reduce in any manner the amount of, or delay the timing of, any receipt by the Certificate Trustee of payments on the Bonds of any Bond Issuer or distributions that are required to be made herein on any Certificate, or change any date of payment on any Certificate, or change the place of payment where, or the coin or currency in which, any Certificate is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Distribution Date, Special Distribution Date or other date specified herein applicable thereto;

(b) permit the disposition of any Bond of any Bond Issuer in the Trust Property except as permitted by this Certificate Indenture, or otherwise deprive any Holder of Certificates of any Tranche of the benefit of the ownership of the Bonds of any Bond Issuer of the corresponding Tranche in the Trust;

(c) reduce the percentage of the aggregate Outstanding Amount of the Certificates of any Tranche that is required for any such supplemental certificate indenture, or reduce such percentage required for any waiver or consent (of compliance with certain provisions of this Certificate Indenture or certain defaults hereunder and their consequences) provided for in this Certificate Indenture;

(d) modify any of the provisions of this Section, except to increase any percentage set forth herein or to provide that certain other provisions of this Certificate Indenture cannot be modified or waived without the consent of the Holder of each Certificate affected thereby; or

(e) adversely affect the status of the Certificate Issuer as a grantor trust for federal income tax purposes.

It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed supplemental certificate indenture, but it shall be sufficient if such Act shall approve the substance thereof. The Certificate Issuer shall give each Rating Agency five Business Days prior written notice of any such proposed supplemental certificate indenture. Promptly after the execution by the Certificate Issuer and the Certificate Trustee of any supplemental certificate indenture pursuant to this Section 7.02, the Certificate Trustee shall send to the Holders of the Certificates to which such supplemental certificate indenture relates a copy of such supplemental certificate indenture. Any failure of the Certificate Trustee to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental certificate indenture.

Section 7.03 Documents Affecting Immunity or Indemnity. If in the opinion of the Certificate Trustee any document required to be executed by it pursuant to the terms of Section 7.01 or 7.02 adversely affects any interest, right, duty, immunity or indemnity in favor of the Certificate Trustee under this Certificate Indenture, the Certificate Trustee may in its discretion decline to execute such document.

Section 7.04 Execution of Supplemental Certificate Indentures. In executing, or accepting the additional trusts created by, any supplemental certificate indenture permitted by this Article VII or the modifications thereby of the trusts created by this Certificate Indenture, the Certificate Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental certificate indenture is authorized or permitted by this Certificate Indenture and all conditions precedent have been satisfied.

Section 7.05 Effect of Supplemental Certificate Indentures. Upon the execution of any supplemental certificate indenture under this Article VII, this Certificate Indenture shall be modified in accordance therewith, and such supplemental certificate indenture shall form a part of this Certificate Indenture for all purposes; and every Holder of any Certificate theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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Section 7.06 Conformity with Trust Indenture Act. Every supplemental certificate indenture executed pursuant to this Article VII shall conform to the requirements of the Trust Indenture Act as then in effect, so long as this Certificate Indenture shall then be qualified under the Trust Indenture Act.

Section 7.07 Reference in Certificates to Supplemental Certificate Indentures. Certificates authenticated and delivered after the execution of any supplemental certificate indenture pursuant to this Article may bear a notation in form approved by the Certificate Trustee as to any matter provided for in such supplemental certificate indenture; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand.

ARTICLE VIII

AMENDMENTS AND SUPPLEMENTS TO BONDS, BOND INDENTURES AND OTHER BASIC DOCUMENTS

Section 8.01 Amendments and Supplements to Bonds, Bond Indentures and Other Basic Documents. In the event that the Certificate Issuer or the Certificate Trustee, as holder of the Bonds of each Tranche in trust for the benefit of the Holders of Certificates, receives a request for a consent to any amendment, modification, waiver or supplement under the Bonds of any Bond Issuer, any Bond Indenture or any other Basic Document to which the Certificate Issuer or the Certificate Trustee is a party, the Certificate Issuer shall forward such request for consent to the Certificate Trustee, and the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Tranche registered on the Certificate Register as of such date. The Certificate Trustee shall request from such Certificateholders directions as to (a) whether or not the Certificate Trustee should take or refrain from taking any action that a holder of such Bond has the option to direct, (b) whether or not to give or execute or direct the Certificate Issuer to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Bond and (c) how to vote such Bond if a vote has been called for with respect thereto; provided, however, in the case of any change to the terms of, or modification to, the Bonds of any Bond Issuer, the Certificateholders may not direct any such action to be taken or direct whether or not to give or execute any such waiver, consent, amendment, modification or supplement that is not pursuant to the original terms of such Bonds, unless the Certificate Trustee obtains an Opinion of Counsel at the expense of the Certificate Issuer of independent tax counsel to the effect that after any such action, waiver, consent, amendment, modification or supplement the Certificate Issuer will continue to be treated as a “grantor trust” for federal income tax purposes. If such a request for Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of the Bonds of any Bond Issuer, the Certificate Trustee shall vote or consent with respect to such Bonds in the same proportion as the Certificates of the corresponding Tranche were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Business Days before the Certificate Trustee takes such action or casts such vote or gives such consent.

ARTICLE IX

SATISFACTION AND DISCHARGE

Section 9.01 Satisfaction and Discharge of Certificate Indenture. This Certificate Indenture shall cease to be of further effect with respect to the Certificates, and the Certificate Trustee, on reasonable demand of and at the expense of the Certificate Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Certificate Indenture with respect to the Certificates, upon the distribution to all Holders of Certificates and the Certificate Trustee of all amounts required to be distributed to them pursuant to this Certificate Indenture and the disposition of all property held as part of the Trust Property. The Certificate Issuer shall pay or provide for the payment of all remaining liabilities of the Certificate Trustee, but solely from amounts payable by the Bond Issuers under the Fee and Indemnity Agreement.

Notice of any distribution pursuant to the paragraph above shall be mailed promptly by the Certificate Trustee to Holders of Certificates then outstanding. Such notice shall specify the Distribution Date or Special Distribution Date, as the case may be, upon which the Holders of Certificates may surrender their Certificates to the

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Certificate Trustee for payment of the final distribution and cancellation. Such notice shall be mailed (a) if with respect to a final distribution, as soon as practicable following receipt of notice from a Bond Trustee of a final payment on a corresponding Bond or (b) if with respect to a Special Payment, not earlier than the 60th day and not later than the 20th day next preceding such final distribution. Such notice shall specify (a) the Distribution Date or Special Distribution Date, as the case may be, upon which the proposed final payment of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Certificate Trustee therein specified, (b) the amount of any such proposed final payment and (c) that the Record Date otherwise applicable to such Distribution Date or the Special Record Date otherwise applicable to such Special Distribution Date, as the case may be, is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Trustee therein specified. The Certificate Trustee shall give such notice to the Certificate Registrar at the time such notice is given to Holders of Certificates. Upon presentation and surrender of such Certificates, the Certificate Trustee shall cause to be distributed to the Holders thereof amounts distributable thereon on such Distribution Date or Special Distribution Date, as the case may be, pursuant to Section 4.02.

In the event that all of the Holders of Certificates shall not surrender their Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Certificate Trustee shall give a second written notice to the remaining Holders of such Certificates to surrender their Certificates for cancellation and receive the final distribution with respect thereto. In the event that any money held by the Certificate Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Certificate Trustee shall be satisfied, after 60 days’ notice from the Certificate Issuer (with the prior written approval of the Bond issuers), is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Certificate Trustee shall pay such money to the Bond Trustees (pro rata based on the initial principal amount of the Bonds issued under each Bond Indenture) for deposit into the respective collection account of each such Bond Trustee or, if such collection account no longer exists, to the applicable Bond Issuer. The Certificate Trustee or the Bond Issuers shall give written notice thereof to the Bond Trustees, the Bond Issuers and the Certificate Issuer.

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01 Certificates and Bonds Not Obligation of the State of Ohio or Sellers.

(a) The Certificate Issuer, as owner of the Bonds, does hereby pledge and agree with the Bond Issuers and the Holders of the Certificates that it will not act in a manner inconsistent with the State Pledge and will not take any action that would impair any rights of any Bond Issuer or the Holders of the Bonds of any Bond Issuer, the Phase-In-Recovery Property of any Bond Issuer or the Holders of Certificates. The Certificate Issuer hereby further agrees to treat the Bonds as debt of the Bond Issuers, secured by, among other things, the Phase-In-Recovery Property of any Bond Issuer and the equity of each Bond Issuer on deposit in its Capital Subaccount, for all purposes.

Each Bond Issuer has represented and warranted to its Bond Trustee, for the benefit of such Bond Issuer’s Bondholders, that it constitutes an “assignee” under Section 4928.23(B) of the Statute, that the Bonds issued by it constitute “bonds” under Section 4928.23(C) of the Statute, that such Bonds are entitled to the protections provided in Sections 4928.235 and 4928.2315 of the Statute, and that the Certificate Trustee, in its own name and as trustee of an express trust, as holder of the Bonds shall be, to the extent permitted by applicable state and federal law, entitled to enforce such Sections of the Statute.

(b) Each Certificate represents a fractional undivided beneficial interest in the Bonds and the proceeds thereof. The Bonds of a Bond Issuer represent the obligations only of that Bond Issuer and do not represent obligations of any other Bond Issuer.

Neither the Certificates nor the Bonds of any Bond Issuer represent an interest in or obligation of the State of Ohio, the PUCO or any political subdivision, governmental agency, authority or instrumentality of the State of Ohio or the Sellers or any of their respective Affiliates, except for CEI Funding LLC, which is an Affiliate of The Cleveland Electric Illuminating Company, OE Funding LLC which is an Affiliate of Ohio Edison Company, and TE Funding LLC, which is an Affiliate of The Toledo Edison Company. None of the Certificates, the Bonds of any Bond Issuer or the underlying Phase-In-Recovery Property of any Bond Issuer will be guaranteed or insured by the State of Ohio, the PUCO or any political subdivision, or any other governmental agency, authority or instrumentality of the State of Ohio or by the Sellers or any of their respective Affiliates.

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Neither the full faith and credit nor the taxing power of the State of Ohio or the PUCO, or any other political subdivision, governmental agency or instrumentality of the State of Ohio is pledged to the payment of the principal of, purchase price of, or interest on, the Certificates or the Bonds of any Bond Issuer, or to the payments in respect of the Phase-In-Recovery Property of any Bond Issuer, nor are the State of Ohio or the PUCO, or any other political subdivision, governmental agency or instrumentality of the State of Ohio in any manner obligated to make any appropriation for the payment thereof.

Section 10.02 Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Certificate Indenture, the Declaration of Trust or the Certificate Issuer, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Certificate Issuer, nor otherwise affect the rights, obligations, and liabilities of the parties hereto or any of them.

Section 10.03 No Recourse to Certificate Issuer. Notwithstanding any provision of this Certificate Indenture or any supplemental certificate indenture to the contrary, Holders shall have no recourse against the Certificate Trustee or the Certificate Issuer, but shall look only to the Trust Property with respect to any amounts due to the Holders hereunder and under the Certificates.

Section 10.04 Certificates Nonassessable and Fully Paid. Pursuant to Section 3803(a) of the Statutory Trust Statute, Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. Certificateholders shall not be personally liable for obligations of the Certificate Issuer, the interests in the Certificate Issuer represented by the Certificates shall be nonassessable for any losses or expenses of the Certificate Issuer or for any reason whatsoever, and upon authentication of the Certificates by the Certificate Trustee pursuant to Section 2.04, the Certificates are and shall be deemed fully paid and non-assessable. No Certificateholder shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the Trust Property, the Certificate Issuer, or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association.

Section 10.05 Notices.

(a) Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Certificate Indenture shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid,

if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

With a copy to the Administrative Trustee

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if to the Certificate Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the Delaware Trustee, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the Administrative Trustee, to:

The Cleveland Electric Illuminating Company, Ohio Edison Company and

The Toledo Edison Company

76 South Main Street

Akron, OH 43038

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the CEI Bond Issuer, to:

CEI Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the OE Bond Issuer, to:

OE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the TE Bond Issuer, to:

TE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

44

if to the Bond Trustee (for the respective Bond Issuers), to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the Rating Agencies, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Structured Credit Surveillance

E-mail: servicer-report@standardandpoors.com

Telephone: 212-438-8991

and

Moody’s Investors Service, Inc.

25^th Floor, 7 World Trade Center, 250 Greenwich

New York, New York 10007

Attention: ABS/RMBS Monitoring Department

E-mail: ServicerReports@moodys.com

and

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: 212-908-0500

Facsimile: 212-908-0355

(b) The Certificate Issuer, the Certificate Trustee, the Bond Issuers or the Bond Trustees, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

(c) Any notice or communication to Certificateholders shall be mailed by first-class mail to the addresses for each Certificateholder shown on the Certificate Register kept by the Certificate Registrar. Failure so to mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency with respect to other Certificateholders.

(d) If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it.

45

(e) If the Certificate Issuer mails a notice or communication to the Certificateholders, it shall mail a copy to the Certificate Trustee, to each Paying Agent and to the Bond Issuers at the same time.

(f) Notwithstanding the foregoing, all communications or notices to the Certificate Trustee shall be deemed to be given only when received by a Responsible Officer of the Certificate Trustee.

Section 10.06 Governing Law. THIS CERTIFICATE INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAW OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. PURSUANT TO NEW YORK UCC SECTION 8-110(e)(1) AND, TO THE EXTENT APPLICABLE, NEW YORK UCC SECTION 9-304(b)(1), THE STATE OF NEW YORK IS THE JURISDICTION OF THE CERTIFICATE TRUSTEE, AS BANK OR SECURITIES INTERMEDIARY WITH RESPECT TO ANY SECURITIES ACCOUNT, AND THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION AND THE PRIORITY OF THE SECURITY INTEREST IN THE SECURITIES ACCOUNT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 10.07 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Certificate Indenture shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Certificate Indenture and shall in no way affect the validity or enforceability of the other provisions of this Certificate Indenture, or of the Certificates or the rights of the Certificateholders thereof.

Section 10.08 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 Certificate Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

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

Section 10.09 Effect of Headings and Table of Contents. The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 10.10 Successors and Assigns; Delegation.

(a) All covenants, agreements, representations and warranties in this Certificate Indenture by the Certificate Trustee and the Certificate Issuer shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors and assigns, whether so expressed or not.

(b) No party to this Certificate Indenture shall assign or delegate this Certificate Indenture or all or any part of its rights or obligations hereunder to any Person without the prior written consent of the other parties.

Section 10.11 Benefits of Certificate Indenture. Nothing in this Certificate Indenture or in the Certificates, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Certificateholders and, to the extent provided herein, the Bond Issuers, any benefit or any legal or equitable right, remedy or claim under this Certificate Indenture.

Section 10.12 Legal Holidays. In any case where any date for any distribution in respect of any Certificate shall not be a Business Day, then (notwithstanding any other provision of this Certificate 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 such first date, and no interest shall accrue during the intervening period.

Section 10.13 Counterparts. For the purpose of facilitating the execution of this Certificate Indenture and for other purposes, this Certificate Indenture may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

46

Section 10.14 The Delaware Trustee. Each Certificateholder by accepting the Certificates, shall be deemed to acknowledge and agree that (a) each of the representations, undertakings and agreements herein made on the part of the Certificate Issuer, is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but is made and intended for the purpose of binding only the Certificate Issuer, (b) nothing herein contained shall be construed as creating any liability of U.S. Bank Trust National Association, individually or personally, to perform any covenant of the Certificate Issuer either expressed or implied contained herein, all such liability, if any, deemed waived and (c) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Certificate Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Certificate Issuer under this Certificate Indenture or the Certificates.

Section 10.15 Certificate Issuer Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Certificate Issuer or the Certificate Trustee on the Certificates or under this Certificate Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any settlor of the Certificate Issuer, the Certificate Trustee or the Delaware Trustee or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Certificate Trustee, the Delaware Trustee or any settlor of the Certificate Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing. Each Certificateholder by accepting a Certificate specifically confirms the non recourse nature of these obligations and waives and releases all such liability. These waivers and releases are part of the consideration for issuance of the Certificates.

Section 10.16 No Petition. The Certificate Trustee, by entering into this Certificate Indenture, and each Certificateholder, by accepting a Certificate (or interest therein) issued hereunder, hereby covenants and agrees that they shall not, prior to the date which is one year and one day after the termination of this Certificate Indenture, acquiesce, petition or otherwise invoke or cause the Certificate Issuer or the Delaware Trustee under the Declaration of Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Certificate Issuer under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Certificate Issuer or any substantial part of the Trust Property, or ordering the dissolution, winding up or liquidation of the affairs of the Certificate Issuer. Nothing in this paragraph shall preclude, or be deemed to estop, such Certificateholder or the Certificate Trustee (A) from taking or omitting to take any action prior to such date in (i) any case or proceeding voluntarily filed or commenced by or on behalf of the Certificate Issuer under or pursuant to any such law or (ii) any involuntary case or proceeding pertaining to the Certificate Issuer which is filed or commenced by or on behalf of a Person other than such Certificateholder and is not joined in by such Certificateholder (or any Person to which such holder shall have assigned, transferred or otherwise conveyed any part of the obligations of the Certificate Issuer hereunder) under or pursuant to any such law, or (B) from commencing or prosecuting any legal action which is not an involuntary case or proceeding under or pursuant to any such law against the Certificate Issuer or any of its properties.

Section 10.17 Trustee Capacities; Affiliated Parties. Each of the Certificateholders by accepting the Certificates, shall be deemed to acknowledge and consent to U.S. Bank Trust National Association acting in the capacity of Delaware Trustee and U.S. Bank National Association acting in the capacities of Bond Trustee and Certificate Trustee.

Section 10.18 Waiver of Jury Trial. EACH OF THE CERTIFICATE ISSUER AND THE CERTIFICATE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS CERTIFICATE INDENTURE, THE CERTIFICATES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 10.19 Rule 17g-5 Compliance.

(a) The Certificate Trustee agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Certificate Trustee to any Rating Agency under this Certificate Indenture or any other Basic Document to which it is a party for the purpose of determining the initial credit rating of the Certificates or undertaking credit rating surveillance of the Certificates shall be provided, substantially concurrently, to the Servicers for posting on a password-protected website (the “17g-5 Website”). The Servicers shall be responsible for posting all of the information on the 17g-5 Website.

47

(b) The Certificate Trustee will not be responsible for creating or maintaining the 17g-5 Website, posting any information to the 17g-5 Website or assuring that that the 17g-5 Website complies with the requirements of this Certificate Indenture, Rule 17g-5 or any other law or regulation. In no event shall the Certificate Trustee be deemed to make any representation in respect of the content of the 17g-5 Website or compliance by the 17g-5 Website with this Certificate Indenture, Rule 17g-5 or any other law or regulation. The Certificate Trustee shall have no obligation to engage in or respond to any oral communications with respect to the transactions contemplated hereby, any transaction documents relating hereto or in any way relating to the Certificates or for the purposes of determining the initial credit rating of the Certificates or undertaking credit rating surveillance of the Certificates with any Rating Agency or any of its respective officers, directors or employees. The Certificate Trustee shall not be responsible or liable for the dissemination of any identification numbers or passwords for the 17g-5 Website, including by the Servicers, the Rating Agencies, a nationally recognized statistical rating organization (“NRSRO”), any of their respective agents or any other party. Additionally, the Certificate Trustee shall not be liable for the use of the information posted on the 17g-5 Website, whether by the Servicers, the Rating Agencies, an NRSRO or any other third party that may gain access to the 17g-5 Website or the information posted thereon.

48

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

FirstEnergy Ohio PIRB Special Purpose Trust 2013
By:	U.S. Bank Trust National Association,
	not in its individual capacity but solely as Delaware Trustee
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President
U.S. Bank National Association
as Certificate Trustee and Securities Intermediary
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

EXHIBIT A

FORM OF CERTIFICATE

REGISTERED NO. [    ]

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013

TRANCHE A-[    ]

PASS-THROUGH TRUST CERTIFICATE

INTEREST RATE	SCHEDULED FINAL DISTRIBUTION DATE	FINAL MATURITY DATE	CUSIP
[    ]	January 15, 20[    ]	January 15, 20[    ]	[    ]

REGISTERED OWNER: Cede & Co.

PRINCIPAL AMOUNT: $[            ]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS CERTIFICATE HAS NO RECOURSE TO THE TRUST (AS DEFINED BELOW) AND AGREES TO LOOK ONLY TO THE TRUST PROPERTY, AS DESCRIBED IN THE CERTIFICATE INDENTURE, FOR PAYMENT OF ANY AMOUNTS DUE HEREUNDER. ALL OBLIGATIONS OF THE TRUST OF THIS TRANCHE A-[    ] CERTIFICATE UNDER THE TERMS OF THE CERTIFICATE INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN THE CERTIFICATE INDENTURE. THE HOLDER OF THIS TRANCHE A-[    ] CERTIFICATE HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE TRANCHE A-[    ] CERTIFICATES, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE TRUST ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES. NOTHING IN THIS PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE TRUST UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE TRUST WHICH IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE TRUST HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW, OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION WHICH IS NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST THE TRUST OR ANY OF ITS PROPERTIES.

Each Holder of a Certificate, by acceptance of a Certificate, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Bond Issuer or the Bond Trustee on the Bonds or under the Bond Indenture or any certificate or other writing delivered in connection therewith, against (i) any owner of a limited liability company interest in the Bond Issuer or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Bond Trustee, the managers of the Bond Issuer or any owner of a limited liability company interest in the Bond Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing.

A-1

This Certificate evidences a fractional undivided beneficial interest in the bonds issued by CEI Funding LLC, a Delaware limited liability company, OE Funding LLC, a Delaware limited liability company, and TE Funding LLC, a Delaware limited liability company (collectively, the “Bonds”), and the other Trust Property, held by a trust or registered assigns, as more fully described herein. The Bonds of a Bond Issuer represent the obligations only of that Bond Issuer, and do not represent obligations of any other Bond Issuer.

This Certificate does not represent an interest in or obligation of the State of Ohio, the Public Utilities Commission of Ohio (the “PUCO”) or any political subdivision, governmental agency, authority or instrumentality of the State of Ohio or The Cleveland Electric Illuminating Company, Ohio Edison Company or The Toledo Edison Company. None of the Certificates, the Underlying Bonds or the underlying Phase-In-Recovery Property will be guaranteed or insured by the State of Ohio, the PUCO or any political subdivision, or any other governmental agency, authority or instrumentality of the State of Ohio or by the Sellers or any of their respective Affiliates.

Neither the full faith and credit nor the taxing power of the State of Ohio, or the PUCO, or any other political subdivision, governmental agency or instrumentality of the State of Ohio is pledged to the payment of the principal of, purchase price of, or interest on, the Certificates or the Bonds, or to the payments in respect of the Phase-In-Recovery Property of any Bond Issuer, nor are the State of Ohio or the PUCO, or any other political subdivision, governmental agency or instrumentality of the State of Ohio in any manner obligated to make any appropriation for the payment thereof.

To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Certificate Indenture (defined below).

THIS CERTIFIES THAT CEDE & CO., as nominee for The Depository Trust Company, for value received, is the registered owner of a Principal Amount (stated above) of nonassessable, fully-paid, fractional undivided beneficial interest in the Bonds and other Trust Property held by FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Trust”) or registered assigns. The Trust has been continued pursuant to an Amended and Restated Declaration of Trust dated as of June 20, 2013 (the “Declaration of Trust”) by U.S. Bank Trust National Association, as Delaware Trustee (the “Delaware Trustee”), the Bond Issuers, acting jointly as settlors thereunder, and The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, as Administrative Trustee. This Certificate is issued under and is subject to the terms, provisions, and conditions of, a Certificate Indenture dated as of June 20, 2013 (the “Certificate Indenture”), by and among U.S. Bank National Association, as certificate trustee (the “Certificate Trustee”), and the Trust, a summary of certain of the pertinent provisions of which is set forth below. This Certificate is one of the duly authorized Tranche of Certificates designated as “FirstEnergy Ohio PIRB Special Purpose Trust 2013 Pass-Through Trust Certificates, Tranche A-[    ]” (herein called the “Tranche A-[    ] Certificates”). The Tranche A-[    ] Certificates are one of a Tranche of Certificates issued under the Certificate Indenture (such Tranche A-[    ] Certificates, together with other Tranches of Certificates issued on the date hereof under the Certificate Indenture being herein called the “Certificates”). The holder of this Certificate (the “Holder”), by virtue of its acceptance hereof, assents and agrees to be bound by the terms of the Certificate Indenture and the Declaration of Trust. This Tranche A-[    ] Certificate represents a fractional undivided beneficial interest in the Bonds issued by CEI Funding LLC, as CEI Bond Issuer, OE Funding LLC, as OE Bond Issuer, and TE Funding LLC, as TE Bond Issuer, together with the payments on and proceeds of the Bonds and other Trust Property. Holders of each Tranche of Certificates will receive payments received by the Certificate Issuer on the corresponding Tranche of Bonds of each Bond Issuer (with payments of principal due and payable on the Bonds of a Bond Issuer as a result of an Event of Default (assuming all Bonds have been declared immediately due and payable) under that Bond Issuer’s Bond Indenture, or upon the Final Maturity Date, to be paid pro rata based on the respective principal amounts of such Bonds). Certificateholders may also receive payments as a result of a sale by the Certificate Trustee of any Bond pursuant to Article V of the Certificate Indenture or as a result of the institution by the Certificate Trustee of a judicial proceeding pursuant to Section 5.03 of the Certificate Indenture. The Bonds are secured by a security interest in the property right created under the Statute, pursuant to the order of the PUCO, issued on October 10, 2012, as amended by the entry on rehearing issued by the PUCO on December 19, 2012 and as further amended by the entry nunc pro tunc issued by the PUCO on January 9, 2013 (the “Financing Order”), representing the irrevocable right of each of The Cleveland Electric Illuminating Company, Ohio Edison Company or The Toledo Edison Company or their assignees (i.e., the Bond Issuers) to receive a certain nonbypassable charge (as adjusted from time to time) from certain retail customers of The Cleveland Electric Illuminating Company’s, Ohio Edison Company’s or The Toledo Edison Company’s respective distribution systems, together with certain related collateral, all as more fully described in the Bond Indentures.

A-2

The aggregate principal amount of all Certificates of all Tranches issued under the Certificate Indenture equals the aggregate principal amount of the Bonds of all Tranches of each Bond Issuer, and all such Certificates are and will be equally secured by the pledge and covenants made therein, except as otherwise expressly provided or permitted in the Certificate Indenture.

Subject to and in accordance with the terms of the Certificate Indenture, there will be distributed on each January 15 and July 15 of each year or, if any such day is not a Business Day, the next succeeding Business Day (each, a “Distribution Date”), commencing on January 15, 2014 to the Person in whose name this Certificate is registered at the close of business on the last Business Day immediately preceding the related Distribution Date or, if Definitive Certificates are issued, the last day of the immediately preceding calendar month (each, a “Record Date”), such Holder’s share of the payments made on the corresponding Tranche of Bonds of each Bond Issuer due on the related Payment Date, the receipt of which has been confirmed by the Certificate Trustee. Subject to and in accordance with the terms of the Certificate Indenture, in the event that a Special Payment on a corresponding Tranche of Bonds of a Bond Issuer is received by the Certificate Trustee, from funds then available to the Certificate Trustee, there will be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered on the Record Date preceding the Special Distribution Date, as applicable, such Holder’s share of such amount. The Special Distribution Date will be determined as provided in the Certificate Indenture. The Certificate Trustee will mail notice of each Special Payment and the related Special Distribution Date to the Holder as provided in the Certificate Indenture.

Distributions on this Certificate will be made as provided in the Certificate Indenture by the Certificate Trustee by wire transfer or check mailed to the Holder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the 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. Except as otherwise provided in the Certificate Indenture and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Certificate Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office of the Paying Agent or the office or agency maintained for that purpose by the Certificate Trustee in The City of New York.

The Trust, as owner of the Bonds, has pledged and agreed with the Bond Issuers and the Holders of the Certificates that it will not act in a manner inconsistent with the State Pledge and will not take any action that would impair any rights of any Bond Issuer or the holders of the Bonds of any Bond Issuer, the Phase-In-Recovery Property of any Bond Issuer or the Holders of Certificates.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Certificate Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Certificate Indenture or any other Basic Document or be valid for any purpose.

THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAW OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.

Any reduction in the principal amount of any Certificate effected by any distribution in respect of principal thereof shall be binding upon all Holders of such Certificate and of any Certificate issued upon the registration of transfer thereof or in exchange thereof or in lieu thereof, whether or not noted thereon.

It is expressly agreed and understood by the parties hereto that (a) this Certificate is executed by U.S. Bank Trust National Association and authenticated and delivered by U.S. Bank National Association, not individually or personally but solely as Delaware Trustee and Certificate Trustee, respectively, on behalf of the Trust in the exercise of the powers and authority conferred and vested in them, (b) the representations, undertakings and

A-3

agreements herein made by the Delaware Trustee and Certificate Trustee on behalf of the Trust are made and intended not as personal representations, undertakings and agreements of either trustee, but are made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association or U.S. Bank National Association, individually or personally, to perform any covenant either expressed or implied herein, except in their capacity as Delaware Trustee and Certificate Trustee, respectively, all such liability being expressly waived by all Persons, and (d) under no circumstances shall U.S. Bank Trust National Association or U.S. Bank National Association be personally liable for the payment of any indebtedness or expenses of the Trust, or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under the Certificate Indenture.

A-4

IN WITNESS WHEREOF, the Delaware Trustee on behalf of the Trust has caused this Certificate to be duly executed.

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
By:	U.S. Bank Trust National Association,
	not in its individual capacity but solely as Delaware Trustee
	By:
	Name:	Melissa Rosal
	Title:	Vice President

CERTIFICATE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Date: June 20, 2013

This is one of the Certificates referred to in the within-mentioned Certificate Indenture.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Trustee,
By:
	Name: Melissa Rosal Title: Vice President

[FORM OF REVERSE OF CERTIFICATE]

The Certificates are limited in right of payment, all as more specifically set forth on the face hereof and in the Certificate Indenture. All payments or distributions made to Holders under the Certificate Indenture shall be made only from the Trust Property and only to the extent that the Certificate Trustee shall have sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Certificate Indenture. Each Holder, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Holder as provided in the Certificate Indenture. Subject to the terms, limitations and exceptions in the Certificate Indenture, amounts paid to the Holders under the Certificate Indenture shall be allocated to principal on the Certificates to the extent such amounts represented principal payments on the Bonds of the corresponding Tranche of each Bond Issuer and shall be allocated to interest on the Certificates to the extent such amounts represented interest on the Bonds of the corresponding Tranche of each Bond Issuer. This Certificate does not purport to summarize the Certificate Indenture and reference is made to the Certificate Indenture for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby. A copy of the Certificate Indenture may be examined during normal business hours at the principal office of the Certificate Trustee, and at such other places, if any, designated by the Certificate Trustee, by any Holder upon request.

The Certificate Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights of the Holders under the Certificate Indenture at any time by the Trust and the Certificate Trustee with the consent of the Holders holding Certificates representing not less than a majority of the aggregate Outstanding Amount of Certificates of each affected Tranche issued by the Trust. Any such amendment or modification adopted in accordance with the Certificate Indenture shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Certificate Indenture also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Certificate Indenture and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Certificate Trustee in its capacity as Certificate Registrar, or by any successor Certificate Registrar, in the Borough of Manhattan, The City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations and of a like Tranche and aggregate principal amount will be issued to the designated transferee or transferees.

The Certificates are issuable only as registered Certificates without coupons in Minimum Denominations of $100,000 Original Principal Amount or integral multiples of $1,000 in excess thereof, except for one Certificate of each Tranche which may be of a smaller denomination. As provided in the Certificate Indenture and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations and of a like Tranche and aggregate principal amount, as requested by the Holder surrendering the same.

The Holder, by purchase of this certificate, will be deemed to represent that such purchase will not result in a non-exempt prohibited transaction under the Internal Revenue Code of 1986, as amended, or the Employee Retirement Income Security Act of 1974, as amended, and, in each case, the rules and regulations thereunder.

Each Certificateholder, by acceptance of a Certificate, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Certificate Issuer or the Certificate Trustee on the Certificates or under the Certificate Indenture or any certificate or other writing delivered in connection therewith, against (i) any settlor of the Certificate Issuer, the Certificate Trustee or the Delaware Trustee or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Certificate Trustee, the Delaware Trustee or any settlor of the Certificate Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing.

No service charge will be made for any such registration of transfer or exchange, but the Certificate Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Certificate Trustee, the Certificate Registrar, and any agent of the Certificate Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Certificate Trustee, the Certificate Registrar, nor any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Certificate Indenture shall terminate with respect to the Certificates upon the distribution to the Holders of all amounts required to be distributed to them pursuant to the Certificate Indenture and the disposition of all property held as part of the Trust Property, except certain indemnity obligations of the Bond Issuers to the Certificate Trustee under the Fee and Indemnity Agreement.

EX-4.2

EXHIBIT 4.2

Execution Version

AMENDED AND RESTATED DECLARATION OF TRUST

of

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013

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 June 20, 2013

TABLE OF CONTENTS

		Page
ARTICLE I.	DEFINITIONS AND INCORPORATION BY REFERENCE		2
SECTION 1.1	Definitions		2
ARTICLE II.	ORGANIZATION		2
SECTION 2.1	Creation of Trust		2
SECTION 2.2	Situs of the Trust		3
SECTION 2.3	Purposes and Powers		3
SECTION 2.4	Trust Property		3
SECTION 2.5	Issuance of Certificates		4
SECTION 2.6	Organizational Expenses		4
SECTION 2.7	Independent Status		4
SECTION 2.8	Tax Treatment; Construction		4
ARTICLE III.	DELIVERY OF CERTAIN DOCUMENTS		4
SECTION 3.1	Documents Relating to Issuance of Certificates		4
SECTION 3.2	Residual Matters		5
ARTICLE IV.	THE TRUSTEES		5
SECTION 4.1	Appointment		5
SECTION 4.2	Duties and Responsibilities		5
SECTION 4.3	Prohibited Actions		5
SECTION 4.4	Acceptance of the Trusts		5
SECTION 4.5	Limitation of Liability		5
SECTION 4.6	Compensation and Reimbursement; Indemnification		8
SECTION 4.7	Resignation		9
SECTION 4.8	Merger or Consolidation of Delaware Trustee.		9
SECTION 4.9	Appointment of Co-Trustee or Separate Trustee.		9
SECTION 4.10	Representations and Warranties of the Trustees		9
SECTION 4.11	Reliance; Advice of Counsel		11
SECTION 4.12	Delaware Trustee May Own Certificates		11
ARTICLE V.	REPRESENTATION AND WARRANTIES OF THE BOND ISSUERS		12
SECTION 5.1	Representations and Warranties of Bond Issuers		12
ARTICLE VI.	TERMINATION OF DECLARATION		12
SECTION 6.1	Termination of the Trust		12
ARTICLE VII.	MISCELLANEOUS		13
SECTION 7.1	No Legal Title to Trust Property		13
SECTION 7.2	Limitations on Rights of Others		13
SECTION 7.3	Notices		13
SECTION 7.4	Severability		15
SECTION 7.5	Amendments Without Consent of Holders		15
SECTION 7.6	Amendments With Consent of Holders		15
SECTION 7.7	Form of Amendments		16
SECTION 7.8	Counterparts		16
SECTION 7.9	Successors		16
SECTION 7.10	No Petition Covenant		16
SECTION 7.11	Headings		16
SECTION 7.12	Governing Law		17

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THIS AMENDED AND RESTATED DECLARATION OF TRUST dated and effective as of June 20, 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”).

RECITALS:

WHEREAS, pursuant to the Ohio Revised Code, Section 4928.23 though 4928.2318 (the “Statute”) an electric distribution utility in the state of Ohio may obtain from the Public Utilities Commission of Ohio (the “PUCO”) a financing order (as defined in the Statute) permitting such utility to recover uncollected phase-in costs (as contemplated by the Statute) through the issuance of phase-in-recovery bonds (as defined in the Statute).

WHEREAS, CEI, OE and TE have applied for and received a financing order (as defined in the Statute) from the PUCO, have formed the Bond Issuers to issue phase-in-recovery bonds and have requested the Bond Issuers to form a special purpose trust to hold the bonds issued by the Bond Issuers and to issue pass-through trust certificates.

WHEREAS, the trust was created on May 7, 2013 as a Delaware statutory trust pursuant to a Declaration of Trust and a Certificate of Trust filed with the Delaware Secretary of State. The trust continued hereby (the “Trust”) shall constitute a special purpose trust empowered to issue one or more Tranches (as defined in the Certificate Indenture (as defined below)) of certificates constituting FirstEnergy Ohio PIRB Special Purpose Trust 2013 pass-through trust certificates (the “Certificates”). All such Certificates shall be issued pursuant to a certificate indenture (the “Certificate Indenture”), by and among the Trust and a trustee (the “Certificate Trustee”), initially designated as U.S. Bank National Association and each Tranche of Certificates shall represent fractional undivided beneficial interests in the following bonds: (i) CEI Funding LLC phase-in-recovery bonds (the “CEI Bonds”) issued by CEI Funding LLC, a special purpose limited liability company (the “CEI Bond Issuer”), (ii) OE Funding LLC phase-in-recovery bonds (the “OE Bonds”) issued by OE Funding LLC, a special purpose limited liability company the (“OE Bond Issuer”), and (iii) TE Funding LLC phase-in-recovery bonds (the “TE Bonds”) issued by TE Funding LLC, a special purpose limited liability company (the “TE Bond Issuer” and collectively with the CEI Bond Issuer and OE Bond Issuer, the “Bond Issuers”). The CEI Bonds, OE Bonds and TE Bonds are collectively referred to as the “Bonds.” The Certificate Indenture and this Declaration shall together constitute the governing instrument of the Trust. The Trust shall purchase the Bonds from each Bond Issuer pursuant to a bond purchase agreement (each, a “Bond Purchase Agreement”) relating to the respective Bonds. The Bonds of each Bond Issuer will be issued pursuant to an indenture (each, a “Bond Indenture”), by and between such Bond Issuer and a trustee (the “Bond Trustee”) initially designated for each Bond Indenture as U.S. Bank National Association and secured by a pledge of and lien upon phase-in-recovery property (as defined in the Statute) in the case of (i) the Bond Indenture for the CEI Bond Issuer, purchased by the CEI Bond Issuer from CEI together with substantially all other assets of the CEI Bond Issuer, (ii) the Bond Indenture for the OE Bond Issuer, purchased by the OE Bond Issuer from OE together with substantially all other assets of the OE Bond Issuer, and (iii) the Bond Indenture for the TE Bond Issuer, purchased by the TE Bond Issuer from TE together with substantially all other assets of the TE Bond Issuer. CEI will service the phase-in-recovery property purchased by the CEI Bond Issuer for the benefit of the CEI Bond Issuer pursuant to a phase-in-recovery property servicing agreement (the “CEI Servicing Agreement”), between CEI as servicer (in such capacity, together with any successor servicer, the “CEI Servicer”) and the CEI Bond

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Issuer. OE will service phase-in-recovery property purchased by the OE Bond Issuer for the benefit of the OE Bond Issuer pursuant to a phase-in-recovery property servicing agreement (the “OE Servicing Agreement”) between OE as servicer (in such capacity, together with any successor servicer, the “OE Servicer”) and the OE Bond Issuer. TE will service the phase-in-recovery property purchased by the TE Bond Issuer for the benefit of the TE Bond Issuer pursuant to a phase-in-recovery property servicing agreement (the “TE Servicing Agreement”) between TE as servicer (in such capacity, together with any successor servicer, the “TE Servicer”) and the TE Bond Issuer. The CEI Servicing Agreement, OE Servicing Agreement and TE Servicing Agreement are collectively referred to as the “Servicing Agreements” and the CEI Servicer, OE Servicer and TE Servicer are collectively referred to as the “Servicers.”

WHEREAS, this Declaration, the Certificate Indenture, the Bond Purchase Agreements, the Bond Indentures, the Servicing Agreements, the Fee and Indemnity Agreement (defined below), the Phase-In-Recovery Property Purchase and Sale Agreements between (i) CEI, as seller, and the CEI Bond Issuer, (ii) OE, as seller, and the OE Bond Issuer, and (iii) TE, as seller, and the TE Bond Issuer relating to the purchase and sale of phase-in-recovery property, the Administration Agreements between (x) CEI, as administrator, and the CEI Bond Issuer, (y) OE, as administrator, and the OE Bond Issuer, and (z) TE, as administrator, and the TE Bond Issuer (each of CEI, OE and TE, in their respective capacity as administrator, collectively, the “Administrators”), the Underwriting Agreement among the Bond Issuers, CEI, OE, TE, the Trust and the underwriters named therein, relating to the underwriting of the Certificates, and the DTC Agreement (as defined in the Certificate Indenture), are herein collectively referred to as the “Basic Documents.”

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

ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions. All references herein to the “Declaration” or this “Declaration” are to this Amended and Restated Declaration of Trust, all references herein to the “Trust” are to the trust continued hereunder, and all references herein to Articles, Sections, subsections, Schedules and Exhibits are to Articles, Sections, subsections, Schedules and Exhibits of this Declaration, unless otherwise specified. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Recitals hereto.

ARTICLE II. ORGANIZATION

SECTION 2.1 Creation of Trust. The Trust continued hereby shall be known as “FirstEnergy Ohio PIRB Special Purpose Trust 2013,” in which name the Delaware Trustee (only to the extent the Delaware Trustee is expressly required herein) and each Administrative Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust. In addition, each Administrative Trustee may conduct the business of the Trust in its own name, as trustee hereunder, to the extent deemed necessary or appropriate by such Administrative Trustee, in its sole discretion; provided, that such Administrative Trustee may rely conclusively upon an opinion of counsel as to whether any proposed action is necessary or appropriate. It is the intention that the Trust shall constitute a statutory trust under the Delaware Statutory Trust Act (being Chapter 38 of Title 12 of the Delaware Code, 12 Del. C., § 3801 et seq., as the same may be amended from time to time and any successor statute) (the “Statutory Trust Act”), that the Certificate Indenture shall be deemed a part of this Declaration and that this Declaration (together with the Certificate Indenture) shall constitute the governing instrument of the Trust. To the extent that the provisions of this Declaration and the Certificate Indenture conflict with respect to the issuance of the Certificates and the rights of the holders thereof, the Certificate Indenture shall control. The Delaware Trustee filed the Certificate of Trust,

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substantially in the form attached hereto as Exhibit A, pursuant to § 3810 et seq. of the Statutory Trust Act in connection with the creation of the Trust as a statutory trust under the Statutory Trust Act. The fiscal year of the Trust shall be the calendar year.

SECTION 2.2 Situs of the Trust. The Trust shall be located in Delaware and administered in Delaware, Illinois, New York or such other location as is acceptable to the Bond Issuers. The office of the Trust shall be in care of the Delaware Trustee at the corporate trust office (the “Office”) at 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801 (although any notice, direction, consent or waiver given to the Delaware Trustee hereunder shall also be given in care of the address set forth in Section 7.3(a) hereof), which Office shall be located in Delaware, or at such other address in Delaware as the Delaware Trustee may designate by written notice to the Certificate Trustee, the Bond Issuers, the Bond Trustees, the Servicers, and the holders of the Certificates. The Trust shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Delaware Trustee or the Certificate Trustee (each in its individual capacity but not as Delaware Trustee or Certificate Trustee, as applicable) from having employees within or outside of the State of Delaware.

SECTION 2.3 Purposes and Powers.

(a) The Trust is constituted solely for the purpose of acquiring and holding the Bonds and issuing the Certificates, applying the proceeds of the Certificates to purchase the Bonds from each Bond Issuer and entering into and performing its obligations under each of the Basic Documents to which it may be a party (which functions the Administrative Trustees or the Delaware Trustee (only to the extent the Delaware Trustee is expressly required herein) shall perform or cause to be performed on behalf of the Trust), and, except as set forth herein, the Trust (and any Person acting on behalf of the Trust) is not authorized or empowered to acquire any other investments or engage in any other activities on behalf of the Trust and, in particular, neither Trustee is authorized or empowered to do anything that would cause the Trust to fail to qualify as a “grantor trust” for federal income tax purposes.

(b) The Trustees shall have all rights and powers set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust.

SECTION 2.4 Trust Property.

(a) The Bond Issuers assigned, transferred, conveyed and set over to the Delaware Trustee on behalf of the Trust the sum of $1.00. The Delaware Trustee previously acknowledged receipt of such amount in trust from the Bond Issuers, which amount constituted the initial trust property.

(b) Upon issuance of the Certificates and purchase of the Bonds from each Bond Issuer, the holders of the Certificates shall become the sole and exclusive beneficial owners of the Trust estate established hereby. In accordance with Section 3805(e) of the Statutory Trust Act and subject to the terms and conditions of the Certificate Indenture, at the time that a holder of a Certificate becomes entitled to receive a distribution from the Trust, it has the status of, and is entitled to all remedies available to, a creditor of a statutory trust with respect to the distribution. The Delaware Trustee hereby declares that it shall hold the Bonds of each Bond Issuer, the security interest in the phase-in-recovery property (as defined in the Statute) securing the Bonds of each Bond Issuer, and all other property constituting Trust Property (as defined in the Certificate Indenture) in trust as herein provided for the benefit of the holders of the Certificates, subject to the rights of such holders under the Certificate Indenture, from and after such date until termination of the Trust as herein provided, or under the Basic Documents.

(c) Legal title to the Trust Property shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Property to be

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vested in a trustee or trustees, in which case title shall be deemed to be vested in the Delaware Trustee, a co-trustee and/or a separate trustee, as the case may be.

SECTION 2.5 Issuance of Certificates. The Trust shall execute and deliver the Certificates in accordance with, and only upon satisfaction of the terms of, the Certificate Indenture. Each Certificate shall represent a fractional undivided beneficial interest in the bonds of each Bond Issuer and the other Trust Property, and shall be issued in accordance with the terms of the Certificate Indenture.

SECTION 2.6 Organizational Expenses. The Delaware Trustee shall be reimbursed, but solely from amounts payable by the Bond Issuers under a fee and indemnity agreement dated as of June 20, 2013 among the Bond Issuers, the Certificate Trustee, the Delaware Trustee, and the Trust (the “Fee and Indemnity Agreement”), for organizational expenses of the Trust as they may arise. No Trustee shall have recourse against the Bonds or the payments thereon and proceeds thereof, for the reimbursement of such expenses.

SECTION 2.7 Independent Status. The Trust and each of the Bond Issuers each covenant and agree to hold itself out to the public under its own name as a separate and distinct entity and will each conduct its business so as not to mislead others as to its identity. The Trust (and the Administrative Trustees on behalf of the Trust) shall cause those financial statements and other records required by law, or otherwise required, to be prepared and maintained separate and apart from those of the Bond Issuers.

SECTION 2.8 Tax Treatment; Construction.

(a) It is the intention that the Trust shall be treated as a “grantor trust” for federal income tax purposes and all transactions contemplated by this Declaration will be reported consistently with such treatment.

(b) The provisions of this Declaration shall be construed, and the affairs of the Trust shall be conducted, so as to achieve treatment of the Trust as a “grantor trust” for federal income tax purposes. Accordingly, notwithstanding any other provision hereof to the contrary, this Declaration, along with the Certificate Indenture, shall be construed to establish one or more Tranches of beneficial interests of Certificates, with each such Tranche of the Trust representing undivided beneficial interests in the assets of the Trust and facilitating the direct investment in such assets by the holders of such Tranche of Certificates. The assets of the Trust shall consist of the Bonds of each Bond Issuer and other property described in this Declaration (including by reference to the Certificate Indenture), and the Trustees shall have no power hereunder to vary the investment of the holders of any such Tranche of Certificates.

ARTICLE III. DELIVERY OF CERTAIN DOCUMENTS

SECTION 3.1 Documents Relating to Issuance of Certificates. The Delaware Trustee is hereby directed to execute and deliver on behalf of the Trust from time to time and as instructed in writing by the Bond Issuers, all Basic Documents to which the Trust may be a party, including the Certificate Indenture, the Certificates (including any Certificates issued upon transfer or exchange or as replacement Certificates in accordance with the Certificate Indenture), the Bond Purchase Agreements, the Fee and Indemnity Agreement and the Underwriting Agreement, and any amendment or supplement to any of the foregoing, and each Administrative Trustee is hereby directed to execute and deliver on behalf of the Trust from time to time and as instructed in writing by the Bond Issuers all other documents and instruments as may be necessary or desirable to issue the Certificates pursuant to the provisions of the Certificate Indenture and to purchase the Bonds pursuant to the Bond Purchase Agreements, and any

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amendment or supplement to any of the foregoing; provided that in the case of the execution and delivery of any amendment or supplement to a document or instrument by the Delaware Trustee and each Administrative Trustee, such Trustee shall be obligated only to execute and deliver any such amendment or supplement in such form as the Bond Issuers shall approve, as evidenced conclusively by the presentation of such amendment or supplement by the Bond Issuers to the applicable Trustee or Trustees for execution and delivery thereof on behalf of the Trust.

SECTION 3.2 Residual Matters. To the extent the Trust is required to take any actions that are incidental to, contemplated by or in furtherance of its purpose set forth in Section 2.3 hereof, which actions are not otherwise contemplated or addressed by this Declaration, or the Bond Issuers otherwise deem such actions to be necessary or advisable and in the best interests of the Certificate holders, each Administrative Trustee is hereby authorized to cause the Trust to take such actions.

ARTICLE IV. THE TRUSTEES

SECTION 4.1 Appointment. For valuable consideration received, it is mutually covenanted and agreed that (a) the Delaware Trustee has been, and by this document is, appointed to serve as the trustee of the Trust in the State of Delaware pursuant to Section 3807 of the Statutory Trust Act and (b) each Administrative Trustee is hereby appointed to serve as a trustee of the Trust.

SECTION 4.2 Duties and Responsibilities. It is understood and agreed that, the duties and responsibilities of: (a) the Delaware Trustee shall be limited to (i) executing and delivering on behalf of the Trust all Basic Documents to which the Trust or the Delaware Trustee may be a party, and any amendments or supplements to the foregoing, (ii) accepting legal process served on the Trust in the State of Delaware, (iii) the execution and delivery of all certifications required to be filed with the Secretary of State of the State of Delaware in order to form, maintain and terminate the existence of the Trust under the Statutory Trust Act as instructed by the Bond Issuers, and (iv) the taking of only such other actions as are specifically assigned to it by this Declaration; and (b) each Administrative Trustee shall be limited to (i) executing and delivering on behalf of the Trust all other documents and instruments not specifically required to be executed and delivered by the Delaware Trustee as may be necessary or desirable to issue the Certificates pursuant to the provisions of the Certificate Indenture and to purchase the Bonds pursuant to the Bond Purchase Agreements, and any amendments or supplements to the foregoing and (ii) the taking of only such other actions as are specifically assigned to it by this Declaration, including the matters contemplated by Section 3.2 hereof. No implied covenants or obligations shall be read into this Declaration against any Trustee. No Trustee nor any of its respective officers, directors, employees, agents or affiliates shall have any implied duties (including law fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust, which implied duties and liabilities are hereby eliminated. The permissive right of the Trustees to take any action hereunder or under any other Basic Document shall not be construed as a duty.

SECTION 4.3 Prohibited Actions. Except as otherwise expressed herein and as permitted under the Basic Documents, the Trustees shall not (i) take any action with respect to any election by the Trust to file an amendment to this Declaration, (ii) amend, change, modify or terminate any Basic Document, or (iii) sell the Bonds of any Bond Issuer, any other Trust Property or any interest therein.

SECTION 4.4 Acceptance of the Trusts. By the execution hereof, the Trustees accept the trusts created hereinabove.

SECTION 4.5 Limitation of Liability. Except as otherwise expressly required by this Declaration and except for its own willful misconduct or negligence in the performance of its specified duties under this Declaration, no Trustee shall have any duty or liability with respect to the administration

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of the Trust, the investment of the Trust’s property or the payment of dividends or other distributions of income or principal to the holders of the Certificates. No Trustee shall be liable for the acts or omissions of the Certificate Trustee nor shall any Trustee be liable for supervising or monitoring the performance of the duties and obligations of the Trust, the Certificate Trustee, any other Trustee, the Servicers, any document custodian or any other Person hereunder or under any Basic Document or otherwise. No Trustee shall be personally liable under any circumstances, except for its own willful misconduct or negligence. In particular, but not by way of limitation:

(a) the Delaware Trustee shall not be personally liable for any error of judgment made in good faith by any officer within the corporate trust department of the Delaware Trustee who has been assigned to perform or provide trustee functions or services on behalf of the Trust nor shall any Administrative Trustee be personally liable for any error of judgment made in good faith by any of its officers, employees or agents who have been assigned to perform or provide trustee functions or services on behalf of the Trust;

(b) no provision of this Declaration shall require any Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if such Trustee shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured or provided to it;

(c) it is expressly understood and agreed by the parties hereto that (i) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association, CEI, OE or TE, but is made and intended for the purpose of binding only the Trust, (ii) nothing herein contained shall be construed as creating any liability of U.S. Bank Trust National Association, CEI, OE or TE, individually or personally, to perform any covenant of the Trust either expressed or implied contained herein, all such liability, if any, deemed waived by the parties who are signatories to this Declaration and by any person or entity (each, a “Person”) claiming by, through or under such parties and (iii) under no circumstances shall U.S. Bank Trust National Association, CEI, OE or TE be personally liable for the payment of any indebtedness or expenses of the Trust (other than expenses subject to reimbursement as contemplated by Section 2.6 above), or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by or on behalf of the Trust under this Declaration;

(d) the Trustees shall not be personally responsible for the validity or sufficiency of this Declaration or the Certificates or for the due execution hereof by the Bond Issuers or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Property;

(e) in the exercise or administration of the trusts hereunder, each Trustee (i) may act directly or through agents (including affiliates), attorneys, custodians or nominees pursuant to agreements entered into with any of them, and such Trustee shall not be liable for the default or misconduct or supervision of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by such Trustee in good faith and (ii) may, at the expense of the Bond Issuers, consult with attorneys, accountants and other skilled Persons to be selected in good faith and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such attorneys, accountants or other skilled Persons;

(f) except as expressly provided in this Section 4.5, in accepting and performing the trusts hereby created, each Trustee acts solely as trustee for the Trust and not in its individual capacity, and all Persons having any claim against any Trustee by reason of the transactions contemplated by this Declaration shall look only to the Trust’s property for payment or satisfaction thereof;

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(g) the Delaware Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Trust Property shall be to deal with such property in a manner similar to the manner in which the Delaware Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Delaware Trustee under this Declaration;

(h) the Delaware Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or other statement in any disclosure or offering document or in any other document issued or delivered in connection with the sale or transfer of the Certificates or the Bonds;

(i) the Trustees shall have no duty or liability for or with respect to the value, genuineness, existence or sufficiency of the Trust Property or the payment of any taxes or assessments levied thereon or in connection therewith;

(j) the Delaware Trustee shall not be liable for any interest on any moneys received by it on behalf of the Trust, except as the Delaware Trustee may otherwise agree with the Bond Issuers in writing;

(k) moneys held by the Delaware Trustee on behalf of the Trust need not be segregated from other moneys except as the Delaware Trustee may otherwise agree with the Bond Issuers or as otherwise required by law;

(l) no Trustee shall be under any obligation to exercise any of the rights or powers vested in it by this Declaration, or to institute, conduct or defend any litigation under this Declaration or otherwise in relation to the Trust, this Declaration or any Basic Document, at the request or direction of any of the Bond Issuers, the Certificateholders, the Settlors, any other Trustee or any other Person, unless such Persons have offered to such Trustee and, in the case of the Delaware Trustee, U.S. Bank Trust National Association, security or indemnity satisfactory to it against the costs, expenses (including reasonable legal fees and expenses) and liabilities that might be incurred by such Trustee or U.S. Bank Trust National Association, as the case may be, in compliance with such request or direction. The right of any Trustee to perform any discretionary act enumerated in this Declaration or in any Basic Document shall not be construed as a duty, and such Trustee shall not be answerable or personally liable to any Person for any such act other than liability to the Trust and the beneficial owners for its own negligence or willful misconduct in the performance in any such act;

(m) no Trustee shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document;

(n)(i) the Delaware Trustee shall not be deemed to have knowledge of any fact or event unless an officer in the corporate trust office of the Delaware Trustee having direct responsibility for administration of the Declaration (a “Responsible Officer”) has actual knowledge thereof or unless written notice of such fact or event is received by a Responsible Officer and such notice references the fact or event and (ii) no Administrative Trustee shall be deemed to have knowledge of any fact or event unless an officer having direct responsibility for administration of the Declaration has actual knowledge thereof or unless written notice of such fact or event is received by such an officer and such notice references the fact or event;

(o) each of the parties hereto hereby agrees and, as evidenced by its acceptance of any benefits hereunder, any Certificateholder agrees that neither Trustee, in any capacity (x) has provided or will provide in the future, any advice, counsel or opinion regarding the tax, financial, investment, securities

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law or insurance implications and consequences of the formation, funding and ongoing administration of the Trust, and (y) has made any investigation as to the accuracy of any representations, warranties or other obligations of the Trust under the Basic Documents; and

(p) each Trustee shall have the right at any time to seek instructions concerning the administration of the Trust, or from any court of competent jurisdiction. Each Trustee shall take such action or refrain from taking such action under this Declaration as it may be directed in writing by the Bond Issuers or, in the case of the Delaware Trustee, any Administrative Trustee ( in each case, an “Instructing Party”) from time to time; provided, however, that such Trustee shall not be required to take or refrain from taking any such action if it shall have determined, or shall have been advised by counsel, that such performance is likely to involve such Trustee in personal liability or is contrary to the terms of this Declaration or of any document contemplated hereby to which the Trust is a party or is otherwise contrary to law. If at any time such Trustee determines that it requires or desires guidance regarding the application of any provision of this Declaration or any other document, then such Trustee may deliver a notice to an Instructing Party requesting written instructions as to the course of action desired by such Instructing Party and such instructions shall constitute full and complete authorization and protection for actions taken by such Trustee in reliance thereon. If such Trustee does not receive such instructions within five (5) Business Days after it has delivered to such Instructing Party such notice requesting instructions, or such shorter period of time as may be set forth in such notice, it shall refrain from taking any action with respect to the matters described in such notice. Each instruction delivered by an Instructing Party to such Trustee shall certify to such Trustee that any actions to be taken pursuant to such instruction comply with the terms of this Declaration and such Trustee may rely on such certification and instruction without inquiry except to the extent it has actual knowledge to the contrary.

SECTION 4.6 Compensation and Reimbursement; Indemnification.

(a) Pursuant to the Fee and Indemnity Agreement, each Bond Issuer has agreed to pay, or cause to be paid, to the Delaware Trustee from time to time compensation for its services and to reimburse it for its reasonable expenses hereunder. The Delaware Trustee shall have no recourse against the Bonds of any Bond Issuer, the payments received thereon or the proceeds therefrom, for the payment of such compensation or for the reimbursement of such expenses.

(b) Pursuant to the Fee and Indemnity Agreement, each Bond Issuer has agreed to indemnify, defend and hold harmless the Delaware Trustee and any of the affiliates, officers, directors, employees and agents of the Delaware Trustee (the “Delaware Trustee Indemnified Persons”) from and against any and all losses, claims, actions, suits, taxes, damages, costs, expenses (including the reasonable fees and expenses of its counsel) and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Delaware Trustee Expenses”), to the extent that such Delaware Trustee Expenses arise out of or are imposed upon or asserted against such Delaware Trustee Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of this Declaration or the transactions contemplated hereby; provided, however, that no Bond Issuer is, nor shall it be, required to indemnify any Delaware Trustee Indemnified Person for any Delaware Trustee Expenses that result from the willful misconduct or negligence of such Delaware Trustee Indemnified Person. Pursuant to the Fee and Indemnity Agreement, the obligations of the Bond Issuers to indemnify the Delaware Trustee Indemnified Persons shall survive the termination of this Declaration and the resignation or removal of the Delaware Trustee. The Delaware Trustee is hereby authorized to execute the Fee and Indemnity Agreement on behalf of the Trust and to enforce the terms thereof on its own behalf and on behalf of the Trust.

(c) Notwithstanding anything to the contrary in this Declaration, the Delaware Trustee shall have no recourse against the Bonds of any Bond Issuer or the payments thereon and proceeds thereof, for payment of any amounts required to be paid to the Delaware Trustee under the Fee and Indemnity Agreement. Each Bond Issuer’s

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obligations to make payments of such amounts to any Trustee shall be subject to the priorities and Cap (as defined in the Bond Indenture) set forth in Section 8.02(e) of its Bond Indenture.

SECTION 4.7 Resignation. Any Trustee may resign upon 30 days’ prior written notice to the Certificate Trustee, the Bond Issuers, the other Trustees and the Trust; provided, however, that a successor Delaware Trustee or Administrative Trustee, as the case may be, satisfactory to the Bond Issuers shall have been appointed and agreed to serve. If a successor Delaware Trustee or Administrative Trustee, as the case may be, shall not have been appointed by the Bond Issuers within such 30-day period, the Delaware Trustee or Administrative Trustees may apply to the Court of Chancery of the State of Delaware for the appointment of a successor Delaware Trustee or Administrative Trustee, as the case may be. Any successor Delaware Trustee must satisfy the requirement of Section 3807(a) of the Statutory Trust Act.

SECTION 4.8 Merger or Consolidation of Delaware Trustee. Any Person into which the Delaware Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Delaware Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of the Delaware Trustee, shall be the successor Delaware Trustee under this Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto (except for the filing at the expense of the Trust of an amendment to the Trust’s certificate of trust if required by law), notwithstanding anything to the contrary herein; provided, however, that such successor Delaware Trustee shall satisfy the requirement of Section 3807(a) of the Statutory Trust Act.

SECTION 4.9 Appointment of Co-Trustee or Separate Trustee.

(a) Whenever (i) it shall be deemed necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Trust Property shall be situated or to make any claim or bring any suit with respect to the Trust Estate or (ii) the Delaware Trustee shall be advised by counsel that it is necessary or prudent, the Delaware Trustee shall execute and deliver an agreement supplemental hereto and any other required supplemental instruments and agreements, and shall take all other actions necessary or proper to appoint one or more Persons either as co-trustee or co-trustees jointly with the Delaware Trustee of all or any part of the Trust Property, or as separate trustee or separate trustees of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity, such title to the Trust Estate or any part thereof and such rights or duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Delaware Trustee. No co-trustee or separate trustee shall be required to meet the terms of eligibility as a successor Delaware Trustee pursuant to Section 4.7. If any co-trustee or separate 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 Delaware Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. All rights, powers, duties and obligations conferred or imposed upon the Delaware Trustee shall be conferred or imposed upon and exercised or performed by the Delaware 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 Delaware 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 Delaware 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 Trust Property 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 Delaware Trustee;

SECTION 4.10 Representations and Warranties of the Trustees. (a) The Delaware Trustee hereby represents and warrants to each other party hereto as follows:

9

(i) It is a national association duly organized, validly existing and in good standing under the laws of the United States;

(ii) It has full power, authority and legal right to execute, deliver and perform this Declaration, and has taken all necessary action to authorize the execution, delivery and performance by it of this Declaration;

(iii) The execution, delivery and performance of this Declaration by the Delaware Trustee (A) do not violate any requirement of federal law or the law of the State of Delaware governing its banking and trust powers or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to it or any of its assets, (B) do not violate any provision of its charter or bylaws, and (C) do not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on its performance or its ability to perform its duties as Delaware Trustee under this Declaration or on the transactions contemplated by this Declaration;

(iv) The execution, delivery and performance of this Declaration by the Delaware Trustee shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of banks or trust companies in the jurisdiction in which the Trust was formed (except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware); and

(v) This Declaration has been duly executed and delivered by the Delaware Trustee and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes the legal, valid and binding agreement of it, enforceable against it in accordance with the terms of this Declaration, except as enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

(b) Each Administrative Trustee hereby represents and warrants to each other party hereto as follows:

(i) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio;

(ii) It has full power, authority and legal right to execute, deliver and perform this Declaration, and has taken all necessary action to authorize the execution, delivery and performance by it of this Declaration;

(iii) The execution, delivery and performance of this Declaration by such Administrative Trustee (A) do not violate any requirement of federal law or the law of the State of Ohio governing it or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to it or any of its assets, (B) do not violate any provision of its charter or bylaws, and (C) do not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to

10

which it is a party, which violation, default or lien could reasonably be expected to have a materially adverse effect on its performance or its ability to perform its duties as Administrative Trustee under this Declaration or on the transactions contemplated by this Declaration;

(iv) The execution, delivery and performance of this Declaration by such Administrative Trustee shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency having jurisdiction over it or its properties, except such as have been given or obtained; and

(v) This Declaration has been duly executed and delivered by such Administrative Trustee and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes the legal, valid and binding agreement of it, enforceable against it in accordance with the terms of this Declaration, except as enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.

SECTION 4.11 Reliance; Advice of Counsel.

(a) No Trustee shall incur liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties or need investigate any fact or matter pertaining to or in any such document. Each Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate or limited liability company party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect unless and until such Trustee receives a certified copy of a resolution of such board of directors or other governing body revoking the same. As to any fact or matter the method of the determination of which is not specifically prescribed herein, each Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized persons of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to it for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b) In the exercise or administration of the Trust and in the performance of its duties and obligations under this Declaration and the Basic Documents, each Trustee: (i) may, at the expense of the Bond Issuers (to the extent provided in the Fee and Indemnity Agreement or the Servicing Agreements, as applicable) or any other party, act directly or through its agents, attorneys, custodians or nominees (including, if necessary, the granting of a power of attorney to any of its officers not otherwise authorized to execute and deliver any Basic Document, Certificate or other document related thereto and to take any action in connection therewith on behalf such Trustee) pursuant to agreements entered into with any of them, and such Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by such Trustee with reasonable care; and (ii) may, at the expense of the Bond Issuers (to the extent provided in the Fee and Indemnity Agreement or the Servicing Agreements, as applicable) or any other party, consult with counsel, accountants and other professionals to be selected with reasonable care by it. No Trustee shall be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountant or other such Persons reasonably relied on and which, according to such opinion or advice, is not contrary to this Declaration or any other Basic Document.

SECTION 4.12 Delaware Trustee May Own Certificates. The Delaware Trustee in its individual or any other capacity may become the owner or pledgee of Certificates and may deal with CEI, OE or TE,

11

the Bond Issuers, the Bond Trustee, the Certificate Trustee, the Servicers, the Administrative Trustees and their respective affiliates and with the holders of the Certificates in transactions in the same manner as the Delaware Trustee would have if it were not a trustee under this Declaration.

ARTICLE V. REPRESENTATION AND WARRANTIES OF THE BOND ISSUERS

SECTION 5.1 Representations and Warranties of Bond Issuers. Each Bond Issuer as a settlor of the Trust severally represents and warrants, as of the date hereof and as of the issuance date of the Certificates, as follows:

(a) Such Bond Issuer has full power, authority and legal right, and has taken all action necessary, to execute and deliver and perform this Declaration;

(b) The execution, delivery and performance by such Bond Issuer of this Declaration do not and will not violate any law or regulation applicable to it or violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to, any mortgage, indenture, contract, agreement or other undertaking to which such Bond Issuer is a party;

(c) This Declaration has been duly executed and delivered by such Bond Issuer and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law;

(d) The Trust is not required to be registered as an investment company under the Investment Company Act of 1940, as amended; and

(e) The execution, delivery or performance of this Declaration shall not require consent, approval or authorization of any governmental authority or any agency other than those already obtained.

ARTICLE VI. TERMINATION OF DECLARATION

SECTION 6.1 Termination of the Trust. The respective obligations and responsibilities of the Bond Issuers, the Trustees and the Trust shall terminate, and the Trust shall be dissolved and its affairs wound up, only upon the expiration of, one year and one day following the distribution to all holders of the Certificates of all amounts required to be distributed to them pursuant to the Certificate Indenture and the disposition of all other property, if any, held as part of the Trust Property with respect to such Certificates. Upon dissolution of the Trust, the Bond Issuers shall make reasonable provision for payment of all claims and obligations of the Trust in accordance with Section 3808 of the Statutory Trust Act and, in connection therewith, shall pay or provide for the payment of all remaining liabilities of the Trust, and the Trustees (with respect to the Trust), but, in the case of the Delaware Trustee, solely from amounts payable by the Bond Issuers under the Fee and Indemnity Agreement, and upon completion of the winding up of the Trust, at the written instruction of the Bond Issuers, the Delaware Trustee shall file a certificate of cancellation under the Statutory Trust Act and the Trust, shall terminate. Any fees or expenses associated with such filing payable to the Delaware Trustee shall be paid from amounts payable by the Bond Issuers under the Fee and Indemnity Agreement.

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ARTICLE VII. MISCELLANEOUS

SECTION 7.1 No Legal Title to Trust Property. As provided in Section 2.4(c) hereof, the Bond Issuers shall not have legal title to any part of the Trust Property.

SECTION 7.2 Limitations on Rights of Others. Except as otherwise provided herein, the provisions of this Declaration are solely for the benefit of the Bond Issuers, the Delaware Trustee, the Administrative Trustees, the Certificate Trustee and the holders of the Certificates, and nothing in this Declaration, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Property or under or in respect of this Declaration or any covenants, conditions or provisions contained herein.

SECTION 7.3 Notices.

(a) Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Declaration shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid,

if to the Trust, to:

U.S. Bank Trust National Association,

as Delaware Trustee for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7^th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: FirstEnergy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: Melissa.Rosal@usbank.com

with copies to the Bond Issuers at the addresses listed below.

if to the CEI Bond Issuer, to:

CEI Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

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if to the OE Bond Issuer, to:

OE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the TE Bond Issuer, to:

TE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the Administrative Trustee, to:

The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company

76 South Main Street

Akron, OH 43038

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the Delaware Trustee, to:

U.S. Bank Trust National Association,

    as Delaware Trustee for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7^th FloorMail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: FirstEnergy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: Melissa.Rosal@usbank.com

(b) The Trust, the Bond Issuers, the Administrative Trustees or the Delaware Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

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(c) If a notice or communication is mailed in the manner provided above within the time prescribed, it is conclusively presumed to have been duly given, whether or not the addressee receives it.

SECTION 7.4 Severability. If any one or more of the covenants, agreements, provisions or terms of this Declaration shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Declaration and shall in no way affect the validity or enforceability of the other provisions of this Declaration.

SECTION 7.5 Amendments Without Consent of Holders. Notwithstanding any provision of this Declaration other than Section 7.7(e) hereof, including Section 7.6 hereof, this Declaration may be amended by the Delaware Trustee, the Administrative Trustees and the Bond Issuers without the consent of any of the holders of the Certificates or any other Person (and with prior notice to the rating agencies named in the Certificate Indenture) to (i) cure any ambiguity; (ii) correct or supplement any provision in this Declaration that may be defective or inconsistent with any other provision in this Declaration; (iii) add to the covenants, restrictions or obligations of the Delaware Trustee or the Administrative Trustees for the benefit of the holders of the Certificates; (iv) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the Trust Property and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee; or (v) add, change or eliminate any other provision of this Declaration in any manner that shall not, as evidenced by an opinion of counsel addressed to the Bond Issuers, the Delaware Trustee, the Administrative Trustees and the Certificate Trustee, adversely affect in any material respect the powers, preferences or special rights of the holders of the Certificates; provided, however, that this Declaration shall not be amended in any manner which (i) would cause the Trust to be characterized as other than a “grantor trust” for federal income tax purposes or (ii) would affect the rights of the Bond Issuers hereunder or under the Basic Documents without the prior written consent of the Bond Issuers or receipt of an opinion of counsel addressed to the Bond Issuers, the Delaware Trustee, the Administrative Trustees and the Certificate Trustee to the effect that such amendment does not adversely affect, in any manner, the interests of the Bond Issuers under this Declaration or the Basic Documents. After the execution of any such amendment, the Delaware Trustee shall furnish a copy thereof to the rating agencies named in the Certificate Indenture.

SECTION 7.6 Amendments With Consent of Holders. Subject to Section 7.7(e) hereof, this Declaration may be amended from time to time by the Delaware Trustee, the Administrative Trustees and the Bond Issuers with the consent of the Certificate Trustee (acting at the instruction of the holders of Certificates whose Certificates evidence not less than a majority of the outstanding principal amount of each affected Tranche of the Certificates as of the close of business on the preceding Certificate payment date) (which consent, whether given pursuant to this Section 7.6 or pursuant to any other provision of this Declaration or the Certificate Indenture, shall be conclusive and binding on each Certificate holder and on all future holders of such Certificate and of any Certificates issued upon the transfer therefor or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Certificates) (and with prior notice to the rating agencies named in the Certificate Indenture) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Declaration, or of modifying in any manner the rights of the holders of the Certificates; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, payments that shall be required to be made on any Certificate without the consent of the holder thereof; (b) adversely affect the rating of any Certificate without the consent of each holder of an affected Certificate; or (c) reduce the foregoing majority requirement for consent to any such amendment, without the consent of each holder of Certificates then outstanding. Prior to the execution of any such amendment, supplement or consent, the Administrative Trustees shall furnish written notification of the substance of such amendment, supplement or consent to the rating agencies named in the Certificate Indenture. After the execution of

15

any such amendment, supplement or consent, the Delaware Trustee shall furnish a copy thereof to the rating agencies named in the Certificate Indenture.

SECTION 7.7 Form of Amendments.

(a) Promptly after the execution of any amendment, supplement or consent pursuant to Sections 7.5 and 7.6, the Delaware Trustee shall furnish written notification of the substance of such amendment or consent to the Certificate Trustee and the Bond Issuers.

(b) The manner of obtaining such consents (and any other consents of holders of the Certificates provided for in this Declaration or in any other Basic Document) and of evidencing the authorization of the execution thereof by holders of the Certificates shall be subject to such reasonable requirements as the Administrative Trustees may prescribe to the extent not inconsistent with the provisions of the Basic Documents.

(c) Promptly after the execution of any amendment to the Certificate of Trust, the Delaware Trustee shall cause the filing of such amendment with the Secretary of State of the State of Delaware.

(d) Prior to the execution of any amendment to this Declaration, the Delaware Trustee, the Administrative Trustees and the Certificate Trustee shall receive an opinion of counsel to the effect that (i) the execution of such amendment is authorized or permitted by this Declaration, (ii) all conditions precedent to the execution of such amendments have been met and (iii) such execution will not adversely affect the treatment of the Trust as a “grantor trust” for federal income tax purposes.

(e) The Delaware Trustee may, but shall not be obligated to, enter into any such amendment that affects and only affects the Delaware Trustee’s own rights, duties or immunities under this Declaration or otherwise. No amendment of this Declaration that affects the rights, duties or immunities of the Certificate Trustee or any Administrative Trustee under this Declaration or otherwise shall be effective without the prior written consent of such Certificate Trustee or Administrative Trustee, as applicable.

SECTION 7.8 Counterparts. This Declaration may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

SECTION 7.9 Successors. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of the Bond Issuers, the Trust, the Delaware Trustee and the Administrative Trustees and their respective successors and permitted assigns, all as herein provided.

SECTION 7.10 No Petition Covenant. Notwithstanding any other provision of this Declaration or any Basic Document and notwithstanding any prior termination of this Declaration, the Trust (or the Delaware Trustee on behalf of the Trust) and the Bond Issuers shall not, prior to the date which is one year and one day after the termination of this Declaration, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust.

SECTION 7.11 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

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SECTION 7.12 Governing Law. THIS DECLARATION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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.

[Signature page follows.]

IN WITNESS WHEREOF, the Delaware Trustee, the Administrative Trustee and the Bond Issuers have caused this Declaration to be duly executed by duly authorized officers, all as of the day and year first above written.

CEI FUNDING LLC, as a Settlor
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
OE FUNDING LLC, as a Settlor
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
TE FUNDING LLC, as a Settlor
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, as Administrative Trustee
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
OHIO EDISON COMPANY, as Administrative Trustee
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
THE TOLEDO EDISON COMPANY, as Administrative Trustee
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

EXHIBIT A

FORM OF CERTIFICATE OF TRUST

OF

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013

THIS Certificate of Trust of FirstEnergy Ohio PIRB Special Purpose Trust 2013 (the “Trust”) is being duly executed and filed by the undersigned, not in its individual capacity but solely as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust is FirstEnergy Ohio PIRB Special Purpose Trust 2013.

2. Delaware Trustee. The name and address of a trustee of the Trust having its principal place of business in the State of Delaware are U.S. Bank Trust National Association, 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801.

3. Effective Date. This Certificate of Trust shall be effective upon its filing with the Secretary of State of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has duly executed this Certificate of Trust in accordance with Section 3811 of the Act.

U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity, but solely as Delaware Trustee of the Trust
By:
Name:	Melissa Rosal
Title:	Vice President

EX-4.3

EXHIBIT 4.3

Execution Version

CEI FUNDING LLC

as Bond Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

as Bond Trustee and Securities Intermediary

BOND INDENTURE

Dated as of June 20, 2013

$232,046,000

CEI FUNDING LLC BONDS

TABLE OF CONTENTS

ARTICLE I

Definitions and Incorporation by Reference

		Page
Section 1.01	Definitions		2
Section 1.02	Incorporation by Reference of Trust Indenture Act		9
Section 1.03	Rules of Construction		10
	ARTICLE II The Bonds
Section 2.01	Terms of the Bonds		10
Section 2.02	Form		11
Section 2.03	Execution, Authentication and Delivery		12
Section 2.04	Temporary Bonds		12
Section 2.05	Registration; Registration of Transfer and Exchange		12
Section 2.06	Mutilated, Destroyed, Lost or Stolen Bonds		13
Section 2.07	Persons Deemed Owner		14
Section 2.08	Payment of Principal and Interest; Interest on Overdue Principal; Principal and Interest Rights Preserved		14
Section 2.09	Cancellation		15
Section 2.10	Authentication and Delivery of Bonds		15
Section 2.11	Release of Collateral		18
Section 2.12	Tax Treatment		18
Section 2.13	State Pledge		19
Section 2.14	Security Interest		19
	ARTICLE III Covenants
Section 3.01	Payment of Principal and Interest		20
Section 3.02	Maintenance of Office or Agency		20
Section 3.03	Money for Payments To Be Held in Trust		20
Section 3.04	Existence		21
Section 3.05	Protection of Collateral		21
Section 3.06	Opinions as to Collateral		22
Section 3.07	Performance of Obligations; Servicing; Commission Filings		23
Section 3.08	Negative Covenants		25
Section 3.09	Annual Statement as to Compliance		25
Section 3.10	Bond Issuer May Consolidate, etc., Only on Certain Terms		26
Section 3.11	Successor or Transferee		27
Section 3.12	No Other Business		27
Section 3.13	No Borrowing		27
Section 3.14	Servicer’s Obligations		27
Section 3.15	No Additional Bonds		27
Section 3.16	Guarantees, Loans, Advances and Other Liabilities		27
Section 3.17	Capital Expenditures		28
Section 3.18	Intentionally Omitted		28
Section 3.19	Restricted Payments		28
Section 3.20	Notice of Events of Default		28
Section 3.21	Further Instruments and Acts		28
Section 3.22	Change in Chief Executive Office or Jurisdiction of Organization		28

i

	ARTICLE IV Satisfaction and Discharge; Defeasance
Section 4.01	Satisfaction and Discharge of Bond Indenture; Defeasance	28
Section 4.02	Conditions to Defeasance	29
Section 4.03	Application of Trust Money	30
Section 4.04	Repayment of Moneys Held by Paving Agent	30
	ARTICLE V Remedies
Section 5.01	Events of Default	31
Section 5.02	Acceleration of Maturity; Rescission and Annulment	32
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Bond Trustee	32
Section 5.04	Remedies; Priorities	34
Section 5.05	Optional Possession of the Collateral	34
Section 5.06	Limitation of Suits	34
Section 5.07	Unconditional Rights of Bondholders To Receive Principal and Interest	35
Section 5.08	Restoration of Rights and Remedies	35
Section 5.09	Rights and Remedies Cumulative	35
Section 5.10	Delay or Omission Not a Waiver	35
Section 5.11	Control by Bondholders	36
Section 5.12	Waiver of Past Defaults	36
Section 5.13	Undertaking for Costs	36
Section 5.14	Waiver of Stay or Extension Laws	37
Section 5.15	Action on Bonds	37
Section 5.16	Performance and Enforcement of Certain Obligations	37
	ARTICLE VI The Bond Trustee
Section 6.01	Duties of Bond Trustee	38
Section 6.02	Rights of Bond Trustee	39
Section 6.03	Individual Rights of Bond Trustee	40
Section 6.04	Bond Trustee’s Disclaimer	41
Section 6.05	Notice of Defaults	41
Section 6.06	Reports by Bond Trustee to Holders	41
Section 6.07	Compensation and Indemnity	42
Section 6.08	Replacement of Bond Trustee and Securities Intermediary	43
Section 6.09	Successor Bond Trustee by Merger	44
Section 6.10	Appointment of Co-Trustee or Separate Trustee	44
Section 6.11	Eligibility; Disqualification	45
Section 6.12	Preferential Collection of Claims Against Bond Issuer	45
Section 6.13	Representations and Warranties of Bond Trustee	45
Section 6.14	Custody of Collateral	45
	ARTICLE VII Bondholders’ Lists and Reports
Section 7.01	Bond Issuer To Furnish Bond Trustee Names and Addresses of Bondholders	46
Section 7.02	Preservation of Information: Communications to Bondholders	46
Section 7.03	Reports by Bond Issuer	46
Section 7.04	Reports by Bond Trustee	47

ii

	ARTICLE VIII Accounts, Disbursements and Releases
Section 8.01	Collection of Money	47
Section 8.02	Collection Account	47
Section 8.03	General Provisions Regarding the Collection Account	50
Section 8.04	Release of Collateral	51
Section 8.05	Opinion of Counsel	51
Section 8.06	Reports by Independent Registered Accountants	51
	ARTICLE IX Supplemental Bond Indentures
Section 9.01	Supplemental Bond Indentures Without Consent of Bondholders	52
Section 9.02	Supplemental Bond Indentures with Consent of Bondholders	52
Section 9.03	Execution of Supplemental Bond Indentures	53
Section 9.04	Effect of Supplemental Bond Indenture	54
Section 9.05	Conformity with Trust Indenture Act	54
	ARTICLE X Redemption of Bonds
Section 10.01	Optional Redemption by Bond Issuer	54
	ARTICLE XI Miscellaneous
Section 11.01	Compliance Certificates and Opinions, etc.	54
Section 11.02	Form of Documents Delivered to Bond Trustee	55
Section 11.03	Acts of Bondholders	56
Section 11.04	Notices	56
Section 11.05	Notices to Bondholders: Waiver	58
Section 11.06	Conflict with Trust Indenture Act	58
Section 11.07	Effect of Headings and Table of Contents	58
Section 11.08	Successors and Assigns	58
Section 11.09	Severability	59
Section 11.10	Benefits of Bond Indenture	59
Section 11.11	Legal Holidays	59
Section 11.12	Governing Law	59
Section 11.13	Counterparts	59
Section 11.14	Recording of Bond Indenture	59
Section 11.15	Bond Issuer Obligation	59
Section 11.16	No Recourse to Bond Issuer	60
Section 11.17	Inspection	60
Section 11.18	No Petition	60
Section 11.19	Securities Intermediary	61
Section 11.20	Trustee Capacities; Affiliated Parties	61
Section 11.21	Waiver of Jury Trial.	61
Section 11.22	Rule 17g-5 Compliance.	61

iii

SIGNATURE PAGE

SCHEDULE A	—	Expected Amortization Schedule
EXHIBIT A-1	—	Form of Sale Agreement
EXHIBIT A-2	—	Form of Servicing Agreement
EXHIBIT B	—	Form of Bond
EXHIBIT C	—	Servicing Criteria to be Addressed by Bond Trustee in Assessment of Compliance

iv

TRUST INDENTURE ACT CROSS REFERENCE TABLE

TIA SECTION		INDENTURE SECTION
310	(a)(1)	6.11
	(a)(2)	6.11
	(a)(3)	6.10(b)(i)
	(a)(4)	N/A
	(a)(5)	6.11
	(b)	6.11
311	(a)	6.12
	(b)	6.12
312	(a)	7.01 and 7.02
	(b)	7.02(b)
	(c)	7.02(c)
313	(a)	7.04
	(b)(1)	7.04
	(b)(2)	7.04
	(c)	7.04
	(d)	7.04
314	(a)	3.09, 4.01, and 7.03(a)
	(b)	3.06 and 4.01
	(c)(1)	2.10, 4.01, 8.04(b) and 11.01(a)
	(c)(2)	2.10, 4.01, 8.04(b) and 11.01(a)
	(c)(3)	2.10, 4.01 and 11.01(a)
	(d)	2.10, 8.04(b) and 11.01(b)
	(e)	11.01(a)
	(f)	11.01(a)
315	(a)	6.01(b)(i) and (ii)
	(b)	6.05
	(c)	6.01 (a)
	(d)	6.01(c)(i)-(iii)
	(e)	5.13
316	(a) (last sentence)	1.01 (definition of “Outstanding”)
	(a)(1)(A)	5.11

v

TIA SECTION		INDENTURE SECTION
	(a)(1)(B)	5.12
	(a)(2)	N/A
	(b)	5.07
	(c)	1.01 (definition of “Record Date”)
317	(a)(1)	5.03(a), (b) and (c)
	(a)(2)	5.03(d)(i)
	(b)	3.03
318	(a)	11.06
	(b)	11.06
	(c)	11.06

** “N/A” shall mean “not applicable.”

THIS CROSS REFERENCE TABLE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE

PART OF THIS INDENTURE.

vi

BOND INDENTURE dated effective as of June 20, 2013, between CEI 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”).

RECITALS

The Bond Issuer has duly authorized the execution and delivery of this Bond Indenture to provide for the issuance of its Bonds with an aggregate principal amount of $232,046,000 and the Bond Issuer and the Bond Trustee are executing and delivering this Bond Indenture in order to provide for the issuance of the Bonds.

GRANTING CLAUSE

The Bond Issuer hereby Grants to the Bond Trustee at the Issuance Date, as Bond Trustee for the benefit of the Holders of the Bonds and the Bond Trustee, all of the Bond Issuer’s right, title and interest in and to (a) the Phase-In-Recovery Property (created by Sections 4928.232, 4928.234 and 4928.2312 of the Statute and paragraph VI.A(6) of the Financing Order) transferred by the Seller to the Bond Issuer pursuant to the Sale Agreement and all proceeds thereof, (b) the Statutory Lien, (c) the Sale Agreement, (d) the Servicing Agreement, (e) the Administration Agreement, (f) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (g) all other property of whatever kind owned from time to time by the Bond Issuer, including accounts, general intangibles, equipment, deposit accounts, securities accounts and inventory, (h) the security interest with respect to the Phase-In-Recovery Property granted by the Seller to the Bond Issuer in the Sale Agreement, (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and 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 thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, securities 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 and (j) all proceeds of the foregoing (collectively, the “Collateral”; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated by the terms hereof and (ii) proceeds from the sale of the Bonds required to pay the purchase price of the Phase-In-Recovery Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Bonds or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19.

The foregoing Grants are made to the Bond Trustee in trust to secure the payment of principal of, interest on, and all other amounts (which shall include all amounts payable to the Bond Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the Bonds, including all amounts payable to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Bond Indenture, and to secure compliance with the provisions of this Bond Indenture with respect to the Bonds, all as provided in this Bond Indenture (collectively, the “Secured Obligations”). This Bond Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Ohio law, the provisions of the UCC or the Statute are applicable hereto.

The Bond Trustee, as trustee on behalf of the Holders of the Bonds and as agent for itself, acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform its duties specifically required herein.

AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all 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 Bond Issuer, for itself and any successor, does hereby covenant and agree to and with the Bond Trustee and its successors in said trust, for the benefit of the Holders and the Bond Trustee, as follows:

ARTICLE I

Definitions and Incorporation by Reference

Section 1.01 Definitions.

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Bond Indenture.

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

“Administration Agreement” means the Administration Agreement dated as of June 20, 2013, between The Cleveland Electric Illuminating Company, as Administrator, and the Bond Issuer, as the same may be amended and supplemented from time to time.

“Administration Fee” means the fee payable to the Administrator pursuant to the Administration Agreement.

“Administrative Trustee” means The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, collectively (in each case, in its capacity as a servicer).

“Administrator” means The Cleveland Electric Illuminating Company, an Ohio corporation, or any successor Administrator under the Administration Agreement.

“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 the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Officer” means, with respect to the Bond Issuer, any officer of the Bond Issuer who is authorized to act for the Bond Issuer in matters relating to the Bond Issuer and who is identified on the list of Authorized Officers delivered by the Bond Issuer to the Bond Trustee on the Issuance Date (as such list may be modified or supplemented by the Bond Issuer from time to time thereafter).

“Basic Documents” means, collectively, this Bond Indenture, the Certificate Indenture, the Declaration of Trust, the Sale Agreement, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Fee and Indemnity Agreement, the Cross-Indemnity Agreement and the Underwriting Agreement.

“Bondholder” or “Holder” means the Person in whose name a Bond is registered on the Bond Register.

“Bond Indenture” or “this Bond Indenture” means this instrument as originally executed and, as from time to time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended, or both, and shall include the forms and terms of the Bonds established hereunder.

“Bond Interest Rate” means, with respect to any Tranche of Bonds, the Bond Interest Rate therefor, as specified in Section 2.01(b).

“Bond Issuer” means the party named as such in this Bond Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the Trust Indenture Act, each other obligor on the Bonds.

2

“Bond Purchase Agreement” has the meaning set forth in the Certificate Indenture.

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

“Bonds” has the meaning specified in Section 2.01(a).

“Bond Trustee” means U.S. Bank National Association, as Bond Trustee under this Bond Indenture, or any successor Bond Trustee under this Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Chicago, Illinois, St. Paul, Minnesota, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Cap” has the meaning specified in Section 8.02(e).

“Capital Subaccount” has the meaning set forth in Section 8.02(a).

“Certificate Indenture” means the Certificate Indenture dated as of June 20, 2013, between the Certificate Issuer and the Certificate Trustee, as the same may be further amended and supplemented from time to time.

“Certificate Issuer” has the meaning set forth in the Certificate Indenture.

“Certificate Trustee” means the Person acting as certificate trustee under the Certificate Indenture.

“Certificates” has the meaning set forth in the Certificate Indenture.

“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 Granting Clause of this Bond Indenture.

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

“Corporate Trust Office” means the office of the Bond Trustee at which at any particular time this Bond Indenture shall be administered, which office at the date of the execution of this Bond Indenture is located at 190 South LaSalle Street, 7^th Floor, Mail Code MK-IL-SL 7R, Chicago, IL 60603, Attention: FirstEnergy Ohio PIRB Special Purpose Trust 2013, or at such other address as the Bond Trustee may designate from time to time by notice to the Bondholders and the Bond Issuer, or the principal corporate trust office of any successor Bond Trustee (the address of which the successor Bond Trustee will notify the Bondholders and the Bond Issuer).

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

“Cross-Indemnity Agreement” means the Cross-Indemnity Agreement dated as of June 20, 2013 between the Bond Issuer and OE Funding LLC and TE Funding LLC, as the same may be amended and supplemented from time to time.

“Declaration of Trust” has the meaning set forth in the Certificate Indenture.

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

“Delaware Trustee” means the Person acting as Delaware trustee under the Declaration of Trust.

“Delaware UCC” means the Delaware Uniform Commercial Code.

3

“DTC Agreement” has the meaning set forth in the Certificate Indenture.

“Eligible Account” means a segregated trust account with an Eligible Institution.

“Eligible Institution” means (a) the corporate trust department of the Bond Trustee so long as any securities of the Bond Trustee have either a short-term credit rating from Moody’s of at least “P-1” or a long-term unsecured debt rating from Moody’s of at least “A2” and have a credit rating from each other rating agency in one of its generic categories which signifies investment grade, or (b) a depository institution organized under the laws of the United States of America, any State or the District of Columbia (or any domestic branch of a foreign bank), (i) which has either (A) a long-term issuer rating of “AA-” or higher by Standard & Poor’s and “A2” or higher by Moody’s, and, if rated by Fitch, the equivalent of the lower of those two ratings by Fitch, or (B) a short-term issuer rating of “A-1+” or higher by Standard & Poor’s and “P-1” or higher by Moody’s, and, if Fitch provides a rating thereon, “F1+” by Fitch, or any other long-term, short-term or certificate of deposit rating acceptable to Standard & Poor’s and Moody’s and (ii) whose deposits are insured by the FDIC. If so qualified under clause (b) above, the Bond Trustee may be considered an Eligible Institution for the purposes of clause (a) of the definition of Eligible Account.

“Eligible Investments” mean instruments and investment property denominated in United States currency which mature on or before the business day preceding the next payment date and meet the criteria described below:

(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 and bankers’ acceptances of Eligible Institutions (including the Bond Trustee in its commercial capacity);

(c) commercial paper (other than commercial paper of The Cleveland Electric Illuminating Company, Ohio Edison Company or The Toledo Edison Company and their respective affiliates) having, at the time of the investment or contractual commitment, a rating of not less than “A-1” from Standard & Poor’s, not less than “P-1” by Moody’s and not less than “F1” by Fitch (including commercial paper issued by the Bond Trustee);

(d) money market funds which have the highest rating from each of the Rating Agencies from which a rating is available (including funds for which the Bond Trustee or any of its Affiliates is an investment manager or advisor);

(e) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or certain of its agencies or instrumentalities, entered into with Eligible Institutions;

(f) repurchase obligations with respect to any security or whole loan entered into with an Eligible Institution or a registered broker-dealer, acting as principal and that meets certain ratings criteria set forth below:

(i) a broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the Exchange Act (any broker/dealer being referred to in this definition as a “broker/dealer”), the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and, if Fitch provides a rating thereon, “F-1+” by Fitch, and the long-term debt obligations of which are rated at least “Aa3” by Moody’s, in each case at the time of entering into this repurchase obligation, or

(ii) an unrated broker/dealer acting as principal, that is a wholly-owned subsidiary of a non-bank or bank holding company the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and, if Fitch provides a rating thereon, “F-1+” by Fitch, and the long-term debt obligations of which are rated at least “Aa3” by Moody’s, in each case at the time of purchase so long as the obligations of such unrated broker/dealer are unconditionally guaranteed by such non-bank or bank holding company; and

(g) any other investment permitted by each of the Rating Agencies.

4

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

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

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

“Expected Amortization Schedule” means, with respect to each Tranche of Bonds, the schedule attached as Schedule A hereto.

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

“Fee and Indemnity Agreement” means the fee and indemnity agreement dated as of June 20, 2013, among the Bond Issuer, OE Funding LLC, TE Funding LLC, the Delaware Trustee, the Certificate Trustee and the Certificate Issuer.

“Final Maturity Date” means, with respect to any Tranche of Bonds, the Final Maturity Date therefor, as specified in Section 2.01(b).

“financial asset” has the meaning given such term in Section 8-102(a)(9) of the UCC.

“Financing Costs” has the meaning specified in Section 4928.23(E) of the Statute and the Financing Order.

“Fitch” means Fitch Ratings, or its successor.

“General Subaccount” has the meaning set forth in Section 8.02(a).

“Grant” means mortgage, pledge, collaterally assign and grant a Lien upon and a security interest pursuant to this Bond 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 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.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Bond Issuer, any other obligor upon the Bonds, the Seller, the Servicer 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 Bond Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with the Bond Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions (other than service as an Independent director of OE Funding LLC or TE Funding LLC).

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

“investment property” has the meaning given such term in the UCC.

“Issuance Date” has the meaning set forth in Section 2.01(c)(i).

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

5

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

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

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of CEI Funding LLC, dated as of June 20, 2013, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Member” means The Cleveland Electric Illuminating Company.

“Minimum Denomination” means $100,000 or in integral multiples of $1,000 in excess thereof.

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

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Bond Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to the Bond Trustee.

“Ohio UCC” means the Ohio Uniform Commercial Code.

“Operating Expenses” means all fees, costs and expenses of, and indemnities owed by, the Bond Issuer, including all amounts owed by the Bond Issuer to the Bond Trustee, the Certificate Issuer, the Certificate Trustee, the Delaware Trustee, OE Funding LLC, TE Funding LLC and the Rating Agencies, the Servicing Fee, the Administration Fee, any fees, costs and expenses payable or reimbursable by the Bond Issuer to the Administrator, Seller or Servicer and legal and accounting fees, taxes, costs and expenses of the Bond Issuer and the Certificate Issuer that are allocable to the Bond Issuer.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Bond Indenture, be an employee of or counsel to the Bond Issuer and who shall be reasonably satisfactory to the Bond Trustee, and which opinion or opinions shall be addressed to the Bond Trustee, as trustee, shall comply with any applicable requirements of Section 11.01, and shall be in form and substance reasonably satisfactory to the Bond Trustee.

“Outstanding” means, as of the date of determination, all Bonds theretofore authenticated and delivered under this Bond Indenture except:

(b) Bonds theretofore cancelled by the Bond Registrar or delivered to the Bond Registrar for cancellation;

(c) Bonds or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Bond Trustee or any Paying Agent in trust for the Holders of such Bonds; and

(d) Bonds in exchange for or in lieu of other Bonds which have been authenticated and delivered pursuant to this Bond Indenture unless proof satisfactory to the Bond Trustee is presented that any such Bonds are held by a bona fide purchaser; provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Bonds or any Tranche thereof have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Bonds owned by the Bond Issuer, any other obligor upon the Bonds, the Seller or any Affiliate of any of the foregoing Persons (other than the Certificate Issuer, the Delaware Trustee or the Certificate Trustee) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Bond Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds that the Bond Trustee actually knows to be so owned shall be so disregarded. Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Bond Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Bond Issuer, any other obligor upon the Bonds, the Seller or any Affiliate of any of the foregoing Persons (other than the Certificate Issuer, the Delaware Trustee or the Certificate Trustee).

6

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

“Paying Agent” means the Bond Trustee or any other Person that meets the eligibility standards for the Bond Trustee specified in Section 6.11 and is authorized by the Bond Issuer to make payment of principal of or interest on the Bonds on behalf of the Bond Issuer.

“Payment Date” has the meaning specified in Section 2.01(c)(ii).

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

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

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

“Projected Principal Balance” means, as of any Payment Date on any Tranche of Bonds, the projected outstanding principal amount of such Tranche of Bonds for such Payment Date set forth in the Expected Amortization Schedule.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“Rating Agency” means, collectively, Moody’s, Standard & Poor’s and Fitch. 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 Bond Issuer, notice of which designation shall be given to the Bond Trustee, the Certificate Trustee and the Servicer.

“Rating Agency Condition” means, with respect to any action, not less than ten Business Days’ prior written notification to each Rating Agency of such action, and written confirmation from each of Standard & Poor’s and Moody’s to the Servicer, the Bond Trustee and the Bond Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Bonds and that prior to the taking of the proposed action no other Rating Agency shall have provided written notice to the Bond Issuer that such action has resulted or would result in the suspension, reduction or withdrawal of the then current rating of any Tranche of Bonds; provided, that if within such ten Business Day period, any Rating Agency (other than Standard & Poor’s) has neither replied to such notification nor responded in a manner that indicates that such Rating Agency is reviewing and considering the notification, then (i) the Bond Issuer shall be required to confirm that such Rating Agency has received the Rating Agency Condition request, and if it has, promptly request the related Rating Agency Condition confirmation and (ii) if the Rating Agency neither replies to such notification nor responds in a manner that indicates it is reviewing and considering the notification within five Business Days following such second request, the applicable Rating Agency Condition requirement shall not be deemed to apply to such Rating Agency. For the purposes of this definition, any confirmation, request, acknowledgment or approval that is required to be in writing may be in the form of electronic mail or a press release (which may contain a general waiver of a Rating Agency’s right to review or consent).

“Record Date” means, with respect to a Payment Date, the close of business on the last day of the calendar month preceding the calendar month in which such Payment Date occurs.

7

“Registered Holder” means the Person in whose name a Bond is registered on the Bond Register on the applicable Record Date.

“Required Capital Level” means, as of any Payment Date, 0.50% of the initial principal amount of the Bonds.

“Responsible Officer” means, with respect to the Bond Trustee, any officer assigned to the Corporate Trust Office, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer or any other officer of the Bond Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Bond Indenture.

“Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between the Bond Issuer and the Seller, in the form of Exhibit A-1, as amended and supplemented from time to time.

“Scheduled Final Payment Date” means, with respect to any Tranche of Bonds, the Scheduled Final Payment Date therefor, as specified in Section 2.01(b).

“Secured Obligations” has the meaning specified in the Granting Clause of this Bond Indenture.

“Securities Account” means the Collection Account (to the extent it constitutes a “securities account”) as defined in Section 8-501 of the UCC).

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

“Securities Intermediary” means U.S. Bank National Association, a national banking association, solely in its capacity as a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC, or any successor securities intermediary.

“Security Entitlement” means “security entitlement” as defined in Section 8-102(a)(17) of the UCC, with respect to financial assets now or hereafter credited to the Securities Account.

“Seller” means The Cleveland Electric Illuminating Company.

“Semiannual Interest” has the meaning specified in Section 2.01(c)(iv).

“Semiannual Principal” means, with respect to any Payment Date on any Tranche of Bonds, the excess, if any, of the Outstanding Amount of such Tranche of Bonds over the outstanding principal balance of such Tranche of Bonds specified for such Payment Date in the Expected Amortization Schedule.

“Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013, between the Bond Issuer and the Servicer, in the form of Exhibit A-2, as amended and supplemented from time to time.

“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.

“State Pledge” has the meaning specified in Section 2.13.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

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“Statutory Lien” means the Lien on the Phase-In-Recovery Property created by Section 4928.2312 of the Statute and the Financing Order.

“Successor Servicer” has the meaning specified in Section 3.07(d).

“Tranche” means any one of the tranches of Bonds.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force on the date hereof, 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.

“Underwriting Agreement” means the Underwriting Agreement dated as of June 12, 2013, among the Certificate Issuer, Seller, the Bond Issuer, Ohio Edison Company, The Toledo Edison Company, OE Funding LLC, TE Funding LLC and the underwriters named therein.

“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.

“17g-5 Website” has the meaning specified in Section 11.22.

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth in the Servicing Agreement as in effect on the Issuance Date for all purposes of this Bond Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms:

Term	Section of Servicing Agreement
Adjustment Letter		Section 1.01
Estimated Phase-In-Recovery Charge Payments		Section 1.01
Financing Order		Section 1.01
Issuance Advice Letter		Section 1.01
Principal Balance		Section 1.01
Phase-In-Recovery Charge		Section 1.01
Phase-In-Recovery Charge Collections		Section 1.01
Phase-In-Recovery Property		Section 1.01
Regulation AB		Section 1.01
Seller		Section 1.01
Semiannual Servicer Certificate		Section 1.01
Servicer		Section 1.01
Servicer Default		Section 1.01
Servicing Fee		Section 1.01
Sponsor		Section 1.01
True-Up Adjustments		Section 1.01

Section 1.02 Incorporation by Reference of Trust Indenture Act.

Whenever this Bond Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Bond Indenture. The following Trust Indenture Act terms used in this Bond Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

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“indenture securities” means the Bonds.

“indenture security holder” means a Bondholder.

“indenture to be qualified” means this Bond Indenture.

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

“obligor” on the indenture securities means the Bond Issuer and any other obligor on the indenture securities.

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

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

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

(b) 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;

(c) “or” is not exclusive;

(d) “including” means including without limitation;

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

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

(g) all references in this Bond Indenture to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Bond Indenture; and

(h) except as otherwise specified herein, UCC terms shall have the meanings given to such terms in the UCC.

ARTICLE II

The Bonds

Section 2.01 Terms of the Bonds.

(a) Authorization; Designation. The issuance of the Bonds in an aggregate initial principal amount of $232,046,000 is hereby authorized and the Bonds shall be designated as the CEI Funding LLC Bonds (the “Bonds”), and further denominated as Tranches A-1 through A-3.

(b) Initial Principal Amount: Bond Interest Rate: Scheduled Final Payment Date: Final Maturity Date. The Bonds of each Tranche shall have the aggregate initial principal amount, bear interest at the rates per annum and shall have Scheduled Final Payment Dates and Final Maturity Dates as set forth below:

Tranche	Initial Principal Amount	Bond Interest Rate	Scheduled Final Payment Date	Final Maturity Date
A-1	$  72,503,000	0.679%	1/15/2017	1/15/2019
A-2	$  56,383,000	1.726%	1/15/2020	1/15/2022
A-3	$103,160,000	3.450%	1/15/2034	1/15/2036

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The Bond Interest Rate shall be computed on the basis of a 360-day year of twelve 30-day months.

The Bonds shall be issuable in not less than Minimum Denominations.

(c) Authentication Date; Payment Dates: Expected Amortization Schedule for Principal; Semiannual Interest.

(i) Authentication Date. The Bonds that are authenticated and delivered by the Bond Trustee to or upon the order of the Bond Issuer on June 20, 2013 (the “Issuance Date”) shall have as their date of authentication June 20, 2013.

(ii) Payment Dates. The Payment Dates for the Bonds shall be January 15 and July 15 of each year or, if any such date is not a Business Day, the next succeeding Business Day, commencing on January 15, 2014 and continuing until the earlier of repayment of the Bonds in full or the Final Maturity Date for Tranche A-3 of the Bonds.

(iii) Expected Amortization Schedule for Principal. Unless an Event of Default shall have occurred and be continuing and the unpaid principal amount of all Bonds and accrued interest thereon has been declared to be due and payable, on each Payment Date, the Bond Trustee shall pay to the Bondholders of record as of the related Record Date amounts payable pursuant to Section 8.02(e) as principal, in the following order and priority: (1) to the holders of the Tranche A-1 Bonds, until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; (2) to the holders of the Tranche A-2 Bonds, until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; and (3) to the holders of the Tranche A-3 Bonds until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; provided, however, that in no event shall a principal payment pursuant to this Section 2.01(c)(iii) on any Tranche on a Payment Date be greater than the amount that reduces the Outstanding Amount of such Tranche of Bonds to the amount specified in the Expected Amortization Schedule. Partial payments of any scheduled amortization payment shall be allocated within any Tranche of Bonds pro rata.

(iv) Semiannual Interest. Semiannual Interest will be payable on each Tranche of Bonds on each Payment Date in an amount equal to one-half of the product of (A) the applicable Bond Interest Rate and (B) the Outstanding Amount of the related Tranche of 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 Bonds on such preceding Payment Date; provided, however that with respect to the initial Payment Date or, if no payment has yet been made, interest on the outstanding principal balance will accrue from and including the Issuance Date to, but excluding, that Payment Date.

Section 2.02 Form.

The Bonds and the Bond Trustee’s certificate of authentication shall be in substantially the forms set forth in Exhibit B, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Bond Indenture 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 officers executing such Bonds, as evidenced by their execution of such Bonds. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond.

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The 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 officers executing such Bonds, as evidenced by their execution of such Bonds.

The terms of the Bonds set forth in Exhibit B are part of the terms of this Bond Indenture.

Section 2.03 Execution, Authentication and Delivery.

The Bonds shall be executed on behalf of the Bond Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Bonds may be manual or facsimile.

Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Bond Issuer shall bind the Bond Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Bonds or did not hold such offices at the date of such Bonds.

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

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

Section 2.04 Temporary Bonds.

Pending the preparation of definitive Bonds, the Bond Issuer may execute, and upon receipt of an Issuer Order the Bond Trustee shall authenticate and deliver, temporary Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the definitive Bonds in lieu of which they are issued and with such variations not inconsistent with the terms of this Bond Indenture as the officers executing such Bonds may determine, as evidenced by their execution of such Bonds.

If temporary Bonds are issued, the Bond Issuer will cause definitive Bonds to be prepared without unreasonable delay. After the preparation of definitive Bonds, the temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds at the office or agency of the Bond 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 Bonds, the Bond Issuer shall execute and the Bond Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Bonds of Minimum Denominations. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits under this Bond Indenture as definitive Bonds.

Section 2.05 Registration; Registration of Transfer and Exchange.

The Bond Issuer shall cause to be kept a register (the “Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Bond Issuer shall provide for the registration of Bonds and the registration of transfers of Bonds. The Bond Trustee shall be “Bond Registrar” for the purpose of registering Bonds and transfers of Bonds as herein provided. Upon any resignation of any Bond Registrar, the Bond Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Bond Registrar.

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If a Person other than the Bond Trustee is appointed by the Bond Issuer as Bond Registrar, the Bond Issuer will give the Bond 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 Bond Trustee shall have the right to inspect the Bond Register at all reasonable times and to obtain copies thereof, and the Bond Trustee shall have the right to rely upon a certificate executed on behalf of the Bond Registrar by a Responsible Officer thereof as to the names and addresses of the Holders of the Bonds and the principal amounts and number of such Bonds.

Upon surrender for registration of transfer of any Bond at the office or agency of the Bond Issuer to be maintained as provided in Section 3.02, the Bond Issuer shall execute, and the Bond Trustee shall authenticate and the Bondholder shall obtain from the Bond Trustee, in the name of the designated transferee or transferees, one or more new Bonds in any Minimum Denominations, of a like Tranche and aggregate principal amount.

At the option of the Holder, Bonds may be exchanged for other Bonds in any Minimum Denominations, of a like Tranche and aggregate principal amount, upon surrender of the Bonds to be exchanged at such office or agency. Whenever any Bonds are so surrendered for exchange, the Bond Issuer shall execute, and the Bond Trustee shall authenticate and the Bondholder shall obtain from the Bond Trustee, the Bonds which the Bondholder making the exchange is entitled to receive.

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

Every Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by (a) a written instrument of transfer in form satisfactory to the Bond Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Bond Trustee, and (b) such other documents as the Bond Trustee may require.

No service charge shall be made to a Holder for any registration of transfer or exchange of Bonds, but the Bond 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 Bonds, other than exchanges pursuant to Section 2.04 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Bond Issuer shall not be required to make and the Bond Registrar need not register transfers or exchanges of any Bond for a period of 15 days preceding the date for any payment with respect to the Bond.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Bonds.

If (i) any mutilated Bond is surrendered to the Bond Trustee, or the Bond Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Bond Trustee such security or indemnity as may be required by it to hold the Bond Issuer and the Bond Trustee harmless, then, in the absence of notice to the Bond Issuer, the Bond Registrar or the Bond Trustee that such Bond has been acquired by a protected purchaser, the Bond Issuer shall execute and, upon its request, the Bond Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a replacement Bond of like Tranche, tenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen Bond, but not a mutilated Bond, shall have become or within seven days shall be due and payable, instead of issuing a replacement Bond, the Bond Issuer may pay such destroyed, lost or stolen Bond when so due or payable, without surrender thereof. If, after the delivery of such replacement Bond or payment of a destroyed, lost or stolen Bond pursuant to the proviso to the preceding sentence, a protected purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Bond Issuer and the Bond Trustee shall be entitled to recover such replacement Bond (or such payment) from the Person to whom it was delivered or any Person taking such replacement Bond from such Person to whom such replacement Bond was delivered or any assignee of such Person, except a protected 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 Bond Issuer or the Bond Trustee in connection therewith.

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Upon the issuance of any replacement Bond under this Section, the Bond Issuer may require the payment by the Holder of such 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 Bond Trustee) connected therewith.

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

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 Bonds.

Section 2.07 Persons Deemed Owner.

Prior to due presentment for registration of transfer of any Bond, the Bond Issuer, the Bond Trustee and any agent of the Bond Issuer or the Bond Trustee may treat the Person in whose name any Bond is registered (as of the day of determination) as the owner of such Bond for the purpose of receiving payments of principal of and interest on such Bond and for all other purposes whatsoever, whether or not such Bond be overdue, and neither the Bond Issuer, the Bond Trustee nor any agent of the Bond Issuer or the Bond Trustee shall be affected by notice to the contrary.

Section 2.08 Payment of Principal and Interest; Interest on Overdue Principal; Principal and Interest Rights Preserved.

(a) Any installment of interest or principal payable on any Bond which is punctually paid or duly provided for by the Bond Issuer on the applicable Payment Date shall be paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is registered on the Record Date for such Payment Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Bond Register on such Record Date, except that with respect to Bonds registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal payable with respect to such Bond on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

(b) The principal of each Bond of each Tranche shall be paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in Section 2.01. Notwithstanding the foregoing, the entire unpaid principal amount of the Bonds shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Bond Trustee or the Holders of the Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in the manner provided in Section 5.02. In such event, all payments of principal on the Bonds shall be made pro rata. The Bond Trustee shall notify the Person in whose name a Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Bond Issuer expects that the final installment of principal of and interest on such Bond will be paid. Such notice shall be sent no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Bond and shall specify the place where such Bond may be presented and surrendered for payment of such installment.

(c) If the Bond Issuer defaults in a payment of interest on the Bonds when due, the Bond Issuer shall be required to pay such defaulted interest (plus interest on such defaulted interest at the applicable Bond Interest Rate to the extent lawful) to the Persons who are Bondholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Bond Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Bond Issuer shall mail to each affected Bondholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

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Section 2.09 Cancellation.

All Bonds surrendered for payment, registration of transfer or exchange shall, if surrendered to any Person other than the Bond Trustee, be delivered to the Bond Trustee and shall be promptly cancelled by the Bond Trustee. The Bond Issuer may at any time deliver to the Bond Trustee for cancellation any Bonds previously authenticated and delivered hereunder which the Bond Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bond Trustee. No Bonds shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this Section, except as expressly permitted by this Bond Indenture. All cancelled Bonds may be held or disposed of by the Bond Trustee in accordance with its standard retention or disposal policy as in effect at the time.

Section 2.10 Authentication and Delivery of Bonds.

On the Issuance Date, the Bonds shall be executed by the Bond Issuer and delivered to the Bond Trustee for authentication and thereupon the same shall be authenticated and delivered by the Bond Trustee upon Issuer Request and upon receipt by the Bond Trustee (or other satisfaction) of the following upon which the Bond Trustee may conclusively rely to the extent permitted to so rely under Article VI hereof:

(a) Bond Issuer Action. An Issuer Order authorizing and directing the authentication and delivery of the Bonds by the Bond Trustee and specifying the principal amount of Bonds to be authenticated.

(b) Authorizations.

(i) An Opinion of Counsel that no authorization, approval or consent of any Ohio, Delaware or federal governmental body or bodies at the time having jurisdiction in the premises is required to be obtained by the Bond Issuer for the valid issuance, authentication and delivery of such Bonds, except for such registrations as are required under the blue sky and securities laws of any State or such authorizations, approvals or consents of governmental bodies that have been obtained.

(ii) An Opinion of Counsel that no authorization, approval or consent of any governmental body or bodies at the time having jurisdiction in the premises is required for the valid execution and delivery by the Bond Issuer of each of the Basic Documents to which the Bond Issuer is a party, except for such authorizations, approvals or consents of governmental bodies that have been obtained.

(c) Authorizing Certificate. A certificate of an Authorized Officer of the Bond Issuer certifying that the Bond Issuer has duly authorized the execution and delivery of this Bond Indenture and the execution, authentication and delivery of the Bonds.

(d) The Collateral. The Bond Issuer shall have made or caused to be made all filings with the Delaware Secretary of State, the Ohio Secretary of State, PUCO and all other filings necessary to perfect the Grant of the Collateral to the Bond Trustee and the Lien of this Bond Indenture.

(e) Certificates of the Bond Issuer and the Seller.

(i) An Officer’s Certificate from the Bond Issuer, dated as of the Issuance Date:

(A) to the effect that the Bond Issuer is not in Default under this Bond Indenture and that the issuance of the Bonds applied for will not result in any Default or in any material breach of any of the terms, conditions or provisions of or constitute a default under any material indenture, mortgage, deed of trust or other agreement or instrument to which the Bond Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Bond Issuer is a party or by which it or its property may be bound or to which it or its property may be subject; and that all conditions precedent provided in this Bond Indenture relating to the authentication and delivery of the Bonds applied for have been complied with;

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(B) to the effect that all instruments furnished to the Bond Trustee pursuant to this Bond Indenture conform to the requirements set forth in this Bond Indenture and constitute all of the documents required to be delivered hereunder for the Bond Trustee to authenticate and deliver the Bonds applied for, and all conditions precedent provided for in this Bond Indenture relating to the authentication and delivery of the Bonds have been complied with;

(C) to the effect that the Bond Issuer has not assigned any interest or participation in the Collateral except for the Lien of this Bond Indenture and of the Statute; the Bond Issuer has the power and right to Grant the Collateral to the Bond Trustee as security hereunder; and the Bond Issuer, subject to the terms of this Bond Indenture, has Granted to the Bond Trustee all of its right, title and interest in and to such Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance, except the Lien of this Bond Indenture and of the Statute;

(D) to the effect that the Bond Issuer has appointed a firm of Independent certified public accountants as contemplated in Section 8.06 hereof;

(E) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement and the Servicing Agreement; and

(F) stating that all filings with the PUCO pursuant to the Statute, the Financing Order and all UCC financing statements with respect to the Collateral, which are required to be filed to cause the Bond Trustee to have a first priority perfected security interest in the Collateral, have been filed.

(ii) An Officer’s Certificate (as defined in the Sale Agreement) from the Seller, dated as of the Issuance Date, to the effect that (A) the representations and warranties set forth in Article III of the Sale Agreement are true and correct and (B) the attached copies of the Financing Order creating the Phase-In-Recovery Property and Issuance Advice Letter are true and correct.

(f) Opinion of Counsel. An Opinion of Counsel, portions of which may be delivered by counsel for the Bond Issuer, portions of which may be delivered by counsel for the Seller and the Servicer, and portions of which may be delivered by counsel to the Certificate Issuer, dated the Issuance Date, in each case subject to the customary exceptions, qualifications and assumptions contained therein (and upon which the Certificate Trustee shall be entitled to rely), to the collective effect that:

(i) the Bond Indenture has been duly qualified under the Trust Indenture Act;

(ii) the Bond Issuer has the limited liability company power and authority to execute and deliver this Bond Indenture and to issue the Bonds, and this Bond Indenture and the Bonds have been duly authorized and the Bond Issuer is duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization;

(iii) the Bond Indenture has been duly authorized, executed and delivered by the Bond Issuer;

(iv) the Bonds applied for have been duly authorized and executed and, when authenticated in accordance with the provisions of the Bond Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Bond Issuer, entitled to the benefits of the Bond Indenture subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

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(v) this Bond Indenture, the Sale Agreement, the Servicing Agreement, the Fee and Indemnity Agreement and the Cross-Indemnity Agreement are valid and binding agreements of the Bond Issuer, enforceable in accordance with their respective terms, except as such enforceability against the Bond Issuer may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(vi)(A) the provisions of the Bond Indenture create a valid security interest securing the Secured Obligations in favor of the Bond Trustee in the Collateral, (B) the financing statements to be filed with the Delaware Secretary of State and the Ohio Secretary of State include all of the information required by Section 9-502(a) of the UCC and Section 4928.2312 of the Statute, (C) the financing statements have been presented for filing and all filing fees required in connection therewith have been paid, (D) the security interest granted by the Bond Issuer under this Bond Indenture which can be perfected by the filing of financing statements under the UCC are perfected, (E) the provisions of the Bond Indenture are effective to create in favor of the Bond Trustee a perfected security interest in the Collection Account to the extent constituting a securities account under the UCC, (F) search reports set forth the proper filing offices and proper debtor necessary to identify the persons who under the UCC have on file financing statements covering the Collateral, or a portion thereof, (G) by operation of Section 4928.2312 thereof, the Statute creates, upon the effective date of the Financing Order, a first priority Statutory Lien on the Phase-In-Recovery Property securing the Secured Obligations, and (H) the Statutory Lien is valid, perfected and enforceable against the Bond Issuer and all third parties without any further public notice;

(vii) either (A) the Registration Statement covering the Bonds and the Certificates is effective under the Securities Act and, to the best of such counsel’s knowledge and information, no stop order suspending the effectiveness of such Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been initiated or are pending or threatened by the Commission or (B) the Bonds and the Certificates are exempt from the registration requirements under the Securities Act;

(viii) the Bond 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;

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

(x) 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, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(xi) upon the delivery of the fully executed Sale Agreement to the Bond Issuer and the payment of the purchase price of the Phase-In-Recovery Property by the Bond Issuer to the Seller pursuant to the Sale Agreement, then (A) the transfer of the Phase-In-Recovery Property by the Seller to the Bond Issuer pursuant to the Sale Agreement conveys all of the Seller’s right, title and interest in the Phase-In-Recovery Property to the Bond Issuer and such transfer will be treated under the laws of the State of Ohio as an absolute transfer and true sale of all of the Seller’s right, title, and interest in the Phase-In-Recovery Property, other than for federal and state income and franchise tax purposes, and (B) such transfer and true sale of the Phase-In-Recovery Property is effective and perfected against all third parties pursuant to Section 4928.2313 of the Statute;

(xii)(A) the Financing Order has been duly issued and authorized by the PUCO and the Financing Order, giving effect to the Issuance Advice Letter, is effective; (B) in reliance on the opinion of Calfee, Halter & Griswold LLP that the Bonds are “bonds” under Section 4928.23(C) of the Statute, as of the issuance of the Bonds, the Bonds are entitled to the protections provided in Sections 4928.235 and 4928.2315 of the Statute and the Financing Order, and that the Certificate Trustee, in its own name and as

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trustee of an express trust, as Holder of the Bonds shall be, to the extent permitted by state and federal law, entitled to enforce the protections of such Sections of the Statute; (C) the Financing Order is no longer subject to appeal by any person in the state courts of the State of Ohio; and (D) the Servicer is authorized to file True-Up Adjustments to the Phase-In-Recovery Charge to the extent necessary to ensure the timely recovery of revenues sufficient to provide for the payment of all principal and interest on the Bonds and all other approved Financing Costs;

(xiii) any state action (whether by legislative, PUCO, citizen initiative or otherwise) to revoke or limit the Financing Order, the Issuance Advice Letter, the Phase-In-Recovery Property or the Phase-In-Recovery Charge in a manner which would substantially impair the rights of Bondholders would be subject to a successful constitutional contracts clause defense; and

(xiv) such other matters as the Bond Trustee may reasonably require.

(g) Accountant’s Letter. A letter addressed to the Bond Issuer and the Bond Trustee complying with the requirements of Section 11.01(a) hereof, of a firm of Independent registered public accountants of recognized national reputation to the effect that (i) such accountants are Independent with respect to the Bond Issuer within the meaning of the Bond Indenture, and are independent public accountants within the meaning of the standards of The American Institute of Certified Public Accountants, and (ii) with respect to the Collateral, they have made certain specified recalculations of calculations and information provided by the Seller for the purpose of determining that, based on certain specified assumptions used in calculating estimated collections based on the initial Phase-In-Recovery Charge, as of the Issuance Date such estimated collections based on the initial Phase-In-Recovery Charge are sufficient to pay (i) assumed Operating Expenses when incurred, plus (ii) interest on the Bonds at their respective Bond Interest Rates when due as set forth in the Final Prospectus, plus (iii) principal of the Bonds in accordance with the Expected Amortization Schedule set forth in the Final Prospectus and found the calculations to be mathematically correct.

(h) Rating Agency Condition. The Bond Trustee shall receive a letter from each of the Rating Agencies confirming that the Bonds have received the ratings from the Rating Agencies required by the Underwriting Agreement as a condition to the issuance of the Bonds.

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

(j) Satisfaction of Conditions. Payment of the purchase price for the Bonds by the Certificate Issuer in accordance with the Bond Purchase Agreement shall constitute satisfaction of the conditions set forth in this Section 2.10.

Section 2.11 Release of Collateral.

Subject to Section 11.01, the Bond Trustee shall release property from the Lien of this Bond Indenture only as specified in Section 8.04.

Section 2.12 Tax Treatment.

The Bond Issuer and the Bond Trustee, by entering into this Bond Indenture, and the Bondholders and any Persons holding a beneficial interest in any Bond, by acquiring any Bond or interest therein, (a) express their intention that, solely for the purposes of federal 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 (b) solely for the purposes of federal 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.

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Section 2.13 State Pledge.

Section 4928.2315 of the Statute (the “State Pledge”) provides as follows:

“The state pledges to and agrees with the bondholders, any assignee, and any financing parties under a final financing order that the state will not take or permit any action that impairs the value of phase-in-recovery property under the final financing order or revises the phase-in costs for which recovery is authorized under the final financing order or, except as allowed under section 4928.238 of the Revised Code, reduce, alter, or impair phase-in-recovery charges that are imposed, charged, collected, or remitted for the benefit of the bondholders, any assignee, and any financing parties, until any principal, interest, and redemption premium in respect of phase-in-recovery bonds, all financing costs, and all amounts to be paid to an assignee or financing party under an ancillary agreement are paid or performed in full.”

The Bond Issuer hereby acknowledges that the purchase of any Bond by a Holder or the purchase of any beneficial interest in a Bond by any Person and the Bond Trustee’s obligations to perform hereunder are made in reliance on such agreement and pledge by the State of Ohio. The Bond Issuer hereby represents and warrants to the Bond Trustee, for the benefit of the Bondholders that it constitutes an “assignee” under Section 4928.23(B) of the Statute, that the Bonds constitute “bonds” under Section 4928.23(C) of the Statute, that the Bonds are entitled to the protections provided in Sections 4928.235 and 4928.2315 of the Statute, and that the Certificate Trustee, in its own name and as trustee of an express trust, as Holder of the Bonds shall be, to the extent permitted by state and federal law, entitled to enforce such sections of the Statute.

Section 2.14 Security Interest.

The Bond Issuer hereby makes the following representations and warranties. Other than the security interest granted to the Bond Trustee pursuant to this Bond Indenture, the Bond Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interest or security interest in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Bond Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Bond Issuer in favor of the Bond Trustee for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations, in connection with this Bond Indenture. This Bond Indenture constitutes a valid and continuing Lien on, and first priority perfected security interest in, the Collateral in favor of the Bond Trustee for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations, which Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Bond 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 Collateral, this Bond Indenture creates a valid and continuing first priority perfected security interest (as defined in the UCC and as such term is used in the Statute) in such Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Bond 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 Bond Issuer has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any Person other than the Lien of this Bond Indenture. All of the Collateral constitutes either Phase-In-Recovery Property or accounts, deposit accounts, securities 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 Bond Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Collateral granted to the Bond Trustee, for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations. The Bond 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 Collateral granted to the Bond Trustee. The Bond Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Bond Issuer that include a description of the Collateral other than those filed in favor of the Bond Trustee. The Bond Issuer is not aware of any judgment or tax Lien filings against the Bond Issuer. The Collection Account (including all subaccounts thereof) constitutes a “securities account” within the meaning of the UCC. The Bond Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Bond Trustee as the person having

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a security entitlement against the Securities Intermediary in such securities account, neither the Collection Account or any subaccount thereof is in the name of any person other than the Bond Trustee, and the Bond Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any person other than the Bond Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the UCC. Accordingly, the Bond Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.14 shall survive the execution and delivery of this Bond Indenture and the issuance of any Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Bond Issuer or otherwise released from the Lien of the Bond Indenture.

ARTICLE III

Covenants

Section 3.01 Payment of Principal and Interest.

The Bond Issuer will duly and punctually pay the principal of and interest on the Bonds in accordance with the terms of the Bonds and this Bond Indenture. Amounts properly withheld under the Code by any Person from a payment to any Bondholder of interest or principal shall be considered as having been paid by the Bond Issuer to such Bondholder for all purposes of this Bond Indenture.

Section 3.02 Maintenance of Office or Agency.

The Bond Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where Bonds may be surrendered for registration of transfer or exchange. The Bond Issuer hereby initially appoints the Bond Trustee to serve as its agent for the foregoing purposes. The Bond Issuer will give prompt written notice to the Bond Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Bond Issuer shall fail to maintain any such office or agency or shall fail to furnish the Bond Trustee with the address thereof, such surrenders may be made at the Corporate Trust Office, and the Bond Issuer hereby appoints the Bond Trustee as its agent to receive all such surrenders.

Section 3.03 Money for Payments To Be Held in Trust.

As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(e) shall be made on behalf of the Bond Issuer by the Bond Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Bonds shall be paid over to the Bond Issuer except as provided in this Section 3.03 and Section 8.02.

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

(a) hold all sums held by it for the payment of amounts due with respect to the 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;

(b) give the Bond Trustee and the Certificate Trustee notice of any Default by the Bond Issuer (or any other obligor upon the Bonds) of which it has actual knowledge in the making of any payment required to be made with respect to the Bonds;

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

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

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

The Bond Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Bond Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Bond Trustee all sums held in trust by such Paying Agent, such sums to be held by the Bond 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 Bond 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 Bond Trustee or any Paying Agent in trust for the payment of any amount due with respect to any 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 Bond Issuer on Issuer Request; and, subject to Section 11.16, the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Bond Issuer for payment thereof (but only to the extent of the amounts so paid to the Bond Issuer), and all liability of the Bond Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Bond Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Bond 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 Bond Issuer. The Bond Trustee may also adopt and employ, at the expense of the Bond Issuer, any other reasonable means of 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 Bond Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 3.04 Existence.

The Bond 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, subject to the provisions of Section 3.10 hereof, it becomes, or any successor Bond Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Bond 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 Bond Indenture, the Bonds, the Collateral and each other instrument or agreement included in the Collateral.

Section 3.05 Protection of Collateral.

The Bond Issuer will from time to time execute and deliver all such supplements and amendments hereto and except to the extent required to be made by the Seller or Servicer, make all such filings with the PUCO pursuant to the Statute or the Financing Order, UCC financing statements, UCC continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a) maintain or preserve the Lien and security interest (and the priority thereof) of this Bond Indenture or carry out more effectively the purposes hereof;

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

(c) enforce any of the Collateral;

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(d) preserve and defend title to the Collateral and the rights of the Bond Trustee and the Bondholders in such Collateral against the claims of all Persons and parties, including the challenge by any party to the validity or enforceability of the Financing Order, any Adjustment Letter or the Phase-In-Recovery Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of its obligations or duties under the Statute, the Financing Order or any Adjustment Letter; or

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

The Bond Issuer hereby designates the Bond Trustee its agent and attorney-in-fact with authorization to execute and/or file on behalf of the Bond Issuer any filings with the PUCO pursuant to the Statute or, except to the extent required to be filed or furnished by the Seller or Servicer, the Financing Order, UCC financing statement, UCC continuation statement or other instrument required by the Bond Trustee pursuant to this Section, it being understood that the Bond Trustee shall have no such obligation.

Section 3.06 Opinions as to Collateral.

(a) On the Issuance Date, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, (i) such action has been taken (and reciting the details of such action) with respect to the recording and filing of this Bond Indenture and any other requisite documents, and with respect to the execution and filing of any filings with the PUCO pursuant to the Statute or, except to the extent required to be filed or furnished by the Seller or Servicer, the Financing Order, UCC financing statements and UCC continuation statements, as are necessary to perfect the Lien and security interest of this Bond Indenture, or (ii) no such action is necessary to make such Lien and security interest effective. The delivery of the Opinion of Counsel referenced in Section 2.10 shall be deemed to satisfy this requirement.

(b) Within ninety days after the beginning of each calendar year beginning with the calendar year beginning January 1, 2014, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel of counsel of the Bond Issuer 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 Bond Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any filings with the PUCO pursuant to the Statute and the Financing Order and any financing statements and continuation statements as are necessary to maintain the Lien and the first priority perfected security interest created by this Bond 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. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Bond Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the PUCO, financing statements and continuation statements that will, in the opinion of such counsel, be required within the twelve-month period following the date of such opinion to maintain the Lien and the first priority perfected security interest created by this Bond Indenture.

(c) Prior to the effectiveness of any amendment to the Sale Agreement, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings with the PUCO pursuant to the Statute or the Financing Order and any UCC financing statements, have been executed and filed that are necessary fully to preserve and protect the interest of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery 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 (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

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Section 3.07 Performance of Obligations; Servicing; Commission Filings.

The Bond Issuer (i) will diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action and will use its reasonable 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 permitted in this Bond Indenture, the Sale Agreement, the Servicing Agreement or such other instrument or agreement.

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

(b) The Bond Issuer will punctually perform and observe all of its obligations and agreements contained in this Bond Indenture, the Basic Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all filings with the PUCO pursuant to the Statute or the Financing Order, UCC financing statements and continuation statements required to be filed by it by the terms of this Bond Indenture, the Sale Agreement and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly permitted therein, the Bond Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the written consent of the Bond Trustee (which consent shall not be withheld if (i) the Bond Trustee shall have received an Officer’s Certificate stating that such waiver, amendment, modification, supplement or termination shall not adversely affect in any material respect the interests of the Bondholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto) or the Holders of at least a majority of the Outstanding Amount of Bonds.

(c) If the Bond Issuer shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement, the Bond Issuer shall promptly give written notice thereof to the Bond Trustee, the Certificate Trustee and the Rating Agencies, and shall specify in such notice the action, if any, the Bond Issuer is taking with respect of such default. 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 Phase-In-Recovery Property, including the Phase-In-Recovery Charge, the Bond Issuer shall take all reasonable steps available to it to remedy such failure.

(d) As promptly as possible after the giving of notice to the Servicer, the Bond Trustee, the Certificate Trustee and the Rating Agencies of termination of the Servicer’s rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Bond Issuer, subject to the approval of the PUCO pursuant to the Financing Order and certain other conditions set forth in the Servicing Agreement, shall appoint a successor Servicer (the “Successor Servicer”) with the Bond Trustee’s prior written consent thereto (which consent shall not be unreasonably withheld and shall be given upon the written direction of Holders of not less than a majority of the Outstanding Amount of the Bonds), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Bond Issuer and the Bond Trustee. If within 30 days after the delivery of the notice referred to above, the Bond Issuer shall not have obtained such a new Servicer, the Bond Trustee, at the expense of the Bond Issuer, may petition the PUCO or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, the Bond Issuer may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance and in compliance with Section 7.02 of the Servicing Agreement, the Bond Issuer shall enter into an agreement with such successor for the servicing of the Phase-In-Recovery Property (such agreement to be in form and substance satisfactory to the Bond Trustee).

(e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Bond Trustee shall promptly notify the Bond Issuer, the Bondholders, the Certificate Trustee and the Rating Agencies. As soon as a Successor Servicer is appointed, the Bond Issuer shall notify the Bond Trustee, the Bondholders, the Certificate Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer.

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(f) Without derogating from the absolute nature of the assignment granted to the Bond Trustee under this Bond Indenture or the rights of the Bond Trustee hereunder, the Bond Issuer agrees that it will not, without the prior written consent of the Bond Trustee or the Holders of at least a majority in Outstanding Amount of the Bonds, 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, or waive timely performance or observance of any material term by the Seller or the Servicer under the Sale Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Bond Trustee or such Holders, the Bond 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 Bond Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Bonds or Certificates Outstanding at the time of any such amendment, modification, supplement or waiver, except as otherwise agreed to by the Holders in accordance with the Basic Documents.

(g) The Bond Issuer shall (or shall cause the Sponsor to) post on a collective website (the Bond Issuer together with OE Funding LLC and TE Funding LLC) and, to the extent consistent with the Bond Issuer’s and the Sponsor’s obligations under applicable law, file with or furnish to the Commission in periodic reports and other reports as are required from time to time under Section 13 or Section 15(d) of the Exchange Act, and shall direct the Bond Trustee to post on such website for Bondholders the following information (other than any such information filed with the Commission and publicly available unless the Bond Issuer specifically requests such items to be posted) with respect to the Outstanding Bonds, in each case to the extent such information is reasonably available to the Bond Issuer:

(i) statements of any remittances of Phase-In-Recovery Charges made to the Bond Trustee (to be included in a Form 10-D or Form 10-K, or successor forms thereto);

(ii) a statement reporting the balances in the Collection Account and in each subaccount of the Collection Account as of the end of each quarter or the most recent date available (to be included in a Form 10-D or Form 10-K, or successor forms thereto);

(iii) a statement showing the balance of Outstanding Bonds that reflects the actual periodic payments made on the Bonds during the applicable period (to be included in the next Form 10-D or Form 10-K filed, or successor forms thereto);

(iv) the Semiannual Servicer Certificate as required to be submitted pursuant to the Servicing Agreement (to be filed with a Form 10-D, Form 10-K or Form 8-K, or successor forms thereto);

(v) the Monthly Servicer Certificate as required to be submitted pursuant to the Servicing Agreement;

(vi) the text (or a link to the website where a reader can find the text) of each filing of a True-Up Adjustment and the results of each such filing;

(vii) any change in the long-term or short-term credit ratings of the Servicer assigned by the Rating Agencies;

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

(ix) any reports and other information that the Bond Issuer is required to file with the Commission under the Securities Exchange Act of 1934; and

(x) the final prospectus for the Certificates.

Notwithstanding the foregoing, nothing herein shall preclude the Bond Issuer from voluntarily suspending or terminating its filing obligations as Bond Issuer with the Commission to the extent permitted by applicable law.

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For purposes of this Section 3.07, the address of the Bond Trustee’s website is https://www.usbank.com/abs. The Bond Trustee shall immediately notify the Bond Issuer, the Bondholders and the Rating Agencies of any change to the address of such website.

(h) The Bond Issuer shall make all filings required under the Statute or the Financing Order relating to the transfer of the ownership or the grant of a security interest in the Phase-In-Recovery Property other than those required to be made by the Seller or the Servicer pursuant to the Basic Documents.

Section 3.08 Negative Covenants.

So long as any Bonds are Outstanding, the Bond Issuer shall not:

(a) except as expressly permitted by this Bond Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Bond Issuer, including those included in the Collateral, unless directed to do so by the Bond Trustee in accordance with Article V;

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Bonds (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral;

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

(d)(i) permit the validity or effectiveness of this Bond Indenture to be impaired, or permit the Lien of this Bond 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 Bonds under this Bond Indenture except as may be expressly permitted hereby, (ii) permit any Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien of this Bond Indenture and the Statutory Lien) to be created by the Bond Issuer 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 (iii) subject to the Statutory Lien, permit the Lien of this Bond Indenture not to constitute a valid first priority security interest in the Collateral.

Section 3.09 Annual Statement as to Compliance.

The Bond Issuer will deliver to the Bond Trustee, the Certificate Trustee and the Rating Agencies not later than March 30 of each year (commencing with March 30, 2014), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that

(a) a review of the activities of the Bond Issuer during the preceding twelve months ended December 31 (or, in the case of the first Officer’s Certificate, since the date of this Bond Indenture), and of performance under this Bond Indenture has been made; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Bond Issuer has in all material respects complied with all conditions and covenants under this Bond Indenture throughout such twelve month period (or shorter period in the case of the first such Officer’s Certificate), or, if there has been a default in so complying with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

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Section 3.10 Bond Issuer May Consolidate, etc., Only on Certain Terms.

(a) The Bond Issuer shall not consolidate or merge with or into any other Person, unless

(i) the Person (if other than the Bond Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Bond Trustee, in form and substance reasonably satisfactory to the Bond Trustee, the due and punctual payment of the principal of and interest on all Bonds and the performance or observance of every agreement and covenant of this Bond Indenture on the part of the Bond Issuer to be performed or observed, all as provided herein;

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

(iii) the transaction shall not result in a reduction or withdrawal of the then current ratings on any Tranche of Bonds or Certificates;

(iv) the Bond Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Bond Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Bond Issuer, the Certificate Issuer, any Bondholder or any Certificateholder;

(v) any action as is necessary to maintain the Lien and security interest created by this Bond Indenture shall have been taken; and

(vi) the Bond Issuer shall have delivered to the Bond Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental bond indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b) Except as specifically provided herein, the Bond Issuer shall not convey or transfer any of its properties or assets, including those included in the Collateral, to any Person, unless

(i) the Person that acquires by conveyance or transfer the properties and assets of the Bond Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America, any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Bond Trustee, in form and substance reasonably satisfactory to the Bond Trustee, the due and punctual payment of the principal of and interest on all Bonds and the performance or observance of every agreement and covenant of this Bond Indenture on the part of the Bond Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental bond indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Bonds, (D) unless otherwise provided in the supplemental bond indenture referred to in clause (B) above, expressly agree to indemnify, defend and hold harmless the Bond Trustee against and from any loss, liability or expense arising under or related to this Bond Indenture and the Bonds and (E) expressly agree by means of such supplemental bond indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Bonds;

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

(iii) the transaction will not result in a reduction or withdrawal of the then current ratings on any Tranche of Bonds or Certificates;

(iv) the Bond Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Bond Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Bond Issuer, the Certificate Issuer, any Bondholder or any Certificateholder;

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(v) any action as is necessary to maintain the Lien and security interest created by this Bond Indenture shall have been taken; and

(vi) the Bond Issuer shall have delivered to the Bond Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental bond indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating 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 Bond Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Bond Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Bond Issuer under this Bond Indenture with the same effect as if such Person had been named as the Bond Issuer herein.

(b) Except as set forth in Section 6.07, upon a conveyance or transfer of all the assets and properties of the Bond Issuer pursuant to Section 3.10(b), Bond Issuer will be released from every covenant and agreement of this Bond Indenture to be observed or performed on the part of the Bond Issuer with respect to the Bonds immediately upon the delivery of written notice by Bond Issuer to the Bond Trustee stating that Bond Issuer is to be so released.

Section 3.12 No Other Business.

The Bond Issuer shall not engage in any business other than financing, purchasing, owning and managing the Phase-In-Recovery Property in the manner contemplated by this Bond Indenture and the Basic Documents and activities incidental thereto.

Section 3.13 No Borrowing.

The Bond Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Bonds.

Section 3.14 Servicer’s Obligations.

The Bond Issuer shall enforce the Servicer’s compliance with all of the Servicer’s material obligations under the Servicing Agreement.

Section 3.15 No Additional Bonds.

The Bond Issuer shall not issue any additional Bonds hereunder, except pursuant to Section 2.05 or Section 2.06.

Section 3.16 Guarantees, Loans, Advances and Other Liabilities.

Except as otherwise contemplated by the Sale Agreement, the Servicing Agreement or this Bond Indenture, the Bond 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.

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Section 3.17 Capital Expenditures.

Other than expenditures in connection with the Bond Issuer’s purchase of Phase-In-Recovery Property from the Seller, the Bond Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.18 Intentionally Omitted.

Section 3.19 Restricted Payments.

The Bond Issuer shall not, directly or indirectly, while the Bonds are Outstanding (a) 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 Bond Issuer or otherwise with respect to any ownership or equity interest or security in or of the Bond Issuer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (c) 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, the Bond Issuer may make, or cause to be made, any such distributions to any owner of a beneficial interest in the Bond Issuer or otherwise with respect to any ownership or equity interest or security in or of the Bond Issuer using funds distributed to the Bond Issuer pursuant to Section 8.02 to the extent that such distributions would not cause the amount of the Capital Subaccount to decline below the Required Capital Level. The Bond Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Bond Indenture and the Basic Documents.

Section 3.20 Notice of Events of Default.

The Bond Issuer agrees to give the Bond Trustee, the Certificate Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of the Seller or the Servicer of its obligations under the Sale Agreement or the Servicing Agreement, respectively.

Section 3.21 Further Instruments and Acts.

Upon request of the Bond Trustee, the Bond Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Bond Indenture. The Bond Issuer will take all actions, and make all filings, necessary to obtain and maintain a first priority perfected security interest in the Collateral in favor of the Bond Trustee.

Section 3.22 Change in Chief Executive Office or Jurisdiction of Organization.

The Bond Issuer shall not change its chief executive office or the jurisdiction of its formation without previously having delivered to the Bond Trustee an Opinion of Counsel to the effect that all actions have been taken, and all filings have been made, as are necessary to continue and maintain the first priority perfected security interest of the Bond Trustee in the Collateral.

ARTICLE IV

Satisfaction and Discharge; Defeasance

Section 4.01 Satisfaction and Discharge of Bond Indenture; Defeasance.

(a) This Bond Indenture shall cease to be of further effect with respect to the Bonds and the Bond Trustee, on reasonable written demand of and at the expense of the Bond Issuer, shall execute such instruments as the Bond Issuer reasonably requests acknowledging satisfaction and discharge of this Bond Indenture with respect to the Bonds, when

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(i) either

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

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

(ii) the Bond Issuer has paid or caused to be paid all other sums payable hereunder by the Bond Issuer; and

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

(b) Subject to Sections 4.01(c) and 4.02, the Bond Issuer at any time may terminate (i) all its obligations under this Bond Indenture with respect to the Bonds (“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 and 3.17 and the operation of Section 5.01(c) (“Covenant Defeasance Option”) with respect to the Bonds. The Bond Issuer may exercise the Legal Defeasance Option notwithstanding its prior exercise of the Covenant Defeasance Option.

If the Bond Issuer exercises the Legal Defeasance Option, the maturity of the Bonds may not be accelerated because of an Event of Default. If the Bond Issuer exercises the Covenant Defeasance Option, the maturity of the Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c).

Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Bond Trustee, on reasonable written demand of and at the expense of the Bond Issuer, shall execute such instruments as the Bond Issuer reasonably requests 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) substitution of mutilated, destroyed, lost or stolen Bonds, (iii) rights of Bondholders to receive payments of principal and interest, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Bond Trustee hereunder (including the rights of the Bond Trustee under Section 6.07 and the obligations of the Bond Trustee under Section 4.03) and (vi) the rights of Bondholders as beneficiaries hereof with respect to the property deposited with the Bond Trustee payable to all or any of them, shall survive until the Bonds, as to which this Bond Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or 4.01(b), have been paid in full. Thereafter, the obligations in Sections 6.07 and 4.04 shall survive.

Section 4.02 Conditions to Defeasance.

The Bond Issuer may exercise the Legal Defeasance Option or the Covenant Defeasance Option of Bonds only if:

(a) the Bond Issuer irrevocably deposits or causes to be deposited in trust with the Bond Trustee cash or U.S. Government Obligations for the payment of principal of and interest on each such Bond to the Scheduled Maturity Date;

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(b) the Bond Issuer delivers to the Bond Trustee a certificate from a nationally recognized firm of Independent 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 Bonds (i) subject to clause (ii), principal in accordance with the Expected Amortization Schedule therefor, and (ii) interest when due;

(c) in the case of the Legal Defeasance Option, 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 5.01(d) or (e) occurs which is continuing at the end of the period;

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

(e) in the case of an exercise of the Legal Defeasance Option, the Bond Issuer shall have delivered to the Bond Trustee an Opinion of Counsel stating that (i) the Bond 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 Bond 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 Bonds will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance 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 an exercise of the Covenant Defeasance Option, the Bond Issuer shall have delivered to the Bond Trustee an Opinion of Counsel to the effect that the Holders of the Bonds will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance 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; and

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

Section 4.03 Application of Trust Money.

All moneys or U.S. Government Obligations deposited with the Bond Trustee pursuant to Section 4.01 or 4.02 hereof shall be held in trust and applied by it, in accordance with the provisions of the Bonds and this Bond Indenture, to the payment, either directly or through any Paying Agent, as the Bond Trustee may determine, to the Holders of the particular Bonds for the payment of which such moneys or U.S. Government Obligations have been deposited with the Bond Trustee, of all sums due and to become due thereon for principal and interest, but such moneys need not be segregated from other funds except to the extent required herein or in the Servicing Agreement or required by law.

Section 4.04 Repayment of Moneys Held by Paving Agent.

In connection with the satisfaction and discharge of this Bond Indenture or the Covenant Defeasance Option or Legal Defeasance Option with respect to the Bonds, all moneys then held by any Paying Agent other than the Bond Trustee under the provisions of this Bond Indenture with respect to such Bonds shall, upon demand of the Bond Issuer, be paid to the Bond 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”, 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):

(a) default in the payment of any interest on any Bond when the same becomes due and payable, and such default shall continue for a period of five days; or

(b) default in the payment of the then unpaid principal of any Bond on the Final Maturity Date; or

(c) default in the observance or performance in any material respect of any covenant or agreement of the Bond Issuer made in this Bond Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Bond Issuer made in this Bond Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Bond Issuer by the Bond Trustee or to the Bond Issuer and the Bond Trustee by the Holders of at least 25 percent of the Outstanding Amount of the Bonds, 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

(d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Bond 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 Bond Issuer or for any substantial part of the Collateral, or ordering the winding-up or liquidation of the Bond Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e) the commencement by the Bond 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 Bond Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Bond Issuer to the appointment or taking possession by a receiver, liquidation, assignee, custodian, trustee, sequestration or similar official of the Bond Issuer or for any substantial part of the Collateral, or the making by the Bond Issuer of any general assignment for the benefit of creditors, or the failure by the Bond Issuer generally to pay its debts as such debts become due, or the taking of action by the Bond Issuer in furtherance of any of the foregoing; or

(f) any act or failure to act by the State of Ohio or any of its agencies (including the PUCO), which violates or is not in accordance with the State Pledge.

The Bond Issuer shall deliver to a Responsible Officer of the Bond Trustee, the Certificate Trustee 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 (i) which is an Event of Default under clause (a), (b), (d), (e) or (f) or (ii) which with the giving of notice, the lapse of time, or both would become an Event of Default under clause (b) or (c), including, in each case, the status of such Default or Event of Default and what action the Bond Issuer is taking or proposes to take with respect thereto.

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Section 5.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default should occur and be continuing, then and in every such case the Bond Trustee or the Holders of Bonds representing not less than a majority of the Outstanding Amount of the Bonds may declare all the Bonds to be immediately due and payable, by a notice in writing to the Bond Issuer (and to the Bond Trustee if given by Bondholders), and upon any such declaration the unpaid principal amount of the Bonds, 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 Bond Trustee as hereinafter in this Article V provided, the Holders of Bonds representing a majority of the Outstanding Amount of the Bonds, by written notice to the Bond Issuer and the Bond Trustee, may rescind and annul such declaration and its consequences if

(a) the Bond Issuer has paid or deposited with the Bond Trustee a sum sufficient to pay:

(i) all payments of principal of and interest on all Bonds and all other amounts that would then be due hereunder or upon such Bonds if the Event of Default giving rise to such acceleration had not occurred; and

(ii) all sums paid or advanced by the Bond Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Bond Trustee and its agents and counsel and all amounts due under the Fee and Indemnity Agreement; and

(b) all Events of Default, other than the nonpayment of the principal of the Bonds 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 Default or impair any right consequent thereto.

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Bond Trustee.

(a) The Bond Issuer covenants that if (i) default is made in the payment of any interest on any Bond when the same becomes due and payable, and such default continues for a period of five days or (ii) default is made in the payment of the then unpaid principal of any Bond on the Final Maturity Date for such Bond, the Bond Issuer will, upon demand of the Bond Trustee, pay to it, for the benefit of the Holders of the Bonds, the whole amount then due and payable on such Bonds for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective rate borne by the Bonds of the applicable Tranche 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 Bond Trustee and its agents and counsel and an amount sufficient to cover all amounts required to be paid by the Bond Issuer under the Fee and Indemnity Agreement.

(b) Subject to Section 11.16 and Section 11.18, in case the Bond Issuer shall fail forthwith to pay such amounts upon such demand, the Bond 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 Bond Issuer or other obligor upon such Bonds and collect in the manner provided by law out of the property of the Bond Issuer or other obligor upon such Bonds, wherever situated, the moneys adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Bond 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 Bondholders, by such appropriate Proceedings as the Bond Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Bond 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 Bond Trustee by this Bond Indenture or by law.

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(d) In case there shall be pending, relative to the Bond Issuer or any other obligor upon the 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 Bond Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Bond Issuer or other obligor upon the Bonds, or to the creditors or property of the Bond Issuer or such other obligor, the Bond Trustee, irrespective of whether the principal of any Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Bond 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 and interest owing and unpaid in respect of the Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of (A) the Bond Trustee (including any claim for reasonable compensation to the Bond Trustee and each predecessor Bond Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Bond Trustee and each predecessor Bond Trustee, except as a result of negligence or willful misconduct), (B) the Bondholders and (C) each Person for whom a claim may be made under this Bond Indenture and the Fee and Indemnity Agreement, allowed in such Proceedings;

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

(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 Bondholders and of the Bond Trustee on their behalf;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Bondholders to make payments to the Bond Trustee, and, in the event that the Bond Trustee shall consent to the making of payments directly to such Bondholders, to pay to the Bond Trustee (or such other beneficiary under this Bond Indenture and the Fee and Indemnity Agreement) such amounts as shall be sufficient to cover reasonable compensation and other amounts owing hereunder to the Bond Trustee or such Person, each predecessor Bond Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Bond Trustee and each predecessor Bond Trustee except as a result of negligence or willful misconduct.

(e) Nothing herein contained shall be deemed to authorize the Bond Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Holder thereof or to authorize the Bond Trustee to vote in respect of the claim of any 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 Bond Indenture, or under any of the Bonds, may be enforced by the Bond Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Bond 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 Bond Trustee, each predecessor Bond Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Bonds.

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

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Section 5.04 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing, the Bond 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 Bonds or under this Bond Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Bond Issuer and any other obligor upon such Bonds moneys adjudged due;

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

(iii) exercise any remedies of a secured party under the UCC, the Statute or other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Bond Trustee and the Holders of the Bonds; and

(iv) sell the 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;

provided, however, that the Bond 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(a) or (b) unless (A) the Holders of 100 percent of the Outstanding Amount of the Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Bondholders are sufficient to discharge in full all amounts then due and unpaid upon such Bonds for principal and interest after taking into account payment of all amounts due prior thereto pursuant to the priorities set forth in Section 8.02(e) or (C) the Bond Trustee determines that the Collateral will not continue to provide sufficient funds for all payments on the Bonds as they would have become due if the Bonds had not been declared due and payable, and the Bond Trustee obtains the consent of Holders of at least 66 2/3 percent of the Outstanding Amount of the Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Bond 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 the Bond 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 Possession of the Collateral.

If the Bonds 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 Bond Trustee may, but need not, elect to maintain possession of the Collateral. It is the desire of the parties hereto and the Bondholders that there be at all times sufficient funds for the payment of principal of and interest on the Bonds, and the Bond Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Bond 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.

Section 5.06 Limitation of Suits.

No Holder of any Bond shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Bond Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder and each Holder agrees, by its acceptance of any Bond, to the fullest extent permitted by law, not to avail itself of any remedies in the Statute or to utilize or enforce the Statutory Lien, unless:

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(a) such Holder previously has given written notice to the Bond Trustee of a continuing Event of Default;

(b) the Holders of not less than a majority of the Outstanding Amount of the Bonds have made written request to the Bond Trustee to institute such Proceeding in respect of such Event of Default in its own name as Bond Trustee hereunder;

(c) such Holder or Holders have offered to the Bond Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

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

(e) no direction inconsistent with such written request has been given to the Bond Trustee during such 60-day period by the Holders of at least a majority of the Outstanding Amount of the Bonds;

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

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

Section 5.07 Unconditional Rights of Bondholders To Receive Principal and Interest.

Notwithstanding any other provisions in this Bond Indenture, the Holder of any Bond shall have the right, which is absolute and unconditional, (a) to receive payment of (i) the interest, if any, on such Bond on or after the due dates thereof expressed in such Bond or in this Bond Indenture or (ii) the unpaid principal, if any, of such Bonds on or after the Final Maturity Date therefor and (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 Bond Trustee or any Bondholder has instituted any Proceeding to enforce any right or remedy under this Bond Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Bond Trustee or to such Bondholder, then and in every such case the Bond Issuer, the Bond Trustee and the 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 Bond Trustee and the 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 Bond Trustee or to the 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 Bond Trustee or any 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

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Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Bond Trustee or to the Bondholders may be exercised from time to time, and as often as may be deemed expedient, by the Bond Trustee or by the Bondholders, as the case may be.

Section 5.11 Control by Bondholders.

The Holders of a majority of the Outstanding Amount of the Bonds (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Bond Trustee with respect to the Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Bond Trustee with respect to such Tranche or Tranches; provided, however, that

(a) such direction shall not be in conflict with any rule of law or with this Bond Indenture and not involve the Bond Trustee in any personal liability or expense;

(b) subject to the express terms of Section 5.04, any direction to the Bond Trustee to sell or liquidate the Collateral shall be by the Holders of Bonds representing not less than 100 percent of the Outstanding Amount of the Bonds;

(c) if the conditions set forth in Section 5.05 have been satisfied and the Bond Trustee elects to retain the Collateral pursuant to such Section 5.05, then any direction to the Bond Trustee by Holders of Bonds representing less than 100 percent of the Outstanding Amount of the Bonds to sell or liquidate the Collateral shall be of no force and effect; and

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

provided, however, that, subject to Section 6.01, the Bond Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Bondholders not consenting to such action. Furthermore and without limiting the foregoing, the Bond Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any cost, expense or liability.

Section 5.12 Waiver of Past Defaults.

Prior to the declaration of the acceleration of the maturity of the Bonds as provided in Section 5.02, the Holders of Bonds of not less than a majority of the Outstanding Amount of the Bonds may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Bonds or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Bond of all Tranches affected. In the case of any such waiver, the Bond Issuer, the Bond Trustee and the Holders of the 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 Event of 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 Bond 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 Bond Indenture agree, and each Holder of any 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 Bond Indenture, or in any suit against the Bond Trustee for any action taken, suffered or omitted by it as Bond Trustee, the filing by any party litigant in such suit of an undertaking to pay the

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costs of such suit, and that such court may in its discretion, subject to applicable law, 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 5.13 shall not apply to (a) any suit instituted by the Bond Trustee, (b) any suit instituted by any Bondholder, or group of Bondholders, in each case holding in the aggregate more than 10 percent of the Outstanding Amount of the Bonds or (c) any suit instituted by any Bondholder for the enforcement of the payment of (i) interest on any Bond on or after the due dates expressed in such Bond and in this Bond Indenture or (ii) the unpaid principal, if any, of any Bond on or after the Final Maturity Date therefor.

Section 5.14 Waiver of Stay or Extension Laws.

The Bond 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 Bond Indenture; and the Bond 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 Bond 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 Bonds.

The Bond Trustee’s right to seek and recover judgment on the Bonds or under this Bond Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Bond Indenture. Neither the Lien of this Bond Indenture nor any rights or remedies of the Bond Trustee or the Bondholders shall be impaired by the recovery of any judgment by the Bond Trustee against the Bond 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 Bond Issuer.

Section 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Bond Trustee to do so and at the Bond Issuer’s expense, the Bond Issuer agrees to take all such lawful action as the Bond Trustee may reasonably request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Bond Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Bond Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Bond Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement, respectively.

(b) If an Event of Default has occurred, the Bond Trustee may, and, at the direction (which direction shall be in writing, sent electronically or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66 2/3 percent of the Outstanding Amount of the Bonds shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Bond Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Bond Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Bond Issuer to take such action shall be suspended.

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ARTICLE VI

The Bond Trustee

Section 6.01 Duties of Bond Trustee.

(a) If an Event of Default has occurred and is continuing, the Bond Trustee shall exercise the rights and powers vested in it by this Bond 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 Bond Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Bond Indenture and no implied covenants or obligations shall be read into this Bond Indenture against the Bond Trustee; and

(ii) in the absence of bad faith on its part, the Bond 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 Bond Trustee and conforming to the requirements of this Bond Indenture; however, the Bond Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Bond Indenture.

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

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

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

(iii) the Bond 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 hereunder.

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

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

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

(g) No provision of this Bond Indenture shall require the Bond 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 indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

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

(i) In the event that the Bond Trustee is also acting as Paying Agent or Bond Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Bond Registrar.

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(j) Under no circumstances shall the Bond Trustee be liable for any indebtedness of the Bond Issuer, the Servicer or the Seller evidenced by or arising under the Bonds or any Basic Document.

(k) Commencing with March 15, 2014, and to the extent required by law, on or before March 15th of each fiscal year ending December 31, the Bond Trustee shall (i) deliver to the Bond Issuer a report (in form and substance reasonably satisfactory to the Bond Issuer and addressed to the Bond Issuer and signed by an authorized officer of the Bond Trustee) regarding the Bond Trustee’s assessment of compliance, during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Bond Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Bond Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Bond Trustee and delivered pursuant to clause (i).

Section 6.02 Rights of Bond Trustee.

Subject to the provisions of Trust Indenture Act § 315:

(a) the Bond Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Bond Trustee need not investigate any matter or fact stated in such document;

(b) any request or direction of the Bond Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request;

(c) before the Bond Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel of external counsel of the Bond Issuer (at no cost or expense to the Bond Trustee) that such action is required or permitted hereunder. The Bond Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

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

(e) the Bond Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Bond Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Bondholders pursuant to this Bond Indenture, unless such Bondholders shall have offered to the Bond Trustee security or indemnity satisfactory to it against the cost, expenses (including reasonable legal fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction;

(f) the Bond Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document;

(g) the Bond Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Bond Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any agent, attorney custodian or nominee appointed with due care by it hereunder; and the Bond Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Bond Indenture; provided, that the Bond Trustee

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shall not be obligated to give such notice (i) if the Bond Issuer or the Holders have directed the Bond Trustee to appoint such agent, custodian or nominee (in which event the Bond Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default on account of non-payment of principal or interest on the Bonds or insolvency of the Bond Issuer has occurred and is continuing.

(h) the Bond Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Bond Trustee, or exercising any trust or power conferred upon the Bond Trustee, under this Bond Indenture;

(i) the Bond Trustee shall not be required to expend or risk its own funds 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 for believing that repayment of such funds or indemnity satisfactory to it against such risk is not reasonably assured to it;

(j) the Bond Trustee shall not be personally liable for any action taken or suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Bond Indenture; provided, however, that the Bond Trustee’s conduct does not constitute willful misconduct, negligence or bad faith;

(k) in the event that the Bond Trustee is also acting as Paying Agent, authenticating agent or Bond Registrar hereunder, the rights and protections afforded to the Bond Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, authenticating agent or Bond Registrar;

(l) the Bond Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer obtains actual knowledge of such event or the Bond Trustee receives written notice of such event from the Bond Issuer, the Servicer or a majority of the Holders of Bonds of the Tranche or Tranches so affected;

(m) without limiting its rights under bankruptcy law, when the Bond Trustee incurs expenses or renders services in connection with the insolvency or bankruptcy of any party hereto or with the Basic Documents to which it is a party such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy or insolvency law;

(n) the Bond Trustee shall not be required to give any bond or surety in respect of the execution of the trust created herby or the power granted hereunder;

(o) in no event shall the Bond Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bond Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(p) the right of the Bond Trustee to perform any discretionary act enumerated in this Bond Indenture shall not be construed as a duty, and the Bond Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;

(q) the Bond Trustee shall have no duty to file any financing statement or continuation statement evidencing a security interest or to maintain any such filing, or to maintain any insurance; and

(r) the Bond Trustee shall have no obligation to supervise the Servicer or act as successor Servicer, and shall not be liable for any default or misconduct of the Servicer.

Section 6.03 Individual Rights of Bond Trustee.

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

Section 6.04 Bond Trustee’s Disclaimer.

Except as set forth in Section 6.13, the Bond Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Bond Indenture or the Bonds, it shall not be accountable for the Bond Issuer’s use of the proceeds from the Bonds, and it shall not be responsible for any statement of the Bond Issuer in the Bond Indenture or in any document issued in connection with the sale of the Bonds or in the Bonds other than the Bond Trustee’s certificate of authentication. The Bond Trustee shall not be responsible for the form, character, genuineness, sufficiency, value or validity of any of the Collateral, for the validity, priority or perfection of any lien or security interest granted to it hereunder (except to the extent impaired by action or omission constituting negligence or willful misconduct on the part of the Bond Trustee, or for or in respect of the Bonds (other than the certificate of authentication for the Bonds) or the Basic Documents and the Bond Trustee shall in no event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided in this Bond Indenture. The Bond Trustee shall not be liable for the default or misconduct of the Bond Issuer or the Servicer under the Basic Documents or otherwise, and the Bond Trustee shall have no obligation or liability to perform the obligations of such Persons.

Section 6.05 Notice of Defaults.

If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Bond Trustee, the Bond Trustee shall transmit to each Holder of Bonds and to the Rating Agencies notice of the Default within 30 days after actual notice of such Default was received by a Responsible Officer of the Bond Trustee (provided that the Bond Trustee shall give the Rating Agencies prompt written notice of any payment Default in respect of the Bonds). Except in the case of a Default in payment of principal of or interest on any Bond, the Bond Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith after consultation with the Certificate Trustee determines that prompt notice of the Default is not likely to be material to Holders and the Default is likely to be cured and therefore that withholding the notice is in the interests of Bondholders and the Certificateholders.

Section 6.06 Reports by Bond Trustee to Holders.

(a) So long as the Bond Trustee is the Bond Registrar and Paying Agent, upon the written request of a Bondholder the Bond Trustee shall deliver to such Bondholder such information in its possession as may be required to enable such Holder to prepare its federal and state income tax returns.

(b) On or prior to each Payment Date therefor, the Bond Trustee will provide to each Holder of Bonds on such Payment Date a statement prepared by the Servicer and provided to the Bond Trustee which will include (to the extent applicable) the following information as to the Bonds with respect to such Payment Date or the period since the previous Payment Date, as applicable:

(i) the amount of the payment to Bondholders allocable to principal;

(ii) the amount of the payment to Bondholders allocable to interest;

(iii) the Outstanding Amount, after giving effect to payments allocated to principal reported under (i) above;

(iv) the difference, if any, between the Outstanding Amount and the Projected Principal Balance as of such Payment Date, after giving effect to payments to be made on such Payment Date;

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(v) the amount on deposit in the Capital Subaccount as of the Payment Date;

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

(vii) the amount paid to the Bond Trustee, the Delaware Trustee, and the Certificate Trustee since the previous Payment Date;

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

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

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

(c) The Bond Issuer shall send a copy of each Certificate of Compliance delivered to it pursuant to Section 3.03 of the Servicing Agreement and Annual Accountant’s Report delivered to it pursuant to Section 3.04 of the Servicing Agreement to the Bond Trustee, the Certificate Trustee, the Bondholders and the Rating Agencies and to the Servicer for posting on the 17g-5 Website in accordance with Rule 17g-5 of the Commission.

(d) The Bond Trustee will provide to the Certificate Trustee the statement required to be sent to Certificateholders pursuant to Section 4.03 of the Certificate Indenture, such statement to be prepared by the Servicer and provided to the Bond Trustee with the statement referenced in 6.06(b) above.

Section 6.07 Compensation and Indemnity.

Subject to Section 8.02(e), the Bond Issuer shall pay to the Bond Trustee from time to time reasonable compensation for its services. The Bond Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.

Subject to Section 8.02(e), the Bond Issuer shall reimburse the Bond 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 Bond Trustee’s agents, counsel, accountants and experts. Subject to Section 8.02(e), the Bond Issuer shall indemnify, defend and hold harmless the Bond Trustee and any of its affiliates, officials, officers, directors, employees, consultants, counsel and agents (the “Indemnified Persons”) from and against any and all losses, claims, actions, suits, taxes, damages, expenses (including, without limitation, reasonable legal fees and expenses) and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, administration, operation or termination of this trust and the performance by the Bond Trustee of its duties hereunder, the failure of the Bond Issuer or any other Person (other than the Person being indemnified) to perform its obligations hereunder or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the transactions contemplated thereby, provided, however , that the Bond Issuer is not required to indemnify any Indemnified Person for any Expenses that result from the willful misconduct or negligence of such Indemnified Person. The willful misconduct or negligence of any Bond Trustee shall not affect the rights of any predecessor or successor Bond Trustee hereunder. The Indemnified Person shall notify the Bond Issuer as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indemnified Person to so notify the Bond Issuer shall not relieve the Bond Issuer of its obligations hereunder. The Bond Issuer shall defend the claim and the Indemnified Person may have separate counsel and the Bond Issuer shall pay the fees and expenses of such counsel. The Bond Issuer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.07, (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

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

The Bond Issuer acknowledges and agrees that under the Certificate Indenture the Certificate Trustee shall pay the fees and expenses of, and shall indemnify and hold harmless the Bond Trustee and the Delaware Trustee, to the extent that payments required to be made by the Bond Issuer to the Bond Trustee under this Section 6.07 or to the Delaware Trustee under the Fee and Indemnity Agreement, as the case may be, are not made by the Bond Issuer when due.

Section 6.08 Replacement of Bond Trustee and Securities Intermediary.

The Bond Trustee may resign at any time by so notifying the Bond Issuer, provided, however, that no such resignation shall be effective until either (a) the Collateral has been completely liquidated and the proceeds of the liquidation distributed to the Bondholders or (b) a successor trustee having the qualifications set forth in Section 6.11 has been designated and has accepted such trusteeship. The Holders of a majority in Outstanding Amount of the Bonds may remove the Bond Trustee by so notifying the Bond Trustee and may appoint a successor Bond Trustee. The Bond Issuer shall remove the Bond Trustee if:

(a) the Bond Trustee fails to comply with Section 6.11;

(b) the Bond Trustee is adjudged a bankrupt or insolvent;

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

(d) the Bond Trustee otherwise becomes incapable of acting; or

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

Any removal or resignation of the Bond Trustee shall also constitute a removal or resignation of the Securities Intermediary.

If the Bond Trustee resigns or is removed or if a vacancy exists in the office of Bond Trustee for any reason (the Bond Trustee in such event being referred to herein as the retiring Bond Trustee), the Bond Issuer shall promptly appoint a successor Bond Trustee and Securities Intermediary.

A successor Bond Trustee shall deliver a written acceptance of its appointment to the retiring Bond Trustee and to the Bond Issuer. Thereupon the resignation or removal of the retiring Bond Trustee shall become effective, and the successor Bond Trustee shall have all the rights, powers and duties of the Bond Trustee and Securities Intermediary under this Bond Indenture. The successor Bond Trustee shall mail a notice of its succession to Bondholders and to the Rating Agencies. The retiring Bond Trustee shall promptly transfer all property held by it as Bond Trustee to the successor Bond Trustee.

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

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

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

Section 6.09 Successor Bond Trustee by Merger.

If the Bond 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 without any further act shall be the successor Bond Trustee. The successor Bond Trustee shall mail a notice of its merger, conversion, consolidation or transfer to the Rating Agencies.

In case at the time such successor or successors by merger, conversion, consolidation or transfer to the Bond Trustee shall succeed to the trusts created by this Bond Indenture any of the Bonds shall have been authenticated but not delivered, any such successor to the Bond Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Bonds so authenticated; and in case at that time any of the Bonds shall not have been authenticated, any successor to the Bond Trustee may authenticate such Bonds either in the name of any predecessor hereunder or in the name of the successor to the Bond Trustee; and in all such cases such certificates shall be valid for all purposes hereunder and under the Bonds.

Section 6.10 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Bond 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 or to address divergent or conflicting interests among Holders of Certificates of separate Tranches of Certificates as a result of variations in terms of the respective underlying Bonds of corresponding Tranches, the Bond 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 Bondholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Bond Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Bondholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof. Notice of any such appointment shall be promptly given to each Rating Agency by the Bond 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 Bond Trustee shall be conferred or imposed upon and exercised or performed by the Bond 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 Bond 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 Bond 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 Bond Trustee;

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

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

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(c) Any notice, request or other writing given to the Bond 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 Bond 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 Bond Trustee or separately, as may be provided therein, subject to all the provisions of this Bond Indenture, specifically including every provision of this Bond Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Bond Trustee. Every such instrument shall be filed with the Bond Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Bond 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 Bond 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 Bond Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11 Eligibility; Disqualification.

The Bond Trustee shall at all times satisfy the requirements of Trust Indenture Act Section 310(a) and Section 310(a)(5). The Bond 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 at least “A” (or the equivalent thereof) or better by the Rating Agencies. The Bond Trustee shall comply with Trust Indenture Act Section 310(b), including the optional provision permitted by the second sentence of Trust Indenture Act Section 310(b)(9); provided, however, that there shall be excluded from the operation of Trust Indenture Act Section 310(b)(1) any indenture or indentures under which other securities of the Bond Issuer are outstanding if the requirements for such exclusion set forth in Trust Indenture Act Section 310(b)(1) are met.

Section 6.12 Preferential Collection of Claims Against Bond Issuer.

The Bond Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Bond Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

Section 6.13 Representations and Warranties of Bond Trustee.

The Bond Trustee hereby represents and warrants that:

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

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

Section 6.14 Custody of Collateral.

The Bond Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Bond Trustee) as consists of instruments, deposit accounts, securities accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Bond Trustee shall hold such of the Collateral as constitutes investment property through the Securities Intermediary (which, as of the date hereof, is U.S. Bank National Association). The initial Securities Intermediary, hereby agrees (and each future Securities Intermediary shall agree) with the Bond Trustee that (a) such investment property shall at all times be credited to a securities account of the Bond Trustee, (b) the Securities Intermediary shall treat the Bond 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) the Securities Intermediary shall comply with

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entitlement orders originated by the Bond Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Bond Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Bond Trustee), and (g) such securities accounts shall be governed by the internal laws of the State of New York. 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 6.14, or elsewhere in this Bond Indenture, the Bond Trustee shall not hold Collateral through an agent or a nominee.

ARTICLE VII

Bondholders’ Lists and Reports

Section 7.01 Bond Issuer To Furnish Bond Trustee Names and Addresses of Bondholders.

The Bond Issuer will furnish or cause to be furnished to the Bond Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) six months after the last Record Date, a list, in such form as the Bond Trustee may reasonably require, of the names and addresses of the Holders of Bonds as of such Record Date, (b) at such other times as the Bond Trustee may request in writing, within 30 days after receipt by the Bond 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 Bond Trustee is the Bond Registrar, no such list shall be required to be furnished.

Section 7.02 Preservation of Information: Communications to Bondholders.

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

(b) Bondholders may communicate pursuant to Trust Indenture Act Section 312(b) with other Bondholders with respect to their rights under this Bond Indenture or under the Bonds.

(c) The Bond Issuer, the Bond Trustee and the Bond Registrar shall have the protection of Trust Indenture Act Section 312(c).

Section 7.03 Reports by Bond Issuer.

(a) The Bond Issuer shall:

(i) so long as the Bond Issuer is required to file such documents with the Commission, file with the Bond Trustee, within 15 days after the Bond 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 Bond Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) provide to the Bond Trustee and file with 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 Bond Issuer with the conditions and covenants of this Bond Indenture as may be required from time to time by such rules and regulations; and

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(iii) supply to the Bond Trustee (and the Bond Trustee shall transmit to all Bondholders described in Trust Indenture Act Section 313(c)) such summaries of any information, documents and reports required to be filed by the Bond 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.

(b) Unless the Bond Issuer otherwise determines and provides written notice to the Bond Trustee, the fiscal year of the Bond Issuer shall end on December 31 of each year.

Section 7.04 Reports by Bond Trustee.

If required by Trust Indenture Act Section 313(a), within 60 days after December 31 of each year, commencing December 31, 2013, the Bond Trustee shall transmit to each Holder of Bonds as required by Trust Indenture Act Section 313(c) a brief report dated as of such date that complies with Trust Indenture Act Section 313(a). The Bond Trustee also shall comply with Trust Indenture Act Section 313(b); provided, however, that the initial report so issued shall be delivered not more than twelve (12) months after the date hereof.

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

ARTICLE VIII

Accounts, Disbursements and Releases

Section 8.01 Collection of Money.

Except as otherwise expressly provided herein, the Bond 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 Bond Trustee, the Certificate Trustee or the Delaware Trustee pursuant to this Bond Indenture, the Certificate Indenture and the Fee and Indemnity Agreement. The Bond Trustee shall apply all such money received by it as provided in this Bond Indenture. Except as otherwise expressly provided in this Bond 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 Bond Trustee may take such action as may be appropriate to enforce such payment or performance, subject to Article VI, 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 Bond Indenture and any right to proceed thereafter as provided in Article V.

Section 8.02 Collection Account.

(a)(i) Prior to the Issuance Date, the Bond Trustee shall cause to be established with the Securities Intermediary, in the Bond Trustee’s name, located at the Bond Trustee’s Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts in the Bond Trustee’s name for the deposit of Estimated Phase-In-Recovery Charge Payments and other amounts remitted under the Servicing Agreement (collectively, the “Collection Account”). The Bond Trustee shall hold the Collection Account for the benefit of Bondholders, the Bond Trustee and the other Persons indemnified hereunder or under the Fee and Indemnity Agreement. The Collection Account will consist of three subaccounts: a general subaccount (the “General Subaccount”), an excess funds subaccount (the “Excess Funds Subaccount” and a capital subaccount (the “Capital Subaccount”). All amounts in the Collection Account not allocated to any other subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account shall be allocated to the General 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 the Collection Account shall be made as set forth in this Section 8.02. The Collection Account shall at all times be maintained in an Eligible Account and only the Bond Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Bond

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Indenture. Funds in the Collection Account shall not be commingled with any other moneys. Except as provided in Section 8.03, all moneys deposited from time to time in the Collection Account, all deposits therein pursuant to this Bond 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 Bond Trustee in the Collection Account as part of the Collateral as herein provided.

(ii) The Securities Intermediary hereby confirms that (A) the 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, (B) 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 (C) the Bond Trustee for the benefit of the Bondholders 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 no 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 Collection Account and shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Notwithstanding anything to the contrary, New York State shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110 of the UCC, and the Collection Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

(b) The Bond Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account and shall apply such amounts therein as provided in this Section 8.02. The Bond Trustee shall also pay from the Collection Account any amounts requested to be paid by the Servicer pursuant to Section 4.03(b) of the Servicing Agreement.

(c) All Estimated Phase-In-Recovery Charge Payments and other remittances under the Servicing Agreement shall be deposited in the General Subaccount as provided in Section 4.03 of the Servicing Agreement. All deposits to and withdrawals from the Collection Account and all allocations to the subaccounts of the Collection Account shall be made by the Bond Trustee in accordance with the written instructions provided by the Servicer in the Semiannual Servicer Certificate or as otherwise provided herein.

(d) On any Business Day upon which the Bond Trustee receives a written request from the Administrator stating that any Operating Expense payable by the Bond Issuer (but only as described in clauses (i) through (iv) below) will become due and payable prior to the next succeeding Payment Date, and setting forth the amount and nature of such Operating Expenses, as well as any supporting documentation that the Bond Trustee may reasonably request, the Bond Trustee, upon receipt of such information and subject to the Cap, will make payment of such Operating Expenses on or before the date such payment is due from amounts on deposit in the General Subaccount, the Excess Funds Subaccount and the Capital Subaccount, in that order and only to the extent required to make such payment.

(e) On each semiannual Payment Date, or for any amount payable under clauses (i) through (iv) below, on any Business Day, the Bond Trustee shall apply, at the direction of the Servicer and subject to the Cap if applicable, all amounts on deposit in the Collection Account, including all earnings thereon, to allocate or pay the following amounts, in accordance with the Semiannual Servicer Certificate, in the following priority:

(i) first, all fees, costs, expenses (including legal fees and expenses) and indemnity amounts owed by the Bond Issuer to the Bond Trustee, Certificate Trustee and Delaware Trustee under the applicable Basic Documents shall be paid to the Bond Trustee, Certificate Trustee and Delaware Trustee (subject to Section 6.07), respectively, and, second, all fees, costs, expenses (including legal fees and expenses) and indemnity amounts owed by the Bond Issuer to the Certificate Issuer under the applicable Basic Documents shall be paid to the Certificate Issuer; provided that the total of the foregoing amounts paid shall not exceed $100,000 annually;

(ii) the Servicing Fee for such Payment Date and all unpaid Servicing Fees from prior Payment Dates shall be paid to the Servicer;

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(iii) the Administration Fee and all unpaid Administration Fees from prior Payment Dates shall be paid to the Administrator and amounts due independent directors of the Bond Issuer shall be paid to such independent directors;

(iv) the payment of all other Operating Expenses for such Payment Date shall be paid to the Persons entitled thereto;

(v) first, any overdue Semiannual Interest (together with, to the extent lawful, interest on such overdue Semiannual Interest at the applicable Bond Interest Rate) and second, Semiannual Interest for such Payment Date shall be paid to the Bondholders;

(vi)(A) first, principal due and payable on the Bonds as a result of an Event of Default (and assuming the Bonds have been declared immediately due and payable) or on the Final Maturity Date of a Tranche of the Bonds shall be paid to the Bondholders and (B) second, Semiannual Principal for such Payment Date shall be paid to the Bondholders in accordance with the priorities set forth in Section 2.01(c)(iii);

(vii) unpaid Operating Expenses (including, without limitation, fees, expenses and indemnity amounts) owed by the Bond Issuer under the Basic Documents shall be paid first, to the Persons entitled thereto (other than the Bond Trustee, Delaware Trustee and Certificate Trustee) and second, to the Bond Trustee, Delaware Trustee and Certificate Trustee;

(viii) the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Subaccount as of such Payment Date shall be allocated to the Capital Subaccount;

(ix) an amount equal to one-half of 6.85% of the Required Capital Level shall be paid to the Seller;

(x) reimbursement of the Servicer for any amounts paid by the Servicer to the Bond Trustee, Delaware Trustee or Certificate Trustee pursuant to Section 6.02(f) of the Servicing Agreement;

(xi) the balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates; and

(xii) after, first, the payment of all principal of and interest on all Bonds and all other approved Financing Costs, and second, the payment of any unpaid amounts due the Bond Trustee, the Certificate Trustee or the Delaware Trustee under clause (i) above that exceeded the Cap, then the balance, if any, shall be paid to the Bond Issuer, free from the Lien of this Bond Indenture.

All payments of interest pursuant to clause (v), shall be allocated among each Tranche of Bonds pro rata based upon the respective amounts of interest owed on the Bonds of each Tranche, and allocated and paid to Holders within each Tranche pro rata based upon the respective principal amount of Bonds held. All payments of principal pursuant to clause (vi)(A) shall be made to such Holders pro rata based on the respective principal amounts of Bonds held by such Holders. All payments of principal pursuant to clause (vi)(B) above shall be made to the Holders of the Tranche then entitled to payment, based upon the Expected Amortization Schedule in accordance with the priority set forth in Section 2.01(c)(iii).

In accordance with the Financing Order, certain approved ongoing Financing Costs recoverable through Phase-In-Recovery Charges (including, without limitation, those referenced in clauses (i) through (iv), (vii), (ix) and (x) above) may not exceed on an annual basis the aggregate amount approved for such ongoing Financing Costs by more than 5%. The sum of such approved annual ongoing Financing Costs ($1,072,732) plus an amount equal to 5% of such costs is equal to $1,126,369, which amount is referred to as the “Cap”. The ongoing Financing Costs referenced in clauses (i) through (iv), (vii), (ix) and (x) above, to the extent in excess of the Cap for any given annual period, may be recovered in any subsequent annual period (subject to the annual Cap in such subsequent period). Unused Cap amounts in a given year will not be available for recovery of any ongoing Financing Costs in a subsequent year. In the case of a non-utility Servicer with a servicing fee of 0.75% of the initial principal balance of the Bonds (the maximum permitted to be paid to a non-utility Servicer under the Financing Order), as compared to 0.10% to be paid to the initial Servicer, the Cap would be $4,277,550.

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(f) If on any Payment Date, or for any amounts payable under clauses (i) through (iv) above, on any Business Day, funds on deposit in the General Subaccount are insufficient to make the payments contemplated by clauses (i) through (vi) of Section 8.02(e), the Bond Trustee shall (i) first, draw from amounts on deposit in the Excess Funds Subaccount and (ii) second, draw from amounts on deposit in the Capital Subaccount, in each case, up to the amount of such shortfall in order to make the payments contemplated by clauses (i) through (vi) of Section 8.02(e). In addition, if on any Payment Date funds on deposit in the General Subaccount are insufficient to make the allocation contemplated by clause (viii) of Section 8.02(e), the Bond Trustee shall draw from amounts on deposit in the Excess Funds Subaccount to make such allocation. If on any Payment Date funds on deposit in the Collection Account are insufficient to make the transfers contemplated by clause (v) of Section 8.02(e), the Bond Trustee will allocate the funds drawn pursuant to the first sentence of this paragraph among the Tranches pro rata as provided in Section 8.02(e).

Section 8.03 General Provisions Regarding the Collection Account.

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account shall be invested in Eligible Investments and reinvested by the Bond Trustee upon Issuer Order. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Bond Trustee in the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Bond Issuer will not direct the Bond Trustee to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest Granted and perfected in such Collection 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 Bond Trustee to make any such investment or sale, if requested by the Bond Trustee, the Bond Issuer shall deliver to the Bond Trustee an Opinion of Counsel, reasonably acceptable to the Bond Trustee, to such effect. In no event shall the Bond Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Bond 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 Bond Issuer to provide timely written investment direction. The Bond 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. If the rating of the Eligible Institution, which may be the Bond Trustee’s Corporate Trust Office, falls below the rating requirements set forth in clause (b) of the definition of Eligible Institution, the Bond Issuer on behalf of the Certificate Issuer shall, within one month after notice of such rating change, cause the Collection Account to be transferred to an institution meeting the requirements set forth in clause (b) of the definition of “Eligible Institution.”

(b) Subject to Section 6.01(c), the Bond Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Bond Trustee’s failure to make payments on such Eligible Investments issued by the Bond Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) the Bond Issuer shall have failed to give written investment directions for any funds on deposit in the Collection Account to the Bond Trustee by 11:00 am. Eastern Time (or such other time as may be agreed by the Bond Issuer and Bond Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Bonds but the Bonds shall not have been declared due and payable pursuant to Section 5.02; then the Bond Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in the money market fund (described in clause (d) of the definition of “Eligible Investments”) specified in the most recent investment directions delivered by the Bond Issuer to the Bond Trustee with respect to such type of Eligible Investments; provided that if the Bond Issuer has never delivered written investment directions to the Bond Trustee, the Bond Trustee shall not invest or reinvest such funds in any investments.

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Section 8.04 Release of Collateral.

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

(b) The Bond Trustee shall, at such time as there are no Bonds Outstanding and all sums payable by the Bond Issuer to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture have been paid, release any remaining portion of the Collateral that secured the Bonds from the Lien of this Bond Indenture and release to the Bond Issuer or any other Person entitled thereto any funds then on deposit in the Collection Account. The Bond Trustee shall release property from the Lien of this Bond Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the Trust Indenture Act) Independent Certificates in accordance with Trust Indenture Act Sections 314(c) and 314(d)(I) meeting the applicable requirements of Section 11.01.

Section 8.05 Opinion of Counsel.

The Bond Trustee shall receive at least seven days’ notice when requested by the Bond Issuer to take any action pursuant to Section 8.04 (a), accompanied by copies of any instruments involved, and the Bond Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the Bond 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 Bonds or the rights of the Bondholders in contravention of the provisions of this Bond 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 Bond Trustee in connection with any such action.

Section 8.06 Reports by Independent Registered Accountants.

As of the Issuance Date, the Bond Issuer shall appoint a firm of Independent registered public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Bond Indenture. Upon any resignation by such firm the Bond Issuer shall provide written notice thereof to the Bond Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent registered public accountants of recognized national reputation. If the Bond Issuer shall fail to appoint a successor to a firm of Independent registered public accountants that has resigned within 15 days after such resignation, the Bond Trustee shall promptly notify the Bond Issuer of such failure in writing. If the Bond Issuer shall not have appointed a successor within 10 days thereafter the Bond Trustee shall promptly appoint a successor firm of Independent registered public accountants of recognized national reputation; provided, however, that the Bond Trustee shall have no liability with respect to such appointment if the Bond Trustee acted with due care with respect thereto. The fees of such Independent registered public accountants and its successor shall be payable by the Bond Issuer.

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ARTICLE IX

Supplemental Bond Indentures

Section 9.01 Supplemental Bond Indentures Without Consent of Bondholders.

(a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Bond Issuer, the Bond Trustee and the Certificate 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 reasonably satisfactory to the Bond Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the Lien of this Bond Indenture, or better to assure, convey and confirm unto the Bond Trustee any property subject or required to be subjected to the Lien of this Bond Indenture, or to subject to the Lien of this Bond Indenture additional property;

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

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

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Bond Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental bond indenture which may be inconsistent with any other provision herein or in any supplemental bond indenture or to make any other provisions with respect to matters or questions arising under this Bond Indenture or in any supplemental bond indenture; provided, however, that such action shall not adversely affect the interests of the Holders of the Bonds or holders of the Certificates;

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

(vii) to modify, eliminate or add to the provisions of this Bond Indenture to such extent as shall be necessary to effect the qualification of this Bond Indenture under the Trust Indenture Act or under any similar federal statute hereafter enacted and to add to this Bond Indenture such other provisions as may be expressly required by the Trust Indenture Act.

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

(b) The Bond Issuer and the Bond Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Bond Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Bond Indenture; provided, however, that (i) such action shall not, as evidenced by an Officer’s Certificate, adversely affect in any material respect the interests of the Bondholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto.

Section 9.02 Supplemental Bond Indentures with Consent of Bondholders.

The Bond Issuer and the Bond Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Bonds of each Tranche to be affected, by Act of such Holders delivered to the Bond Issuer and the Bond Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Bond Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Bond Indenture; provided, however, that no such supplemental bond indenture shall, without the consent of the Holder of each Outstanding Bond of each Tranche affected thereby:

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(i) change the date of payment of any installment of principal of or interest on any Bond, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Bond Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Bonds, or change any place of payment where, or the coin or currency in which, any Bond or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Bond Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Bonds on or after the respective due dates thereof;

(ii) reduce the percentage of the Outstanding Amount of the Bonds or of a Tranche thereof, the consent of the Holders of which is required for any such supplemental bond indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Bond Indenture or certain defaults hereunder and their consequences provided for in this Bond Indenture;

(iii) 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 Bonds required to direct the Bond Trustee to direct the Bond Issuer to sell or liquidate the Collateral pursuant to Section 5.04;

(v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Bond Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Bond affected thereby;

(vi) modify any of the provisions of this Bond Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Bond on any Payment Date (including the calculation of any of the individual components of such calculation); or

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

The Bond Trustee, after consultation with the Certificate Trustee, may in its discretion determine whether or not any Bonds or Certificates of a Tranche would be affected by any supplemental bond indenture and any such determination shall be conclusive upon the Holders of all Bonds and holders of all Certificates of such Tranche, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Bond Trustee nor the Certificate Trustee shall be liable for any such determination made in good faith.

It shall not be necessary for any Act of Bondholders under this Section 9.02 to approve the particular form of any proposed supplemental bond indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Bond Issuer and the Bond Trustee of any supplemental bond indenture pursuant to this Section 9.02, the Bond Issuer shall send to the Rating Agencies, the Certificate Trustee and the Holders of the Bonds to which such amendment or supplemental bond indenture relates a copy such supplemental bond indenture. Any failure of the Bond Trustee to send such copy, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental bond indenture.

Section 9.03 Execution of Supplemental Bond Indentures.

In executing any supplemental bond indenture permitted by this Article IX or the modifications thereby of the trusts created by this Bond Indenture, the Bond 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 bond indenture is authorized or permitted by this Bond Indenture. The Bond Trustee may, but shall not be obligated to, enter into any such supplemental bond indenture that affects the Bond Trustee’s own rights, duties, liabilities or immunities under this Bond Indenture or otherwise.

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Section 9.04 Effect of Supplemental Bond Indenture.

Upon the execution of any supplemental bond indenture pursuant to the provisions hereof, this Bond Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to each Tranche of Bonds affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Bond Indenture of the Bond Trustee, the Bond Issuer and the Holders of the Bonds 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 bond indenture shall be and be deemed to be part of the terms and conditions of this Bond Indenture for any and all purposes. If required by the Bond Trustee, Bonds may bear a notation in form approved by the Bond Trustee as to any matter provided for in such supplemental bond indenture. If the Bond Issuer or the Bond Trustee shall so determine, new Bonds so modified as to conform, in the opinion of the Bond Trustee and the Bond Issuer, to any such supplemental bond indenture may be prepared and executed by the Bond Issuer and authenticated and delivered by the Bond Trustee in exchange for Outstanding Bonds.

Section 9.05 Conformity with Trust Indenture Act.

Every amendment of this Bond Indenture and every supplemental bond indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Bond Indenture shall then be qualified under the Trust Indenture Act.

ARTICLE X

Redemption of Bonds

Section 10.01 Optional Redemption by Bond Issuer.

This Bond Indenture does not permit optional redemption of Bonds under any circumstances.

ARTICLE XI

Miscellaneous

Section 11.01 Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Bond Issuer to the Bond Trustee to take any action under any provision of this Bond Indenture, the Bond Issuer shall furnish to the Bond Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Bond 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 Trust Indenture Act) an Independent Certificate from a firm of registered public accountants meeting the applicable requirements of this Section 11.01, 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 Bond 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 Bond Indenture shall include:

(i) 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;

(ii) 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;

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(iii) 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

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

(b) (i) Prior to the deposit of any Collateral or other property or securities with the Bond Trustee that is to be made the basis for the release of any property or securities subject to the Lien of this Bond Indenture, the Bond Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Bond Indenture, furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Bond Issuer of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Bond Issuer is required to furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Bond Issuer shall also deliver to the Bond Trustee an Independent Certificate as to the same matters, if the fair value to the Bond Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Bond Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is ten percent or more of the Outstanding Amount of the Bonds, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Bond Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Bonds.

(iii) Whenever any property or securities are to be released from the Lien of this Bond Indenture other than pursuant to Section 8.02, the Bond Issuer shall also furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Bond Indenture in contravention of the provisions hereof.

(iv) Whenever the Bond Issuer is required to furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Bond Issuer shall also furnish to the Bond Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, or securities released from the Lien of this Bond Indenture (other than pursuant to Section 8.02 hereof) since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10 percent or more of the Outstanding Amount of the Bonds, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Bonds.

(v) Notwithstanding Section 2.11 or any other provision of this Section 11.01, the Bond Issuer may (A) collect, liquidate, sell or otherwise dispose of the Phase-In-Recovery Property and the Phase-In-Recovery Charge as and to the extent permitted or required by the Basic Documents and (B) cause the Bond Trustee to make cash payments out of the Collection Account as and to the extent permitted or required by the Basic Documents.

Section 11.02 Form of Documents Delivered to Bond 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.

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Any certificate or opinion of an Authorized Officer of the Bond 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 or her certificate or 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 Seller, the Bond Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Bond Issuer or the Administrator, unless such 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.

Whenever in this Bond Indenture, in connection with any application or certificate or report to the Bond Trustee, it is provided that the Bond Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Bond 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 Bond 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 Bond 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.

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

Section 11.03 Acts of Bondholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Bond Indenture to be given or taken by Bondholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such 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 Bond Trustee, and, where it is hereby expressly required, to the Bond Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the 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 Bond Indenture and (subject to Section 6.01) conclusive in favor of the Bond Trustee and the Bond Issuer, if made in the manner provided in this Section 11.03.

(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 Bond Trustee deems sufficient.

(c) The ownership of 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 Bonds shall bind the Holder of every 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 Bond Trustee or the Bond Issuer in reliance thereon, whether or not notation of such action is made upon such Bond.

Section 11.04 Notices.

(a) Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Bond Indenture shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier

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service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid,

if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee for FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

With a copy to the Administrative Trustee

if to the Bond Issuer, to:

CEI Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the Bond Trustee or the Certificate Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the Rating Agencies, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Structured Credit Surveillance

E-mail: servicer-report@standardandpoors.com

Telephone: 212-438-8991

and

Moody’s Investors Service, Inc.

25^th Floor, 7 World Trade Center, 250 Greenwich

New York, New York 10007

Attention: ABS/RMBS Monitoring Department

E-mail: ServicerReports@moodys.com

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and

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: 212-908-0500

Facsimile: 212-908-0355

Section 11.05 Notices to Bondholders: Waiver.

Where this Bond Indenture provides for notice to Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Bondholder affected by such event, at such Bondholder’s 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 Bondholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Bond 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 Bondholders shall be filed with the Bond 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, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Bondholders when such notice is required to be given pursuant to any provision of this Bond Indenture, then any manner of giving such notice as shall be satisfactory to the Bond Trustee shall be deemed to be a sufficient giving of such notice.

Where this Bond 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 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 Bond Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

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

Section 11.07 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 11.08 Successors and Assigns.

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All covenants and agreements in this Bond Indenture and the Bonds by the Bond Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Bond Trustee in this Bond Indenture shall bind its successors.

Section 11.09 Severability.

In case any provision in this Bond Indenture or in the 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 11.10 Benefits of Bond Indenture.

Nothing in this Bond Indenture or in the Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the 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 Bond Indenture.

Section 11.11 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 Bonds or this Bond 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 11.12 Governing Law.

THIS BOND INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, 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. PURSUANT TO NEW YORK UCC SECTION 8-110(e)(1) AND, TO THE EXTENT APPLICABLE, NEW YORK UCC SECTION 9-304(b)(1), THE STATE OF NEW YORK IS THE JURISDICTION OF THE BOND TRUSTEE, AS BANK OR SECURITIES INTERMEDIARY WITH RESPECT TO ANY SECURITIES ACCOUNT, AND THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION AND THE PRIORITY OF THE SECURITY INTEREST IN THE SECURITIES ACCOUNT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 11.13 Counterparts.

This Bond 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 11.14 Recording of Bond Indenture.

If this Bond Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Bond Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Bond Trustee or any other counsel reasonably acceptable to the Bond Trustee) to the effect that such recording is necessary either for the protection of the Bondholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Bond Trustee under this Bond Indenture.

Section 11.15 Bond Issuer Obligation.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Bond Issuer or the Bond Trustee on the Bonds or under this Bond Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of a membership interest in the Bond Issuer or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Bond Trustee, the managers of the Bond

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Issuer or any owner of a membership interest in the Bond Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing. Each Bondholder by accepting a Bond specifically confirms the non recourse nature of these obligations and waives and releases all such liability. These waivers and releases are part of the consideration for issuance of the Bonds.

Section 11.16 No Recourse to Bond Issuer.

Notwithstanding any provision of this Bond Indenture or any Supplemental Bond Indenture to the contrary, Bondholders shall have no recourse against the Bond Issuer, but shall look only to the Collateral, with respect to any amounts due to the Bondholders hereunder and under the Bonds. Each Bondholder by accepting a Bond specifically confirms the non recourse nature of these obligations and waives and releases all such liability. These waivers and releases are part of the consideration for issuance of the Bonds.

Section 11.17 Inspection.

The Bond Issuer agrees that, on reasonable prior notice, it will permit any representative of the Bond Trustee, during the Bond Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Bond Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Bond Issuer’s affairs, finances and accounts with the Bond Trustee’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Bond 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 Bond Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Bond Trustee from sources other than the Bond Issuer, provided such parties are rightfully in possession of such information and do not have an obligation of confidentiality, (ii) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) pursuant to any subpoena, civil investigative demand or similar demand or request of any court or regulatory authority exercising its proper jurisdiction, (C) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by this Bond Indenture or the Basic Documents approved in advance by the Bond Issuer or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of the Bond Trustee having a need to know the same, provided that such parties agree to be bound by the confidentiality provisions contained in this Section 11.17, or (iii) any other disclosure authorized by the Bond Issuer.

Section 11.18 No Petition.

The Bond Trustee, by entering into this Bond Indenture, each Holder, by accepting a Bond (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Bond Indenture, acquiesce, petition or otherwise invoke or cause the Bond Issuer or any manager under the LLC Agreement to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Bond Issuer under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or any substantial part of its respective property, or ordering the dissolution, winding up or liquidation of the affairs of the Bond Issuer. Nothing in this paragraph shall preclude, or be deemed to estop, such Holder or the Bond Trustee (A) from taking or omitting to take any action prior to such date in (i) any case or proceeding voluntarily filed or commenced by or on behalf of the Bond Issuer under or pursuant to any such law or (ii) any involuntary case or proceeding pertaining to the Bond Issuer which is filed or commenced by or on behalf of a Person other than such Holder and is not joined in by such Holder (or any person to which such holder shall have assigned, transferred or otherwise conveyed any part of the obligations of the Bond Issuer hereunder) under or pursuant to any such law, or (B) from commencing or prosecuting any legal action which is not an involuntary case or proceeding under or pursuant to any such law against the Bond Issuer or any of its properties.

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Section 11.19 Securities Intermediary. The Securities Intermediary, in acting under this Bond Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded U.S. Bank National Association, a national banking association, in its capacity as Bond Trustee under this Bond Indenture.

Section 11.20 Trustee Capacities; Affiliated Parties Each of the Bondholders by accepting the Bonds shall be deemed to acknowledge and consent to U.S. Bank Trust National Association acting in the capacity of Delaware Trustee and U.S. Bank National Association acting in the capacities of Bond Trustee and Certificate Trustee.

Section 11.21 Waiver of Jury Trial. EACH OF THE BOND ISSUER AND THE BOND TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS BOND INDENTURE, THE BONDS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.22 Rule 17g-5 Compliance.

(a) The Bond Trustee agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Bond Trustee to any Rating Agency under this Bond Indenture or any other Basic Document to which it is a party for the purpose of determining the initial credit rating of the Bonds or undertaking credit rating surveillance of the Bonds shall be provided, substantially concurrently, to the Servicer for posting on a password-protected website (the “17g-5 Website”). The Servicer shall be responsible for posting all of the information on the 17g-5 Website.

(b) The Bond Trustee will not be responsible for creating or maintaining the 17g-5 Website, posting any information to the 17g-5 Website or assuring that the 17g-5 Website complies with the requirements of this Bond Indenture, Rule 17g-5 or any other law or regulation. In no event shall the Bond Trustee be deemed to make any representation in respect of the content of the 17g-5 Website or compliance by the 17g-5 Website with this Bond Indenture, Rule 17g-5 or any other law or regulation. The Bond Trustee shall have no obligation to engage in or respond to any oral communications with respect to the transactions contemplated hereby, any transaction documents relating hereto or in any way relating to the Bonds or for the purposes of determining the initial credit rating of the Bonds or undertaking credit rating surveillance of the Bonds with any Rating Agency or any of its respective officers, directors or employees. The Bonds Trustee shall not be responsible or liable for the dissemination of any identification numbers or passwords for the 17g-5 Website, including by the Servicer, the Rating Agencies, a nationally recognized statistical rating organization (“NRSRO”), any of their respective agents or any other party. Additionally, the Bond Trustee shall not be liable for the use of the information posted on the 17g-5 Website, whether by the Servicer, the Rating Agencies, an NRSRO or any other third party that may gain access to the 17g-5 Website or the information posted thereon.

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IN WITNESS WHEREOF, the Bond Issuer and the Bond Trustee have caused this Bond 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.

CEI FUNDING LLC, as Bond Issuer,
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
U.S. BANK NATIONAL ASSOCIATION, as Bond Trustee and Securities Intermediary,
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

Signature Page to Bond Indenture

STATE OF OHIO	§
	§
COUNTY OF SUMMIT	§

On the 17^th day of June, 2013, before me, a Notary Public in and for said county and state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person and officer whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument CEI Funding LLC, a Delaware limited liability company and the entity upon which the person acted, executed this instrument.

WITNESS my hand and official seal.

/s/ Michele A. Buchtel

Notary Public

My commission expires: August 28, 2016

[Notarial Seal State of Ohio] Michele A. Buchtel Resident Summit County Notary Public, State of Ohio My Commission Expires: 08/28/2016

Signature Page to Bond Indenture

STATE OF ILLINOIS	§
	§
COUNTY OF COOK	§

On the 18^th day of June, 2013, before me, a Notary Public in and for said county and state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person and officer whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, U.S. Bank National Association, a national banking association, and the entity upon which the person acted, executed this instrument.

WITNESS my hand and official seal.

/s/ Erika Forshtay

Notary Public

My commission expires: 12.8.2014

OFFICIAL SEAL

ERIKA FORSHTAY

Notary Public • State of Illinois

My Commission Expires Dec 8, 2014

Signature Page to Bond Indenture

SCHEDULE A

Expected Amortization Schedule

Semiannual Payment Date	Tranche A-1 Balance		Tranche A-2 Balance		Tranche A-3 Balance
Tranche Size	$	72,503,000	$	56,383,000	$	103,160,000
Date
Closing Date	$	72,503,000	$	56,383,000	$	103,160,000
1/2014		58,305,317		56,383,000		103,160,000
7/2014		42,387,863		56,383,000		103,160,000
1/2015		32,703,861		56,383,000		103,160,000
7/2015		23,434,114		56,383,000		103,160,000
1/2016		14,004,184		56,383,000		103,160,000
7/2016		4,719,440		56,383,000		103,160,000
1/2017		—		51,664,204		103,160,000
7/2017		—		42,379,769		103,160,000
1/2018		—		32,943,866		103,160,000
7/2018		—		23,634,345		103,160,000
1/2019		—		14,105,397		103,160,000
7/2019		—		4,728,780		103,160,000
1/2020		—		—		98,431,982
7/2020		—		—		89,143,349
1/2021		—		—		79,551,522
7/2021		—		—		70,421,318
1/2022		—		—		67,936,584
7/2022		—		—		65,548,132
1/2023		—		—		63,074,912
7/2023		—		—		60,631,354
1/2024		—		—		58,125,770
7/2024		—		—		55,605,530
1/2025		—		—		53,013,250
7/2025		—		—		50,404,820
1/2026		—		—		47,722,827
7/2026		—		—		45,023,137
1/2027		—		—		42,248,311
7/2027		—		—		39,454,185
1/2028		—		—		36,583,294
7/2028		—		—		33,691,447
1/2029		—		—		30,721,149
7/2029		—		—		27,728,180
1/2030		—		—		24,655,016
7/2030		—		—		21,557,406
1/2031		—		—		18,377,795
7/2031		—		—		15,171,903
1/2032		—		—		11,882,143
7/2032		—		—		8,564,201
1/2033		—		—		5,160,458
7/2033		—		—		1,726,567
1/2034		—		—		—
7/2034		—		—		—
1/2035		—		—		—
7/2035		—		—		—

A-1

EXHIBIT A-1

FORM OF SALE AGREEMENT

[Attached]

A-1.1

EXHIBIT A-2

FORM OF SERVICING AGREEMENT

[Attached]

A-1.2

EXHIBIT B

FORM OF BOND

REGISTERED NO. [                    ] $[                             ]

SEE REVERSE FOR CERTAIN DEFINITIONS

THE PRINCIPAL OF THIS TRANCHE A-[            ] BOND WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE A-[            ] BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE HOLDER OF THIS BOND HAS NO RECOURSE TO THE BOND ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE COLLATERAL, AS DESCRIBED IN THE BOND INDENTURE, FOR PAYMENT OF ANY AMOUNTS DUE HEREUNDER. ALL OBLIGATIONS OF THE BOND ISSUER OF THIS TRANCHE A-[            ] BOND UNDER THE TERMS OF THE BOND INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN THE BOND INDENTURE. THE HOLDER OF THIS TRANCHE A-[            ] BOND HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE TRANCHE A-[ ] BONDS, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE BOND ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES. NOTHING IN THIS PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE BOND ISSUER UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE BOND ISSUER WHICH IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE BOND ISSUER HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW, OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION WHICH IS NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST THE BOND ISSUER OR ANY OF ITS PROPERTIES.

CEI FUNDING LLC BONDS

TRANCHE A-[    ] BOND

Interest Rate	Original Principal Amount	Final Maturity Date
[    ]%	$[                             ]

PRINCIPAL AMOUNT:

CEI Funding LLC, a limited liability company formed and existing under the laws of the State of Delaware (herein referred to as the “Bond Issuer”), for value received, hereby promises to pay to FirstEnergy Ohio PIRB Special Purpose Trust 2013, or registered assigns, the Original Principal Amount shown above in semiannual installments on the Payment Dates and in the amounts specified on the reverse hereof or, if less, the amounts determined pursuant to Section 8.02 of the Bond Indenture, in each year, commencing on the date determined as provided on the reverse hereof and ending on or before the Final Maturity Date and to pay interest, at the Interest Rate shown above, on each January 15 and July 15 or if any such day is not a Business Day, the next succeeding Business Day, commencing on January 15, 2014 and continuing until the earlier of the

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payment of the principal hereof or the Final Maturity Date (each a “Payment Date”), on the principal amount of this Tranche A-[                    ] Bond. Interest on this Tranche A-[    ] Bond will accrue for each Payment Date from 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 June 20, 2013. 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 A-[    ] Bond shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Tranche A-[    ] 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 Bond Issuer with respect to this Tranche A-[    ] Bond shall be applied first to interest due and payable on this Tranche A-[    ] Bond as provided above and then to the unpaid principal of this Tranche A-[    ] Bond, all in the manner set forth in Section 8.02 of the Bond Indenture.

Reference is made to the further provisions of this Tranche A-[    ] Bond set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Tranche A-[    ] Bond.

The Holder of this Tranche A-[    ] Bond by the acceptance hereof agrees to be bound by the terms of the Bond Indenture.

Unless the certificate of authentication hereon has been executed by the Bond Trustee whose name appears below by manual signature, this Tranche A-[    ] Bond shall not be entitled to any benefit under the Bond Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Bond Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: June 20, 2013

CEI FUNDING LLC, as Bond Issuer,
By:
Name:	Steven R. Staub
Title:	Vice President and Treasurer

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BOND TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated: June 20, 2013

This is one of the Bonds referred to in the within-mentioned Bond Indenture.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Bond Trustee,
By:
Name: Title:	Melissa Rosal Vice President

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[REVERSE OF BOND]

This Tranche A-[    ] Bond is one of a duly authorized issue of Bonds of the Bond Issuer, designated as its CEI Funding LLC Bonds (herein called the “Bonds”), issuable in one or more Tranches, and further designated as a Tranche A-[    ] Bond (collectively with all other Tranche A-[    ] Bonds of this issue, the “Tranche A-[    ] Bonds”), all issued under a Bond Indenture dated as of June 20, 2013 (the “Bond Indenture”), between the Bond Issuer and U.S Bank National Association, as Bond Trustee (the “Bond Trustee,” which term includes any successor trustee under the Bond Indenture), to which Bond Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Bond Issuer, the Bond Trustee and the Holders of the Bonds. All terms used in this Tranche A-[    ] Bond that are defined in the Bond Indenture, as supplemented or amended, shall have the meanings assigned to them in the Bond Indenture, as supplemented or amended.

The Tranche A-[    ] Bonds and the other Tranches of Bonds issued by the Bond Issuer are and will be equally and ratably secured by the Collateral, as provided in the Bond Indenture.

The principal of this Tranche A-[    ] Bond shall be payable on each Payment Date only to the extent that amounts in the 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 Amortization Schedule which is attached to the Bond Indenture as Schedule A, unless payable earlier either because an Event of Default shall have occurred and be continuing and the Bond Trustee or the Holders of Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in accordance with Section 5.02 of the Bond 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 of the Bond Indenture. The entire unpaid principal amount of this Tranche A-[    ] Bond shall be due and payable on the Final Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Bonds shall be due and payable, if not then previously paid, on the date on which an Event of Default shall have occurred and be continuing and the Bond Trustee or the Holders of the Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Bond Indenture. All principal payments on the Tranche A-[    ] Bonds shall be made pro rata to the Tranche A-[    ] Bondholders entitled thereto based on the respective principal amounts of the Tranche A-[    ] Bonds held by them.

Payments of interest on this Tranche A-[    ] Bond due and payable on each Payment Date, together with the installment of principal shall be made by check mailed first-class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche A-[    ] Bond (or one or more Predecessor Bonds) on the Bond Register as of the close of business on the Record Date, except that with respect to Bonds registered on the Record Date in the name of the Certificate Trustee, payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal payable with respect to this Tranche A[    ] Bond on a Payment Date which 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 on the Bond Register as of the applicable Record Date without requiring that this Tranche A-[    ] Bond be submitted for notation of payment. Any reduction in the principal amount of this Tranche A-[    ] Bond (or any one or more Predecessor Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Tranche A-[ ] Bond and of any 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 Bond Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche A-[    ] Bond on a Payment Date, then the Bond Trustee, in the name of and on behalf of the Bond Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of this Tranche A-[    ] Bond and shall specify the place where this Tranche A-[    ] Bond may be presented and surrendered for payment of such installment.

The Bond Issuer shall pay interest on overdue installments of interest at the Bond Interest Rate to the extent lawful.

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As provided in the Bond Indenture and subject to certain limitations set forth therein, the transfer of this Tranche A-[    ] Bond may be registered on the Bond Register upon surrender of this Tranche A-[    ] Bond for registration of transfer at the office or agency designated by the Bond Issuer pursuant to the Bond Indenture, duly endorsed by, or accompanied by (a) a written instrument of transfer in form satisfactory to the Bond Trustee duly executed by the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Bond Trustee, and (b) such other documents as the Bond Trustee may require, and thereupon one or more new Tranche A-[    ] Bonds of Minimum Denominations and in the same aggregate 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 A-[    ] 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 such registration of transfer or exchange, other than exchanges pursuant to Section 2.04 of the Bond Indenture not involving any transfer.

Each Bondholder, by acceptance of a Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Bond Issuer or the Bond Trustee on the Bonds or under the Bond Indenture or any certificate or other writing delivered in connection therewith, against (i) any owner of a limited liability company interest in the Bond Issuer or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Bond Trustee, the managers of the Bond Issuer or any owner of a membership interest in the Bond Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing.

Prior to the due presentment for registration of transfer of this Tranche A-[    ] Bond, the Bond Issuer, the Bond Trustee and any agent of the Bond Issuer or the Bond Trustee may treat the Person in whose name this Tranche A-[    ] Bond is registered (as of the day of determination) as the owner hereof for the purpose of receiving payments of principal of and interest on this Tranche A-[    ] Bond and for all other purposes whatsoever, whether or not this Tranche A-[    ] Bond be overdue, and neither the Bond Issuer, the Bond Trustee nor any such agent shall be affected by notice to the contrary.

The Bond Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Bond Issuer and the rights of the Holders of the Bonds under the Bond Indenture at any time by the Bond Issuer with the consent of the Holders of Bonds representing a majority of the Outstanding Amount of all Bonds at the time Outstanding of each Tranche to be affected. The Bond Indenture also contains provisions permitting the Holders of Bonds representing specified percentages of the Outstanding Amount of the Bonds, on behalf of the Holders of all the Bonds, to waive compliance by the Bond Issuer with certain provisions of the Bond Indenture and certain past defaults under the Bond Indenture and their consequences. Any such consent or waiver by the Holder of this Tranche A-[    ] Bond (or any one of more Predecessor Bonds) shall be conclusive and binding upon such Holder and upon all future Holders of this Tranche A-[    ] Bond and of any 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 A-[    ] Bond. The Bond Indenture also permits the Bond Trustee to amend or waive certain terms and conditions set forth in the Bond Indenture without the consent of Holders of the Bonds issued thereunder.

The term “Bond Issuer” as used in this Tranche A-[    ] Bond includes any successor to the Bond Issuer under the Bond Indenture.

The Bond Issuer is permitted by the Bond Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Bond Trustee and the Holders of Bonds under the Bond Indenture.

The Tranche A-[    ] Bonds are issuable only in registered form in denominations as provided in the Bond Indenture, subject to certain limitations therein set forth.

This Tranche A-[    ] Bond and the Bond Indenture shall be construed in accordance with the laws of the State of Ohio, 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.

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No reference herein to the Bond Indenture and no provision of this Tranche A-[    ] Bond or of the Bond Indenture shall alter or impair the obligation of the Bond Issuer, which is absolute and unconditional, to pay the principal of and interest on this Tranche A-[    ] Bond at the times, place, and rate, and in the coin or currency herein prescribed.

The Holder of this Tranche A-[    ] Bond by the acceptance hereof agrees that, notwithstanding any provision of the Bond Indenture to the contrary, the Holder shall have no recourse against the Bond Issuer, but shall look only to the Collateral, with respect to any amounts due to the Holder under this Tranche A-[    ] Bond.

Subject to and in accordance with the terms of the Bond Indenture and pursuant to Section 4928.2315 of the Statute, the State of Ohio has pledged and agreed with the Bond Issuer and the Holders of the Bonds (the “State Pledge”), as follows:

“The state pledges to and agrees with the bondholders, any assignee, and any financing parties under a final financing order that the state will not take or permit any action that impairs the value of phase-in-recovery property under the final financing order or revises the phase-in costs for which recovery is authorized under the final financing order or, except as allowed under section 4928.238 of the Revised Code, reduce, alter, or impair phase-in-recovery charges that are imposed, charged, collected, or remitted for the benefit of the bondholders, any assignee, and any financing parties, until any principal, interest, and redemption premium in respect of phase-in-recovery bonds, all financing costs, and all amounts to be paid to an assignee or financing party under an ancillary agreement are paid or performed in full.”

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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 A-[    ] Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Tranche A-[    ] 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 A-[    ] Bond in every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED

BY BOND TRUSTEE IN ASSESSMENT OF COMPLIANCE

Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
	General Servicing Considerations
1122(d)(1)(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.
1122(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-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.

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Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
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; (B) 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
	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.
1122(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.

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Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
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.

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EX-4.4

EXHIBIT 4.4

Execution Version

OE FUNDING LLC

as Bond Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

as Bond Trustee and Securities Intermediary

BOND INDENTURE

Dated as of June 20, 2013

$169,504,000

OE FUNDING LLC BONDS

TABLE OF CONTENTS

ARTICLE I

Definitions and Incorporation by Reference

		Page
Section 1.01	Definitions		2
Section 1.02	Incorporation by Reference of Trust Indenture Act		9
Section 1.03	Rules of Construction		10
	ARTICLE II The Bonds
Section 2.01	Terms of the Bonds		10
Section 2.02	Form		11
Section 2.03	Execution, Authentication and Delivery		12
Section 2.04	Temporary Bonds		12
Section 2.05	Registration; Registration of Transfer and Exchange		12
Section 2.06	Mutilated, Destroyed, Lost or Stolen Bonds		13
Section 2.07	Persons Deemed Owner		14
Section 2.08	Payment of Principal and Interest; Interest on Overdue Principal; Principal and Interest Rights Preserved		14
Section 2.09	Cancellation		15
Section 2.10	Authentication and Delivery of Bonds		15
Section 2.11	Release of Collateral		18
Section 2.12	Tax Treatment		18
Section 2.13	State Pledge		19
Section 2.14	Security Interest		19
	ARTICLE III Covenants
Section 3.01	Payment of Principal and Interest		20
Section 3.02	Maintenance of Office or Agency		20
Section 3.03	Money for Payments To Be Held in Trust		20
Section 3.04	Existence		21
Section 3.05	Protection of Collateral		21
Section 3.06	Opinions as to Collateral		22
Section 3.07	Performance of Obligations; Servicing; Commission Filings		23
Section 3.08	Negative Covenants		25
Section 3.09	Annual Statement as to Compliance		25
Section 3.10	Bond Issuer May Consolidate, etc., Only on Certain Terms		26
Section 3.11	Successor or Transferee		27
Section 3.12	No Other Business		27
Section 3.13	No Borrowing		27
Section 3.14	Servicer’s Obligations		27
Section 3.15	No Additional Bonds		27
Section 3.16	Guarantees, Loans, Advances and Other Liabilities		27
Section 3.17	Capital Expenditures		28
Section 3.18	Intentionally Omitted		28
Section 3.19	Restricted Payments		28
Section 3.20	Notice of Events of Default		28
Section 3.21	Further Instruments and Acts		28
Section 3.22	Change in Chief Executive Office or Jurisdiction of Organization		28

i

	ARTICLE IV Satisfaction and Discharge; Defeasance
Section 4.01	Satisfaction and Discharge of Bond Indenture; Defeasance	28
Section 4.02	Conditions to Defeasance	29
Section 4.03	Application of Trust Money	30
Section 4.04	Repayment of Moneys Held by Paving Agent	30
	ARTICLE V Remedies
Section 5.01	Events of Default	31
Section 5.02	Acceleration of Maturity; Rescission and Annulment	32
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Bond Trustee	32
Section 5.04	Remedies; Priorities	34
Section 5.05	Optional Possession of the Collateral	34
Section 5.06	Limitation of Suits	34
Section 5.07	Unconditional Rights of Bondholders To Receive Principal and Interest	35
Section 5.08	Restoration of Rights and Remedies	35
Section 5.09	Rights and Remedies Cumulative	35
Section 5.10	Delay or Omission Not a Waiver	35
Section 5.11	Control by Bondholders	36
Section 5.12	Waiver of Past Defaults	36
Section 5.13	Undertaking for Costs	36
Section 5.14	Waiver of Stay or Extension Laws	37
Section 5.15	Action on Bonds	37
Section 5.16	Performance and Enforcement of Certain Obligations	37
	ARTICLE VI The Bond Trustee
Section 6.01	Duties of Bond Trustee	38
Section 6.02	Rights of Bond Trustee	39
Section 6.03	Individual Rights of Bond Trustee	40
Section 6.04	Bond Trustee’s Disclaimer	41
Section 6.05	Notice of Defaults	41
Section 6.06	Reports by Bond Trustee to Holders	41
Section 6.07	Compensation and Indemnity	42
Section 6.08	Replacement of Bond Trustee and Securities Intermediary	43
Section 6.09	Successor Bond Trustee by Merger	44
Section 6.10	Appointment of Co-Trustee or Separate Trustee	44
Section 6.11	Eligibility; Disqualification	45
Section 6.12	Preferential Collection of Claims Against Bond Issuer	45
Section 6.13	Representations and Warranties of Bond Trustee	45
Section 6.14	Custody of Collateral	45
	ARTICLE VII Bondholders’ Lists and Reports
Section 7.01	Bond Issuer To Furnish Bond Trustee Names and Addresses of Bondholders	46
Section 7.02	Preservation of Information: Communications to Bondholders	46
Section 7.03	Reports by Bond Issuer	46
Section 7.04	Reports by Bond Trustee	47

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	ARTICLE VIII Accounts, Disbursements and Releases
Section 8.01	Collection of Money	47
Section 8.02	Collection Account	47
Section 8.03	General Provisions Regarding the Collection Account	50
Section 8.04	Release of Collateral	51
Section 8.05	Opinion of Counsel	51
Section 8.06	Reports by Independent Registered Accountants	51
	ARTICLE IX Supplemental Bond Indentures
Section 9.01	Supplemental Bond Indentures Without Consent of Bondholders	52
Section 9.02	Supplemental Bond Indentures with Consent of Bondholders	52
Section 9.03	Execution of Supplemental Bond Indentures	53
Section 9.04	Effect of Supplemental Bond Indenture	54
Section 9.05	Conformity with Trust Indenture Act	54
	ARTICLE X Redemption of Bonds
Section 10.01	Optional Redemption by Bond Issuer	54
	ARTICLE XI Miscellaneous
Section 11.01	Compliance Certificates and Opinions, etc.	54
Section 11.02	Form of Documents Delivered to Bond Trustee	55
Section 11.03	Acts of Bondholders	56
Section 11.04	Notices	56
Section 11.05	Notices to Bondholders: Waiver	58
Section 11.06	Conflict with Trust Indenture Act	58
Section 11.07	Effect of Headings and Table of Contents	58
Section 11.08	Successors and Assigns	58
Section 11.09	Severability	59
Section 11.10	Benefits of Bond Indenture	59
Section 11.11	Legal Holidays	59
Section 11.12	Governing Law	59
Section 11.13	Counterparts	59
Section 11.14	Recording of Bond Indenture	59
Section 11.15	Bond Issuer Obligation	59
Section 11.16	No Recourse to Bond Issuer	60
Section 11.17	Inspection	60
Section 11.18	No Petition	60
Section 11.19	Securities Intermediary	61
Section 11.20	Trustee Capacities; Affiliated Parties	61
Section 11.21	Waiver of Jury Trial.	61
Section 11.22	Rule 17g-5 Compliance.	61

iii

SIGNATURE PAGE

SCHEDULE A	—	Expected Amortization Schedule
EXHIBIT A-1	—	Form of Sale Agreement
EXHIBIT A-2	—	Form of Servicing Agreement
EXHIBIT B	—	Form of Bond
EXHIBIT C	—	Servicing Criteria to be Addressed by Bond Trustee in Assessment of Compliance

iv

TRUST INDENTURE ACT CROSS REFERENCE TABLE

TIA SECTION		INDENTURE SECTION
310	(a)(1)	6.11
	(a)(2)	6.11
	(a)(3)	6.10(b)(i)
	(a)(4)	N/A
	(a)(5)	6.11
	(b)	6.11
311	(a)	6.12
	(b)	6.12
312	(a)	7.01 and 7.02
	(b)	7.02(b)
	(c)	7.02(c)
313	(a)	7.04
	(b)(1)	7.04
	(b)(2)	7.04
	(c)	7.04
	(d)	7.04
314	(a)	3.09, 4.01, and 7.03(a)
	(b)	3.06 and 4.01
	(c)(1)	2.10, 4.01, 8.04(b) and 11.01(a)
	(c)(2)	2.10, 4.01, 8.04(b) and 11.01(a)
	(c)(3)	2.10, 4.01 and 11.01(a)
	(d)	2.10, 8.04(b) and 11.01(b)
	(e)	11.01(a)
	(f)	11.01(a)
315	(a)	6.01(b)(i) and (ii)
	(b)	6.05
	(c)	6.01 (a)
	(d)	6.01(c)(i)-(iii)
	(e)	5.13
316	(a) (last sentence)	1.01 (definition of “Outstanding”)
	(a)(1)(A)	5.11

v

TIA SECTION		INDENTURE SECTION
	(a)(1)(B)	5.12
	(a)(2)	N/A
	(b)	5.07
	(c)	1.01 (definition of “Record Date”)
317	(a)(1)	5.03(a), (b) and (c)
	(a)(2)	5.03(d)(i)
	(b)	3.03
318	(a)	11.06
	(b)	11.06
	(c)	11.06

** “N/A” shall mean “not applicable.”

THIS CROSS REFERENCE TABLE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE

PART OF THIS INDENTURE.

vi

BOND INDENTURE dated effective as of June 20, 2013, between OE 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”).

RECITALS

The Bond Issuer has duly authorized the execution and delivery of this Bond Indenture to provide for the issuance of its Bonds with an aggregate principal amount of $169,504,000 and the Bond Issuer and the Bond Trustee are executing and delivering this Bond Indenture in order to provide for the issuance of the Bonds.

GRANTING CLAUSE

The Bond Issuer hereby Grants to the Bond Trustee at the Issuance Date, as Bond Trustee for the benefit of the Holders of the Bonds and the Bond Trustee, all of the Bond Issuer’s right, title and interest in and to (a) the Phase-In-Recovery Property (created by Sections 4928.232, 4928.234 and 4928.2312 of the Statute and paragraph VI.A(6) of the Financing Order) transferred by the Seller to the Bond Issuer pursuant to the Sale Agreement and all proceeds thereof, (b) the Statutory Lien, (c) the Sale Agreement, (d) the Servicing Agreement, (e) the Administration Agreement, (f) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (g) all other property of whatever kind owned from time to time by the Bond Issuer, including accounts, general intangibles, equipment, deposit accounts, securities accounts and inventory, (h) the security interest with respect to the Phase-In-Recovery Property granted by the Seller to the Bond Issuer in the Sale Agreement, (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and 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 thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, securities 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 and (j) all proceeds of the foregoing (collectively, the “Collateral”; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated by the terms hereof and (ii) proceeds from the sale of the Bonds required to pay the purchase price of the Phase-In-Recovery Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Bonds or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19.

The foregoing Grants are made to the Bond Trustee in trust to secure the payment of principal of, interest on, and all other amounts (which shall include all amounts payable to the Bond Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the Bonds, including all amounts payable to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Bond Indenture, and to secure compliance with the provisions of this Bond Indenture with respect to the Bonds, all as provided in this Bond Indenture (collectively, the “Secured Obligations”). This Bond Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Ohio law, the provisions of the UCC or the Statute are applicable hereto.

The Bond Trustee, as trustee on behalf of the Holders of the Bonds and as agent for itself, acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform its duties specifically required herein.

AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all 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 Bond Issuer, for itself and any successor, does hereby covenant and agree to and with the Bond Trustee and its successors in said trust, for the benefit of the Holders and the Bond Trustee, as follows:

ARTICLE I

Definitions and Incorporation by Reference

Section 1.01 Definitions.

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Bond Indenture.

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

“Administration Agreement” means the Administration Agreement dated as of June 20, 2013, between Ohio Edison Company, as Administrator, and the Bond Issuer, as the same may be amended and supplemented from time to time.

“Administration Fee” means the fee payable to the Administrator pursuant to the Administration Agreement.

“Administrative Trustee” means The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, collectively (in each case, in its capacity as a servicer).

“Administrator” means Ohio Edison Company, an Ohio corporation, or any successor Administrator under the Administration Agreement.

“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 the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Officer” means, with respect to the Bond Issuer, any officer of the Bond Issuer who is authorized to act for the Bond Issuer in matters relating to the Bond Issuer and who is identified on the list of Authorized Officers delivered by the Bond Issuer to the Bond Trustee on the Issuance Date (as such list may be modified or supplemented by the Bond Issuer from time to time thereafter).

“Basic Documents” means, collectively, this Bond Indenture, the Certificate Indenture, the Declaration of Trust, the Sale Agreement, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Fee and Indemnity Agreement, the Cross-Indemnity Agreement and the Underwriting Agreement.

“Bondholder” or “Holder” means the Person in whose name a Bond is registered on the Bond Register.

“Bond Indenture” or “this Bond Indenture” means this instrument as originally executed and, as from time to time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended, or both, and shall include the forms and terms of the Bonds established hereunder.

“Bond Interest Rate” means, with respect to any Tranche of Bonds, the Bond Interest Rate therefor, as specified in Section 2.01(b).

“Bond Issuer” means the party named as such in this Bond Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the Trust Indenture Act, each other obligor on the Bonds.

2

“Bond Purchase Agreement” has the meaning set forth in the Certificate Indenture.

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

“Bonds” has the meaning specified in Section 2.01(a).

“Bond Trustee” means U.S. Bank National Association, as Bond Trustee under this Bond Indenture, or any successor Bond Trustee under this Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Chicago, Illinois, St. Paul, Minnesota, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Cap” has the meaning specified in Section 8.02(e).

“Capital Subaccount” has the meaning set forth in Section 8.02(a).

“Certificate Indenture” means the Certificate Indenture dated as of June 20, 2013, between the Certificate Issuer and the Certificate Trustee, as the same may be further amended and supplemented from time to time.

“Certificate Issuer” has the meaning set forth in the Certificate Indenture.

“Certificate Trustee” means the Person acting as certificate trustee under the Certificate Indenture.

“Certificates” has the meaning set forth in the Certificate Indenture.

“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 Granting Clause of this Bond Indenture.

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

“Corporate Trust Office” means the office of the Bond Trustee at which at any particular time this Bond Indenture shall be administered, which office at the date of the execution of this Bond Indenture is located at 190 South LaSalle Street, 7^th Floor, Mail Code MK-IL-SL 7R, Chicago, IL 60603, Attention: FirstEnergy Ohio PIRB Special Purpose Trust 2013, or at such other address as the Bond Trustee may designate from time to time by notice to the Bondholders and the Bond Issuer, or the principal corporate trust office of any successor Bond Trustee (the address of which the successor Bond Trustee will notify the Bondholders and the Bond Issuer).

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

“Cross-Indemnity Agreement” means the Cross-Indemnity Agreement dated as of June 20, 2013 between the Bond Issuer and CEI Funding LLC and TE Funding LLC, as the same may be amended and supplemented from time to time.

“Declaration of Trust” has the meaning set forth in the Certificate Indenture.

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

“Delaware Trustee” means the Person acting as Delaware trustee under the Declaration of Trust.

“Delaware UCC” means the Delaware Uniform Commercial Code.

3

“DTC Agreement” has the meaning set forth in the Certificate Indenture.

“Eligible Account” means a segregated trust account with an Eligible Institution.

“Eligible Institution” means (a) the corporate trust department of the Bond Trustee so long as any securities of the Bond Trustee have either a short-term credit rating from Moody’s of at least “P-1” or a long-term unsecured debt rating from Moody’s of at least “A2” and have a credit rating from each other rating agency in one of its generic categories which signifies investment grade, or (b) a depository institution organized under the laws of the United States of America, any State or the District of Columbia (or any domestic branch of a foreign bank), (i) which has either (A) a long-term issuer rating of “AA-” or higher by Standard & Poor’s and “A2” or higher by Moody’s, and, if rated by Fitch, the equivalent of the lower of those two ratings by Fitch, or (B) a short-term issuer rating of “A-1+” or higher by Standard & Poor’s and “P-1” or higher by Moody’s, and, if Fitch provides a rating thereon, “F1+” by Fitch, or any other long-term, short-term or certificate of deposit rating acceptable to Standard & Poor’s and Moody’s and (ii) whose deposits are insured by the FDIC. If so qualified under clause (b) above, the Bond Trustee may be considered an Eligible Institution for the purposes of clause (a) of the definition of Eligible Account.

“Eligible Investments” mean instruments and investment property denominated in United States currency which mature on or before the business day preceding the next payment date and meet the criteria described below:

(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 and bankers’ acceptances of Eligible Institutions (including the Bond Trustee in its commercial capacity);

(c) commercial paper (other than commercial paper of The Cleveland Electric Illuminating Company, Ohio Edison Company or The Toledo Edison Company and their respective affiliates) having, at the time of the investment or contractual commitment, a rating of not less than “A-1” from Standard & Poor’s, not less than “P-1” by Moody’s and not less than “F1” by Fitch (including commercial paper issued by the Bond Trustee);

(d) money market funds which have the highest rating from each of the Rating Agencies from which a rating is available (including funds for which the Bond Trustee or any of its Affiliates is an investment manager or advisor);

(e) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or certain of its agencies or instrumentalities, entered into with Eligible Institutions;

(f) repurchase obligations with respect to any security or whole loan entered into with an Eligible Institution or a registered broker-dealer, acting as principal and that meets certain ratings criteria set forth below:

(i) a broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the Exchange Act (any broker/dealer being referred to in this definition as a “broker/dealer”), the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and, if Fitch provides a rating thereon, “F-1+” by Fitch, and the long-term debt obligations of which are rated at least “Aa3” by Moody’s, in each case at the time of entering into this repurchase obligation, or

(ii) an unrated broker/dealer acting as principal, that is a wholly-owned subsidiary of a non-bank or bank holding company the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and, if Fitch provides a rating thereon, “F-1+” by Fitch, and the long-term debt obligations of which are rated at least “Aa3” by Moody’s, in each case at the time of purchase so long as the obligations of such unrated broker/dealer are unconditionally guaranteed by such non-bank or bank holding company; and

(g) any other investment permitted by each of the Rating Agencies.

4

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

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

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

“Expected Amortization Schedule” means, with respect to each Tranche of Bonds, the schedule attached as Schedule A hereto.

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

“Fee and Indemnity Agreement” means the fee and indemnity agreement dated as of June 20, 2013, among the Bond Issuer, CEI Funding LLC, TE Funding LLC, the Delaware Trustee, the Certificate Trustee and the Certificate Issuer.

“Final Maturity Date” means, with respect to any Tranche of Bonds, the Final Maturity Date therefor, as specified in Section 2.01(b).

“financial asset” has the meaning given such term in Section 8-102(a)(9) of the UCC.

“Financing Costs” has the meaning specified in Section 4928.23(E) of the Statute and the Financing Order.

“Fitch” means Fitch Ratings, or its successor.

“General Subaccount” has the meaning set forth in Section 8.02(a).

“Grant” means mortgage, pledge, collaterally assign and grant a Lien upon and a security interest pursuant to this Bond 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 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.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Bond Issuer, any other obligor upon the Bonds, the Seller, the Servicer 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 Bond Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with the Bond Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions (other than service as an Independent director of CEI Funding LLC or TE Funding LLC).

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

“investment property” has the meaning given such term in the UCC.

“Issuance Date” has the meaning set forth in Section 2.01(c)(i).

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

5

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

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

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of OE Funding LLC, dated as of June 20, 2013, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Member” means Ohio Edison Company.

“Minimum Denomination” means $100,000 or in integral multiples of $1,000 in excess thereof.

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

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Bond Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to the Bond Trustee.

“Ohio UCC” means the Ohio Uniform Commercial Code.

“Operating Expenses” means all fees, costs and expenses of, and indemnities owed by, the Bond Issuer, including all amounts owed by the Bond Issuer to the Bond Trustee, the Certificate Issuer, the Certificate Trustee, the Delaware Trustee, CEI Funding LLC, TE Funding LLC and the Rating Agencies, the Servicing Fee, the Administration Fee, any fees, costs and expenses payable or reimbursable by the Bond Issuer to the Administrator, Seller or Servicer and legal and accounting fees, taxes, costs and expenses of the Bond Issuer and the Certificate Issuer that are allocable to the Bond Issuer.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Bond Indenture, be an employee of or counsel to the Bond Issuer and who shall be reasonably satisfactory to the Bond Trustee, and which opinion or opinions shall be addressed to the Bond Trustee, as trustee, shall comply with any applicable requirements of Section 11.01, and shall be in form and substance reasonably satisfactory to the Bond Trustee.

“Outstanding” means, as of the date of determination, all Bonds theretofore authenticated and delivered under this Bond Indenture except:

(b) Bonds theretofore cancelled by the Bond Registrar or delivered to the Bond Registrar for cancellation;

(c) Bonds or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Bond Trustee or any Paying Agent in trust for the Holders of such Bonds; and

(d) Bonds in exchange for or in lieu of other Bonds which have been authenticated and delivered pursuant to this Bond Indenture unless proof satisfactory to the Bond Trustee is presented that any such Bonds are held by a bona fide purchaser; provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Bonds or any Tranche thereof have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Bonds owned by the Bond Issuer, any other obligor upon the Bonds, the Seller or any Affiliate of any of the foregoing Persons (other than the Certificate Issuer, the Delaware Trustee or the Certificate Trustee) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Bond Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds that the Bond Trustee actually knows to be so owned shall be so disregarded. Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Bond Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Bond Issuer, any other obligor upon the Bonds, the Seller or any Affiliate of any of the foregoing Persons (other than the Certificate Issuer, the Delaware Trustee or the Certificate Trustee).

6

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

“Paying Agent” means the Bond Trustee or any other Person that meets the eligibility standards for the Bond Trustee specified in Section 6.11 and is authorized by the Bond Issuer to make payment of principal of or interest on the Bonds on behalf of the Bond Issuer.

“Payment Date” has the meaning specified in Section 2.01(c)(ii).

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

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

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

“Projected Principal Balance” means, as of any Payment Date on any Tranche of Bonds, the projected outstanding principal amount of such Tranche of Bonds for such Payment Date set forth in the Expected Amortization Schedule.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“Rating Agency” means, collectively, Moody’s, Standard & Poor’s and Fitch. 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 Bond Issuer, notice of which designation shall be given to the Bond Trustee, the Certificate Trustee and the Servicer.

“Rating Agency Condition” means, with respect to any action, not less than ten Business Days’ prior written notification to each Rating Agency of such action, and written confirmation from each of Standard & Poor’s and Moody’s to the Servicer, the Bond Trustee and the Bond Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Bonds and that prior to the taking of the proposed action no other Rating Agency shall have provided written notice to the Bond Issuer that such action has resulted or would result in the suspension, reduction or withdrawal of the then current rating of any Tranche of Bonds; provided, that if within such ten Business Day period, any Rating Agency (other than Standard & Poor’s) has neither replied to such notification nor responded in a manner that indicates that such Rating Agency is reviewing and considering the notification, then (i) the Bond Issuer shall be required to confirm that such Rating Agency has received the Rating Agency Condition request, and if it has, promptly request the related Rating Agency Condition confirmation and (ii) if the Rating Agency neither replies to such notification nor responds in a manner that indicates it is reviewing and considering the notification within five Business Days following such second request, the applicable Rating Agency Condition requirement shall not be deemed to apply to such Rating Agency. For the purposes of this definition, any confirmation, request, acknowledgment or approval that is required to be in writing may be in the form of electronic mail or a press release (which may contain a general waiver of a Rating Agency’s right to review or consent).

“Record Date” means, with respect to a Payment Date, the close of business on the last day of the calendar month preceding the calendar month in which such Payment Date occurs.

7

“Registered Holder” means the Person in whose name a Bond is registered on the Bond Register on the applicable Record Date.

“Required Capital Level” means, as of any Payment Date, 0.50% of the initial principal amount of the Bonds.

“Responsible Officer” means, with respect to the Bond Trustee, any officer assigned to the Corporate Trust Office, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer or any other officer of the Bond Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Bond Indenture.

“Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between the Bond Issuer and the Seller, in the form of Exhibit A-1, as amended and supplemented from time to time.

“Scheduled Final Payment Date” means, with respect to any Tranche of Bonds, the Scheduled Final Payment Date therefor, as specified in Section 2.01(b).

“Secured Obligations” has the meaning specified in the Granting Clause of this Bond Indenture.

“Securities Account” means the Collection Account (to the extent it constitutes a “securities account”) as defined in Section 8-501 of the UCC).

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

“Securities Intermediary” means U.S. Bank National Association, a national banking association, solely in its capacity as a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC, or any successor securities intermediary.

“Security Entitlement” means “security entitlement” as defined in Section 8-102(a)(17) of the UCC, with respect to financial assets now or hereafter credited to the Securities Account.

“Seller” means Ohio Edison Company.

“Semiannual Interest” has the meaning specified in Section 2.01(c)(iv).

“Semiannual Principal” means, with respect to any Payment Date on any Tranche of Bonds, the excess, if any, of the Outstanding Amount of such Tranche of Bonds over the outstanding principal balance of such Tranche of Bonds specified for such Payment Date in the Expected Amortization Schedule.

“Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013, between the Bond Issuer and the Servicer, in the form of Exhibit A-2, as amended and supplemented from time to time.

“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.

“State Pledge” has the meaning specified in Section 2.13.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

8

“Statutory Lien” means the Lien on the Phase-In-Recovery Property created by Section 4928.2312 of the Statute and the Financing Order.

“Successor Servicer” has the meaning specified in Section 3.07(d).

“Tranche” means any one of the tranches of Bonds.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force on the date hereof, 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.

“Underwriting Agreement” means the Underwriting Agreement dated as of June 12, 2013, among the Certificate Issuer, Seller, the Bond Issuer, The Cleveland Electric Illuminating Company, The Toledo Edison Company, CEI Funding LLC, TE Funding LLC and the underwriters named therein.

“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.

“17g-5 Website” has the meaning specified in Section 11.22.

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth in the Servicing Agreement as in effect on the Issuance Date for all purposes of this Bond Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms:

Term	Section of Servicing Agreement
Adjustment Letter		Section 1.01
Estimated Phase-In-Recovery Charge Payments		Section 1.01
Financing Order		Section 1.01
Issuance Advice Letter		Section 1.01
Principal Balance		Section 1.01
Phase-In-Recovery Charge		Section 1.01
Phase-In-Recovery Charge Collections		Section 1.01
Phase-In-Recovery Property		Section 1.01
Regulation AB		Section 1.01
Seller		Section 1.01
Semiannual Servicer Certificate		Section 1.01
Servicer		Section 1.01
Servicer Default		Section 1.01
Servicing Fee		Section 1.01
Sponsor		Section 1.01
True-Up Adjustments		Section 1.01

Section 1.02 Incorporation by Reference of Trust Indenture Act.

Whenever this Bond Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Bond Indenture. The following Trust Indenture Act terms used in this Bond Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

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“indenture securities” means the Bonds.

“indenture security holder” means a Bondholder.

“indenture to be qualified” means this Bond Indenture.

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

“obligor” on the indenture securities means the Bond Issuer and any other obligor on the indenture securities.

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

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

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

(b) 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;

(c) “or” is not exclusive;

(d) “including” means including without limitation;

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

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

(g) all references in this Bond Indenture to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Bond Indenture; and

(h) except as otherwise specified herein, UCC terms shall have the meanings given to such terms in the UCC.

ARTICLE II

The Bonds

Section 2.01 Terms of the Bonds.

(a) Authorization; Designation. The issuance of the Bonds in an aggregate initial principal amount of $169,504,000 is hereby authorized and the Bonds shall be designated as the OE Funding LLC Bonds (the “Bonds”), and further denominated as Tranches A-1 through A-3.

(b) Initial Principal Amount: Bond Interest Rate: Scheduled Final Payment Date: Final Maturity Date. The Bonds of each Tranche shall have the aggregate initial principal amount, bear interest at the rates per annum and shall have Scheduled Final Payment Dates and Final Maturity Dates as set forth below:

Tranche	Initial Principal Amount	Bond Interest Rate	Scheduled Final Payment Date	Final Maturity Date
A-1	$  35,690,000	0.679%	1/15/2017	1/15/2019
A-2	$  10,202,000	1.726%	1/15/2020	1/15/2022
A-3	$123,612,000	3.450%	1/15/2034	1/15/2036

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The Bond Interest Rate shall be computed on the basis of a 360-day year of twelve 30-day months.

The Bonds shall be issuable in not less than Minimum Denominations.

(c) Authentication Date; Payment Dates: Expected Amortization Schedule for Principal; Semiannual Interest.

(i) Authentication Date. The Bonds that are authenticated and delivered by the Bond Trustee to or upon the order of the Bond Issuer on June 20, 2013 (the “Issuance Date”) shall have as their date of authentication June 20, 2013.

(ii) Payment Dates. The Payment Dates for the Bonds shall be January 15 and July 15 of each year or, if any such date is not a Business Day, the next succeeding Business Day, commencing on January 15, 2014 and continuing until the earlier of repayment of the Bonds in full or the Final Maturity Date for Tranche A-3 of the Bonds.

(iii) Expected Amortization Schedule for Principal. Unless an Event of Default shall have occurred and be continuing and the unpaid principal amount of all Bonds and accrued interest thereon has been declared to be due and payable, on each Payment Date, the Bond Trustee shall pay to the Bondholders of record as of the related Record Date amounts payable pursuant to Section 8.02(e) as principal, in the following order and priority: (1) to the holders of the Tranche A-1 Bonds, until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; (2) to the holders of the Tranche A-2 Bonds, until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; and (3) to the holders of the Tranche A-3 Bonds until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; provided, however, that in no event shall a principal payment pursuant to this Section 2.01(c)(iii) on any Tranche on a Payment Date be greater than the amount that reduces the Outstanding Amount of such Tranche of Bonds to the amount specified in the Expected Amortization Schedule. Partial payments of any scheduled amortization payment shall be allocated within any Tranche of Bonds pro rata.

(iv) Semiannual Interest. Semiannual Interest will be payable on each Tranche of Bonds on each Payment Date in an amount equal to one-half of the product of (A) the applicable Bond Interest Rate and (B) the Outstanding Amount of the related Tranche of 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 Bonds on such preceding Payment Date; provided, however that with respect to the initial Payment Date or, if no payment has yet been made, interest on the outstanding principal balance will accrue from and including the Issuance Date to, but excluding, that Payment Date.

Section 2.02 Form.

The Bonds and the Bond Trustee’s certificate of authentication shall be in substantially the forms set forth in Exhibit B, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Bond Indenture 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 officers executing such Bonds, as evidenced by their execution of such Bonds. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond.

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The 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 officers executing such Bonds, as evidenced by their execution of such Bonds.

The terms of the Bonds set forth in Exhibit B are part of the terms of this Bond Indenture.

Section 2.03 Execution, Authentication and Delivery.

The Bonds shall be executed on behalf of the Bond Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Bonds may be manual or facsimile.

Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Bond Issuer shall bind the Bond Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Bonds or did not hold such offices at the date of such Bonds.

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

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

Section 2.04 Temporary Bonds.

Pending the preparation of definitive Bonds, the Bond Issuer may execute, and upon receipt of an Issuer Order the Bond Trustee shall authenticate and deliver, temporary Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the definitive Bonds in lieu of which they are issued and with such variations not inconsistent with the terms of this Bond Indenture as the officers executing such Bonds may determine, as evidenced by their execution of such Bonds.

If temporary Bonds are issued, the Bond Issuer will cause definitive Bonds to be prepared without unreasonable delay. After the preparation of definitive Bonds, the temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds at the office or agency of the Bond 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 Bonds, the Bond Issuer shall execute and the Bond Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Bonds of Minimum Denominations. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits under this Bond Indenture as definitive Bonds.

Section 2.05 Registration; Registration of Transfer and Exchange.

The Bond Issuer shall cause to be kept a register (the “Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Bond Issuer shall provide for the registration of Bonds and the registration of transfers of Bonds. The Bond Trustee shall be “Bond Registrar” for the purpose of registering Bonds and transfers of Bonds as herein provided. Upon any resignation of any Bond Registrar, the Bond Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Bond Registrar.

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If a Person other than the Bond Trustee is appointed by the Bond Issuer as Bond Registrar, the Bond Issuer will give the Bond 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 Bond Trustee shall have the right to inspect the Bond Register at all reasonable times and to obtain copies thereof, and the Bond Trustee shall have the right to rely upon a certificate executed on behalf of the Bond Registrar by a Responsible Officer thereof as to the names and addresses of the Holders of the Bonds and the principal amounts and number of such Bonds.

Upon surrender for registration of transfer of any Bond at the office or agency of the Bond Issuer to be maintained as provided in Section 3.02, the Bond Issuer shall execute, and the Bond Trustee shall authenticate and the Bondholder shall obtain from the Bond Trustee, in the name of the designated transferee or transferees, one or more new Bonds in any Minimum Denominations, of a like Tranche and aggregate principal amount.

At the option of the Holder, Bonds may be exchanged for other Bonds in any Minimum Denominations, of a like Tranche and aggregate principal amount, upon surrender of the Bonds to be exchanged at such office or agency. Whenever any Bonds are so surrendered for exchange, the Bond Issuer shall execute, and the Bond Trustee shall authenticate and the Bondholder shall obtain from the Bond Trustee, the Bonds which the Bondholder making the exchange is entitled to receive.

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

Every Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by (a) a written instrument of transfer in form satisfactory to the Bond Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Bond Trustee, and (b) such other documents as the Bond Trustee may require.

No service charge shall be made to a Holder for any registration of transfer or exchange of Bonds, but the Bond 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 Bonds, other than exchanges pursuant to Section 2.04 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Bond Issuer shall not be required to make and the Bond Registrar need not register transfers or exchanges of any Bond for a period of 15 days preceding the date for any payment with respect to the Bond.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Bonds.

If (i) any mutilated Bond is surrendered to the Bond Trustee, or the Bond Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Bond Trustee such security or indemnity as may be required by it to hold the Bond Issuer and the Bond Trustee harmless, then, in the absence of notice to the Bond Issuer, the Bond Registrar or the Bond Trustee that such Bond has been acquired by a protected purchaser, the Bond Issuer shall execute and, upon its request, the Bond Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a replacement Bond of like Tranche, tenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen Bond, but not a mutilated Bond, shall have become or within seven days shall be due and payable, instead of issuing a replacement Bond, the Bond Issuer may pay such destroyed, lost or stolen Bond when so due or payable, without surrender thereof. If, after the delivery of such replacement Bond or payment of a destroyed, lost or stolen Bond pursuant to the proviso to the preceding sentence, a protected purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Bond Issuer and the Bond Trustee shall be entitled to recover such replacement Bond (or such payment) from the Person to whom it was delivered or any Person taking such replacement Bond from such Person to whom such replacement Bond was delivered or any assignee of such Person, except a protected 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 Bond Issuer or the Bond Trustee in connection therewith.

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Upon the issuance of any replacement Bond under this Section, the Bond Issuer may require the payment by the Holder of such 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 Bond Trustee) connected therewith.

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

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 Bonds.

Section 2.07 Persons Deemed Owner.

Prior to due presentment for registration of transfer of any Bond, the Bond Issuer, the Bond Trustee and any agent of the Bond Issuer or the Bond Trustee may treat the Person in whose name any Bond is registered (as of the day of determination) as the owner of such Bond for the purpose of receiving payments of principal of and interest on such Bond and for all other purposes whatsoever, whether or not such Bond be overdue, and neither the Bond Issuer, the Bond Trustee nor any agent of the Bond Issuer or the Bond Trustee shall be affected by notice to the contrary.

Section 2.08 Payment of Principal and Interest; Interest on Overdue Principal; Principal and Interest Rights Preserved.

(a) Any installment of interest or principal payable on any Bond which is punctually paid or duly provided for by the Bond Issuer on the applicable Payment Date shall be paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is registered on the Record Date for such Payment Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Bond Register on such Record Date, except that with respect to Bonds registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal payable with respect to such Bond on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

(b) The principal of each Bond of each Tranche shall be paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in Section 2.01. Notwithstanding the foregoing, the entire unpaid principal amount of the Bonds shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Bond Trustee or the Holders of the Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in the manner provided in Section 5.02. In such event, all payments of principal on the Bonds shall be made pro rata. The Bond Trustee shall notify the Person in whose name a Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Bond Issuer expects that the final installment of principal of and interest on such Bond will be paid. Such notice shall be sent no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Bond and shall specify the place where such Bond may be presented and surrendered for payment of such installment.

(c) If the Bond Issuer defaults in a payment of interest on the Bonds when due, the Bond Issuer shall be required to pay such defaulted interest (plus interest on such defaulted interest at the applicable Bond Interest Rate to the extent lawful) to the Persons who are Bondholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Bond Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Bond Issuer shall mail to each affected Bondholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

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Section 2.09 Cancellation.

All Bonds surrendered for payment, registration of transfer or exchange shall, if surrendered to any Person other than the Bond Trustee, be delivered to the Bond Trustee and shall be promptly cancelled by the Bond Trustee. The Bond Issuer may at any time deliver to the Bond Trustee for cancellation any Bonds previously authenticated and delivered hereunder which the Bond Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bond Trustee. No Bonds shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this Section, except as expressly permitted by this Bond Indenture. All cancelled Bonds may be held or disposed of by the Bond Trustee in accordance with its standard retention or disposal policy as in effect at the time.

Section 2.10 Authentication and Delivery of Bonds.

On the Issuance Date, the Bonds shall be executed by the Bond Issuer and delivered to the Bond Trustee for authentication and thereupon the same shall be authenticated and delivered by the Bond Trustee upon Issuer Request and upon receipt by the Bond Trustee (or other satisfaction) of the following upon which the Bond Trustee may conclusively rely to the extent permitted to so rely under Article VI hereof:

(a) Bond Issuer Action. An Issuer Order authorizing and directing the authentication and delivery of the Bonds by the Bond Trustee and specifying the principal amount of Bonds to be authenticated.

(b) Authorizations.

(i) An Opinion of Counsel that no authorization, approval or consent of any Ohio, Delaware or federal governmental body or bodies at the time having jurisdiction in the premises is required to be obtained by the Bond Issuer for the valid issuance, authentication and delivery of such Bonds, except for such registrations as are required under the blue sky and securities laws of any State or such authorizations, approvals or consents of governmental bodies that have been obtained.

(ii) An Opinion of Counsel that no authorization, approval or consent of any governmental body or bodies at the time having jurisdiction in the premises is required for the valid execution and delivery by the Bond Issuer of each of the Basic Documents to which the Bond Issuer is a party, except for such authorizations, approvals or consents of governmental bodies that have been obtained.

(c) Authorizing Certificate. A certificate of an Authorized Officer of the Bond Issuer certifying that the Bond Issuer has duly authorized the execution and delivery of this Bond Indenture and the execution, authentication and delivery of the Bonds.

(d) The Collateral. The Bond Issuer shall have made or caused to be made all filings with the Delaware Secretary of State, the Ohio Secretary of State, PUCO and all other filings necessary to perfect the Grant of the Collateral to the Bond Trustee and the Lien of this Bond Indenture.

(e) Certificates of the Bond Issuer and the Seller.

(i) An Officer’s Certificate from the Bond Issuer, dated as of the Issuance Date:

(A) to the effect that the Bond Issuer is not in Default under this Bond Indenture and that the issuance of the Bonds applied for will not result in any Default or in any material breach of any of the terms, conditions or provisions of or constitute a default under any material indenture, mortgage, deed of trust or other agreement or instrument to which the Bond Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Bond Issuer is a party or by which it or its property may be bound or to which it or its property may be subject; and that all conditions precedent provided in this Bond Indenture relating to the authentication and delivery of the Bonds applied for have been complied with;

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(B) to the effect that all instruments furnished to the Bond Trustee pursuant to this Bond Indenture conform to the requirements set forth in this Bond Indenture and constitute all of the documents required to be delivered hereunder for the Bond Trustee to authenticate and deliver the Bonds applied for, and all conditions precedent provided for in this Bond Indenture relating to the authentication and delivery of the Bonds have been complied with;

(C) to the effect that the Bond Issuer has not assigned any interest or participation in the Collateral except for the Lien of this Bond Indenture and of the Statute; the Bond Issuer has the power and right to Grant the Collateral to the Bond Trustee as security hereunder; and the Bond Issuer, subject to the terms of this Bond Indenture, has Granted to the Bond Trustee all of its right, title and interest in and to such Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance, except the Lien of this Bond Indenture and of the Statute;

(D) to the effect that the Bond Issuer has appointed a firm of Independent certified public accountants as contemplated in Section 8.06 hereof;

(E) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement and the Servicing Agreement; and

(F) stating that all filings with the PUCO pursuant to the Statute, the Financing Order and all UCC financing statements with respect to the Collateral, which are required to be filed to cause the Bond Trustee to have a first priority perfected security interest in the Collateral, have been filed.

(ii) An Officer’s Certificate (as defined in the Sale Agreement) from the Seller, dated as of the Issuance Date, to the effect that (A) the representations and warranties set forth in Article III of the Sale Agreement are true and correct and (B) the attached copies of the Financing Order creating the Phase-In-Recovery Property and Issuance Advice Letter are true and correct.

(f) Opinion of Counsel. An Opinion of Counsel, portions of which may be delivered by counsel for the Bond Issuer, portions of which may be delivered by counsel for the Seller and the Servicer, and portions of which may be delivered by counsel to the Certificate Issuer, dated the Issuance Date, in each case subject to the customary exceptions, qualifications and assumptions contained therein (and upon which the Certificate Trustee shall be entitled to rely), to the collective effect that:

(i) the Bond Indenture has been duly qualified under the Trust Indenture Act;

(ii) the Bond Issuer has the limited liability company power and authority to execute and deliver this Bond Indenture and to issue the Bonds, and this Bond Indenture and the Bonds have been duly authorized and the Bond Issuer is duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization;

(iii) the Bond Indenture has been duly authorized, executed and delivered by the Bond Issuer;

(iv) the Bonds applied for have been duly authorized and executed and, when authenticated in accordance with the provisions of the Bond Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Bond Issuer, entitled to the benefits of the Bond Indenture subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

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(v) this Bond Indenture, the Sale Agreement, the Servicing Agreement, the Fee and Indemnity Agreement and the Cross-Indemnity Agreement are valid and binding agreements of the Bond Issuer, enforceable in accordance with their respective terms, except as such enforceability against the Bond Issuer may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(vi)(A) the provisions of the Bond Indenture create a valid security interest securing the Secured Obligations in favor of the Bond Trustee in the Collateral, (B) the financing statements to be filed with the Delaware Secretary of State and the Ohio Secretary of State include all of the information required by Section 9-502(a) of the UCC and Section 4928.2312 of the Statute, (C) the financing statements have been presented for filing and all filing fees required in connection therewith have been paid, (D) the security interest granted by the Bond Issuer under this Bond Indenture which can be perfected by the filing of financing statements under the UCC are perfected, (E) the provisions of the Bond Indenture are effective to create in favor of the Bond Trustee a perfected security interest in the Collection Account to the extent constituting a securities account under the UCC, (F) search reports set forth the proper filing offices and proper debtor necessary to identify the persons who under the UCC have on file financing statements covering the Collateral, or a portion thereof, (G) by operation of Section 4928.2312 thereof, the Statute creates, upon the effective date of the Financing Order, a first priority Statutory Lien on the Phase-In-Recovery Property securing the Secured Obligations, and (H) the Statutory Lien is valid, perfected and enforceable against the Bond Issuer and all third parties without any further public notice;

(vii) either (A) the Registration Statement covering the Bonds and the Certificates is effective under the Securities Act and, to the best of such counsel’s knowledge and information, no stop order suspending the effectiveness of such Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been initiated or are pending or threatened by the Commission or (B) the Bonds and the Certificates are exempt from the registration requirements under the Securities Act;

(viii) the Bond 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;

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

(x) 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, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(xi) upon the delivery of the fully executed Sale Agreement to the Bond Issuer and the payment of the purchase price of the Phase-In-Recovery Property by the Bond Issuer to the Seller pursuant to the Sale Agreement, then (A) the transfer of the Phase-In-Recovery Property by the Seller to the Bond Issuer pursuant to the Sale Agreement conveys all of the Seller’s right, title and interest in the Phase-In-Recovery Property to the Bond Issuer and such transfer will be treated under the laws of the State of Ohio as an absolute transfer and true sale of all of the Seller’s right, title, and interest in the Phase-In-Recovery Property, other than for federal and state income and franchise tax purposes, and (B) such transfer and true sale of the Phase-In-Recovery Property is effective and perfected against all third parties pursuant to Section 4928.2313 of the Statute;

(xii)(A) the Financing Order has been duly issued and authorized by the PUCO and the Financing Order, giving effect to the Issuance Advice Letter, is effective; (B) in reliance on the opinion of Calfee, Halter & Griswold LLP that the Bonds are “bonds” under Section 4928.23(C) of the Statute, as of the issuance of the Bonds, the Bonds are entitled to the protections provided in Sections 4928.235 and 4928.2315 of the Statute and the Financing Order, and that the Certificate Trustee, in its own name and as

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trustee of an express trust, as Holder of the Bonds shall be, to the extent permitted by state and federal law, entitled to enforce the protections of such Sections of the Statute; (C) the Financing Order is no longer subject to appeal by any person in the state courts of the State of Ohio; and (D) the Servicer is authorized to file True-Up Adjustments to the Phase-In-Recovery Charge to the extent necessary to ensure the timely recovery of revenues sufficient to provide for the payment of all principal and interest on the Bonds and all other approved Financing Costs;

(xiii) any state action (whether by legislative, PUCO, citizen initiative or otherwise) to revoke or limit the Financing Order, the Issuance Advice Letter, the Phase-In-Recovery Property or the Phase-In-Recovery Charge in a manner which would substantially impair the rights of Bondholders would be subject to a successful constitutional contracts clause defense; and

(xiv) such other matters as the Bond Trustee may reasonably require.

(g) Accountant’s Letter. A letter addressed to the Bond Issuer and the Bond Trustee complying with the requirements of Section 11.01(a) hereof, of a firm of Independent registered public accountants of recognized national reputation to the effect that (i) such accountants are Independent with respect to the Bond Issuer within the meaning of the Bond Indenture, and are independent public accountants within the meaning of the standards of The American Institute of Certified Public Accountants, and (ii) with respect to the Collateral, they have made certain specified recalculations of calculations and information provided by the Seller for the purpose of determining that, based on certain specified assumptions used in calculating estimated collections based on the initial Phase-In-Recovery Charge, as of the Issuance Date such estimated collections based on the initial Phase-In-Recovery Charge are sufficient to pay (i) assumed Operating Expenses when incurred, plus (ii) interest on the Bonds at their respective Bond Interest Rates when due as set forth in the Final Prospectus, plus (iii) principal of the Bonds in accordance with the Expected Amortization Schedule set forth in the Final Prospectus and found the calculations to be mathematically correct.

(h) Rating Agency Condition. The Bond Trustee shall receive a letter from each of the Rating Agencies confirming that the Bonds have received the ratings from the Rating Agencies required by the Underwriting Agreement as a condition to the issuance of the Bonds.

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

(j) Satisfaction of Conditions. Payment of the purchase price for the Bonds by the Certificate Issuer in accordance with the Bond Purchase Agreement shall constitute satisfaction of the conditions set forth in this Section 2.10.

Section 2.11 Release of Collateral.

Subject to Section 11.01, the Bond Trustee shall release property from the Lien of this Bond Indenture only as specified in Section 8.04.

Section 2.12 Tax Treatment.

The Bond Issuer and the Bond Trustee, by entering into this Bond Indenture, and the Bondholders and any Persons holding a beneficial interest in any Bond, by acquiring any Bond or interest therein, (a) express their intention that, solely for the purposes of federal 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 (b) solely for the purposes of federal 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.

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Section 2.13 State Pledge.

Section 4928.2315 of the Statute (the “State Pledge”) provides as follows:

“The state pledges to and agrees with the bondholders, any assignee, and any financing parties under a final financing order that the state will not take or permit any action that impairs the value of phase-in-recovery property under the final financing order or revises the phase-in costs for which recovery is authorized under the final financing order or, except as allowed under section 4928.238 of the Revised Code, reduce, alter, or impair phase-in-recovery charges that are imposed, charged, collected, or remitted for the benefit of the bondholders, any assignee, and any financing parties, until any principal, interest, and redemption premium in respect of phase-in-recovery bonds, all financing costs, and all amounts to be paid to an assignee or financing party under an ancillary agreement are paid or performed in full.”

The Bond Issuer hereby acknowledges that the purchase of any Bond by a Holder or the purchase of any beneficial interest in a Bond by any Person and the Bond Trustee’s obligations to perform hereunder are made in reliance on such agreement and pledge by the State of Ohio. The Bond Issuer hereby represents and warrants to the Bond Trustee, for the benefit of the Bondholders that it constitutes an “assignee” under Section 4928.23(B) of the Statute, that the Bonds constitute “bonds” under Section 4928.23(C) of the Statute, that the Bonds are entitled to the protections provided in Sections 4928.235 and 4928.2315 of the Statute, and that the Certificate Trustee, in its own name and as trustee of an express trust, as Holder of the Bonds shall be, to the extent permitted by state and federal law, entitled to enforce such sections of the Statute.

Section 2.14 Security Interest.

The Bond Issuer hereby makes the following representations and warranties. Other than the security interest granted to the Bond Trustee pursuant to this Bond Indenture, the Bond Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interest or security interest in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Bond Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Bond Issuer in favor of the Bond Trustee for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations, in connection with this Bond Indenture. This Bond Indenture constitutes a valid and continuing Lien on, and first priority perfected security interest in, the Collateral in favor of the Bond Trustee for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations, which Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Bond 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 Collateral, this Bond Indenture creates a valid and continuing first priority perfected security interest (as defined in the UCC and as such term is used in the Statute) in such Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Bond 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 Bond Issuer has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any Person other than the Lien of this Bond Indenture. All of the Collateral constitutes either Phase-In-Recovery Property or accounts, deposit accounts, securities 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 Bond Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Collateral granted to the Bond Trustee, for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations. The Bond 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 Collateral granted to the Bond Trustee. The Bond Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Bond Issuer that include a description of the Collateral other than those filed in favor of the Bond Trustee. The Bond Issuer is not aware of any judgment or tax Lien filings against the Bond Issuer. The Collection Account (including all subaccounts thereof) constitutes a “securities account” within the meaning of the UCC. The Bond Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Bond Trustee as the person having

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a security entitlement against the Securities Intermediary in such securities account, neither the Collection Account or any subaccount thereof is in the name of any person other than the Bond Trustee, and the Bond Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any person other than the Bond Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the UCC. Accordingly, the Bond Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.14 shall survive the execution and delivery of this Bond Indenture and the issuance of any Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Bond Issuer or otherwise released from the Lien of the Bond Indenture.

ARTICLE III

Covenants

Section 3.01 Payment of Principal and Interest.

The Bond Issuer will duly and punctually pay the principal of and interest on the Bonds in accordance with the terms of the Bonds and this Bond Indenture. Amounts properly withheld under the Code by any Person from a payment to any Bondholder of interest or principal shall be considered as having been paid by the Bond Issuer to such Bondholder for all purposes of this Bond Indenture.

Section 3.02 Maintenance of Office or Agency.

The Bond Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where Bonds may be surrendered for registration of transfer or exchange. The Bond Issuer hereby initially appoints the Bond Trustee to serve as its agent for the foregoing purposes. The Bond Issuer will give prompt written notice to the Bond Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Bond Issuer shall fail to maintain any such office or agency or shall fail to furnish the Bond Trustee with the address thereof, such surrenders may be made at the Corporate Trust Office, and the Bond Issuer hereby appoints the Bond Trustee as its agent to receive all such surrenders.

Section 3.03 Money for Payments To Be Held in Trust.

As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(e) shall be made on behalf of the Bond Issuer by the Bond Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Bonds shall be paid over to the Bond Issuer except as provided in this Section 3.03 and Section 8.02.

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

(a) hold all sums held by it for the payment of amounts due with respect to the 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;

(b) give the Bond Trustee and the Certificate Trustee notice of any Default by the Bond Issuer (or any other obligor upon the Bonds) of which it has actual knowledge in the making of any payment required to be made with respect to the Bonds;

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

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

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

The Bond Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Bond Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Bond Trustee all sums held in trust by such Paying Agent, such sums to be held by the Bond 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 Bond 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 Bond Trustee or any Paying Agent in trust for the payment of any amount due with respect to any 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 Bond Issuer on Issuer Request; and, subject to Section 11.16, the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Bond Issuer for payment thereof (but only to the extent of the amounts so paid to the Bond Issuer), and all liability of the Bond Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Bond Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Bond 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 Bond Issuer. The Bond Trustee may also adopt and employ, at the expense of the Bond Issuer, any other reasonable means of 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 Bond Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 3.04 Existence.

The Bond 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, subject to the provisions of Section 3.10 hereof, it becomes, or any successor Bond Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Bond 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 Bond Indenture, the Bonds, the Collateral and each other instrument or agreement included in the Collateral.

Section 3.05 Protection of Collateral.

The Bond Issuer will from time to time execute and deliver all such supplements and amendments hereto and except to the extent required to be made by the Seller or Servicer, make all such filings with the PUCO pursuant to the Statute or the Financing Order, UCC financing statements, UCC continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a) maintain or preserve the Lien and security interest (and the priority thereof) of this Bond Indenture or carry out more effectively the purposes hereof;

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

(c) enforce any of the Collateral;

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(d) preserve and defend title to the Collateral and the rights of the Bond Trustee and the Bondholders in such Collateral against the claims of all Persons and parties, including the challenge by any party to the validity or enforceability of the Financing Order, any Adjustment Letter or the Phase-In-Recovery Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of its obligations or duties under the Statute, the Financing Order or any Adjustment Letter; or

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

The Bond Issuer hereby designates the Bond Trustee its agent and attorney-in-fact with authorization to execute and/or file on behalf of the Bond Issuer any filings with the PUCO pursuant to the Statute or, except to the extent required to be filed or furnished by the Seller or Servicer, the Financing Order, UCC financing statement, UCC continuation statement or other instrument required by the Bond Trustee pursuant to this Section, it being understood that the Bond Trustee shall have no such obligation.

Section 3.06 Opinions as to Collateral.

(a) On the Issuance Date, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, (i) such action has been taken (and reciting the details of such action) with respect to the recording and filing of this Bond Indenture and any other requisite documents, and with respect to the execution and filing of any filings with the PUCO pursuant to the Statute or, except to the extent required to be filed or furnished by the Seller or Servicer, the Financing Order, UCC financing statements and UCC continuation statements, as are necessary to perfect the Lien and security interest of this Bond Indenture, or (ii) no such action is necessary to make such Lien and security interest effective. The delivery of the Opinion of Counsel referenced in Section 2.10 shall be deemed to satisfy this requirement.

(b) Within ninety days after the beginning of each calendar year beginning with the calendar year beginning January 1, 2014, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel of counsel of the Bond Issuer 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 Bond Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any filings with the PUCO pursuant to the Statute and the Financing Order and any financing statements and continuation statements as are necessary to maintain the Lien and the first priority perfected security interest created by this Bond 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. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Bond Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the PUCO, financing statements and continuation statements that will, in the opinion of such counsel, be required within the twelve-month period following the date of such opinion to maintain the Lien and the first priority perfected security interest created by this Bond Indenture.

(c) Prior to the effectiveness of any amendment to the Sale Agreement, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings with the PUCO pursuant to the Statute or the Financing Order and any UCC financing statements, have been executed and filed that are necessary fully to preserve and protect the interest of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery 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 (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

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Section 3.07 Performance of Obligations; Servicing; Commission Filings.

The Bond Issuer (i) will diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action and will use its reasonable 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 permitted in this Bond Indenture, the Sale Agreement, the Servicing Agreement or such other instrument or agreement.

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

(b) The Bond Issuer will punctually perform and observe all of its obligations and agreements contained in this Bond Indenture, the Basic Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all filings with the PUCO pursuant to the Statute or the Financing Order, UCC financing statements and continuation statements required to be filed by it by the terms of this Bond Indenture, the Sale Agreement and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly permitted therein, the Bond Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the written consent of the Bond Trustee (which consent shall not be withheld if (i) the Bond Trustee shall have received an Officer’s Certificate stating that such waiver, amendment, modification, supplement or termination shall not adversely affect in any material respect the interests of the Bondholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto) or the Holders of at least a majority of the Outstanding Amount of Bonds.

(c) If the Bond Issuer shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement, the Bond Issuer shall promptly give written notice thereof to the Bond Trustee, the Certificate Trustee and the Rating Agencies, and shall specify in such notice the action, if any, the Bond Issuer is taking with respect of such default. 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 Phase-In-Recovery Property, including the Phase-In-Recovery Charge, the Bond Issuer shall take all reasonable steps available to it to remedy such failure.

(d) As promptly as possible after the giving of notice to the Servicer, the Bond Trustee, the Certificate Trustee and the Rating Agencies of termination of the Servicer’s rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Bond Issuer, subject to the approval of the PUCO pursuant to the Financing Order and certain other conditions set forth in the Servicing Agreement, shall appoint a successor Servicer (the “Successor Servicer”) with the Bond Trustee’s prior written consent thereto (which consent shall not be unreasonably withheld and shall be given upon the written direction of Holders of not less than a majority of the Outstanding Amount of the Bonds), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Bond Issuer and the Bond Trustee. If within 30 days after the delivery of the notice referred to above, the Bond Issuer shall not have obtained such a new Servicer, the Bond Trustee, at the expense of the Bond Issuer, may petition the PUCO or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, the Bond Issuer may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance and in compliance with Section 7.02 of the Servicing Agreement, the Bond Issuer shall enter into an agreement with such successor for the servicing of the Phase-In-Recovery Property (such agreement to be in form and substance satisfactory to the Bond Trustee).

(e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Bond Trustee shall promptly notify the Bond Issuer, the Bondholders, the Certificate Trustee and the Rating Agencies. As soon as a Successor Servicer is appointed, the Bond Issuer shall notify the Bond Trustee, the Bondholders, the Certificate Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer.

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(f) Without derogating from the absolute nature of the assignment granted to the Bond Trustee under this Bond Indenture or the rights of the Bond Trustee hereunder, the Bond Issuer agrees that it will not, without the prior written consent of the Bond Trustee or the Holders of at least a majority in Outstanding Amount of the Bonds, 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, or waive timely performance or observance of any material term by the Seller or the Servicer under the Sale Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Bond Trustee or such Holders, the Bond 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 Bond Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Bonds or Certificates Outstanding at the time of any such amendment, modification, supplement or waiver, except as otherwise agreed to by the Holders in accordance with the Basic Documents.

(g) The Bond Issuer shall (or shall cause the Sponsor to) post on a collective website (the Bond Issuer together with CEI Funding LLC and TE Funding LLC) and, to the extent consistent with the Bond Issuer’s and the Sponsor’s obligations under applicable law, file with or furnish to the Commission in periodic reports and other reports as are required from time to time under Section 13 or Section 15(d) of the Exchange Act, and shall direct the Bond Trustee to post on such website for Bondholders the following information (other than any such information filed with the Commission and publicly available unless the Bond Issuer specifically requests such items to be posted) with respect to the Outstanding Bonds, in each case to the extent such information is reasonably available to the Bond Issuer:

(i) statements of any remittances of Phase-In-Recovery Charges made to the Bond Trustee (to be included in a Form 10-D or Form 10-K, or successor forms thereto);

(ii) a statement reporting the balances in the Collection Account and in each subaccount of the Collection Account as of the end of each quarter or the most recent date available (to be included in a Form 10-D or Form 10-K, or successor forms thereto);

(iii) a statement showing the balance of Outstanding Bonds that reflects the actual periodic payments made on the Bonds during the applicable period (to be included in the next Form 10-D or Form 10-K filed, or successor forms thereto);

(iv) the Semiannual Servicer Certificate as required to be submitted pursuant to the Servicing Agreement (to be filed with a Form 10-D, Form 10-K or Form 8-K, or successor forms thereto);

(v) the Monthly Servicer Certificate as required to be submitted pursuant to the Servicing Agreement;

(vi) the text (or a link to the website where a reader can find the text) of each filing of a True-Up Adjustment and the results of each such filing;

(vii) any change in the long-term or short-term credit ratings of the Servicer assigned by the Rating Agencies;

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

(ix) any reports and other information that the Bond Issuer is required to file with the Commission under the Securities Exchange Act of 1934; and

(x) the final prospectus for the Certificates.

Notwithstanding the foregoing, nothing herein shall preclude the Bond Issuer from voluntarily suspending or terminating its filing obligations as Bond Issuer with the Commission to the extent permitted by applicable law.

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For purposes of this Section 3.07, the address of the Bond Trustee’s website is https://www.usbank.com/abs. The Bond Trustee shall immediately notify the Bond Issuer, the Bondholders and the Rating Agencies of any change to the address of such website.

(h) The Bond Issuer shall make all filings required under the Statute or the Financing Order relating to the transfer of the ownership or the grant of a security interest in the Phase-In-Recovery Property other than those required to be made by the Seller or the Servicer pursuant to the Basic Documents.

Section 3.08 Negative Covenants.

So long as any Bonds are Outstanding, the Bond Issuer shall not:

(a) except as expressly permitted by this Bond Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Bond Issuer, including those included in the Collateral, unless directed to do so by the Bond Trustee in accordance with Article V;

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Bonds (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral;

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

(d)(i) permit the validity or effectiveness of this Bond Indenture to be impaired, or permit the Lien of this Bond 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 Bonds under this Bond Indenture except as may be expressly permitted hereby, (ii) permit any Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien of this Bond Indenture and the Statutory Lien) to be created by the Bond Issuer 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 (iii) subject to the Statutory Lien, permit the Lien of this Bond Indenture not to constitute a valid first priority security interest in the Collateral.

Section 3.09 Annual Statement as to Compliance.

The Bond Issuer will deliver to the Bond Trustee, the Certificate Trustee and the Rating Agencies not later than March 30 of each year (commencing with March 30, 2014), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that

(a) a review of the activities of the Bond Issuer during the preceding twelve months ended December 31 (or, in the case of the first Officer’s Certificate, since the date of this Bond Indenture), and of performance under this Bond Indenture has been made; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Bond Issuer has in all material respects complied with all conditions and covenants under this Bond Indenture throughout such twelve month period (or shorter period in the case of the first such Officer’s Certificate), or, if there has been a default in so complying with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

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Section 3.10 Bond Issuer May Consolidate, etc., Only on Certain Terms.

(a) The Bond Issuer shall not consolidate or merge with or into any other Person, unless

(i) the Person (if other than the Bond Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Bond Trustee, in form and substance reasonably satisfactory to the Bond Trustee, the due and punctual payment of the principal of and interest on all Bonds and the performance or observance of every agreement and covenant of this Bond Indenture on the part of the Bond Issuer to be performed or observed, all as provided herein;

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

(iii) the transaction shall not result in a reduction or withdrawal of the then current ratings on any Tranche of Bonds or Certificates;

(iv) the Bond Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Bond Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Bond Issuer, the Certificate Issuer, any Bondholder or any Certificateholder;

(v) any action as is necessary to maintain the Lien and security interest created by this Bond Indenture shall have been taken; and

(vi) the Bond Issuer shall have delivered to the Bond Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental bond indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b) Except as specifically provided herein, the Bond Issuer shall not convey or transfer any of its properties or assets, including those included in the Collateral, to any Person, unless

(i) the Person that acquires by conveyance or transfer the properties and assets of the Bond Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America, any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Bond Trustee, in form and substance reasonably satisfactory to the Bond Trustee, the due and punctual payment of the principal of and interest on all Bonds and the performance or observance of every agreement and covenant of this Bond Indenture on the part of the Bond Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental bond indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Bonds, (D) unless otherwise provided in the supplemental bond indenture referred to in clause (B) above, expressly agree to indemnify, defend and hold harmless the Bond Trustee against and from any loss, liability or expense arising under or related to this Bond Indenture and the Bonds and (E) expressly agree by means of such supplemental bond indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Bonds;

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

(iii) the transaction will not result in a reduction or withdrawal of the then current ratings on any Tranche of Bonds or Certificates;

(iv) the Bond Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Bond Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Bond Issuer, the Certificate Issuer, any Bondholder or any Certificateholder;

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(v) any action as is necessary to maintain the Lien and security interest created by this Bond Indenture shall have been taken; and

(vi) the Bond Issuer shall have delivered to the Bond Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental bond indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating 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 Bond Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Bond Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Bond Issuer under this Bond Indenture with the same effect as if such Person had been named as the Bond Issuer herein.

(b) Except as set forth in Section 6.07, upon a conveyance or transfer of all the assets and properties of the Bond Issuer pursuant to Section 3.10(b), Bond Issuer will be released from every covenant and agreement of this Bond Indenture to be observed or performed on the part of the Bond Issuer with respect to the Bonds immediately upon the delivery of written notice by Bond Issuer to the Bond Trustee stating that Bond Issuer is to be so released.

Section 3.12 No Other Business.

The Bond Issuer shall not engage in any business other than financing, purchasing, owning and managing the Phase-In-Recovery Property in the manner contemplated by this Bond Indenture and the Basic Documents and activities incidental thereto.

Section 3.13 No Borrowing.

The Bond Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Bonds.

Section 3.14 Servicer’s Obligations.

The Bond Issuer shall enforce the Servicer’s compliance with all of the Servicer’s material obligations under the Servicing Agreement.

Section 3.15 No Additional Bonds.

The Bond Issuer shall not issue any additional Bonds hereunder, except pursuant to Section 2.05 or Section 2.06.

Section 3.16 Guarantees, Loans, Advances and Other Liabilities.

Except as otherwise contemplated by the Sale Agreement, the Servicing Agreement or this Bond Indenture, the Bond 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.

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Section 3.17 Capital Expenditures.

Other than expenditures in connection with the Bond Issuer’s purchase of Phase-In-Recovery Property from the Seller, the Bond Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.18 Intentionally Omitted.

Section 3.19 Restricted Payments.

The Bond Issuer shall not, directly or indirectly, while the Bonds are Outstanding (a) 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 Bond Issuer or otherwise with respect to any ownership or equity interest or security in or of the Bond Issuer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (c) 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, the Bond Issuer may make, or cause to be made, any such distributions to any owner of a beneficial interest in the Bond Issuer or otherwise with respect to any ownership or equity interest or security in or of the Bond Issuer using funds distributed to the Bond Issuer pursuant to Section 8.02 to the extent that such distributions would not cause the amount of the Capital Subaccount to decline below the Required Capital Level. The Bond Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Bond Indenture and the Basic Documents.

Section 3.20 Notice of Events of Default.

The Bond Issuer agrees to give the Bond Trustee, the Certificate Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of the Seller or the Servicer of its obligations under the Sale Agreement or the Servicing Agreement, respectively.

Section 3.21 Further Instruments and Acts.

Upon request of the Bond Trustee, the Bond Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Bond Indenture. The Bond Issuer will take all actions, and make all filings, necessary to obtain and maintain a first priority perfected security interest in the Collateral in favor of the Bond Trustee.

Section 3.22 Change in Chief Executive Office or Jurisdiction of Organization.

The Bond Issuer shall not change its chief executive office or the jurisdiction of its formation without previously having delivered to the Bond Trustee an Opinion of Counsel to the effect that all actions have been taken, and all filings have been made, as are necessary to continue and maintain the first priority perfected security interest of the Bond Trustee in the Collateral.

ARTICLE IV

Satisfaction and Discharge; Defeasance

Section 4.01 Satisfaction and Discharge of Bond Indenture; Defeasance.

(a) This Bond Indenture shall cease to be of further effect with respect to the Bonds and the Bond Trustee, on reasonable written demand of and at the expense of the Bond Issuer, shall execute such instruments as the Bond Issuer reasonably requests acknowledging satisfaction and discharge of this Bond Indenture with respect to the Bonds, when

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(i) either

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

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

(ii) the Bond Issuer has paid or caused to be paid all other sums payable hereunder by the Bond Issuer; and

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

(b) Subject to Sections 4.01(c) and 4.02, the Bond Issuer at any time may terminate (i) all its obligations under this Bond Indenture with respect to the Bonds (“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 and 3.17 and the operation of Section 5.01(c) (“Covenant Defeasance Option”) with respect to the Bonds. The Bond Issuer may exercise the Legal Defeasance Option notwithstanding its prior exercise of the Covenant Defeasance Option.

If the Bond Issuer exercises the Legal Defeasance Option, the maturity of the Bonds may not be accelerated because of an Event of Default. If the Bond Issuer exercises the Covenant Defeasance Option, the maturity of the Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c).

Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Bond Trustee, on reasonable written demand of and at the expense of the Bond Issuer, shall execute such instruments as the Bond Issuer reasonably requests 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) substitution of mutilated, destroyed, lost or stolen Bonds, (iii) rights of Bondholders to receive payments of principal and interest, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Bond Trustee hereunder (including the rights of the Bond Trustee under Section 6.07 and the obligations of the Bond Trustee under Section 4.03) and (vi) the rights of Bondholders as beneficiaries hereof with respect to the property deposited with the Bond Trustee payable to all or any of them, shall survive until the Bonds, as to which this Bond Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or 4.01(b), have been paid in full. Thereafter, the obligations in Sections 6.07 and 4.04 shall survive.

Section 4.02 Conditions to Defeasance.

The Bond Issuer may exercise the Legal Defeasance Option or the Covenant Defeasance Option of Bonds only if:

(a) the Bond Issuer irrevocably deposits or causes to be deposited in trust with the Bond Trustee cash or U.S. Government Obligations for the payment of principal of and interest on each such Bond to the Scheduled Maturity Date;

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(b) the Bond Issuer delivers to the Bond Trustee a certificate from a nationally recognized firm of Independent 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 Bonds (i) subject to clause (ii), principal in accordance with the Expected Amortization Schedule therefor, and (ii) interest when due;

(c) in the case of the Legal Defeasance Option, 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 5.01(d) or (e) occurs which is continuing at the end of the period;

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

(e) in the case of an exercise of the Legal Defeasance Option, the Bond Issuer shall have delivered to the Bond Trustee an Opinion of Counsel stating that (i) the Bond 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 Bond 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 Bonds will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance 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 an exercise of the Covenant Defeasance Option, the Bond Issuer shall have delivered to the Bond Trustee an Opinion of Counsel to the effect that the Holders of the Bonds will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance 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; and

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

Section 4.03 Application of Trust Money.

All moneys or U.S. Government Obligations deposited with the Bond Trustee pursuant to Section 4.01 or 4.02 hereof shall be held in trust and applied by it, in accordance with the provisions of the Bonds and this Bond Indenture, to the payment, either directly or through any Paying Agent, as the Bond Trustee may determine, to the Holders of the particular Bonds for the payment of which such moneys or U.S. Government Obligations have been deposited with the Bond Trustee, of all sums due and to become due thereon for principal and interest, but such moneys need not be segregated from other funds except to the extent required herein or in the Servicing Agreement or required by law.

Section 4.04 Repayment of Moneys Held by Paving Agent.

In connection with the satisfaction and discharge of this Bond Indenture or the Covenant Defeasance Option or Legal Defeasance Option with respect to the Bonds, all moneys then held by any Paying Agent other than the Bond Trustee under the provisions of this Bond Indenture with respect to such Bonds shall, upon demand of the Bond Issuer, be paid to the Bond 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”, 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):

(a) default in the payment of any interest on any Bond when the same becomes due and payable, and such default shall continue for a period of five days; or

(b) default in the payment of the then unpaid principal of any Bond on the Final Maturity Date; or

(c) default in the observance or performance in any material respect of any covenant or agreement of the Bond Issuer made in this Bond Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Bond Issuer made in this Bond Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Bond Issuer by the Bond Trustee or to the Bond Issuer and the Bond Trustee by the Holders of at least 25 percent of the Outstanding Amount of the Bonds, 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

(d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Bond 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 Bond Issuer or for any substantial part of the Collateral, or ordering the winding-up or liquidation of the Bond Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e) the commencement by the Bond 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 Bond Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Bond Issuer to the appointment or taking possession by a receiver, liquidation, assignee, custodian, trustee, sequestration or similar official of the Bond Issuer or for any substantial part of the Collateral, or the making by the Bond Issuer of any general assignment for the benefit of creditors, or the failure by the Bond Issuer generally to pay its debts as such debts become due, or the taking of action by the Bond Issuer in furtherance of any of the foregoing; or

(f) any act or failure to act by the State of Ohio or any of its agencies (including the PUCO), which violates or is not in accordance with the State Pledge.

The Bond Issuer shall deliver to a Responsible Officer of the Bond Trustee, the Certificate Trustee 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 (i) which is an Event of Default under clause (a), (b), (d), (e) or (f) or (ii) which with the giving of notice, the lapse of time, or both would become an Event of Default under clause (b) or (c), including, in each case, the status of such Default or Event of Default and what action the Bond Issuer is taking or proposes to take with respect thereto.

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Section 5.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default should occur and be continuing, then and in every such case the Bond Trustee or the Holders of Bonds representing not less than a majority of the Outstanding Amount of the Bonds may declare all the Bonds to be immediately due and payable, by a notice in writing to the Bond Issuer (and to the Bond Trustee if given by Bondholders), and upon any such declaration the unpaid principal amount of the Bonds, 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 Bond Trustee as hereinafter in this Article V provided, the Holders of Bonds representing a majority of the Outstanding Amount of the Bonds, by written notice to the Bond Issuer and the Bond Trustee, may rescind and annul such declaration and its consequences if

(a) the Bond Issuer has paid or deposited with the Bond Trustee a sum sufficient to pay:

(i) all payments of principal of and interest on all Bonds and all other amounts that would then be due hereunder or upon such Bonds if the Event of Default giving rise to such acceleration had not occurred; and

(ii) all sums paid or advanced by the Bond Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Bond Trustee and its agents and counsel and all amounts due under the Fee and Indemnity Agreement; and

(b) all Events of Default, other than the nonpayment of the principal of the Bonds 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 Default or impair any right consequent thereto.

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Bond Trustee.

(a) The Bond Issuer covenants that if (i) default is made in the payment of any interest on any Bond when the same becomes due and payable, and such default continues for a period of five days or (ii) default is made in the payment of the then unpaid principal of any Bond on the Final Maturity Date for such Bond, the Bond Issuer will, upon demand of the Bond Trustee, pay to it, for the benefit of the Holders of the Bonds, the whole amount then due and payable on such Bonds for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective rate borne by the Bonds of the applicable Tranche 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 Bond Trustee and its agents and counsel and an amount sufficient to cover all amounts required to be paid by the Bond Issuer under the Fee and Indemnity Agreement.

(b) Subject to Section 11.16 and Section 11.18, in case the Bond Issuer shall fail forthwith to pay such amounts upon such demand, the Bond 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 Bond Issuer or other obligor upon such Bonds and collect in the manner provided by law out of the property of the Bond Issuer or other obligor upon such Bonds, wherever situated, the moneys adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Bond 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 Bondholders, by such appropriate Proceedings as the Bond Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Bond 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 Bond Trustee by this Bond Indenture or by law.

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(d) In case there shall be pending, relative to the Bond Issuer or any other obligor upon the 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 Bond Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Bond Issuer or other obligor upon the Bonds, or to the creditors or property of the Bond Issuer or such other obligor, the Bond Trustee, irrespective of whether the principal of any Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Bond 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 and interest owing and unpaid in respect of the Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of (A) the Bond Trustee (including any claim for reasonable compensation to the Bond Trustee and each predecessor Bond Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Bond Trustee and each predecessor Bond Trustee, except as a result of negligence or willful misconduct), (B) the Bondholders and (C) each Person for whom a claim may be made under this Bond Indenture and the Fee and Indemnity Agreement, allowed in such Proceedings;

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

(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 Bondholders and of the Bond Trustee on their behalf;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Bondholders to make payments to the Bond Trustee, and, in the event that the Bond Trustee shall consent to the making of payments directly to such Bondholders, to pay to the Bond Trustee (or such other beneficiary under this Bond Indenture and the Fee and Indemnity Agreement) such amounts as shall be sufficient to cover reasonable compensation and other amounts owing hereunder to the Bond Trustee or such Person, each predecessor Bond Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Bond Trustee and each predecessor Bond Trustee except as a result of negligence or willful misconduct.

(e) Nothing herein contained shall be deemed to authorize the Bond Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Holder thereof or to authorize the Bond Trustee to vote in respect of the claim of any 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 Bond Indenture, or under any of the Bonds, may be enforced by the Bond Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Bond 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 Bond Trustee, each predecessor Bond Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Bonds.

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

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Section 5.04 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing, the Bond 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 Bonds or under this Bond Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Bond Issuer and any other obligor upon such Bonds moneys adjudged due;

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

(iii) exercise any remedies of a secured party under the UCC, the Statute or other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Bond Trustee and the Holders of the Bonds; and

(iv) sell the 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;

provided, however, that the Bond 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(a) or (b) unless (A) the Holders of 100 percent of the Outstanding Amount of the Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Bondholders are sufficient to discharge in full all amounts then due and unpaid upon such Bonds for principal and interest after taking into account payment of all amounts due prior thereto pursuant to the priorities set forth in Section 8.02(e) or (C) the Bond Trustee determines that the Collateral will not continue to provide sufficient funds for all payments on the Bonds as they would have become due if the Bonds had not been declared due and payable, and the Bond Trustee obtains the consent of Holders of at least 66 2/3 percent of the Outstanding Amount of the Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Bond 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 the Bond 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 Possession of the Collateral.

If the Bonds 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 Bond Trustee may, but need not, elect to maintain possession of the Collateral. It is the desire of the parties hereto and the Bondholders that there be at all times sufficient funds for the payment of principal of and interest on the Bonds, and the Bond Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Bond 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.

Section 5.06 Limitation of Suits.

No Holder of any Bond shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Bond Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder and each Holder agrees, by its acceptance of any Bond, to the fullest extent permitted by law, not to avail itself of any remedies in the Statute or to utilize or enforce the Statutory Lien, unless:

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(a) such Holder previously has given written notice to the Bond Trustee of a continuing Event of Default;

(b) the Holders of not less than a majority of the Outstanding Amount of the Bonds have made written request to the Bond Trustee to institute such Proceeding in respect of such Event of Default in its own name as Bond Trustee hereunder;

(c) such Holder or Holders have offered to the Bond Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

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

(e) no direction inconsistent with such written request has been given to the Bond Trustee during such 60-day period by the Holders of at least a majority of the Outstanding Amount of the Bonds;

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

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

Section 5.07 Unconditional Rights of Bondholders To Receive Principal and Interest.

Notwithstanding any other provisions in this Bond Indenture, the Holder of any Bond shall have the right, which is absolute and unconditional, (a) to receive payment of (i) the interest, if any, on such Bond on or after the due dates thereof expressed in such Bond or in this Bond Indenture or (ii) the unpaid principal, if any, of such Bonds on or after the Final Maturity Date therefor and (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 Bond Trustee or any Bondholder has instituted any Proceeding to enforce any right or remedy under this Bond Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Bond Trustee or to such Bondholder, then and in every such case the Bond Issuer, the Bond Trustee and the 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 Bond Trustee and the 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 Bond Trustee or to the 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 Bond Trustee or any 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

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Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Bond Trustee or to the Bondholders may be exercised from time to time, and as often as may be deemed expedient, by the Bond Trustee or by the Bondholders, as the case may be.

Section 5.11 Control by Bondholders.

The Holders of a majority of the Outstanding Amount of the Bonds (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Bond Trustee with respect to the Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Bond Trustee with respect to such Tranche or Tranches; provided, however, that

(a) such direction shall not be in conflict with any rule of law or with this Bond Indenture and not involve the Bond Trustee in any personal liability or expense;

(b) subject to the express terms of Section 5.04, any direction to the Bond Trustee to sell or liquidate the Collateral shall be by the Holders of Bonds representing not less than 100 percent of the Outstanding Amount of the Bonds;

(c) if the conditions set forth in Section 5.05 have been satisfied and the Bond Trustee elects to retain the Collateral pursuant to such Section 5.05, then any direction to the Bond Trustee by Holders of Bonds representing less than 100 percent of the Outstanding Amount of the Bonds to sell or liquidate the Collateral shall be of no force and effect; and

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

provided, however, that, subject to Section 6.01, the Bond Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Bondholders not consenting to such action. Furthermore and without limiting the foregoing, the Bond Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any cost, expense or liability.

Section 5.12 Waiver of Past Defaults.

Prior to the declaration of the acceleration of the maturity of the Bonds as provided in Section 5.02, the Holders of Bonds of not less than a majority of the Outstanding Amount of the Bonds may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Bonds or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Bond of all Tranches affected. In the case of any such waiver, the Bond Issuer, the Bond Trustee and the Holders of the 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 Event of 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 Bond 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 Bond Indenture agree, and each Holder of any 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 Bond Indenture, or in any suit against the Bond Trustee for any action taken, suffered or omitted by it as Bond Trustee, the filing by any party litigant in such suit of an undertaking to pay the

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costs of such suit, and that such court may in its discretion, subject to applicable law, 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 5.13 shall not apply to (a) any suit instituted by the Bond Trustee, (b) any suit instituted by any Bondholder, or group of Bondholders, in each case holding in the aggregate more than 10 percent of the Outstanding Amount of the Bonds or (c) any suit instituted by any Bondholder for the enforcement of the payment of (i) interest on any Bond on or after the due dates expressed in such Bond and in this Bond Indenture or (ii) the unpaid principal, if any, of any Bond on or after the Final Maturity Date therefor.

Section 5.14 Waiver of Stay or Extension Laws.

The Bond 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 Bond Indenture; and the Bond 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 Bond 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 Bonds.

The Bond Trustee’s right to seek and recover judgment on the Bonds or under this Bond Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Bond Indenture. Neither the Lien of this Bond Indenture nor any rights or remedies of the Bond Trustee or the Bondholders shall be impaired by the recovery of any judgment by the Bond Trustee against the Bond 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 Bond Issuer.

Section 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Bond Trustee to do so and at the Bond Issuer’s expense, the Bond Issuer agrees to take all such lawful action as the Bond Trustee may reasonably request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Bond Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Bond Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Bond Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement, respectively.

(b) If an Event of Default has occurred, the Bond Trustee may, and, at the direction (which direction shall be in writing, sent electronically or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66 2/3 percent of the Outstanding Amount of the Bonds shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Bond Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Bond Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Bond Issuer to take such action shall be suspended.

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ARTICLE VI

The Bond Trustee

Section 6.01 Duties of Bond Trustee.

(a) If an Event of Default has occurred and is continuing, the Bond Trustee shall exercise the rights and powers vested in it by this Bond 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 Bond Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Bond Indenture and no implied covenants or obligations shall be read into this Bond Indenture against the Bond Trustee; and

(ii) in the absence of bad faith on its part, the Bond 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 Bond Trustee and conforming to the requirements of this Bond Indenture; however, the Bond Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Bond Indenture.

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

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

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

(iii) the Bond 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 hereunder.

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

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

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

(g) No provision of this Bond Indenture shall require the Bond 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 indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

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

(i) In the event that the Bond Trustee is also acting as Paying Agent or Bond Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Bond Registrar.

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(j) Under no circumstances shall the Bond Trustee be liable for any indebtedness of the Bond Issuer, the Servicer or the Seller evidenced by or arising under the Bonds or any Basic Document.

(k) Commencing with March 15, 2014, and to the extent required by law, on or before March 15th of each fiscal year ending December 31, the Bond Trustee shall (i) deliver to the Bond Issuer a report (in form and substance reasonably satisfactory to the Bond Issuer and addressed to the Bond Issuer and signed by an authorized officer of the Bond Trustee) regarding the Bond Trustee’s assessment of compliance, during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Bond Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Bond Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Bond Trustee and delivered pursuant to clause (i).

Section 6.02 Rights of Bond Trustee.

Subject to the provisions of Trust Indenture Act § 315:

(a) the Bond Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Bond Trustee need not investigate any matter or fact stated in such document;

(b) any request or direction of the Bond Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request;

(c) before the Bond Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel of external counsel of the Bond Issuer (at no cost or expense to the Bond Trustee) that such action is required or permitted hereunder. The Bond Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

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

(e) the Bond Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Bond Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Bondholders pursuant to this Bond Indenture, unless such Bondholders shall have offered to the Bond Trustee security or indemnity satisfactory to it against the cost, expenses (including reasonable legal fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction;

(f) the Bond Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document;

(g) the Bond Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Bond Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any agent, attorney custodian or nominee appointed with due care by it hereunder; and the Bond Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Bond Indenture; provided, that the Bond Trustee

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shall not be obligated to give such notice (i) if the Bond Issuer or the Holders have directed the Bond Trustee to appoint such agent, custodian or nominee (in which event the Bond Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default on account of non-payment of principal or interest on the Bonds or insolvency of the Bond Issuer has occurred and is continuing.

(h) the Bond Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Bond Trustee, or exercising any trust or power conferred upon the Bond Trustee, under this Bond Indenture;

(i) the Bond Trustee shall not be required to expend or risk its own funds 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 for believing that repayment of such funds or indemnity satisfactory to it against such risk is not reasonably assured to it;

(j) the Bond Trustee shall not be personally liable for any action taken or suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Bond Indenture; provided, however, that the Bond Trustee’s conduct does not constitute willful misconduct, negligence or bad faith;

(k) in the event that the Bond Trustee is also acting as Paying Agent, authenticating agent or Bond Registrar hereunder, the rights and protections afforded to the Bond Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, authenticating agent or Bond Registrar;

(l) the Bond Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer obtains actual knowledge of such event or the Bond Trustee receives written notice of such event from the Bond Issuer, the Servicer or a majority of the Holders of Bonds of the Tranche or Tranches so affected;

(m) without limiting its rights under bankruptcy law, when the Bond Trustee incurs expenses or renders services in connection with the insolvency or bankruptcy of any party hereto or with the Basic Documents to which it is a party such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy or insolvency law;

(n) the Bond Trustee shall not be required to give any bond or surety in respect of the execution of the trust created herby or the power granted hereunder;

(o) in no event shall the Bond Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bond Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(p) the right of the Bond Trustee to perform any discretionary act enumerated in this Bond Indenture shall not be construed as a duty, and the Bond Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;

(q) the Bond Trustee shall have no duty to file any financing statement or continuation statement evidencing a security interest or to maintain any such filing, or to maintain any insurance; and

(r) the Bond Trustee shall have no obligation to supervise the Servicer or act as successor Servicer, and shall not be liable for any default or misconduct of the Servicer.

Section 6.03 Individual Rights of Bond Trustee.

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

Section 6.04 Bond Trustee’s Disclaimer.

Except as set forth in Section 6.13, the Bond Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Bond Indenture or the Bonds, it shall not be accountable for the Bond Issuer’s use of the proceeds from the Bonds, and it shall not be responsible for any statement of the Bond Issuer in the Bond Indenture or in any document issued in connection with the sale of the Bonds or in the Bonds other than the Bond Trustee’s certificate of authentication. The Bond Trustee shall not be responsible for the form, character, genuineness, sufficiency, value or validity of any of the Collateral, for the validity, priority or perfection of any lien or security interest granted to it hereunder (except to the extent impaired by action or omission constituting negligence or willful misconduct on the part of the Bond Trustee, or for or in respect of the Bonds (other than the certificate of authentication for the Bonds) or the Basic Documents and the Bond Trustee shall in no event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided in this Bond Indenture. The Bond Trustee shall not be liable for the default or misconduct of the Bond Issuer or the Servicer under the Basic Documents or otherwise, and the Bond Trustee shall have no obligation or liability to perform the obligations of such Persons.

Section 6.05 Notice of Defaults.

If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Bond Trustee, the Bond Trustee shall transmit to each Holder of Bonds and to the Rating Agencies notice of the Default within 30 days after actual notice of such Default was received by a Responsible Officer of the Bond Trustee (provided that the Bond Trustee shall give the Rating Agencies prompt written notice of any payment Default in respect of the Bonds). Except in the case of a Default in payment of principal of or interest on any Bond, the Bond Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith after consultation with the Certificate Trustee determines that prompt notice of the Default is not likely to be material to Holders and the Default is likely to be cured and therefore that withholding the notice is in the interests of Bondholders and the Certificateholders.

Section 6.06 Reports by Bond Trustee to Holders.

(a) So long as the Bond Trustee is the Bond Registrar and Paying Agent, upon the written request of a Bondholder the Bond Trustee shall deliver to such Bondholder such information in its possession as may be required to enable such Holder to prepare its federal and state income tax returns.

(b) On or prior to each Payment Date therefor, the Bond Trustee will provide to each Holder of Bonds on such Payment Date a statement prepared by the Servicer and provided to the Bond Trustee which will include (to the extent applicable) the following information as to the Bonds with respect to such Payment Date or the period since the previous Payment Date, as applicable:

(i) the amount of the payment to Bondholders allocable to principal;

(ii) the amount of the payment to Bondholders allocable to interest;

(iii) the Outstanding Amount, after giving effect to payments allocated to principal reported under (i) above;

(iv) the difference, if any, between the Outstanding Amount and the Projected Principal Balance as of such Payment Date, after giving effect to payments to be made on such Payment Date;

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(v) the amount on deposit in the Capital Subaccount as of the Payment Date;

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

(vii) the amount paid to the Bond Trustee, the Delaware Trustee, and the Certificate Trustee since the previous Payment Date;

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

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

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

(c) The Bond Issuer shall send a copy of each Certificate of Compliance delivered to it pursuant to Section 3.03 of the Servicing Agreement and Annual Accountant’s Report delivered to it pursuant to Section 3.04 of the Servicing Agreement to the Bond Trustee, the Certificate Trustee, the Bondholders and the Rating Agencies and to the Servicer for posting on the 17g-5 Website in accordance with Rule 17g-5 of the Commission.

(d) The Bond Trustee will provide to the Certificate Trustee the statement required to be sent to Certificateholders pursuant to Section 4.03 of the Certificate Indenture, such statement to be prepared by the Servicer and provided to the Bond Trustee with the statement referenced in 6.06(b) above.

Section 6.07 Compensation and Indemnity.

Subject to Section 8.02(e), the Bond Issuer shall pay to the Bond Trustee from time to time reasonable compensation for its services. The Bond Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.

Subject to Section 8.02(e), the Bond Issuer shall reimburse the Bond 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 Bond Trustee’s agents, counsel, accountants and experts. Subject to Section 8.02(e), the Bond Issuer shall indemnify, defend and hold harmless the Bond Trustee and any of its affiliates, officials, officers, directors, employees, consultants, counsel and agents (the “Indemnified Persons”) from and against any and all losses, claims, actions, suits, taxes, damages, expenses (including, without limitation, reasonable legal fees and expenses) and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, administration, operation or termination of this trust and the performance by the Bond Trustee of its duties hereunder, the failure of the Bond Issuer or any other Person (other than the Person being indemnified) to perform its obligations hereunder or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the transactions contemplated thereby, provided, however , that the Bond Issuer is not required to indemnify any Indemnified Person for any Expenses that result from the willful misconduct or negligence of such Indemnified Person. The willful misconduct or negligence of any Bond Trustee shall not affect the rights of any predecessor or successor Bond Trustee hereunder. The Indemnified Person shall notify the Bond Issuer as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indemnified Person to so notify the Bond Issuer shall not relieve the Bond Issuer of its obligations hereunder. The Bond Issuer shall defend the claim and the Indemnified Person may have separate counsel and the Bond Issuer shall pay the fees and expenses of such counsel. The Bond Issuer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.07, (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

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

The Bond Issuer acknowledges and agrees that under the Certificate Indenture the Certificate Trustee shall pay the fees and expenses of, and shall indemnify and hold harmless the Bond Trustee and the Delaware Trustee, to the extent that payments required to be made by the Bond Issuer to the Bond Trustee under this Section 6.07 or to the Delaware Trustee under the Fee and Indemnity Agreement, as the case may be, are not made by the Bond Issuer when due.

Section 6.08 Replacement of Bond Trustee and Securities Intermediary.

The Bond Trustee may resign at any time by so notifying the Bond Issuer, provided, however, that no such resignation shall be effective until either (a) the Collateral has been completely liquidated and the proceeds of the liquidation distributed to the Bondholders or (b) a successor trustee having the qualifications set forth in Section 6.11 has been designated and has accepted such trusteeship. The Holders of a majority in Outstanding Amount of the Bonds may remove the Bond Trustee by so notifying the Bond Trustee and may appoint a successor Bond Trustee. The Bond Issuer shall remove the Bond Trustee if:

(a) the Bond Trustee fails to comply with Section 6.11;

(b) the Bond Trustee is adjudged a bankrupt or insolvent;

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

(d) the Bond Trustee otherwise becomes incapable of acting; or

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

Any removal or resignation of the Bond Trustee shall also constitute a removal or resignation of the Securities Intermediary.

If the Bond Trustee resigns or is removed or if a vacancy exists in the office of Bond Trustee for any reason (the Bond Trustee in such event being referred to herein as the retiring Bond Trustee), the Bond Issuer shall promptly appoint a successor Bond Trustee and Securities Intermediary.

A successor Bond Trustee shall deliver a written acceptance of its appointment to the retiring Bond Trustee and to the Bond Issuer. Thereupon the resignation or removal of the retiring Bond Trustee shall become effective, and the successor Bond Trustee shall have all the rights, powers and duties of the Bond Trustee and Securities Intermediary under this Bond Indenture. The successor Bond Trustee shall mail a notice of its succession to Bondholders and to the Rating Agencies. The retiring Bond Trustee shall promptly transfer all property held by it as Bond Trustee to the successor Bond Trustee.

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

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

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

Section 6.09 Successor Bond Trustee by Merger.

If the Bond 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 without any further act shall be the successor Bond Trustee. The successor Bond Trustee shall mail a notice of its merger, conversion, consolidation or transfer to the Rating Agencies.

In case at the time such successor or successors by merger, conversion, consolidation or transfer to the Bond Trustee shall succeed to the trusts created by this Bond Indenture any of the Bonds shall have been authenticated but not delivered, any such successor to the Bond Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Bonds so authenticated; and in case at that time any of the Bonds shall not have been authenticated, any successor to the Bond Trustee may authenticate such Bonds either in the name of any predecessor hereunder or in the name of the successor to the Bond Trustee; and in all such cases such certificates shall be valid for all purposes hereunder and under the Bonds.

Section 6.10 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Bond 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 or to address divergent or conflicting interests among Holders of Certificates of separate Tranches of Certificates as a result of variations in terms of the respective underlying Bonds of corresponding Tranches, the Bond 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 Bondholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Bond Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Bondholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof. Notice of any such appointment shall be promptly given to each Rating Agency by the Bond 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 Bond Trustee shall be conferred or imposed upon and exercised or performed by the Bond 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 Bond 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 Bond 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 Bond Trustee;

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

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

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(c) Any notice, request or other writing given to the Bond 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 Bond 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 Bond Trustee or separately, as may be provided therein, subject to all the provisions of this Bond Indenture, specifically including every provision of this Bond Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Bond Trustee. Every such instrument shall be filed with the Bond Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Bond 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 Bond 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 Bond Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11 Eligibility; Disqualification.

The Bond Trustee shall at all times satisfy the requirements of Trust Indenture Act Section 310(a) and Section 310(a)(5). The Bond 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 at least “A” (or the equivalent thereof) or better by the Rating Agencies. The Bond Trustee shall comply with Trust Indenture Act Section 310(b), including the optional provision permitted by the second sentence of Trust Indenture Act Section 310(b)(9); provided, however, that there shall be excluded from the operation of Trust Indenture Act Section 310(b)(1) any indenture or indentures under which other securities of the Bond Issuer are outstanding if the requirements for such exclusion set forth in Trust Indenture Act Section 310(b)(1) are met.

Section 6.12 Preferential Collection of Claims Against Bond Issuer.

The Bond Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Bond Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

Section 6.13 Representations and Warranties of Bond Trustee.

The Bond Trustee hereby represents and warrants that:

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

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

Section 6.14 Custody of Collateral.

The Bond Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Bond Trustee) as consists of instruments, deposit accounts, securities accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Bond Trustee shall hold such of the Collateral as constitutes investment property through the Securities Intermediary (which, as of the date hereof, is U.S. Bank National Association). The initial Securities Intermediary, hereby agrees (and each future Securities Intermediary shall agree) with the Bond Trustee that (a) such investment property shall at all times be credited to a securities account of the Bond Trustee, (b) the Securities Intermediary shall treat the Bond 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) the Securities Intermediary shall comply with

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entitlement orders originated by the Bond Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Bond Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Bond Trustee), and (g) such securities accounts shall be governed by the internal laws of the State of New York. 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 6.14, or elsewhere in this Bond Indenture, the Bond Trustee shall not hold Collateral through an agent or a nominee.

ARTICLE VII

Bondholders’ Lists and Reports

Section 7.01 Bond Issuer To Furnish Bond Trustee Names and Addresses of Bondholders.

The Bond Issuer will furnish or cause to be furnished to the Bond Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) six months after the last Record Date, a list, in such form as the Bond Trustee may reasonably require, of the names and addresses of the Holders of Bonds as of such Record Date, (b) at such other times as the Bond Trustee may request in writing, within 30 days after receipt by the Bond 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 Bond Trustee is the Bond Registrar, no such list shall be required to be furnished.

Section 7.02 Preservation of Information: Communications to Bondholders.

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

(b) Bondholders may communicate pursuant to Trust Indenture Act Section 312(b) with other Bondholders with respect to their rights under this Bond Indenture or under the Bonds.

(c) The Bond Issuer, the Bond Trustee and the Bond Registrar shall have the protection of Trust Indenture Act Section 312(c).

Section 7.03 Reports by Bond Issuer.

(a) The Bond Issuer shall:

(i) so long as the Bond Issuer is required to file such documents with the Commission, file with the Bond Trustee, within 15 days after the Bond 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 Bond Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) provide to the Bond Trustee and file with 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 Bond Issuer with the conditions and covenants of this Bond Indenture as may be required from time to time by such rules and regulations; and

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(iii) supply to the Bond Trustee (and the Bond Trustee shall transmit to all Bondholders described in Trust Indenture Act Section 313(c)) such summaries of any information, documents and reports required to be filed by the Bond 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.

(b) Unless the Bond Issuer otherwise determines and provides written notice to the Bond Trustee, the fiscal year of the Bond Issuer shall end on December 31 of each year.

Section 7.04 Reports by Bond Trustee.

If required by Trust Indenture Act Section 313(a), within 60 days after December 31 of each year, commencing December 31, 2013, the Bond Trustee shall transmit to each Holder of Bonds as required by Trust Indenture Act Section 313(c) a brief report dated as of such date that complies with Trust Indenture Act Section 313(a). The Bond Trustee also shall comply with Trust Indenture Act Section 313(b); provided, however, that the initial report so issued shall be delivered not more than twelve (12) months after the date hereof.

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

ARTICLE VIII

Accounts, Disbursements and Releases

Section 8.01 Collection of Money.

Except as otherwise expressly provided herein, the Bond 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 Bond Trustee, the Certificate Trustee or the Delaware Trustee pursuant to this Bond Indenture, the Certificate Indenture and the Fee and Indemnity Agreement. The Bond Trustee shall apply all such money received by it as provided in this Bond Indenture. Except as otherwise expressly provided in this Bond 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 Bond Trustee may take such action as may be appropriate to enforce such payment or performance, subject to Article VI, 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 Bond Indenture and any right to proceed thereafter as provided in Article V.

Section 8.02 Collection Account.

(a)(i) Prior to the Issuance Date, the Bond Trustee shall cause to be established with the Securities Intermediary, in the Bond Trustee’s name, located at the Bond Trustee’s Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts in the Bond Trustee’s name for the deposit of Estimated Phase-In-Recovery Charge Payments and other amounts remitted under the Servicing Agreement (collectively, the “Collection Account”). The Bond Trustee shall hold the Collection Account for the benefit of Bondholders, the Bond Trustee and the other Persons indemnified hereunder or under the Fee and Indemnity Agreement. The Collection Account will consist of three subaccounts: a general subaccount (the “General Subaccount”), an excess funds subaccount (the “Excess Funds Subaccount” and a capital subaccount (the “Capital Subaccount”). All amounts in the Collection Account not allocated to any other subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account shall be allocated to the General 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 the Collection Account shall be made as set forth in this Section 8.02. The Collection Account shall at all times be maintained in an Eligible Account and only the Bond Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Bond

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Indenture. Funds in the Collection Account shall not be commingled with any other moneys. Except as provided in Section 8.03, all moneys deposited from time to time in the Collection Account, all deposits therein pursuant to this Bond 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 Bond Trustee in the Collection Account as part of the Collateral as herein provided.

(ii) The Securities Intermediary hereby confirms that (A) the 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, (B) 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 (C) the Bond Trustee for the benefit of the Bondholders 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 no 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 Collection Account and shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Notwithstanding anything to the contrary, New York State shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110 of the UCC, and the Collection Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

(b) The Bond Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account and shall apply such amounts therein as provided in this Section 8.02. The Bond Trustee shall also pay from the Collection Account any amounts requested to be paid by the Servicer pursuant to Section 4.03(b) of the Servicing Agreement.

(c) All Estimated Phase-In-Recovery Charge Payments and other remittances under the Servicing Agreement shall be deposited in the General Subaccount as provided in Section 4.03 of the Servicing Agreement. All deposits to and withdrawals from the Collection Account and all allocations to the subaccounts of the Collection Account shall be made by the Bond Trustee in accordance with the written instructions provided by the Servicer in the Semiannual Servicer Certificate or as otherwise provided herein.

(d) On any Business Day upon which the Bond Trustee receives a written request from the Administrator stating that any Operating Expense payable by the Bond Issuer (but only as described in clauses (i) through (iv) below) will become due and payable prior to the next succeeding Payment Date, and setting forth the amount and nature of such Operating Expenses, as well as any supporting documentation that the Bond Trustee may reasonably request, the Bond Trustee, upon receipt of such information and subject to the Cap, will make payment of such Operating Expenses on or before the date such payment is due from amounts on deposit in the General Subaccount, the Excess Funds Subaccount and the Capital Subaccount, in that order and only to the extent required to make such payment.

(e) On each semiannual Payment Date, or for any amount payable under clauses (i) through (iv) below, on any Business Day, the Bond Trustee shall apply, at the direction of the Servicer and subject to the Cap if applicable, all amounts on deposit in the Collection Account, including all earnings thereon, to allocate or pay the following amounts, in accordance with the Semiannual Servicer Certificate, in the following priority:

(i) first, all fees, costs, expenses (including legal fees and expenses) and indemnity amounts owed by the Bond Issuer to the Bond Trustee, Certificate Trustee and Delaware Trustee under the applicable Basic Documents shall be paid to the Bond Trustee, Certificate Trustee and Delaware Trustee (subject to Section 6.07), respectively, and, second, all fees, costs, expenses (including legal fees and expenses) and indemnity amounts owed by the Bond Issuer to the Certificate Issuer under the applicable Basic Documents shall be paid to the Certificate Issuer; provided that the total of the foregoing amounts paid shall not exceed $100,000 annually;

(ii) the Servicing Fee for such Payment Date and all unpaid Servicing Fees from prior Payment Dates shall be paid to the Servicer;

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(iii) the Administration Fee and all unpaid Administration Fees from prior Payment Dates shall be paid to the Administrator and amounts due independent directors of the Bond Issuer shall be paid to such independent directors;

(iv) the payment of all other Operating Expenses for such Payment Date shall be paid to the Persons entitled thereto;

(v) first, any overdue Semiannual Interest (together with, to the extent lawful, interest on such overdue Semiannual Interest at the applicable Bond Interest Rate) and second, Semiannual Interest for such Payment Date shall be paid to the Bondholders;

(vi)(A) first, principal due and payable on the Bonds as a result of an Event of Default (and assuming the Bonds have been declared immediately due and payable) or on the Final Maturity Date of a Tranche of the Bonds shall be paid to the Bondholders and (B) second, Semiannual Principal for such Payment Date shall be paid to the Bondholders in accordance with the priorities set forth in Section 2.01(c)(iii);

(vii) unpaid Operating Expenses (including, without limitation, fees, expenses and indemnity amounts) owed by the Bond Issuer under the Basic Documents shall be paid first, to the Persons entitled thereto (other than the Bond Trustee, Delaware Trustee and Certificate Trustee) and second, to the Bond Trustee, Delaware Trustee and Certificate Trustee;

(viii) the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Subaccount as of such Payment Date shall be allocated to the Capital Subaccount;

(ix) an amount equal to one-half of 6.85% of the Required Capital Level shall be paid to the Seller;

(x) reimbursement of the Servicer for any amounts paid by the Servicer to the Bond Trustee, Delaware Trustee or Certificate Trustee pursuant to Section 6.02(f) of the Servicing Agreement;

(xi) the balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates; and

(xii) after, first, the payment of all principal of and interest on all Bonds and all other approved Financing Costs, and second, the payment of any unpaid amounts due the Bond Trustee, the Certificate Trustee or the Delaware Trustee under clause (i) above that exceeded the Cap, then the balance, if any, shall be paid to the Bond Issuer, free from the Lien of this Bond Indenture.

All payments of interest pursuant to clause (v), shall be allocated among each Tranche of Bonds pro rata based upon the respective amounts of interest owed on the Bonds of each Tranche, and allocated and paid to Holders within each Tranche pro rata based upon the respective principal amount of Bonds held. All payments of principal pursuant to clause (vi)(A) shall be made to such Holders pro rata based on the respective principal amounts of Bonds held by such Holders. All payments of principal pursuant to clause (vi)(B) above shall be made to the Holders of the Tranche then entitled to payment, based upon the Expected Amortization Schedule in accordance with the priority set forth in Section 2.01(c)(iii).

In accordance with the Financing Order, certain approved ongoing Financing Costs recoverable through Phase-In-Recovery Charges (including, without limitation, those referenced in clauses (i) through (iv), (vii), (ix) and (x) above) may not exceed on an annual basis the aggregate amount approved for such ongoing Financing Costs by more than 5%. The sum of such approved annual ongoing Financing Costs ($1,072,732) plus an amount equal to 5% of such costs is equal to $1,126,369, which amount is referred to as the “Cap”. The ongoing Financing Costs referenced in clauses (i) through (iv), (vii), (ix) and (x) above, to the extent in excess of the Cap for any given annual period, may be recovered in any subsequent annual period (subject to the annual Cap in such subsequent period). Unused Cap amounts in a given year will not be available for recovery of any ongoing Financing Costs in a subsequent year. In the case of a non-utility Servicer with a servicing fee of 0.75% of the initial principal balance of the Bonds (the maximum permitted to be paid to a non-utility Servicer under the Financing Order), as compared to 0.10% to be paid to the initial Servicer, the Cap would be $4,277,550.

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(f) If on any Payment Date, or for any amounts payable under clauses (i) through (iv) above, on any Business Day, funds on deposit in the General Subaccount are insufficient to make the payments contemplated by clauses (i) through (vi) of Section 8.02(e), the Bond Trustee shall (i) first, draw from amounts on deposit in the Excess Funds Subaccount and (ii) second, draw from amounts on deposit in the Capital Subaccount, in each case, up to the amount of such shortfall in order to make the payments contemplated by clauses (i) through (vi) of Section 8.02(e). In addition, if on any Payment Date funds on deposit in the General Subaccount are insufficient to make the allocation contemplated by clause (viii) of Section 8.02(e), the Bond Trustee shall draw from amounts on deposit in the Excess Funds Subaccount to make such allocation. If on any Payment Date funds on deposit in the Collection Account are insufficient to make the transfers contemplated by clause (v) of Section 8.02(e), the Bond Trustee will allocate the funds drawn pursuant to the first sentence of this paragraph among the Tranches pro rata as provided in Section 8.02(e).

Section 8.03 General Provisions Regarding the Collection Account.

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account shall be invested in Eligible Investments and reinvested by the Bond Trustee upon Issuer Order. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Bond Trustee in the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Bond Issuer will not direct the Bond Trustee to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest Granted and perfected in such Collection 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 Bond Trustee to make any such investment or sale, if requested by the Bond Trustee, the Bond Issuer shall deliver to the Bond Trustee an Opinion of Counsel, reasonably acceptable to the Bond Trustee, to such effect. In no event shall the Bond Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Bond 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 Bond Issuer to provide timely written investment direction. The Bond 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. If the rating of the Eligible Institution, which may be the Bond Trustee’s Corporate Trust Office, falls below the rating requirements set forth in clause (b) of the definition of Eligible Institution, the Bond Issuer on behalf of the Certificate Issuer shall, within one month after notice of such rating change, cause the Collection Account to be transferred to an institution meeting the requirements set forth in clause (b) of the definition of “Eligible Institution.”

(b) Subject to Section 6.01(c), the Bond Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Bond Trustee’s failure to make payments on such Eligible Investments issued by the Bond Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) the Bond Issuer shall have failed to give written investment directions for any funds on deposit in the Collection Account to the Bond Trustee by 11:00 am. Eastern Time (or such other time as may be agreed by the Bond Issuer and Bond Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Bonds but the Bonds shall not have been declared due and payable pursuant to Section 5.02; then the Bond Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in the money market fund (described in clause (d) of the definition of “Eligible Investments”) specified in the most recent investment directions delivered by the Bond Issuer to the Bond Trustee with respect to such type of Eligible Investments; provided that if the Bond Issuer has never delivered written investment directions to the Bond Trustee, the Bond Trustee shall not invest or reinvest such funds in any investments.

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Section 8.04 Release of Collateral.

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

(b) The Bond Trustee shall, at such time as there are no Bonds Outstanding and all sums payable by the Bond Issuer to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture have been paid, release any remaining portion of the Collateral that secured the Bonds from the Lien of this Bond Indenture and release to the Bond Issuer or any other Person entitled thereto any funds then on deposit in the Collection Account. The Bond Trustee shall release property from the Lien of this Bond Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the Trust Indenture Act) Independent Certificates in accordance with Trust Indenture Act Sections 314(c) and 314(d)(I) meeting the applicable requirements of Section 11.01.

Section 8.05 Opinion of Counsel.

The Bond Trustee shall receive at least seven days’ notice when requested by the Bond Issuer to take any action pursuant to Section 8.04 (a), accompanied by copies of any instruments involved, and the Bond Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the Bond 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 Bonds or the rights of the Bondholders in contravention of the provisions of this Bond 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 Bond Trustee in connection with any such action.

Section 8.06 Reports by Independent Registered Accountants.

As of the Issuance Date, the Bond Issuer shall appoint a firm of Independent registered public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Bond Indenture. Upon any resignation by such firm the Bond Issuer shall provide written notice thereof to the Bond Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent registered public accountants of recognized national reputation. If the Bond Issuer shall fail to appoint a successor to a firm of Independent registered public accountants that has resigned within 15 days after such resignation, the Bond Trustee shall promptly notify the Bond Issuer of such failure in writing. If the Bond Issuer shall not have appointed a successor within 10 days thereafter the Bond Trustee shall promptly appoint a successor firm of Independent registered public accountants of recognized national reputation; provided, however, that the Bond Trustee shall have no liability with respect to such appointment if the Bond Trustee acted with due care with respect thereto. The fees of such Independent registered public accountants and its successor shall be payable by the Bond Issuer.

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ARTICLE IX

Supplemental Bond Indentures

Section 9.01 Supplemental Bond Indentures Without Consent of Bondholders.

(a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Bond Issuer, the Bond Trustee and the Certificate 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 reasonably satisfactory to the Bond Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the Lien of this Bond Indenture, or better to assure, convey and confirm unto the Bond Trustee any property subject or required to be subjected to the Lien of this Bond Indenture, or to subject to the Lien of this Bond Indenture additional property;

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

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

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Bond Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental bond indenture which may be inconsistent with any other provision herein or in any supplemental bond indenture or to make any other provisions with respect to matters or questions arising under this Bond Indenture or in any supplemental bond indenture; provided, however, that such action shall not adversely affect the interests of the Holders of the Bonds or holders of the Certificates;

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

(vii) to modify, eliminate or add to the provisions of this Bond Indenture to such extent as shall be necessary to effect the qualification of this Bond Indenture under the Trust Indenture Act or under any similar federal statute hereafter enacted and to add to this Bond Indenture such other provisions as may be expressly required by the Trust Indenture Act.

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

(b) The Bond Issuer and the Bond Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Bond Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Bond Indenture; provided, however, that (i) such action shall not, as evidenced by an Officer’s Certificate, adversely affect in any material respect the interests of the Bondholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto.

Section 9.02 Supplemental Bond Indentures with Consent of Bondholders.

The Bond Issuer and the Bond Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Bonds of each Tranche to be affected, by Act of such Holders delivered to the Bond Issuer and the Bond Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Bond Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Bond Indenture; provided, however, that no such supplemental bond indenture shall, without the consent of the Holder of each Outstanding Bond of each Tranche affected thereby:

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(i) change the date of payment of any installment of principal of or interest on any Bond, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Bond Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Bonds, or change any place of payment where, or the coin or currency in which, any Bond or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Bond Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Bonds on or after the respective due dates thereof;

(ii) reduce the percentage of the Outstanding Amount of the Bonds or of a Tranche thereof, the consent of the Holders of which is required for any such supplemental bond indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Bond Indenture or certain defaults hereunder and their consequences provided for in this Bond Indenture;

(iii) 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 Bonds required to direct the Bond Trustee to direct the Bond Issuer to sell or liquidate the Collateral pursuant to Section 5.04;

(v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Bond Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Bond affected thereby;

(vi) modify any of the provisions of this Bond Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Bond on any Payment Date (including the calculation of any of the individual components of such calculation); or

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

The Bond Trustee, after consultation with the Certificate Trustee, may in its discretion determine whether or not any Bonds or Certificates of a Tranche would be affected by any supplemental bond indenture and any such determination shall be conclusive upon the Holders of all Bonds and holders of all Certificates of such Tranche, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Bond Trustee nor the Certificate Trustee shall be liable for any such determination made in good faith.

It shall not be necessary for any Act of Bondholders under this Section 9.02 to approve the particular form of any proposed supplemental bond indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Bond Issuer and the Bond Trustee of any supplemental bond indenture pursuant to this Section 9.02, the Bond Issuer shall send to the Rating Agencies, the Certificate Trustee and the Holders of the Bonds to which such amendment or supplemental bond indenture relates a copy such supplemental bond indenture. Any failure of the Bond Trustee to send such copy, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental bond indenture.

Section 9.03 Execution of Supplemental Bond Indentures.

In executing any supplemental bond indenture permitted by this Article IX or the modifications thereby of the trusts created by this Bond Indenture, the Bond 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 bond indenture is authorized or permitted by this Bond Indenture. The Bond Trustee may, but shall not be obligated to, enter into any such supplemental bond indenture that affects the Bond Trustee’s own rights, duties, liabilities or immunities under this Bond Indenture or otherwise.

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Section 9.04 Effect of Supplemental Bond Indenture.

Upon the execution of any supplemental bond indenture pursuant to the provisions hereof, this Bond Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to each Tranche of Bonds affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Bond Indenture of the Bond Trustee, the Bond Issuer and the Holders of the Bonds 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 bond indenture shall be and be deemed to be part of the terms and conditions of this Bond Indenture for any and all purposes. If required by the Bond Trustee, Bonds may bear a notation in form approved by the Bond Trustee as to any matter provided for in such supplemental bond indenture. If the Bond Issuer or the Bond Trustee shall so determine, new Bonds so modified as to conform, in the opinion of the Bond Trustee and the Bond Issuer, to any such supplemental bond indenture may be prepared and executed by the Bond Issuer and authenticated and delivered by the Bond Trustee in exchange for Outstanding Bonds.

Section 9.05 Conformity with Trust Indenture Act.

Every amendment of this Bond Indenture and every supplemental bond indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Bond Indenture shall then be qualified under the Trust Indenture Act.

ARTICLE X

Redemption of Bonds

Section 10.01 Optional Redemption by Bond Issuer.

This Bond Indenture does not permit optional redemption of Bonds under any circumstances.

ARTICLE XI

Miscellaneous

Section 11.01 Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Bond Issuer to the Bond Trustee to take any action under any provision of this Bond Indenture, the Bond Issuer shall furnish to the Bond Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Bond 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 Trust Indenture Act) an Independent Certificate from a firm of registered public accountants meeting the applicable requirements of this Section 11.01, 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 Bond 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 Bond Indenture shall include:

(i) 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;

(ii) 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;

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(iii) 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

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

(b) (i) Prior to the deposit of any Collateral or other property or securities with the Bond Trustee that is to be made the basis for the release of any property or securities subject to the Lien of this Bond Indenture, the Bond Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Bond Indenture, furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Bond Issuer of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Bond Issuer is required to furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Bond Issuer shall also deliver to the Bond Trustee an Independent Certificate as to the same matters, if the fair value to the Bond Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Bond Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is ten percent or more of the Outstanding Amount of the Bonds, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Bond Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Bonds.

(iii) Whenever any property or securities are to be released from the Lien of this Bond Indenture other than pursuant to Section 8.02, the Bond Issuer shall also furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Bond Indenture in contravention of the provisions hereof.

(iv) Whenever the Bond Issuer is required to furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Bond Issuer shall also furnish to the Bond Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, or securities released from the Lien of this Bond Indenture (other than pursuant to Section 8.02 hereof) since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10 percent or more of the Outstanding Amount of the Bonds, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Bonds.

(v) Notwithstanding Section 2.11 or any other provision of this Section 11.01, the Bond Issuer may (A) collect, liquidate, sell or otherwise dispose of the Phase-In-Recovery Property and the Phase-In-Recovery Charge as and to the extent permitted or required by the Basic Documents and (B) cause the Bond Trustee to make cash payments out of the Collection Account as and to the extent permitted or required by the Basic Documents.

Section 11.02 Form of Documents Delivered to Bond 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.

55

Any certificate or opinion of an Authorized Officer of the Bond 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 or her certificate or 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 Seller, the Bond Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Bond Issuer or the Administrator, unless such 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.

Whenever in this Bond Indenture, in connection with any application or certificate or report to the Bond Trustee, it is provided that the Bond Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Bond 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 Bond 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 Bond 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.

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

Section 11.03 Acts of Bondholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Bond Indenture to be given or taken by Bondholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such 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 Bond Trustee, and, where it is hereby expressly required, to the Bond Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the 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 Bond Indenture and (subject to Section 6.01) conclusive in favor of the Bond Trustee and the Bond Issuer, if made in the manner provided in this Section 11.03.

(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 Bond Trustee deems sufficient.

(c) The ownership of 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 Bonds shall bind the Holder of every 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 Bond Trustee or the Bond Issuer in reliance thereon, whether or not notation of such action is made upon such Bond.

Section 11.04 Notices.

(a) Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Bond Indenture shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier

56

service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid,

if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee for FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

With a copy to the Administrative Trustee

if to the Bond Issuer, to:

OE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the Bond Trustee or the Certificate Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the Rating Agencies, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Structured Credit Surveillance

E-mail: servicer-report@standardandpoors.com

Telephone: 212-438-8991

and

Moody’s Investors Service, Inc.

25^th Floor, 7 World Trade Center, 250 Greenwich

New York, New York 10007

Attention: ABS/RMBS Monitoring Department

E-mail: ServicerReports@moodys.com

57

and

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: 212-908-0500

Facsimile: 212-908-0355

Section 11.05 Notices to Bondholders: Waiver.

Where this Bond Indenture provides for notice to Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Bondholder affected by such event, at such Bondholder’s 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 Bondholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Bond 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 Bondholders shall be filed with the Bond 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, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Bondholders when such notice is required to be given pursuant to any provision of this Bond Indenture, then any manner of giving such notice as shall be satisfactory to the Bond Trustee shall be deemed to be a sufficient giving of such notice.

Where this Bond 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 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 Bond Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

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

Section 11.07 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 11.08 Successors and Assigns.

58

All covenants and agreements in this Bond Indenture and the Bonds by the Bond Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Bond Trustee in this Bond Indenture shall bind its successors.

Section 11.09 Severability.

In case any provision in this Bond Indenture or in the 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 11.10 Benefits of Bond Indenture.

Nothing in this Bond Indenture or in the Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the 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 Bond Indenture.

Section 11.11 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 Bonds or this Bond 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 11.12 Governing Law.

THIS BOND INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, 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. PURSUANT TO NEW YORK UCC SECTION 8-110(e)(1) AND, TO THE EXTENT APPLICABLE, NEW YORK UCC SECTION 9-304(b)(1), THE STATE OF NEW YORK IS THE JURISDICTION OF THE BOND TRUSTEE, AS BANK OR SECURITIES INTERMEDIARY WITH RESPECT TO ANY SECURITIES ACCOUNT, AND THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION AND THE PRIORITY OF THE SECURITY INTEREST IN THE SECURITIES ACCOUNT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 11.13 Counterparts.

This Bond 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 11.14 Recording of Bond Indenture.

If this Bond Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Bond Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Bond Trustee or any other counsel reasonably acceptable to the Bond Trustee) to the effect that such recording is necessary either for the protection of the Bondholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Bond Trustee under this Bond Indenture.

Section 11.15 Bond Issuer Obligation.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Bond Issuer or the Bond Trustee on the Bonds or under this Bond Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of a membership interest in the Bond Issuer or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Bond Trustee, the managers of the Bond

59

Issuer or any owner of a membership interest in the Bond Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing. Each Bondholder by accepting a Bond specifically confirms the non recourse nature of these obligations and waives and releases all such liability. These waivers and releases are part of the consideration for issuance of the Bonds.

Section 11.16 No Recourse to Bond Issuer.

Notwithstanding any provision of this Bond Indenture or any Supplemental Bond Indenture to the contrary, Bondholders shall have no recourse against the Bond Issuer, but shall look only to the Collateral, with respect to any amounts due to the Bondholders hereunder and under the Bonds. Each Bondholder by accepting a Bond specifically confirms the non recourse nature of these obligations and waives and releases all such liability. These waivers and releases are part of the consideration for issuance of the Bonds.

Section 11.17 Inspection.

The Bond Issuer agrees that, on reasonable prior notice, it will permit any representative of the Bond Trustee, during the Bond Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Bond Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Bond Issuer’s affairs, finances and accounts with the Bond Trustee’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Bond 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 Bond Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Bond Trustee from sources other than the Bond Issuer, provided such parties are rightfully in possession of such information and do not have an obligation of confidentiality, (ii) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) pursuant to any subpoena, civil investigative demand or similar demand or request of any court or regulatory authority exercising its proper jurisdiction, (C) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by this Bond Indenture or the Basic Documents approved in advance by the Bond Issuer or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of the Bond Trustee having a need to know the same, provided that such parties agree to be bound by the confidentiality provisions contained in this Section 11.17, or (iii) any other disclosure authorized by the Bond Issuer.

Section 11.18 No Petition.

The Bond Trustee, by entering into this Bond Indenture, each Holder, by accepting a Bond (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Bond Indenture, acquiesce, petition or otherwise invoke or cause the Bond Issuer or any manager under the LLC Agreement to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Bond Issuer under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or any substantial part of its respective property, or ordering the dissolution, winding up or liquidation of the affairs of the Bond Issuer. Nothing in this paragraph shall preclude, or be deemed to estop, such Holder or the Bond Trustee (A) from taking or omitting to take any action prior to such date in (i) any case or proceeding voluntarily filed or commenced by or on behalf of the Bond Issuer under or pursuant to any such law or (ii) any involuntary case or proceeding pertaining to the Bond Issuer which is filed or commenced by or on behalf of a Person other than such Holder and is not joined in by such Holder (or any person to which such holder shall have assigned, transferred or otherwise conveyed any part of the obligations of the Bond Issuer hereunder) under or pursuant to any such law, or (B) from commencing or prosecuting any legal action which is not an involuntary case or proceeding under or pursuant to any such law against the Bond Issuer or any of its properties.

60

Section 11.19 Securities Intermediary. The Securities Intermediary, in acting under this Bond Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded U.S. Bank National Association, a national banking association, in its capacity as Bond Trustee under this Bond Indenture.

Section 11.20 Trustee Capacities; Affiliated Parties Each of the Bondholders by accepting the Bonds shall be deemed to acknowledge and consent to U.S. Bank Trust National Association acting in the capacity of Delaware Trustee and U.S. Bank National Association acting in the capacities of Bond Trustee and Certificate Trustee.

Section 11.21 Waiver of Jury Trial. EACH OF THE BOND ISSUER AND THE BOND TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS BOND INDENTURE, THE BONDS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.22 Rule 17g-5 Compliance.

(a) The Bond Trustee agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Bond Trustee to any Rating Agency under this Bond Indenture or any other Basic Document to which it is a party for the purpose of determining the initial credit rating of the Bonds or undertaking credit rating surveillance of the Bonds shall be provided, substantially concurrently, to the Servicer for posting on a password-protected website (the “17g-5 Website”). The Servicer shall be responsible for posting all of the information on the 17g-5 Website.

(b) The Bond Trustee will not be responsible for creating or maintaining the 17g-5 Website, posting any information to the 17g-5 Website or assuring that the 17g-5 Website complies with the requirements of this Bond Indenture, Rule 17g-5 or any other law or regulation. In no event shall the Bond Trustee be deemed to make any representation in respect of the content of the 17g-5 Website or compliance by the 17g-5 Website with this Bond Indenture, Rule 17g-5 or any other law or regulation. The Bond Trustee shall have no obligation to engage in or respond to any oral communications with respect to the transactions contemplated hereby, any transaction documents relating hereto or in any way relating to the Bonds or for the purposes of determining the initial credit rating of the Bonds or undertaking credit rating surveillance of the Bonds with any Rating Agency or any of its respective officers, directors or employees. The Bonds Trustee shall not be responsible or liable for the dissemination of any identification numbers or passwords for the 17g-5 Website, including by the Servicer, the Rating Agencies, a nationally recognized statistical rating organization (“NRSRO”), any of their respective agents or any other party. Additionally, the Bond Trustee shall not be liable for the use of the information posted on the 17g-5 Website, whether by the Servicer, the Rating Agencies, an NRSRO or any other third party that may gain access to the 17g-5 Website or the information posted thereon.

61

IN WITNESS WHEREOF, the Bond Issuer and the Bond Trustee have caused this Bond 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.

OE FUNDING LLC, as Bond Issuer,
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	President and Treasurer
U.S. BANK NATIONAL ASSOCIATION, as Bond Trustee and Securities Intermediary,
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

Signature Page to Bond Indenture

STATE OF OHIO	§
	§
COUNTY OF SUMMIT	§

On the 17^th day of June, 2013, before me, a Notary Public in and for said county and state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person and officer whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument OE Funding LLC, a Delaware limited liability company and the entity upon which the person acted, executed this instrument.

WITNESS my hand and official seal.

/s/ Michele A. Buchtel

Notary Public

My commission expires: August 28, 2016

[Notarial Seal State of Ohio] Michele A. Buchtel Resident Summit County Notary Public, State of Ohio My Commission Expires: 08/28/2016

Signature Page to Bond Indenture

STATE OF ILLINOIS	§
	§
COUNTY OF COOK	§

On the 18th day of June, 2013, before me, a Notary Public in and for said county and state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person and officer whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, U.S. Bank National Association, a national banking association, and the entity upon which the person acted, executed this instrument.

WITNESS my hand and official seal.

/s/ Erika Forshtay

Notary Public

My commission expires: 12.8.2014

OFFICIAL SEAL

ERIKA FORSHTAY

Notary Public • State of Illinois

My Commission Expires Dec 8, 2014

Signature Page to Bond Indenture

SCHEDULE A

Expected Amortization Schedule

Semiannual Payment Date	Tranche A-1 Balance		Tranche A-2 Balance		Tranche A-3 Balance
Tranche Size	$	35,690,000	$	10,202,000	$	123,612,000
Date
Closing Date	$	35,690,000	$	10,202,000	$	123,612,000
1/2014		22,811,220		10,202,000		123,612,000
7/2014		8,025,370		10,202,000		123,612,000
1/2015		5,977,864		10,202,000		123,612,000
7/2015		4,279,375		10,202,000		123,612,000
1/2016		2,568,633		10,202,000		123,612,000
7/2016		855,106		10,202,000		123,612,000
1/2017		—		9,347,183		123,612,000
7/2017		—		7,639,593		123,612,000
1/2018		—		5,934,136		123,612,000
7/2018		—		4,228,985		123,612,000
1/2019		—		2,523,264		123,612,000
7/2019		—		831,598		123,612,000
1/2020		—		—		122,779,605
7/2020		—		—		121,138,425
1/2021		—		—		119,481,165
7/2021		—		—		117,738,548
1/2022		—		—		113,700,157
7/2022		—		—		109,638,027
1/2023		—		—		105,524,817
7/2023		—		—		101,398,577
1/2024		—		—		97,247,384
7/2024		—		—		92,994,684
1/2025		—		—		88,698,524
7/2025		—		—		84,298,355
1/2026		—		—		79,852,183
7/2026		—		—		75,299,416
1/2027		—		—		70,698,012
7/2027		—		—		65,987,335
1/2028		—		—		61,225,298
7/2028		—		—		56,351,217
1/2029		—		—		51,422,957
7/2029		—		—		46,379,785
1/2030		—		—		41,279,518
7/2030		—		—		36,061,372
1/2031		—		—		30,783,112
7/2031		—		—		25,383,903
1/2032		—		—		19,921,457
7/2032		—		—		14,334,884
1/2033		—		—		8,681,842
7/2033		—		—		2,901,386
1/2034		—		—		—
7/2034		—		—		—
1/2035		—		—		—
7/2035		—		—		—

A-1

EXHIBIT A-1

FORM OF SALE AGREEMENT

[Attached]

EXHIBIT A-2

FORM OF SERVICING AGREEMENT

[Attached]

EXHIBIT B

FORM OF BOND

REGISTERED NO. [                    ] $[                             ]

SEE REVERSE FOR CERTAIN DEFINITIONS

THE PRINCIPAL OF THIS TRANCHE A-[            ] BOND WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE A-[            ] BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE HOLDER OF THIS BOND HAS NO RECOURSE TO THE BOND ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE COLLATERAL, AS DESCRIBED IN THE BOND INDENTURE, FOR PAYMENT OF ANY AMOUNTS DUE HEREUNDER. ALL OBLIGATIONS OF THE BOND ISSUER OF THIS TRANCHE A-[            ] BOND UNDER THE TERMS OF THE BOND INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN THE BOND INDENTURE. THE HOLDER OF THIS TRANCHE A-[            ] BOND HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE TRANCHE A-[ ] BONDS, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE BOND ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES. NOTHING IN THIS PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE BOND ISSUER UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE BOND ISSUER WHICH IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE BOND ISSUER HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW, OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION WHICH IS NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST THE BOND ISSUER OR ANY OF ITS PROPERTIES.

OE FUNDING LLC BONDS

TRANCHE A-[    ] BOND

Interest Rate	Original Principal Amount	Final Maturity Date
[    ]%	$[                             ]

PRINCIPAL AMOUNT:

OE Funding LLC, a limited liability company formed and existing under the laws of the State of Delaware (herein referred to as the “Bond Issuer”), for value received, hereby promises to pay to FirstEnergy Ohio PIRB Special Purpose Trust 2013, or registered assigns, the Original Principal Amount shown above in semiannual installments on the Payment Dates and in the amounts specified on the reverse hereof or, if less, the amounts determined pursuant to Section 8.02 of the Bond Indenture, in each year, commencing on the date determined as provided on the reverse hereof and ending on or before the Final Maturity Date and to pay interest, at the Interest Rate shown above, on each January 15 and July 15 or if any such day is not a Business Day, the next succeeding Business Day, commencing on January 15, 2014 and continuing until the earlier of the

B-1

payment of the principal hereof or the Final Maturity Date (each a “Payment Date”), on the principal amount of this Tranche A-[                    ] Bond. Interest on this Tranche A-[    ] Bond will accrue for each Payment Date from 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 June 20, 2013. 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 A-[    ] Bond shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Tranche A-[    ] 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 Bond Issuer with respect to this Tranche A-[    ] Bond shall be applied first to interest due and payable on this Tranche A-[    ] Bond as provided above and then to the unpaid principal of this Tranche A-[    ] Bond, all in the manner set forth in Section 8.02 of the Bond Indenture.

Reference is made to the further provisions of this Tranche A-[    ] Bond set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Tranche A-[    ] Bond.

The Holder of this Tranche A-[    ] Bond by the acceptance hereof agrees to be bound by the terms of the Bond Indenture.

Unless the certificate of authentication hereon has been executed by the Bond Trustee whose name appears below by manual signature, this Tranche A-[    ] Bond shall not be entitled to any benefit under the Bond Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Bond Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: June 20, 2013

OE FUNDING LLC

By:

Name: Steven R. Staub

Title: Vice President and Treasurer

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BOND TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated: June 20, 2013

This is one of the Bonds referred to in the within-mentioned Bond Indenture.

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as Bond Trustee,

By:

Name: Melissa Rosal

Title: Vice President

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[REVERSE OF BOND]

This Tranche A-[    ] Bond is one of a duly authorized issue of Bonds of the Bond Issuer, designated as its OE Funding LLC Bonds (herein called the “Bonds”), issuable in one or more Tranches, and further designated as a Tranche A-[    ] Bond (collectively with all other Tranche A-[    ] Bonds of this issue, the “Tranche A-[    ] Bonds”), all issued under a Bond Indenture dated as of June 20, 2013 (the “Bond Indenture”), between the Bond Issuer and U.S Bank National Association, as Bond Trustee (the “Bond Trustee,” which term includes any successor trustee under the Bond Indenture), to which Bond Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Bond Issuer, the Bond Trustee and the Holders of the Bonds. All terms used in this Tranche A-[    ] Bond that are defined in the Bond Indenture, as supplemented or amended, shall have the meanings assigned to them in the Bond Indenture, as supplemented or amended.

The Tranche A-[    ] Bonds and the other Tranches of Bonds issued by the Bond Issuer are and will be equally and ratably secured by the Collateral, as provided in the Bond Indenture.

The principal of this Tranche A-[    ] Bond shall be payable on each Payment Date only to the extent that amounts in the 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 Amortization Schedule which is attached to the Bond Indenture as Schedule A, unless payable earlier either because an Event of Default shall have occurred and be continuing and the Bond Trustee or the Holders of Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in accordance with Section 5.02 of the Bond 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 of the Bond Indenture. The entire unpaid principal amount of this Tranche A-[    ] Bond shall be due and payable on the Final Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Bonds shall be due and payable, if not then previously paid, on the date on which an Event of Default shall have occurred and be continuing and the Bond Trustee or the Holders of the Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Bond Indenture. All principal payments on the Tranche A-[    ] Bonds shall be made pro rata to the Tranche A-[    ] Bondholders entitled thereto based on the respective principal amounts of the Tranche A-[    ] Bonds held by them.

Payments of interest on this Tranche A-[    ] Bond due and payable on each Payment Date, together with the installment of principal shall be made by check mailed first-class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche A-[    ] Bond (or one or more Predecessor Bonds) on the Bond Register as of the close of business on the Record Date, except that with respect to Bonds registered on the Record Date in the name of the Certificate Trustee, payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal payable with respect to this Tranche A[    ] Bond on a Payment Date which 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 on the Bond Register as of the applicable Record Date without requiring that this Tranche A-[    ] Bond be submitted for notation of payment. Any reduction in the principal amount of this Tranche A-[    ] Bond (or any one or more Predecessor Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Tranche A-[ ] Bond and of any 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 Bond Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche A-[    ] Bond on a Payment Date, then the Bond Trustee, in the name of and on behalf of the Bond Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of this Tranche A-[    ] Bond and shall specify the place where this Tranche A-[    ] Bond may be presented and surrendered for payment of such installment.

The Bond Issuer shall pay interest on overdue installments of interest at the Bond Interest Rate to the extent lawful.

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As provided in the Bond Indenture and subject to certain limitations set forth therein, the transfer of this Tranche A-[    ] Bond may be registered on the Bond Register upon surrender of this Tranche A-[    ] Bond for registration of transfer at the office or agency designated by the Bond Issuer pursuant to the Bond Indenture, duly endorsed by, or accompanied by (a) a written instrument of transfer in form satisfactory to the Bond Trustee duly executed by the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Bond Trustee, and (b) such other documents as the Bond Trustee may require, and thereupon one or more new Tranche A-[    ] Bonds of Minimum Denominations and in the same aggregate 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 A-[    ] 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 such registration of transfer or exchange, other than exchanges pursuant to Section 2.04 of the Bond Indenture not involving any transfer.

Each Bondholder, by acceptance of a Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Bond Issuer or the Bond Trustee on the Bonds or under the Bond Indenture or any certificate or other writing delivered in connection therewith, against (i) any owner of a limited liability company interest in the Bond Issuer or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Bond Trustee, the managers of the Bond Issuer or any owner of a membership interest in the Bond Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing.

Prior to the due presentment for registration of transfer of this Tranche A-[    ] Bond, the Bond Issuer, the Bond Trustee and any agent of the Bond Issuer or the Bond Trustee may treat the Person in whose name this Tranche A-[    ] Bond is registered (as of the day of determination) as the owner hereof for the purpose of receiving payments of principal of and interest on this Tranche A-[    ] Bond and for all other purposes whatsoever, whether or not this Tranche A-[    ] Bond be overdue, and neither the Bond Issuer, the Bond Trustee nor any such agent shall be affected by notice to the contrary.

The Bond Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Bond Issuer and the rights of the Holders of the Bonds under the Bond Indenture at any time by the Bond Issuer with the consent of the Holders of Bonds representing a majority of the Outstanding Amount of all Bonds at the time Outstanding of each Tranche to be affected. The Bond Indenture also contains provisions permitting the Holders of Bonds representing specified percentages of the Outstanding Amount of the Bonds, on behalf of the Holders of all the Bonds, to waive compliance by the Bond Issuer with certain provisions of the Bond Indenture and certain past defaults under the Bond Indenture and their consequences. Any such consent or waiver by the Holder of this Tranche A-[    ] Bond (or any one of more Predecessor Bonds) shall be conclusive and binding upon such Holder and upon all future Holders of this Tranche A-[    ] Bond and of any 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 A-[    ] Bond. The Bond Indenture also permits the Bond Trustee to amend or waive certain terms and conditions set forth in the Bond Indenture without the consent of Holders of the Bonds issued thereunder.

The term “Bond Issuer” as used in this Tranche A-[    ] Bond includes any successor to the Bond Issuer under the Bond Indenture.

The Bond Issuer is permitted by the Bond Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Bond Trustee and the Holders of Bonds under the Bond Indenture.

The Tranche A-[    ] Bonds are issuable only in registered form in denominations as provided in the Bond Indenture, subject to certain limitations therein set forth.

This Tranche A-[    ] Bond and the Bond Indenture shall be construed in accordance with the laws of the State of Ohio, 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.

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No reference herein to the Bond Indenture and no provision of this Tranche A-[    ] Bond or of the Bond Indenture shall alter or impair the obligation of the Bond Issuer, which is absolute and unconditional, to pay the principal of and interest on this Tranche A-[    ] Bond at the times, place, and rate, and in the coin or currency herein prescribed.

The Holder of this Tranche A-[    ] Bond by the acceptance hereof agrees that, notwithstanding any provision of the Bond Indenture to the contrary, the Holder shall have no recourse against the Bond Issuer, but shall look only to the Collateral, with respect to any amounts due to the Holder under this Tranche A-[    ] Bond.

Subject to and in accordance with the terms of the Bond Indenture and pursuant to Section 4928.2315 of the Statute, the State of Ohio has pledged and agreed with the Bond Issuer and the Holders of the Bonds (the “State Pledge”), as follows:

“The state pledges to and agrees with the bondholders, any assignee, and any financing parties under a final financing order that the state will not take or permit any action that impairs the value of phase-in-recovery property under the final financing order or revises the phase-in costs for which recovery is authorized under the final financing order or, except as allowed under section 4928.238 of the Revised Code, reduce, alter, or impair phase-in-recovery charges that are imposed, charged, collected, or remitted for the benefit of the bondholders, any assignee, and any financing parties, until any principal, interest, and redemption premium in respect of phase-in-recovery bonds, all financing costs, and all amounts to be paid to an assignee or financing party under an ancillary agreement are paid or performed in full.”

B-7

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 A-[    ] Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Tranche A-[    ] 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 A-[    ] Bond in every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED

BY BOND TRUSTEE IN ASSESSMENT OF COMPLIANCE

Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
	General Servicing Considerations
1122(d)(1)(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.
1122(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-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.

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Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
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; (B) 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
	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.
1122(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.

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Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
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.

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EX-4.5

EXHIBIT 4.5

Execution Version

TE FUNDING LLC

as Bond Issuer

and

U.S. BANK NATIONAL ASSOCIATION,

as Bond Trustee and Securities Intermediary

BOND INDENTURE

Dated as of June 20, 2013

$43,372,000

TE FUNDING LLC BONDS

TABLE OF CONTENTS

ARTICLE I

Definitions and Incorporation by Reference

		Page
Section 1.01	Definitions		2
Section 1.02	Incorporation by Reference of Trust Indenture Act		9
Section 1.03	Rules of Construction		10
	ARTICLE II The Bonds
Section 2.01	Terms of the Bonds		10
Section 2.02	Form		11
Section 2.03	Execution, Authentication and Delivery		12
Section 2.04	Temporary Bonds		12
Section 2.05	Registration; Registration of Transfer and Exchange		12
Section 2.06	Mutilated, Destroyed, Lost or Stolen Bonds		13
Section 2.07	Persons Deemed Owner		14
Section 2.08	Payment of Principal and Interest; Interest on Overdue Principal; Principal and Interest Rights Preserved		14
Section 2.09	Cancellation		15
Section 2.10	Authentication and Delivery of Bonds		15
Section 2.11	Release of Collateral		18
Section 2.12	Tax Treatment		18
Section 2.13	State Pledge		19
Section 2.14	Security Interest		19
	ARTICLE III Covenants
Section 3.01	Payment of Principal and Interest		20
Section 3.02	Maintenance of Office or Agency		20
Section 3.03	Money for Payments To Be Held in Trust		20
Section 3.04	Existence		21
Section 3.05	Protection of Collateral		21
Section 3.06	Opinions as to Collateral		22
Section 3.07	Performance of Obligations; Servicing; Commission Filings		23
Section 3.08	Negative Covenants		25
Section 3.09	Annual Statement as to Compliance		25
Section 3.10	Bond Issuer May Consolidate, etc., Only on Certain Terms		26
Section 3.11	Successor or Transferee		27
Section 3.12	No Other Business		27
Section 3.13	No Borrowing		27
Section 3.14	Servicer’s Obligations		27
Section 3.15	No Additional Bonds		27
Section 3.16	Guarantees, Loans, Advances and Other Liabilities		27
Section 3.17	Capital Expenditures		28
Section 3.18	Intentionally Omitted		28
Section 3.19	Restricted Payments		28
Section 3.20	Notice of Events of Default		28
Section 3.21	Further Instruments and Acts		28
Section 3.22	Change in Chief Executive Office or Jurisdiction of Organization		28

i

	ARTICLE IV Satisfaction and Discharge; Defeasance
Section 4.01	Satisfaction and Discharge of Bond Indenture; Defeasance	28
Section 4.02	Conditions to Defeasance	29
Section 4.03	Application of Trust Money	30
Section 4.04	Repayment of Moneys Held by Paving Agent	30
	ARTICLE V Remedies
Section 5.01	Events of Default	31
Section 5.02	Acceleration of Maturity; Rescission and Annulment	32
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Bond Trustee	32
Section 5.04	Remedies; Priorities	34
Section 5.05	Optional Possession of the Collateral	34
Section 5.06	Limitation of Suits	34
Section 5.07	Unconditional Rights of Bondholders To Receive Principal and Interest	35
Section 5.08	Restoration of Rights and Remedies	35
Section 5.09	Rights and Remedies Cumulative	35
Section 5.10	Delay or Omission Not a Waiver	35
Section 5.11	Control by Bondholders	36
Section 5.12	Waiver of Past Defaults	36
Section 5.13	Undertaking for Costs	36
Section 5.14	Waiver of Stay or Extension Laws	37
Section 5.15	Action on Bonds	37
Section 5.16	Performance and Enforcement of Certain Obligations	37
	ARTICLE VI The Bond Trustee
Section 6.01	Duties of Bond Trustee	38
Section 6.02	Rights of Bond Trustee	39
Section 6.03	Individual Rights of Bond Trustee	40
Section 6.04	Bond Trustee’s Disclaimer	41
Section 6.05	Notice of Defaults	41
Section 6.06	Reports by Bond Trustee to Holders	41
Section 6.07	Compensation and Indemnity	42
Section 6.08	Replacement of Bond Trustee and Securities Intermediary	43
Section 6.09	Successor Bond Trustee by Merger	44
Section 6.10	Appointment of Co-Trustee or Separate Trustee	44
Section 6.11	Eligibility; Disqualification	45
Section 6.12	Preferential Collection of Claims Against Bond Issuer	45
Section 6.13	Representations and Warranties of Bond Trustee	45
Section 6.14	Custody of Collateral	45
	ARTICLE VII Bondholders’ Lists and Reports
Section 7.01	Bond Issuer To Furnish Bond Trustee Names and Addresses of Bondholders	46
Section 7.02	Preservation of Information: Communications to Bondholders	46
Section 7.03	Reports by Bond Issuer	46
Section 7.04	Reports by Bond Trustee	47

ii

	ARTICLE VIII Accounts, Disbursements and Releases
Section 8.01	Collection of Money	47
Section 8.02	Collection Account	47
Section 8.03	General Provisions Regarding the Collection Account	50
Section 8.04	Release of Collateral	51
Section 8.05	Opinion of Counsel	51
Section 8.06	Reports by Independent Registered Accountants	51
	ARTICLE IX Supplemental Bond Indentures
Section 9.01	Supplemental Bond Indentures Without Consent of Bondholders	52
Section 9.02	Supplemental Bond Indentures with Consent of Bondholders	52
Section 9.03	Execution of Supplemental Bond Indentures	53
Section 9.04	Effect of Supplemental Bond Indenture	54
Section 9.05	Conformity with Trust Indenture Act	54
	ARTICLE X Redemption of Bonds
Section 10.01	Optional Redemption by Bond Issuer	54
	ARTICLE XI Miscellaneous
Section 11.01	Compliance Certificates and Opinions, etc.	54
Section 11.02	Form of Documents Delivered to Bond Trustee	55
Section 11.03	Acts of Bondholders	56
Section 11.04	Notices	56
Section 11.05	Notices to Bondholders: Waiver	58
Section 11.06	Conflict with Trust Indenture Act	58
Section 11.07	Effect of Headings and Table of Contents	58
Section 11.08	Successors and Assigns	58
Section 11.09	Severability	59
Section 11.10	Benefits of Bond Indenture	59
Section 11.11	Legal Holidays	59
Section 11.12	Governing Law	59
Section 11.13	Counterparts	59
Section 11.14	Recording of Bond Indenture	59
Section 11.15	Bond Issuer Obligation	59
Section 11.16	No Recourse to Bond Issuer	60
Section 11.17	Inspection	60
Section 11.18	No Petition	60
Section 11.19	Securities Intermediary	61
Section 11.20	Trustee Capacities; Affiliated Parties	61
Section 11.21	Waiver of Jury Trial.	61
Section 11.22	Rule 17g-5 Compliance.	61

iii

SIGNATURE PAGE

SCHEDULE A	—	Expected Amortization Schedule
EXHIBIT A-1	—	Form of Sale Agreement
EXHIBIT A-2	—	Form of Servicing Agreement
EXHIBIT B	—	Form of Bond
EXHIBIT C	—	Servicing Criteria to be Addressed by Bond Trustee in Assessment of Compliance

iv

TRUST INDENTURE ACT CROSS REFERENCE TABLE

TIA SECTION		INDENTURE SECTION
310	(a)(1)	6.11
	(a)(2)	6.11
	(a)(3)	6.10(b)(i)
	(a)(4)	N/A
	(a)(5)	6.11
	(b)	6.11
311	(a)	6.12
	(b)	6.12
312	(a)	7.01 and 7.02
	(b)	7.02(b)
	(c)	7.02(c)
313	(a)	7.04
	(b)(1)	7.04
	(b)(2)	7.04
	(c)	7.04
	(d)	7.04
314	(a)	3.09, 4.01, and 7.03(a)
	(b)	3.06 and 4.01
	(c)(1)	2.10, 4.01, 8.04(b) and 11.01(a)
	(c)(2)	2.10, 4.01, 8.04(b) and 11.01(a)
	(c)(3)	2.10, 4.01 and 11.01(a)
	(d)	2.10, 8.04(b) and 11.01(b)
	(e)	11.01(a)
	(f)	11.01(a)
315	(a)	6.01(b)(i) and (ii)
	(b)	6.05
	(c)	6.01 (a)
	(d)	6.01(c)(i)-(iii)
	(e)	5.13
316	(a) (last sentence)	1.01 (definition of “Outstanding”)
	(a)(1)(A)	5.11

v

TIA SECTION		INDENTURE SECTION
	(a)(1)(B)	5.12
	(a)(2)	N/A
	(b)	5.07
	(c)	1.01 (definition of “Record Date”)
317	(a)(1)	5.03(a), (b) and (c)
	(a)(2)	5.03(d)(i)
	(b)	3.03
318	(a)	11.06
	(b)	11.06
	(c)	11.06

** “N/A” shall mean “not applicable.”

THIS CROSS REFERENCE TABLE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE

PART OF THIS INDENTURE.

vi

BOND INDENTURE dated effective as of June 20, 2013, between 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”).

RECITALS

The Bond Issuer has duly authorized the execution and delivery of this Bond Indenture to provide for the issuance of its Bonds with an aggregate principal amount of $43,372,000 and the Bond Issuer and the Bond Trustee are executing and delivering this Bond Indenture in order to provide for the issuance of the Bonds.

GRANTING CLAUSE

The Bond Issuer hereby Grants to the Bond Trustee at the Issuance Date, as Bond Trustee for the benefit of the Holders of the Bonds and the Bond Trustee, all of the Bond Issuer’s right, title and interest in and to (a) the Phase-In-Recovery Property (created by Sections 4928.232, 4928.234 and 4928.2312 of the Statute and paragraph VI.A(6) of the Financing Order) transferred by the Seller to the Bond Issuer pursuant to the Sale Agreement and all proceeds thereof, (b) the Statutory Lien, (c) the Sale Agreement, (d) the Servicing Agreement, (e) the Administration Agreement, (f) the Collection Account (including all subaccounts thereof) and all amounts or investment property on deposit therein or credited thereto from time to time, (g) all other property of whatever kind owned from time to time by the Bond Issuer, including accounts, general intangibles, equipment, deposit accounts, securities accounts and inventory, (h) the security interest with respect to the Phase-In-Recovery Property granted by the Seller to the Bond Issuer in the Sale Agreement, (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and 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 thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, securities 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 and (j) all proceeds of the foregoing (collectively, the “Collateral”; it being understood that the following do not constitute Collateral: (i) amounts required to be released pursuant to or contemplated by the terms hereof and (ii) proceeds from the sale of the Bonds required to pay the purchase price of the Phase-In-Recovery Property paid pursuant to the Sale Agreement and the costs of issuance with respect to the Bonds or an allocable portion of the Certificates as set forth on the flow of funds memorandum delivered on the Issuance Date (together with any interest earnings thereon), it being understood that such amounts described in clauses (i) and (ii) above shall not be subject to Section 3.19.

The foregoing Grants are made to the Bond Trustee in trust to secure the payment of principal of, interest on, and all other amounts (which shall include all amounts payable to the Bond Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents) owing in respect of, the Bonds, including all amounts payable to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture, the Certificate Indenture, the Fee and Indemnity Agreement and the other Basic Documents, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Bond Indenture, and to secure compliance with the provisions of this Bond Indenture with respect to the Bonds, all as provided in this Bond Indenture (collectively, the “Secured Obligations”). This Bond Indenture constitutes a security agreement within the meaning of the UCC or the Statute to the extent that, under Ohio law, the provisions of the UCC or the Statute are applicable hereto.

The Bond Trustee, as trustee on behalf of the Holders of the Bonds and as agent for itself, acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform its duties specifically required herein.

AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all 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 Bond Issuer, for itself and any successor, does hereby covenant and agree to and with the Bond Trustee and its successors in said trust, for the benefit of the Holders and the Bond Trustee, as follows:

ARTICLE I

Definitions and Incorporation by Reference

Section 1.01 Definitions.

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Bond Indenture.

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

“Administration Agreement” means the Administration Agreement dated as of June 20, 2013, between The Toledo Edison Company, as Administrator, and the Bond Issuer, as the same may be amended and supplemented from time to time.

“Administration Fee” means the fee payable to the Administrator pursuant to the Administration Agreement.

“Administrative Trustee” means The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, collectively (in each case, in its capacity as a servicer).

“Administrator” means The Toledo Edison Company, an Ohio corporation, or any successor Administrator under the Administration Agreement.

“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 the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authorized Officer” means, with respect to the Bond Issuer, any officer of the Bond Issuer who is authorized to act for the Bond Issuer in matters relating to the Bond Issuer and who is identified on the list of Authorized Officers delivered by the Bond Issuer to the Bond Trustee on the Issuance Date (as such list may be modified or supplemented by the Bond Issuer from time to time thereafter).

“Basic Documents” means, collectively, this Bond Indenture, the Certificate Indenture, the Declaration of Trust, the Sale Agreement, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Fee and Indemnity Agreement, the Cross-Indemnity Agreement and the Underwriting Agreement.

“Bondholder” or “Holder” means the Person in whose name a Bond is registered on the Bond Register.

“Bond Indenture” or “this Bond Indenture” means this instrument as originally executed and, as from time to time supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, as so supplemented or amended, or both, and shall include the forms and terms of the Bonds established hereunder.

“Bond Interest Rate” means, with respect to any Tranche of Bonds, the Bond Interest Rate therefor, as specified in Section 2.01(b).

“Bond Issuer” means the party named as such in this Bond Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the Trust Indenture Act, each other obligor on the Bonds.

2

“Bond Purchase Agreement” has the meaning set forth in the Certificate Indenture.

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

“Bonds” has the meaning specified in Section 2.01(a).

“Bond Trustee” means U.S. Bank National Association, as Bond Trustee under this Bond Indenture, or any successor Bond Trustee under this Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Chicago, Illinois, St. Paul, Minnesota, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Cap” has the meaning specified in Section 8.02(e).

“Capital Subaccount” has the meaning set forth in Section 8.02(a).

“Certificate Indenture” means the Certificate Indenture dated as of June 20, 2013, between the Certificate Issuer and the Certificate Trustee, as the same may be further amended and supplemented from time to time.

“Certificate Issuer” has the meaning set forth in the Certificate Indenture.

“Certificate Trustee” means the Person acting as certificate trustee under the Certificate Indenture.

“Certificates” has the meaning set forth in the Certificate Indenture.

“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 Granting Clause of this Bond Indenture.

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

“Corporate Trust Office” means the office of the Bond Trustee at which at any particular time this Bond Indenture shall be administered, which office at the date of the execution of this Bond Indenture is located at 190 South LaSalle Street, 7^th Floor, Mail Code MK-IL-SL 7R, Chicago, IL 60603, Attention: FirstEnergy Ohio PIRB Special Purpose Trust 2013, or at such other address as the Bond Trustee may designate from time to time by notice to the Bondholders and the Bond Issuer, or the principal corporate trust office of any successor Bond Trustee (the address of which the successor Bond Trustee will notify the Bondholders and the Bond Issuer).

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

“Cross-Indemnity Agreement” means the Cross-Indemnity Agreement dated as of June 20, 2013 between the Bond Issuer and CEI Funding LLC and OE Funding LLC, as the same may be amended and supplemented from time to time.

“Declaration of Trust” has the meaning set forth in the Certificate Indenture.

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

“Delaware Trustee” means the Person acting as Delaware trustee under the Declaration of Trust.

“Delaware UCC” means the Delaware Uniform Commercial Code.

3

“DTC Agreement” has the meaning set forth in the Certificate Indenture.

“Eligible Account” means a segregated trust account with an Eligible Institution.

“Eligible Institution” means (a) the corporate trust department of the Bond Trustee so long as any securities of the Bond Trustee have either a short-term credit rating from Moody’s of at least “P-1” or a long-term unsecured debt rating from Moody’s of at least “A2” and have a credit rating from each other rating agency in one of its generic categories which signifies investment grade, or (b) a depository institution organized under the laws of the United States of America, any State or the District of Columbia (or any domestic branch of a foreign bank), (i) which has either (A) a long-term issuer rating of “AA-” or higher by Standard & Poor’s and “A2” or higher by Moody’s, and, if rated by Fitch, the equivalent of the lower of those two ratings by Fitch, or (B) a short-term issuer rating of “A-1+” or higher by Standard & Poor’s and “P-1” or higher by Moody’s, and, if Fitch provides a rating thereon, “F1+” by Fitch, or any other long-term, short-term or certificate of deposit rating acceptable to Standard & Poor’s and Moody’s and (ii) whose deposits are insured by the FDIC. If so qualified under clause (b) above, the Bond Trustee may be considered an Eligible Institution for the purposes of clause (a) of the definition of Eligible Account.

“Eligible Investments” mean instruments and investment property denominated in United States currency which mature on or before the business day preceding the next payment date and meet the criteria described below:

(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 and bankers’ acceptances of Eligible Institutions (including the Bond Trustee in its commercial capacity);

(c) commercial paper (other than commercial paper of The Cleveland Electric Illuminating Company, Ohio Edison Company or The Toledo Edison Company and their respective affiliates) having, at the time of the investment or contractual commitment, a rating of not less than “A-1” from Standard & Poor’s, not less than “P-1” by Moody’s and not less than “F1” by Fitch (including commercial paper issued by the Bond Trustee);

(d) money market funds which have the highest rating from each of the Rating Agencies from which a rating is available (including funds for which the Bond Trustee or any of its Affiliates is an investment manager or advisor);

(e) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or certain of its agencies or instrumentalities, entered into with Eligible Institutions;

(f) repurchase obligations with respect to any security or whole loan entered into with an Eligible Institution or a registered broker-dealer, acting as principal and that meets certain ratings criteria set forth below:

(i) a broker/dealer (acting as principal) registered as a broker or dealer under Section 15 of the Exchange Act (any broker/dealer being referred to in this definition as a “broker/dealer”), the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and, if Fitch provides a rating thereon, “F-1+” by Fitch, and the long-term debt obligations of which are rated at least “Aa3” by Moody’s, in each case at the time of entering into this repurchase obligation, or

(ii) an unrated broker/dealer acting as principal, that is a wholly-owned subsidiary of a non-bank or bank holding company the unsecured short-term debt obligations of which are rated at least “P-1” by Moody’s, “A-1+” by Standard & Poor’s and, if Fitch provides a rating thereon, “F-1+” by Fitch, and the long-term debt obligations of which are rated at least “Aa3” by Moody’s, in each case at the time of purchase so long as the obligations of such unrated broker/dealer are unconditionally guaranteed by such non-bank or bank holding company; and

(g) any other investment permitted by each of the Rating Agencies.

4

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

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

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

“Expected Amortization Schedule” means, with respect to each Tranche of Bonds, the schedule attached as Schedule A hereto.

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

“Fee and Indemnity Agreement” means the fee and indemnity agreement dated as of June 20, 2013, among the Bond Issuer, CEI Funding LLC and OE Funding LLC, the Delaware Trustee, the Certificate Trustee and the Certificate Issuer.

“Final Maturity Date” means, with respect to any Tranche of Bonds, the Final Maturity Date therefor, as specified in Section 2.01(b).

“financial asset” has the meaning given such term in Section 8-102(a)(9) of the UCC.

“Financing Costs” has the meaning specified in Section 4928.23(E) of the Statute and the Financing Order.

“Fitch” means Fitch Ratings, or its successor.

“General Subaccount” has the meaning set forth in Section 8.02(a).

“Grant” means mortgage, pledge, collaterally assign and grant a Lien upon and a security interest pursuant to this Bond 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 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.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Bond Issuer, any other obligor upon the Bonds, the Seller, the Servicer 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 Bond Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with the Bond Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions (other than service as an Independent director of CEI Funding LLC or OE Funding LLC).

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

“investment property” has the meaning given such term in the UCC.

“Issuance Date” has the meaning set forth in Section 2.01(c)(i).

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

5

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

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

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of TE Funding LLC, dated as of June 20, 2013, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Member” means The Toledo Edison Company.

“Minimum Denomination” means $100,000 or in integral multiples of $1,000 in excess thereof.

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

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Bond Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to the Bond Trustee.

“Ohio UCC” means the Ohio Uniform Commercial Code.

“Operating Expenses” means all fees, costs and expenses of, and indemnities owed by, the Bond Issuer, including all amounts owed by the Bond Issuer to the Bond Trustee, the Certificate Issuer, the Certificate Trustee, the Delaware Trustee, CEI Funding LLC, OE Funding LLC and the Rating Agencies, the Servicing Fee, the Administration Fee, any fees, costs and expenses payable or reimbursable by the Bond Issuer to the Administrator, Seller or Servicer and legal and accounting fees, taxes, costs and expenses of the Bond Issuer and the Certificate Issuer that are allocable to the Bond Issuer.

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Bond Indenture, be an employee of or counsel to the Bond Issuer and who shall be reasonably satisfactory to the Bond Trustee, and which opinion or opinions shall be addressed to the Bond Trustee, as trustee, shall comply with any applicable requirements of Section 11.01, and shall be in form and substance reasonably satisfactory to the Bond Trustee.

“Outstanding” means, as of the date of determination, all Bonds theretofore authenticated and delivered under this Bond Indenture except:

(b) Bonds theretofore cancelled by the Bond Registrar or delivered to the Bond Registrar for cancellation;

(c) Bonds or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Bond Trustee or any Paying Agent in trust for the Holders of such Bonds; and

(d) Bonds in exchange for or in lieu of other Bonds which have been authenticated and delivered pursuant to this Bond Indenture unless proof satisfactory to the Bond Trustee is presented that any such Bonds are held by a bona fide purchaser; provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Bonds or any Tranche thereof have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Bonds owned by the Bond Issuer, any other obligor upon the Bonds, the Seller or any Affiliate of any of the foregoing Persons (other than the Certificate Issuer, the Delaware Trustee or the Certificate Trustee) shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Bond Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds that the Bond Trustee actually knows to be so owned shall be so disregarded. Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Bond Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee is not the Bond Issuer, any other obligor upon the Bonds, the Seller or any Affiliate of any of the foregoing Persons (other than the Certificate Issuer, the Delaware Trustee or the Certificate Trustee).

6

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

“Paying Agent” means the Bond Trustee or any other Person that meets the eligibility standards for the Bond Trustee specified in Section 6.11 and is authorized by the Bond Issuer to make payment of principal of or interest on the Bonds on behalf of the Bond Issuer.

“Payment Date” has the meaning specified in Section 2.01(c)(ii).

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

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

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

“Projected Principal Balance” means, as of any Payment Date on any Tranche of Bonds, the projected outstanding principal amount of such Tranche of Bonds for such Payment Date set forth in the Expected Amortization Schedule.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“Rating Agency” means, collectively, Moody’s, Standard & Poor’s and Fitch. 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 Bond Issuer, notice of which designation shall be given to the Bond Trustee, the Certificate Trustee and the Servicer.

“Rating Agency Condition” means, with respect to any action, not less than ten Business Days’ prior written notification to each Rating Agency of such action, and written confirmation from each of Standard & Poor’s and Moody’s to the Servicer, the Bond Trustee and the Bond Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Bonds and that prior to the taking of the proposed action no other Rating Agency shall have provided written notice to the Bond Issuer that such action has resulted or would result in the suspension, reduction or withdrawal of the then current rating of any Tranche of Bonds; provided, that if within such ten Business Day period, any Rating Agency (other than Standard & Poor’s) has neither replied to such notification nor responded in a manner that indicates that such Rating Agency is reviewing and considering the notification, then (i) the Bond Issuer shall be required to confirm that such Rating Agency has received the Rating Agency Condition request, and if it has, promptly request the related Rating Agency Condition confirmation and (ii) if the Rating Agency neither replies to such notification nor responds in a manner that indicates it is reviewing and considering the notification within five Business Days following such second request, the applicable Rating Agency Condition requirement shall not be deemed to apply to such Rating Agency. For the purposes of this definition, any confirmation, request, acknowledgment or approval that is required to be in writing may be in the form of electronic mail or a press release (which may contain a general waiver of a Rating Agency’s right to review or consent).

“Record Date” means, with respect to a Payment Date, the close of business on the last day of the calendar month preceding the calendar month in which such Payment Date occurs.

7

“Registered Holder” means the Person in whose name a Bond is registered on the Bond Register on the applicable Record Date.

“Required Capital Level” means, as of any Payment Date, 1.75% of the initial principal amount of the Bonds.

“Responsible Officer” means, with respect to the Bond Trustee, any officer assigned to the Corporate Trust Office, including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer or any other officer of the Bond Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case having direct responsibility for the administration of this Bond Indenture.

“Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between the Bond Issuer and the Seller, in the form of Exhibit A-1, as amended and supplemented from time to time.

“Scheduled Final Payment Date” means, with respect to any Tranche of Bonds, the Scheduled Final Payment Date therefor, as specified in Section 2.01(b).

“Secured Obligations” has the meaning specified in the Granting Clause of this Bond Indenture.

“Securities Account” means the Collection Account (to the extent it constitutes a “securities account”) as defined in Section 8-501 of the UCC).

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

“Securities Intermediary” means U.S. Bank National Association, a national banking association, solely in its capacity as a “securities intermediary” as defined in Section 8-102(a)(14) of the UCC, or any successor securities intermediary.

“Security Entitlement” means “security entitlement” as defined in Section 8-102(a)(17) of the UCC, with respect to financial assets now or hereafter credited to the Securities Account.

“Seller” means The Toledo Edison Company.

“Semiannual Interest” has the meaning specified in Section 2.01(c)(iv).

“Semiannual Principal” means, with respect to any Payment Date on any Tranche of Bonds, the excess, if any, of the Outstanding Amount of such Tranche of Bonds over the outstanding principal balance of such Tranche of Bonds specified for such Payment Date in the Expected Amortization Schedule.

“Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013, between the Bond Issuer and the Servicer, in the form of Exhibit A-2, as amended and supplemented from time to time.

“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.

“State Pledge” has the meaning specified in Section 2.13.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

8

“Statutory Lien” means the Lien on the Phase-In-Recovery Property created by Section 4928.2312 of the Statute and the Financing Order.

“Successor Servicer” has the meaning specified in Section 3.07(d).

“Tranche” means any one of the tranches of Bonds.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force on the date hereof, 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.

“Underwriting Agreement” means the Underwriting Agreement dated as of June 12, 2013, among the Certificate Issuer, Seller, the Bond Issuer, The Cleveland Electric Illuminating Company, The Ohio Electric Company, CEI Funding LLC, OE Funding LLC and the underwriters named therein.

“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.

“17g-5 Website” has the meaning specified in Section 11.22.

Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth in the Servicing Agreement as in effect on the Issuance Date for all purposes of this Bond Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms:

Term	Section of Servicing Agreement
Adjustment Letter		Section 1.01
Estimated Phase-In-Recovery Charge Payments		Section 1.01
Financing Order		Section 1.01
Issuance Advice Letter		Section 1.01
Principal Balance		Section 1.01
Phase-In-Recovery Charge		Section 1.01
Phase-In-Recovery Charge Collections		Section 1.01
Phase-In-Recovery Property		Section 1.01
Regulation AB		Section 1.01
Seller		Section 1.01
Semiannual Servicer Certificate		Section 1.01
Servicer		Section 1.01
Servicer Default		Section 1.01
Servicing Fee		Section 1.01
Sponsor		Section 1.01
True-Up Adjustments		Section 1.01

Section 1.02 Incorporation by Reference of Trust Indenture Act.

Whenever this Bond Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Bond Indenture. The following Trust Indenture Act terms used in this Bond Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

9

“indenture securities” means the Bonds.

“indenture security holder” means a Bondholder.

“indenture to be qualified” means this Bond Indenture.

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

“obligor” on the indenture securities means the Bond Issuer and any other obligor on the indenture securities.

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

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

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

(b) 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;

(c) “or” is not exclusive;

(d) “including” means including without limitation;

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

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

(g) all references in this Bond Indenture to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Bond Indenture; and

(h) except as otherwise specified herein, UCC terms shall have the meanings given to such terms in the UCC.

ARTICLE II

The Bonds

Section 2.01 Terms of the Bonds.

(a) Authorization; Designation. The issuance of the Bonds in an aggregate initial principal amount of $43,372,000 is hereby authorized and the Bonds shall be designated as the TE Funding LLC Bonds (the “Bonds”), and further denominated as Tranches A-1 through A-3.

(b) Initial Principal Amount: Bond Interest Rate: Scheduled Final Payment Date: Final Maturity Date. The Bonds of each Tranche shall have the aggregate initial principal amount, bear interest at the rates per annum and shall have Scheduled Final Payment Dates and Final Maturity Dates as set forth below:

Tranche	Initial Principal Amount	Bond Interest Rate	Scheduled Final Payment Date	Final Maturity Date
A-1	$  3,778,000	0.679%	1/15/2017	1/15/2019
A-2	$  3,883,000	1.726%	1/15/2020	1/15/2022
A-3	$35,711,000	3.450%	1/15/2034	1/15/2036

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The Bond Interest Rate shall be computed on the basis of a 360-day year of twelve 30-day months.

The Bonds shall be issuable in not less than Minimum Denominations.

(c) Authentication Date; Payment Dates: Expected Amortization Schedule for Principal; Semiannual Interest.

(i) Authentication Date. The Bonds that are authenticated and delivered by the Bond Trustee to or upon the order of the Bond Issuer on June 20, 2013 (the “Issuance Date”) shall have as their date of authentication June 20, 2013.

(ii) Payment Dates. The Payment Dates for the Bonds shall be January 15 and July 15 of each year or, if any such date is not a Business Day, the next succeeding Business Day, commencing on January 15, 2014 and continuing until the earlier of repayment of the Bonds in full or the Final Maturity Date for Tranche A-3 of the Bonds.

(iii) Expected Amortization Schedule for Principal. Unless an Event of Default shall have occurred and be continuing and the unpaid principal amount of all Bonds and accrued interest thereon has been declared to be due and payable, on each Payment Date, the Bond Trustee shall pay to the Bondholders of record as of the related Record Date amounts payable pursuant to Section 8.02(e) as principal, in the following order and priority: (1) to the holders of the Tranche A-1 Bonds, until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; (2) to the holders of the Tranche A-2 Bonds, until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; and (3) to the holders of the Tranche A-3 Bonds until the Outstanding Amount of such Tranche of Bonds thereof has been reduced to zero; provided, however, that in no event shall a principal payment pursuant to this Section 2.01(c)(iii) on any Tranche on a Payment Date be greater than the amount that reduces the Outstanding Amount of such Tranche of Bonds to the amount specified in the Expected Amortization Schedule. Partial payments of any scheduled amortization payment shall be allocated within any Tranche of Bonds pro rata.

(iv) Semiannual Interest. Semiannual Interest will be payable on each Tranche of Bonds on each Payment Date in an amount equal to one-half of the product of (A) the applicable Bond Interest Rate and (B) the Outstanding Amount of the related Tranche of 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 Bonds on such preceding Payment Date; provided, however that with respect to the initial Payment Date or, if no payment has yet been made, interest on the outstanding principal balance will accrue from and including the Issuance Date to, but excluding, that Payment Date.

Section 2.02 Form.

The Bonds and the Bond Trustee’s certificate of authentication shall be in substantially the forms set forth in Exhibit B, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Bond Indenture 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 officers executing such Bonds, as evidenced by their execution of such Bonds. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond.

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The 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 officers executing such Bonds, as evidenced by their execution of such Bonds.

The terms of the Bonds set forth in Exhibit B are part of the terms of this Bond Indenture.

Section 2.03 Execution, Authentication and Delivery.

The Bonds shall be executed on behalf of the Bond Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Bonds may be manual or facsimile.

Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Bond Issuer shall bind the Bond Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Bonds or did not hold such offices at the date of such Bonds.

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

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

Section 2.04 Temporary Bonds.

Pending the preparation of definitive Bonds, the Bond Issuer may execute, and upon receipt of an Issuer Order the Bond Trustee shall authenticate and deliver, temporary Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the definitive Bonds in lieu of which they are issued and with such variations not inconsistent with the terms of this Bond Indenture as the officers executing such Bonds may determine, as evidenced by their execution of such Bonds.

If temporary Bonds are issued, the Bond Issuer will cause definitive Bonds to be prepared without unreasonable delay. After the preparation of definitive Bonds, the temporary Bonds shall be exchangeable for definitive Bonds upon surrender of the temporary Bonds at the office or agency of the Bond 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 Bonds, the Bond Issuer shall execute and the Bond Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Bonds of Minimum Denominations. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits under this Bond Indenture as definitive Bonds.

Section 2.05 Registration; Registration of Transfer and Exchange.

The Bond Issuer shall cause to be kept a register (the “Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Bond Issuer shall provide for the registration of Bonds and the registration of transfers of Bonds. The Bond Trustee shall be “Bond Registrar” for the purpose of registering Bonds and transfers of Bonds as herein provided. Upon any resignation of any Bond Registrar, the Bond Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Bond Registrar.

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If a Person other than the Bond Trustee is appointed by the Bond Issuer as Bond Registrar, the Bond Issuer will give the Bond 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 Bond Trustee shall have the right to inspect the Bond Register at all reasonable times and to obtain copies thereof, and the Bond Trustee shall have the right to rely upon a certificate executed on behalf of the Bond Registrar by a Responsible Officer thereof as to the names and addresses of the Holders of the Bonds and the principal amounts and number of such Bonds.

Upon surrender for registration of transfer of any Bond at the office or agency of the Bond Issuer to be maintained as provided in Section 3.02, the Bond Issuer shall execute, and the Bond Trustee shall authenticate and the Bondholder shall obtain from the Bond Trustee, in the name of the designated transferee or transferees, one or more new Bonds in any Minimum Denominations, of a like Tranche and aggregate principal amount.

At the option of the Holder, Bonds may be exchanged for other Bonds in any Minimum Denominations, of a like Tranche and aggregate principal amount, upon surrender of the Bonds to be exchanged at such office or agency. Whenever any Bonds are so surrendered for exchange, the Bond Issuer shall execute, and the Bond Trustee shall authenticate and the Bondholder shall obtain from the Bond Trustee, the Bonds which the Bondholder making the exchange is entitled to receive.

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

Every Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by (a) a written instrument of transfer in form satisfactory to the Bond Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Bond Trustee, and (b) such other documents as the Bond Trustee may require.

No service charge shall be made to a Holder for any registration of transfer or exchange of Bonds, but the Bond 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 Bonds, other than exchanges pursuant to Section 2.04 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Bond Issuer shall not be required to make and the Bond Registrar need not register transfers or exchanges of any Bond for a period of 15 days preceding the date for any payment with respect to the Bond.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Bonds.

If (i) any mutilated Bond is surrendered to the Bond Trustee, or the Bond Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Bond, and (ii) there is delivered to the Bond Trustee such security or indemnity as may be required by it to hold the Bond Issuer and the Bond Trustee harmless, then, in the absence of notice to the Bond Issuer, the Bond Registrar or the Bond Trustee that such Bond has been acquired by a protected purchaser, the Bond Issuer shall execute and, upon its request, the Bond Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a replacement Bond of like Tranche, tenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen Bond, but not a mutilated Bond, shall have become or within seven days shall be due and payable, instead of issuing a replacement Bond, the Bond Issuer may pay such destroyed, lost or stolen Bond when so due or payable, without surrender thereof. If, after the delivery of such replacement Bond or payment of a destroyed, lost or stolen Bond pursuant to the proviso to the preceding sentence, a protected purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Bond Issuer and the Bond Trustee shall be entitled to recover such replacement Bond (or such payment) from the Person to whom it was delivered or any Person taking such replacement Bond from such Person to whom such replacement Bond was delivered or any assignee of such Person, except a protected 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 Bond Issuer or the Bond Trustee in connection therewith.

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Upon the issuance of any replacement Bond under this Section, the Bond Issuer may require the payment by the Holder of such 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 Bond Trustee) connected therewith.

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

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 Bonds.

Section 2.07 Persons Deemed Owner.

Prior to due presentment for registration of transfer of any Bond, the Bond Issuer, the Bond Trustee and any agent of the Bond Issuer or the Bond Trustee may treat the Person in whose name any Bond is registered (as of the day of determination) as the owner of such Bond for the purpose of receiving payments of principal of and interest on such Bond and for all other purposes whatsoever, whether or not such Bond be overdue, and neither the Bond Issuer, the Bond Trustee nor any agent of the Bond Issuer or the Bond Trustee shall be affected by notice to the contrary.

Section 2.08 Payment of Principal and Interest; Interest on Overdue Principal; Principal and Interest Rights Preserved.

(a) Any installment of interest or principal payable on any Bond which is punctually paid or duly provided for by the Bond Issuer on the applicable Payment Date shall be paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is registered on the Record Date for such Payment Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Bond Register on such Record Date, except that with respect to Bonds registered on the Record Date in the name of the Certificate Trustee payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal payable with respect to such Bond on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

(b) The principal of each Bond of each Tranche shall be paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in Section 2.01. Notwithstanding the foregoing, the entire unpaid principal amount of the Bonds shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Bond Trustee or the Holders of the Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in the manner provided in Section 5.02. In such event, all payments of principal on the Bonds shall be made pro rata. The Bond Trustee shall notify the Person in whose name a Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Bond Issuer expects that the final installment of principal of and interest on such Bond will be paid. Such notice shall be sent no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Bond and shall specify the place where such Bond may be presented and surrendered for payment of such installment.

(c) If the Bond Issuer defaults in a payment of interest on the Bonds when due, the Bond Issuer shall be required to pay such defaulted interest (plus interest on such defaulted interest at the applicable Bond Interest Rate to the extent lawful) to the Persons who are Bondholders on a subsequent special record date, which date shall be at least five Business Days prior to the payment date. The Bond Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 20 days before any such special record date, the Bond Issuer shall mail to each affected Bondholder a notice that states the special record date, the payment date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

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Section 2.09 Cancellation.

All Bonds surrendered for payment, registration of transfer or exchange shall, if surrendered to any Person other than the Bond Trustee, be delivered to the Bond Trustee and shall be promptly cancelled by the Bond Trustee. The Bond Issuer may at any time deliver to the Bond Trustee for cancellation any Bonds previously authenticated and delivered hereunder which the Bond Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bond Trustee. No Bonds shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this Section, except as expressly permitted by this Bond Indenture. All cancelled Bonds may be held or disposed of by the Bond Trustee in accordance with its standard retention or disposal policy as in effect at the time.

Section 2.10 Authentication and Delivery of Bonds.

On the Issuance Date, the Bonds shall be executed by the Bond Issuer and delivered to the Bond Trustee for authentication and thereupon the same shall be authenticated and delivered by the Bond Trustee upon Issuer Request and upon receipt by the Bond Trustee (or other satisfaction) of the following upon which the Bond Trustee may conclusively rely to the extent permitted to so rely under Article VI hereof:

(a) Bond Issuer Action. An Issuer Order authorizing and directing the authentication and delivery of the Bonds by the Bond Trustee and specifying the principal amount of Bonds to be authenticated.

(b) Authorizations.

(i) An Opinion of Counsel that no authorization, approval or consent of any Ohio, Delaware or federal governmental body or bodies at the time having jurisdiction in the premises is required to be obtained by the Bond Issuer for the valid issuance, authentication and delivery of such Bonds, except for such registrations as are required under the blue sky and securities laws of any State or such authorizations, approvals or consents of governmental bodies that have been obtained.

(ii) An Opinion of Counsel that no authorization, approval or consent of any governmental body or bodies at the time having jurisdiction in the premises is required for the valid execution and delivery by the Bond Issuer of each of the Basic Documents to which the Bond Issuer is a party, except for such authorizations, approvals or consents of governmental bodies that have been obtained.

(c) Authorizing Certificate. A certificate of an Authorized Officer of the Bond Issuer certifying that the Bond Issuer has duly authorized the execution and delivery of this Bond Indenture and the execution, authentication and delivery of the Bonds.

(d) The Collateral. The Bond Issuer shall have made or caused to be made all filings with the Delaware Secretary of State, the Ohio Secretary of State, PUCO and all other filings necessary to perfect the Grant of the Collateral to the Bond Trustee and the Lien of this Bond Indenture.

(e) Certificates of the Bond Issuer and the Seller.

(i) An Officer’s Certificate from the Bond Issuer, dated as of the Issuance Date:

(A) to the effect that the Bond Issuer is not in Default under this Bond Indenture and that the issuance of the Bonds applied for will not result in any Default or in any material breach of any of the terms, conditions or provisions of or constitute a default under any material indenture, mortgage, deed of trust or other agreement or instrument to which the Bond Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Bond Issuer is a party or by which it or its property may be bound or to which it or its property may be subject; and that all conditions precedent provided in this Bond Indenture relating to the authentication and delivery of the Bonds applied for have been complied with;

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(B) to the effect that all instruments furnished to the Bond Trustee pursuant to this Bond Indenture conform to the requirements set forth in this Bond Indenture and constitute all of the documents required to be delivered hereunder for the Bond Trustee to authenticate and deliver the Bonds applied for, and all conditions precedent provided for in this Bond Indenture relating to the authentication and delivery of the Bonds have been complied with;

(C) to the effect that the Bond Issuer has not assigned any interest or participation in the Collateral except for the Lien of this Bond Indenture and of the Statute; the Bond Issuer has the power and right to Grant the Collateral to the Bond Trustee as security hereunder; and the Bond Issuer, subject to the terms of this Bond Indenture, has Granted to the Bond Trustee all of its right, title and interest in and to such Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance, except the Lien of this Bond Indenture and of the Statute;

(D) to the effect that the Bond Issuer has appointed a firm of Independent certified public accountants as contemplated in Section 8.06 hereof;

(E) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement and the Servicing Agreement; and

(F) stating that all filings with the PUCO pursuant to the Statute, the Financing Order and all UCC financing statements with respect to the Collateral, which are required to be filed to cause the Bond Trustee to have a first priority perfected security interest in the Collateral, have been filed.

(ii) An Officer’s Certificate (as defined in the Sale Agreement) from the Seller, dated as of the Issuance Date, to the effect that (A) the representations and warranties set forth in Article III of the Sale Agreement are true and correct and (B) the attached copies of the Financing Order creating the Phase-In-Recovery Property and Issuance Advice Letter are true and correct.

(f) Opinion of Counsel. An Opinion of Counsel, portions of which may be delivered by counsel for the Bond Issuer, portions of which may be delivered by counsel for the Seller and the Servicer, and portions of which may be delivered by counsel to the Certificate Issuer, dated the Issuance Date, in each case subject to the customary exceptions, qualifications and assumptions contained therein (and upon which the Certificate Trustee shall be entitled to rely), to the collective effect that:

(i) the Bond Indenture has been duly qualified under the Trust Indenture Act;

(ii) the Bond Issuer has the limited liability company power and authority to execute and deliver this Bond Indenture and to issue the Bonds, and this Bond Indenture and the Bonds have been duly authorized and the Bond Issuer is duly formed and is validly existing in good standing under the laws of the jurisdiction of its organization;

(iii) the Bond Indenture has been duly authorized, executed and delivered by the Bond Issuer;

(iv) the Bonds applied for have been duly authorized and executed and, when authenticated in accordance with the provisions of the Bond Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Bond Issuer, entitled to the benefits of the Bond Indenture subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

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(v) this Bond Indenture, the Sale Agreement, the Servicing Agreement, the Fee and Indemnity Agreement and the Cross-Indemnity Agreement are valid and binding agreements of the Bond Issuer, enforceable in accordance with their respective terms, except as such enforceability against the Bond Issuer may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(vi)(A) the provisions of the Bond Indenture create a valid security interest securing the Secured Obligations in favor of the Bond Trustee in the Collateral, (B) the financing statements to be filed with the Delaware Secretary of State and the Ohio Secretary of State include all of the information required by Section 9-502(a) of the UCC and Section 4928.2312 of the Statute, (C) the financing statements have been presented for filing and all filing fees required in connection therewith have been paid, (D) the security interest granted by the Bond Issuer under this Bond Indenture which can be perfected by the filing of financing statements under the UCC are perfected, (E) the provisions of the Bond Indenture are effective to create in favor of the Bond Trustee a perfected security interest in the Collection Account to the extent constituting a securities account under the UCC, (F) search reports set forth the proper filing offices and proper debtor necessary to identify the persons who under the UCC have on file financing statements covering the Collateral, or a portion thereof, (G) by operation of Section 4928.2312 thereof, the Statute creates, upon the effective date of the Financing Order, a first priority Statutory Lien on the Phase-In-Recovery Property securing the Secured Obligations, and (H) the Statutory Lien is valid, perfected and enforceable against the Bond Issuer and all third parties without any further public notice;

(vii) either (A) the Registration Statement covering the Bonds and the Certificates is effective under the Securities Act and, to the best of such counsel’s knowledge and information, no stop order suspending the effectiveness of such Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been initiated or are pending or threatened by the Commission or (B) the Bonds and the Certificates are exempt from the registration requirements under the Securities Act;

(viii) the Bond 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;

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

(x) 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, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(xi) upon the delivery of the fully executed Sale Agreement to the Bond Issuer and the payment of the purchase price of the Phase-In-Recovery Property by the Bond Issuer to the Seller pursuant to the Sale Agreement, then (A) the transfer of the Phase-In-Recovery Property by the Seller to the Bond Issuer pursuant to the Sale Agreement conveys all of the Seller’s right, title and interest in the Phase-In-Recovery Property to the Bond Issuer and such transfer will be treated under the laws of the State of Ohio as an absolute transfer and true sale of all of the Seller’s right, title, and interest in the Phase-In-Recovery Property, other than for federal and state income and franchise tax purposes, and (B) such transfer and true sale of the Phase-In-Recovery Property is effective and perfected against all third parties pursuant to Section 4928.2313 of the Statute;

(xii)(A) the Financing Order has been duly issued and authorized by the PUCO and the Financing Order, giving effect to the Issuance Advice Letter, is effective; (B) in reliance on the opinion of Calfee, Halter & Griswold LLP that the Bonds are “bonds” under Section 4928.23(C) of the Statute, as of the issuance of the Bonds, the Bonds are entitled to the protections provided in Sections 4928.235 and 4928.2315 of the Statute and the Financing Order, and that the Certificate Trustee, in its own name and as

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trustee of an express trust, as Holder of the Bonds shall be, to the extent permitted by state and federal law, entitled to enforce the protections of such Sections of the Statute; (C) the Financing Order is no longer subject to appeal by any person in the state courts of the State of Ohio; and (D) the Servicer is authorized to file True-Up Adjustments to the Phase-In-Recovery Charge to the extent necessary to ensure the timely recovery of revenues sufficient to provide for the payment of all principal and interest on the Bonds and all other approved Financing Costs;

(xiii) any state action (whether by legislative, PUCO, citizen initiative or otherwise) to revoke or limit the Financing Order, the Issuance Advice Letter, the Phase-In-Recovery Property or the Phase-In-Recovery Charge in a manner which would substantially impair the rights of Bondholders would be subject to a successful constitutional contracts clause defense; and

(xiv) such other matters as the Bond Trustee may reasonably require.

(g) Accountant’s Letter. A letter addressed to the Bond Issuer and the Bond Trustee complying with the requirements of Section 11.01(a) hereof, of a firm of Independent registered public accountants of recognized national reputation to the effect that (i) such accountants are Independent with respect to the Bond Issuer within the meaning of the Bond Indenture, and are independent public accountants within the meaning of the standards of The American Institute of Certified Public Accountants, and (ii) with respect to the Collateral, they have made certain specified recalculations of calculations and information provided by the Seller for the purpose of determining that, based on certain specified assumptions used in calculating estimated collections based on the initial Phase-In-Recovery Charge, as of the Issuance Date such estimated collections based on the initial Phase-In-Recovery Charge are sufficient to pay (i) assumed Operating Expenses when incurred, plus (ii) interest on the Bonds at their respective Bond Interest Rates when due as set forth in the Final Prospectus, plus (iii) principal of the Bonds in accordance with the Expected Amortization Schedule set forth in the Final Prospectus and found the calculations to be mathematically correct.

(h) Rating Agency Condition. The Bond Trustee shall receive a letter from each of the Rating Agencies confirming that the Bonds have received the ratings from the Rating Agencies required by the Underwriting Agreement as a condition to the issuance of the Bonds.

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

(j) Satisfaction of Conditions. Payment of the purchase price for the Bonds by the Certificate Issuer in accordance with the Bond Purchase Agreement shall constitute satisfaction of the conditions set forth in this Section 2.10.

Section 2.11 Release of Collateral.

Subject to Section 11.01, the Bond Trustee shall release property from the Lien of this Bond Indenture only as specified in Section 8.04.

Section 2.12 Tax Treatment.

The Bond Issuer and the Bond Trustee, by entering into this Bond Indenture, and the Bondholders and any Persons holding a beneficial interest in any Bond, by acquiring any Bond or interest therein, (a) express their intention that, solely for the purposes of federal 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 (b) solely for the purposes of federal 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.

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Section 2.13 State Pledge.

Section 4928.2315 of the Statute (the “State Pledge”) provides as follows:

“The state pledges to and agrees with the bondholders, any assignee, and any financing parties under a final financing order that the state will not take or permit any action that impairs the value of phase-in-recovery property under the final financing order or revises the phase-in costs for which recovery is authorized under the final financing order or, except as allowed under section 4928.238 of the Revised Code, reduce, alter, or impair phase-in-recovery charges that are imposed, charged, collected, or remitted for the benefit of the bondholders, any assignee, and any financing parties, until any principal, interest, and redemption premium in respect of phase-in-recovery bonds, all financing costs, and all amounts to be paid to an assignee or financing party under an ancillary agreement are paid or performed in full.”

The Bond Issuer hereby acknowledges that the purchase of any Bond by a Holder or the purchase of any beneficial interest in a Bond by any Person and the Bond Trustee’s obligations to perform hereunder are made in reliance on such agreement and pledge by the State of Ohio. The Bond Issuer hereby represents and warrants to the Bond Trustee, for the benefit of the Bondholders that it constitutes an “assignee” under Section 4928.23(B) of the Statute, that the Bonds constitute “bonds” under Section 4928.23(C) of the Statute, that the Bonds are entitled to the protections provided in Sections 4928.235 and 4928.2315 of the Statute, and that the Certificate Trustee, in its own name and as trustee of an express trust, as Holder of the Bonds shall be, to the extent permitted by state and federal law, entitled to enforce such sections of the Statute.

Section 2.14 Security Interest.

The Bond Issuer hereby makes the following representations and warranties. Other than the security interest granted to the Bond Trustee pursuant to this Bond Indenture, the Bond Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interest or security interest in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Bond Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Bond Issuer in favor of the Bond Trustee for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations, in connection with this Bond Indenture. This Bond Indenture constitutes a valid and continuing Lien on, and first priority perfected security interest in, the Collateral in favor of the Bond Trustee for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations, which Lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Bond 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 Collateral, this Bond Indenture creates a valid and continuing first priority perfected security interest (as defined in the UCC and as such term is used in the Statute) in such Collateral, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Bond 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 Bond Issuer has good and marketable title to the Collateral free and clear of any Lien, claim or encumbrance of any Person other than the Lien of this Bond Indenture. All of the Collateral constitutes either Phase-In-Recovery Property or accounts, deposit accounts, securities 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 Bond Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Collateral granted to the Bond Trustee, for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations. The Bond 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 Collateral granted to the Bond Trustee. The Bond Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Bond Issuer that include a description of the Collateral other than those filed in favor of the Bond Trustee. The Bond Issuer is not aware of any judgment or tax Lien filings against the Bond Issuer. The Collection Account (including all subaccounts thereof) constitutes a “securities account” within the meaning of the UCC. The Bond Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Bond Trustee as the person having

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a security entitlement against the Securities Intermediary in such securities account, neither the Collection Account or any subaccount thereof is in the name of any person other than the Bond Trustee, and the Bond Issuer has not consented to the Securities Intermediary of the Collection Account to comply with entitlement orders of any person other than the Bond Trustee. All of the Collateral constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the UCC. Accordingly, the Bond Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.14 shall survive the execution and delivery of this Bond Indenture and the issuance of any Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to the Bond Issuer or otherwise released from the Lien of the Bond Indenture.

ARTICLE III

Covenants

Section 3.01 Payment of Principal and Interest.

The Bond Issuer will duly and punctually pay the principal of and interest on the Bonds in accordance with the terms of the Bonds and this Bond Indenture. Amounts properly withheld under the Code by any Person from a payment to any Bondholder of interest or principal shall be considered as having been paid by the Bond Issuer to such Bondholder for all purposes of this Bond Indenture.

Section 3.02 Maintenance of Office or Agency.

The Bond Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where Bonds may be surrendered for registration of transfer or exchange. The Bond Issuer hereby initially appoints the Bond Trustee to serve as its agent for the foregoing purposes. The Bond Issuer will give prompt written notice to the Bond Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Bond Issuer shall fail to maintain any such office or agency or shall fail to furnish the Bond Trustee with the address thereof, such surrenders may be made at the Corporate Trust Office, and the Bond Issuer hereby appoints the Bond Trustee as its agent to receive all such surrenders.

Section 3.03 Money for Payments To Be Held in Trust.

As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(e) shall be made on behalf of the Bond Issuer by the Bond Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Bonds shall be paid over to the Bond Issuer except as provided in this Section 3.03 and Section 8.02.

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

(a) hold all sums held by it for the payment of amounts due with respect to the 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;

(b) give the Bond Trustee and the Certificate Trustee notice of any Default by the Bond Issuer (or any other obligor upon the Bonds) of which it has actual knowledge in the making of any payment required to be made with respect to the Bonds;

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

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

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

The Bond Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Bond Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Bond Trustee all sums held in trust by such Paying Agent, such sums to be held by the Bond 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 Bond 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 Bond Trustee or any Paying Agent in trust for the payment of any amount due with respect to any 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 Bond Issuer on Issuer Request; and, subject to Section 11.16, the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Bond Issuer for payment thereof (but only to the extent of the amounts so paid to the Bond Issuer), and all liability of the Bond Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Bond Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Bond 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 Bond Issuer. The Bond Trustee may also adopt and employ, at the expense of the Bond Issuer, any other reasonable means of 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 Bond Trustee or of any Paying Agent, at the last address of record for each such Holder).

Section 3.04 Existence.

The Bond 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, subject to the provisions of Section 3.10 hereof, it becomes, or any successor Bond Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Bond 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 Bond Indenture, the Bonds, the Collateral and each other instrument or agreement included in the Collateral.

Section 3.05 Protection of Collateral.

The Bond Issuer will from time to time execute and deliver all such supplements and amendments hereto and except to the extent required to be made by the Seller or Servicer, make all such filings with the PUCO pursuant to the Statute or the Financing Order, UCC financing statements, UCC continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:

(a) maintain or preserve the Lien and security interest (and the priority thereof) of this Bond Indenture or carry out more effectively the purposes hereof;

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

(c) enforce any of the Collateral;

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(d) preserve and defend title to the Collateral and the rights of the Bond Trustee and the Bondholders in such Collateral against the claims of all Persons and parties, including the challenge by any party to the validity or enforceability of the Financing Order, any Adjustment Letter or the Phase-In-Recovery Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of its obligations or duties under the Statute, the Financing Order or any Adjustment Letter; or

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

The Bond Issuer hereby designates the Bond Trustee its agent and attorney-in-fact with authorization to execute and/or file on behalf of the Bond Issuer any filings with the PUCO pursuant to the Statute or, except to the extent required to be filed or furnished by the Seller or Servicer, the Financing Order, UCC financing statement, UCC continuation statement or other instrument required by the Bond Trustee pursuant to this Section, it being understood that the Bond Trustee shall have no such obligation.

Section 3.06 Opinions as to Collateral.

(a) On the Issuance Date, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, (i) such action has been taken (and reciting the details of such action) with respect to the recording and filing of this Bond Indenture and any other requisite documents, and with respect to the execution and filing of any filings with the PUCO pursuant to the Statute or, except to the extent required to be filed or furnished by the Seller or Servicer, the Financing Order, UCC financing statements and UCC continuation statements, as are necessary to perfect the Lien and security interest of this Bond Indenture, or (ii) no such action is necessary to make such Lien and security interest effective. The delivery of the Opinion of Counsel referenced in Section 2.10 shall be deemed to satisfy this requirement.

(b) Within ninety days after the beginning of each calendar year beginning with the calendar year beginning January 1, 2014, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel of counsel of the Bond Issuer 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 Bond Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any filings with the PUCO pursuant to the Statute and the Financing Order and any financing statements and continuation statements as are necessary to maintain the Lien and the first priority perfected security interest created by this Bond 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. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Bond Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the PUCO, financing statements and continuation statements that will, in the opinion of such counsel, be required within the twelve-month period following the date of such opinion to maintain the Lien and the first priority perfected security interest created by this Bond Indenture.

(c) Prior to the effectiveness of any amendment to the Sale Agreement, the Bond Issuer shall furnish to the Bond Trustee an Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings with the PUCO pursuant to the Statute or the Financing Order and any UCC financing statements, have been executed and filed that are necessary fully to preserve and protect the interest of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery 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 (ii) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

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Section 3.07 Performance of Obligations; Servicing; Commission Filings.

The Bond Issuer (i) will diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the Collateral and (ii) will not take any action and will use its reasonable 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 permitted in this Bond Indenture, the Sale Agreement, the Servicing Agreement or such other instrument or agreement.

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

(b) The Bond Issuer will punctually perform and observe all of its obligations and agreements contained in this Bond Indenture, the Basic Documents and in the instruments and agreements included in the Collateral, including filing or causing to be filed all filings with the PUCO pursuant to the Statute or the Financing Order, UCC financing statements and continuation statements required to be filed by it by the terms of this Bond Indenture, the Sale Agreement and the Servicing Agreement in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly permitted therein, the Bond Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the written consent of the Bond Trustee (which consent shall not be withheld if (i) the Bond Trustee shall have received an Officer’s Certificate stating that such waiver, amendment, modification, supplement or termination shall not adversely affect in any material respect the interests of the Bondholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto) or the Holders of at least a majority of the Outstanding Amount of Bonds.

(c) If the Bond Issuer shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement, the Bond Issuer shall promptly give written notice thereof to the Bond Trustee, the Certificate Trustee and the Rating Agencies, and shall specify in such notice the action, if any, the Bond Issuer is taking with respect of such default. 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 Phase-In-Recovery Property, including the Phase-In-Recovery Charge, the Bond Issuer shall take all reasonable steps available to it to remedy such failure.

(d) As promptly as possible after the giving of notice to the Servicer, the Bond Trustee, the Certificate Trustee and the Rating Agencies of termination of the Servicer’s rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Bond Issuer, subject to the approval of the PUCO pursuant to the Financing Order and certain other conditions set forth in the Servicing Agreement, shall appoint a successor Servicer (the “Successor Servicer”) with the Bond Trustee’s prior written consent thereto (which consent shall not be unreasonably withheld and shall be given upon the written direction of Holders of not less than a majority of the Outstanding Amount of the Bonds), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Bond Issuer and the Bond Trustee. If within 30 days after the delivery of the notice referred to above, the Bond Issuer shall not have obtained such a new Servicer, the Bond Trustee, at the expense of the Bond Issuer, may petition the PUCO or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, the Bond Issuer may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance and in compliance with Section 7.02 of the Servicing Agreement, the Bond Issuer shall enter into an agreement with such successor for the servicing of the Phase-In-Recovery Property (such agreement to be in form and substance satisfactory to the Bond Trustee).

(e) Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Bond Trustee shall promptly notify the Bond Issuer, the Bondholders, the Certificate Trustee and the Rating Agencies. As soon as a Successor Servicer is appointed, the Bond Issuer shall notify the Bond Trustee, the Bondholders, the Certificate Trustee and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer.

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(f) Without derogating from the absolute nature of the assignment granted to the Bond Trustee under this Bond Indenture or the rights of the Bond Trustee hereunder, the Bond Issuer agrees that it will not, without the prior written consent of the Bond Trustee or the Holders of at least a majority in Outstanding Amount of the Bonds, 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, or waive timely performance or observance of any material term by the Seller or the Servicer under the Sale Agreement or the Servicing Agreement, respectively. If any such amendment, modification, supplement or waiver shall be so consented to by the Bond Trustee or such Holders, the Bond 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 Bond Issuer agrees that no such amendment, modification, supplement or waiver shall adversely affect the rights of the Holders of the Bonds or Certificates Outstanding at the time of any such amendment, modification, supplement or waiver, except as otherwise agreed to by the Holders in accordance with the Basic Documents.

(g) The Bond Issuer shall (or shall cause the Sponsor to) post on a collective website (the Bond Issuer together with CEI Funding LLC and OE Funding LLC) and, to the extent consistent with the Bond Issuer’s and the Sponsor’s obligations under applicable law, file with or furnish to the Commission in periodic reports and other reports as are required from time to time under Section 13 or Section 15(d) of the Exchange Act, and shall direct the Bond Trustee to post on such website for Bondholders the following information (other than any such information filed with the Commission and publicly available unless the Bond Issuer specifically requests such items to be posted) with respect to the Outstanding Bonds, in each case to the extent such information is reasonably available to the Bond Issuer:

(i) statements of any remittances of Phase-In-Recovery Charges made to the Bond Trustee (to be included in a Form 10-D or Form 10-K, or successor forms thereto);

(ii) a statement reporting the balances in the Collection Account and in each subaccount of the Collection Account as of the end of each quarter or the most recent date available (to be included in a Form 10-D or Form 10-K, or successor forms thereto);

(iii) a statement showing the balance of Outstanding Bonds that reflects the actual periodic payments made on the Bonds during the applicable period (to be included in the next Form 10-D or Form 10-K filed, or successor forms thereto);

(iv) the Semiannual Servicer Certificate as required to be submitted pursuant to the Servicing Agreement (to be filed with a Form 10-D, Form 10-K or Form 8-K, or successor forms thereto);

(v) the Monthly Servicer Certificate as required to be submitted pursuant to the Servicing Agreement;

(vi) the text (or a link to the website where a reader can find the text) of each filing of a True-Up Adjustment and the results of each such filing;

(vii) any change in the long-term or short-term credit ratings of the Servicer assigned by the Rating Agencies;

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

(ix) any reports and other information that the Bond Issuer is required to file with the Commission under the Securities Exchange Act of 1934; and

(x) the final prospectus for the Certificates.

Notwithstanding the foregoing, nothing herein shall preclude the Bond Issuer from voluntarily suspending or terminating its filing obligations as Bond Issuer with the Commission to the extent permitted by applicable law.

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For purposes of this Section 3.07, the address of the Bond Trustee’s website is https://www.usbank.com/abs. The Bond Trustee shall immediately notify the Bond Issuer, the Bondholders and the Rating Agencies of any change to the address of such website.

(h) The Bond Issuer shall make all filings required under the Statute or the Financing Order relating to the transfer of the ownership or the grant of a security interest in the Phase-In-Recovery Property other than those required to be made by the Seller or the Servicer pursuant to the Basic Documents.

Section 3.08 Negative Covenants.

So long as any Bonds are Outstanding, the Bond Issuer shall not:

(a) except as expressly permitted by this Bond Indenture, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Bond Issuer, including those included in the Collateral, unless directed to do so by the Bond Trustee in accordance with Article V;

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Bonds (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Bondholder by reason of the payment of the taxes levied or assessed upon any part of the Collateral;

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

(d)(i) permit the validity or effectiveness of this Bond Indenture to be impaired, or permit the Lien of this Bond 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 Bonds under this Bond Indenture except as may be expressly permitted hereby, (ii) permit any Lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the Lien of this Bond Indenture and the Statutory Lien) to be created by the Bond Issuer 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 (iii) subject to the Statutory Lien, permit the Lien of this Bond Indenture not to constitute a valid first priority security interest in the Collateral.

Section 3.09 Annual Statement as to Compliance.

The Bond Issuer will deliver to the Bond Trustee, the Certificate Trustee and the Rating Agencies not later than March 30 of each year (commencing with March 30, 2014), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that

(a) a review of the activities of the Bond Issuer during the preceding twelve months ended December 31 (or, in the case of the first Officer’s Certificate, since the date of this Bond Indenture), and of performance under this Bond Indenture has been made; and

(b) to the best of such Authorized Officer’s knowledge, based on such review, the Bond Issuer has in all material respects complied with all conditions and covenants under this Bond Indenture throughout such twelve month period (or shorter period in the case of the first such Officer’s Certificate), or, if there has been a default in so complying with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

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Section 3.10 Bond Issuer May Consolidate, etc., Only on Certain Terms.

(a) The Bond Issuer shall not consolidate or merge with or into any other Person, unless

(i) the Person (if other than the Bond Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Bond Trustee, in form and substance reasonably satisfactory to the Bond Trustee, the due and punctual payment of the principal of and interest on all Bonds and the performance or observance of every agreement and covenant of this Bond Indenture on the part of the Bond Issuer to be performed or observed, all as provided herein;

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

(iii) the transaction shall not result in a reduction or withdrawal of the then current ratings on any Tranche of Bonds or Certificates;

(iv) the Bond Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Bond Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Bond Issuer, the Certificate Issuer, any Bondholder or any Certificateholder;

(v) any action as is necessary to maintain the Lien and security interest created by this Bond Indenture shall have been taken; and

(vi) the Bond Issuer shall have delivered to the Bond Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental bond indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b) Except as specifically provided herein, the Bond Issuer shall not convey or transfer any of its properties or assets, including those included in the Collateral, to any Person, unless

(i) the Person that acquires by conveyance or transfer the properties and assets of the Bond Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America, any State or the District of Columbia, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Bond Trustee, in form and substance reasonably satisfactory to the Bond Trustee, the due and punctual payment of the principal of and interest on all Bonds and the performance or observance of every agreement and covenant of this Bond Indenture on the part of the Bond Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental bond indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Bonds, (D) unless otherwise provided in the supplemental bond indenture referred to in clause (B) above, expressly agree to indemnify, defend and hold harmless the Bond Trustee against and from any loss, liability or expense arising under or related to this Bond Indenture and the Bonds and (E) expressly agree by means of such supplemental bond indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Bonds;

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

(iii) the transaction will not result in a reduction or withdrawal of the then current ratings on any Tranche of Bonds or Certificates;

(iv) the Bond Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Bond Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Bond Issuer, the Certificate Issuer, any Bondholder or any Certificateholder;

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(v) any action as is necessary to maintain the Lien and security interest created by this Bond Indenture shall have been taken; and

(vi) the Bond Issuer shall have delivered to the Bond Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental bond indenture comply with this Section 3.10 and that all conditions precedent herein provided for relating 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 Bond Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Bond Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Bond Issuer under this Bond Indenture with the same effect as if such Person had been named as the Bond Issuer herein.

(b) Except as set forth in Section 6.07, upon a conveyance or transfer of all the assets and properties of the Bond Issuer pursuant to Section 3.10(b), Bond Issuer will be released from every covenant and agreement of this Bond Indenture to be observed or performed on the part of the Bond Issuer with respect to the Bonds immediately upon the delivery of written notice by Bond Issuer to the Bond Trustee stating that Bond Issuer is to be so released.

Section 3.12 No Other Business.

The Bond Issuer shall not engage in any business other than financing, purchasing, owning and managing the Phase-In-Recovery Property in the manner contemplated by this Bond Indenture and the Basic Documents and activities incidental thereto.

Section 3.13 No Borrowing.

The Bond Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Bonds.

Section 3.14 Servicer’s Obligations.

The Bond Issuer shall enforce the Servicer’s compliance with all of the Servicer’s material obligations under the Servicing Agreement.

Section 3.15 No Additional Bonds.

The Bond Issuer shall not issue any additional Bonds hereunder, except pursuant to Section 2.05 or Section 2.06.

Section 3.16 Guarantees, Loans, Advances and Other Liabilities.

Except as otherwise contemplated by the Sale Agreement, the Servicing Agreement or this Bond Indenture, the Bond 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.

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Section 3.17 Capital Expenditures.

Other than expenditures in connection with the Bond Issuer’s purchase of Phase-In-Recovery Property from the Seller, the Bond Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

Section 3.18 Intentionally Omitted.

Section 3.19 Restricted Payments.

The Bond Issuer shall not, directly or indirectly, while the Bonds are Outstanding (a) 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 Bond Issuer or otherwise with respect to any ownership or equity interest or security in or of the Bond Issuer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (c) 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, the Bond Issuer may make, or cause to be made, any such distributions to any owner of a beneficial interest in the Bond Issuer or otherwise with respect to any ownership or equity interest or security in or of the Bond Issuer using funds distributed to the Bond Issuer pursuant to Section 8.02 to the extent that such distributions would not cause the amount of the Capital Subaccount to decline below the Required Capital Level. The Bond Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Bond Indenture and the Basic Documents.

Section 3.20 Notice of Events of Default.

The Bond Issuer agrees to give the Bond Trustee, the Certificate Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and each default on the part of the Seller or the Servicer of its obligations under the Sale Agreement or the Servicing Agreement, respectively.

Section 3.21 Further Instruments and Acts.

Upon request of the Bond Trustee, the Bond Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Bond Indenture. The Bond Issuer will take all actions, and make all filings, necessary to obtain and maintain a first priority perfected security interest in the Collateral in favor of the Bond Trustee.

Section 3.22 Change in Chief Executive Office or Jurisdiction of Organization.

The Bond Issuer shall not change its chief executive office or the jurisdiction of its formation without previously having delivered to the Bond Trustee an Opinion of Counsel to the effect that all actions have been taken, and all filings have been made, as are necessary to continue and maintain the first priority perfected security interest of the Bond Trustee in the Collateral.

ARTICLE IV

Satisfaction and Discharge; Defeasance

Section 4.01 Satisfaction and Discharge of Bond Indenture; Defeasance.

(a) This Bond Indenture shall cease to be of further effect with respect to the Bonds and the Bond Trustee, on reasonable written demand of and at the expense of the Bond Issuer, shall execute such instruments as the Bond Issuer reasonably requests acknowledging satisfaction and discharge of this Bond Indenture with respect to the Bonds, when

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(i) either

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

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

(ii) the Bond Issuer has paid or caused to be paid all other sums payable hereunder by the Bond Issuer; and

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

(b) Subject to Sections 4.01(c) and 4.02, the Bond Issuer at any time may terminate (i) all its obligations under this Bond Indenture with respect to the Bonds (“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 and 3.17 and the operation of Section 5.01(c) (“Covenant Defeasance Option”) with respect to the Bonds. The Bond Issuer may exercise the Legal Defeasance Option notwithstanding its prior exercise of the Covenant Defeasance Option.

If the Bond Issuer exercises the Legal Defeasance Option, the maturity of the Bonds may not be accelerated because of an Event of Default. If the Bond Issuer exercises the Covenant Defeasance Option, the maturity of the Bonds may not be accelerated because of an Event of Default specified in Section 5.01(c).

Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Bond Trustee, on reasonable written demand of and at the expense of the Bond Issuer, shall execute such instruments as the Bond Issuer reasonably requests 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) substitution of mutilated, destroyed, lost or stolen Bonds, (iii) rights of Bondholders to receive payments of principal and interest, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Bond Trustee hereunder (including the rights of the Bond Trustee under Section 6.07 and the obligations of the Bond Trustee under Section 4.03) and (vi) the rights of Bondholders as beneficiaries hereof with respect to the property deposited with the Bond Trustee payable to all or any of them, shall survive until the Bonds, as to which this Bond Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or 4.01(b), have been paid in full. Thereafter, the obligations in Sections 6.07 and 4.04 shall survive.

Section 4.02 Conditions to Defeasance.

The Bond Issuer may exercise the Legal Defeasance Option or the Covenant Defeasance Option of Bonds only if:

(a) the Bond Issuer irrevocably deposits or causes to be deposited in trust with the Bond Trustee cash or U.S. Government Obligations for the payment of principal of and interest on each such Bond to the Scheduled Maturity Date;

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(b) the Bond Issuer delivers to the Bond Trustee a certificate from a nationally recognized firm of Independent 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 Bonds (i) subject to clause (ii), principal in accordance with the Expected Amortization Schedule therefor, and (ii) interest when due;

(c) in the case of the Legal Defeasance Option, 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 5.01(d) or (e) occurs which is continuing at the end of the period;

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

(e) in the case of an exercise of the Legal Defeasance Option, the Bond Issuer shall have delivered to the Bond Trustee an Opinion of Counsel stating that (i) the Bond 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 Bond 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 Bonds will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance 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 an exercise of the Covenant Defeasance Option, the Bond Issuer shall have delivered to the Bond Trustee an Opinion of Counsel to the effect that the Holders of the Bonds will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance 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; and

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

Section 4.03 Application of Trust Money.

All moneys or U.S. Government Obligations deposited with the Bond Trustee pursuant to Section 4.01 or 4.02 hereof shall be held in trust and applied by it, in accordance with the provisions of the Bonds and this Bond Indenture, to the payment, either directly or through any Paying Agent, as the Bond Trustee may determine, to the Holders of the particular Bonds for the payment of which such moneys or U.S. Government Obligations have been deposited with the Bond Trustee, of all sums due and to become due thereon for principal and interest, but such moneys need not be segregated from other funds except to the extent required herein or in the Servicing Agreement or required by law.

Section 4.04 Repayment of Moneys Held by Paving Agent.

In connection with the satisfaction and discharge of this Bond Indenture or the Covenant Defeasance Option or Legal Defeasance Option with respect to the Bonds, all moneys then held by any Paying Agent other than the Bond Trustee under the provisions of this Bond Indenture with respect to such Bonds shall, upon demand of the Bond Issuer, be paid to the Bond 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”, 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):

(a) default in the payment of any interest on any Bond when the same becomes due and payable, and such default shall continue for a period of five days; or

(b) default in the payment of the then unpaid principal of any Bond on the Final Maturity Date; or

(c) default in the observance or performance in any material respect of any covenant or agreement of the Bond Issuer made in this Bond Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Bond Issuer made in this Bond Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Bond Issuer by the Bond Trustee or to the Bond Issuer and the Bond Trustee by the Holders of at least 25 percent of the Outstanding Amount of the Bonds, 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

(d) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Bond 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 Bond Issuer or for any substantial part of the Collateral, or ordering the winding-up or liquidation of the Bond Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(e) the commencement by the Bond 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 Bond Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Bond Issuer to the appointment or taking possession by a receiver, liquidation, assignee, custodian, trustee, sequestration or similar official of the Bond Issuer or for any substantial part of the Collateral, or the making by the Bond Issuer of any general assignment for the benefit of creditors, or the failure by the Bond Issuer generally to pay its debts as such debts become due, or the taking of action by the Bond Issuer in furtherance of any of the foregoing; or

(f) any act or failure to act by the State of Ohio or any of its agencies (including the PUCO), which violates or is not in accordance with the State Pledge.

The Bond Issuer shall deliver to a Responsible Officer of the Bond Trustee, the Certificate Trustee 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 (i) which is an Event of Default under clause (a), (b), (d), (e) or (f) or (ii) which with the giving of notice, the lapse of time, or both would become an Event of Default under clause (b) or (c), including, in each case, the status of such Default or Event of Default and what action the Bond Issuer is taking or proposes to take with respect thereto.

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Section 5.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default should occur and be continuing, then and in every such case the Bond Trustee or the Holders of Bonds representing not less than a majority of the Outstanding Amount of the Bonds may declare all the Bonds to be immediately due and payable, by a notice in writing to the Bond Issuer (and to the Bond Trustee if given by Bondholders), and upon any such declaration the unpaid principal amount of the Bonds, 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 Bond Trustee as hereinafter in this Article V provided, the Holders of Bonds representing a majority of the Outstanding Amount of the Bonds, by written notice to the Bond Issuer and the Bond Trustee, may rescind and annul such declaration and its consequences if

(a) the Bond Issuer has paid or deposited with the Bond Trustee a sum sufficient to pay:

(i) all payments of principal of and interest on all Bonds and all other amounts that would then be due hereunder or upon such Bonds if the Event of Default giving rise to such acceleration had not occurred; and

(ii) all sums paid or advanced by the Bond Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Bond Trustee and its agents and counsel and all amounts due under the Fee and Indemnity Agreement; and

(b) all Events of Default, other than the nonpayment of the principal of the Bonds 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 Default or impair any right consequent thereto.

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Bond Trustee.

(a) The Bond Issuer covenants that if (i) default is made in the payment of any interest on any Bond when the same becomes due and payable, and such default continues for a period of five days or (ii) default is made in the payment of the then unpaid principal of any Bond on the Final Maturity Date for such Bond, the Bond Issuer will, upon demand of the Bond Trustee, pay to it, for the benefit of the Holders of the Bonds, the whole amount then due and payable on such Bonds for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective rate borne by the Bonds of the applicable Tranche 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 Bond Trustee and its agents and counsel and an amount sufficient to cover all amounts required to be paid by the Bond Issuer under the Fee and Indemnity Agreement.

(b) Subject to Section 11.16 and Section 11.18, in case the Bond Issuer shall fail forthwith to pay such amounts upon such demand, the Bond 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 Bond Issuer or other obligor upon such Bonds and collect in the manner provided by law out of the property of the Bond Issuer or other obligor upon such Bonds, wherever situated, the moneys adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Bond 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 Bondholders, by such appropriate Proceedings as the Bond Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Bond 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 Bond Trustee by this Bond Indenture or by law.

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(d) In case there shall be pending, relative to the Bond Issuer or any other obligor upon the 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 Bond Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Bond Issuer or other obligor upon the Bonds, or to the creditors or property of the Bond Issuer or such other obligor, the Bond Trustee, irrespective of whether the principal of any Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Bond 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 and interest owing and unpaid in respect of the Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of (A) the Bond Trustee (including any claim for reasonable compensation to the Bond Trustee and each predecessor Bond Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Bond Trustee and each predecessor Bond Trustee, except as a result of negligence or willful misconduct), (B) the Bondholders and (C) each Person for whom a claim may be made under this Bond Indenture and the Fee and Indemnity Agreement, allowed in such Proceedings;

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

(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 Bondholders and of the Bond Trustee on their behalf;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Bondholders to make payments to the Bond Trustee, and, in the event that the Bond Trustee shall consent to the making of payments directly to such Bondholders, to pay to the Bond Trustee (or such other beneficiary under this Bond Indenture and the Fee and Indemnity Agreement) such amounts as shall be sufficient to cover reasonable compensation and other amounts owing hereunder to the Bond Trustee or such Person, each predecessor Bond Trustee and their respective agents, attorneys and counsel, and all other reasonable expenses and liabilities incurred, and all advances made, by the Bond Trustee and each predecessor Bond Trustee except as a result of negligence or willful misconduct.

(e) Nothing herein contained shall be deemed to authorize the Bond Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Bonds or the rights of any Holder thereof or to authorize the Bond Trustee to vote in respect of the claim of any 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 Bond Indenture, or under any of the Bonds, may be enforced by the Bond Trustee without the possession of any of the Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Bond 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 Bond Trustee, each predecessor Bond Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Bonds.

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

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Section 5.04 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing, the Bond 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 Bonds or under this Bond Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Bond Issuer and any other obligor upon such Bonds moneys adjudged due;

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

(iii) exercise any remedies of a secured party under the UCC, the Statute or other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Bond Trustee and the Holders of the Bonds; and

(iv) sell the 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;

provided, however, that the Bond 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(a) or (b) unless (A) the Holders of 100 percent of the Outstanding Amount of the Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Bondholders are sufficient to discharge in full all amounts then due and unpaid upon such Bonds for principal and interest after taking into account payment of all amounts due prior thereto pursuant to the priorities set forth in Section 8.02(e) or (C) the Bond Trustee determines that the Collateral will not continue to provide sufficient funds for all payments on the Bonds as they would have become due if the Bonds had not been declared due and payable, and the Bond Trustee obtains the consent of Holders of at least 66 2/3 percent of the Outstanding Amount of the Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Bond 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 the Bond 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 Possession of the Collateral.

If the Bonds 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 Bond Trustee may, but need not, elect to maintain possession of the Collateral. It is the desire of the parties hereto and the Bondholders that there be at all times sufficient funds for the payment of principal of and interest on the Bonds, and the Bond Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Bond 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.

Section 5.06 Limitation of Suits.

No Holder of any Bond shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Bond Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder and each Holder agrees, by its acceptance of any Bond, to the fullest extent permitted by law, not to avail itself of any remedies in the Statute or to utilize or enforce the Statutory Lien, unless:

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(a) such Holder previously has given written notice to the Bond Trustee of a continuing Event of Default;

(b) the Holders of not less than a majority of the Outstanding Amount of the Bonds have made written request to the Bond Trustee to institute such Proceeding in respect of such Event of Default in its own name as Bond Trustee hereunder;

(c) such Holder or Holders have offered to the Bond Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

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

(e) no direction inconsistent with such written request has been given to the Bond Trustee during such 60-day period by the Holders of at least a majority of the Outstanding Amount of the Bonds;

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

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

Section 5.07 Unconditional Rights of Bondholders To Receive Principal and Interest.

Notwithstanding any other provisions in this Bond Indenture, the Holder of any Bond shall have the right, which is absolute and unconditional, (a) to receive payment of (i) the interest, if any, on such Bond on or after the due dates thereof expressed in such Bond or in this Bond Indenture or (ii) the unpaid principal, if any, of such Bonds on or after the Final Maturity Date therefor and (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 Bond Trustee or any Bondholder has instituted any Proceeding to enforce any right or remedy under this Bond Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Bond Trustee or to such Bondholder, then and in every such case the Bond Issuer, the Bond Trustee and the 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 Bond Trustee and the 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 Bond Trustee or to the 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 Bond Trustee or any 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

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Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Bond Trustee or to the Bondholders may be exercised from time to time, and as often as may be deemed expedient, by the Bond Trustee or by the Bondholders, as the case may be.

Section 5.11 Control by Bondholders.

The Holders of a majority of the Outstanding Amount of the Bonds (or, if less than all Tranches are affected, the affected Tranche or Tranches) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Bond Trustee with respect to the Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Bond Trustee with respect to such Tranche or Tranches; provided, however, that

(a) such direction shall not be in conflict with any rule of law or with this Bond Indenture and not involve the Bond Trustee in any personal liability or expense;

(b) subject to the express terms of Section 5.04, any direction to the Bond Trustee to sell or liquidate the Collateral shall be by the Holders of Bonds representing not less than 100 percent of the Outstanding Amount of the Bonds;

(c) if the conditions set forth in Section 5.05 have been satisfied and the Bond Trustee elects to retain the Collateral pursuant to such Section 5.05, then any direction to the Bond Trustee by Holders of Bonds representing less than 100 percent of the Outstanding Amount of the Bonds to sell or liquidate the Collateral shall be of no force and effect; and

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

provided, however, that, subject to Section 6.01, the Bond Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Bondholders not consenting to such action. Furthermore and without limiting the foregoing, the Bond Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any cost, expense or liability.

Section 5.12 Waiver of Past Defaults.

Prior to the declaration of the acceleration of the maturity of the Bonds as provided in Section 5.02, the Holders of Bonds of not less than a majority of the Outstanding Amount of the Bonds may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Bonds or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Bond of all Tranches affected. In the case of any such waiver, the Bond Issuer, the Bond Trustee and the Holders of the 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 Event of 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 Bond 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 Bond Indenture agree, and each Holder of any 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 Bond Indenture, or in any suit against the Bond Trustee for any action taken, suffered or omitted by it as Bond Trustee, the filing by any party litigant in such suit of an undertaking to pay the

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costs of such suit, and that such court may in its discretion, subject to applicable law, 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 5.13 shall not apply to (a) any suit instituted by the Bond Trustee, (b) any suit instituted by any Bondholder, or group of Bondholders, in each case holding in the aggregate more than 10 percent of the Outstanding Amount of the Bonds or (c) any suit instituted by any Bondholder for the enforcement of the payment of (i) interest on any Bond on or after the due dates expressed in such Bond and in this Bond Indenture or (ii) the unpaid principal, if any, of any Bond on or after the Final Maturity Date therefor.

Section 5.14 Waiver of Stay or Extension Laws.

The Bond 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 Bond Indenture; and the Bond 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 Bond 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 Bonds.

The Bond Trustee’s right to seek and recover judgment on the Bonds or under this Bond Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Bond Indenture. Neither the Lien of this Bond Indenture nor any rights or remedies of the Bond Trustee or the Bondholders shall be impaired by the recovery of any judgment by the Bond Trustee against the Bond 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 Bond Issuer.

Section 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Bond Trustee to do so and at the Bond Issuer’s expense, the Bond Issuer agrees to take all such lawful action as the Bond Trustee may reasonably request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Bond Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Bond Issuer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, to the extent and in the manner directed by the Bond Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale Agreement and the Servicing Agreement, respectively.

(b) If an Event of Default has occurred, the Bond Trustee may, and, at the direction (which direction shall be in writing, sent electronically or by telephone (confirmed in writing promptly thereafter)) of the Holders of at least 66 2/3 percent of the Outstanding Amount of the Bonds shall, subject to Article VI, exercise all rights, remedies, powers, privileges and claims of the Bond Issuer against the Seller or the Servicer under or in connection with the Sale Agreement and the Servicing Agreement, respectively, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Bond Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement or the Servicing Agreement, respectively, and any right of the Bond Issuer to take such action shall be suspended.

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ARTICLE VI

The Bond Trustee

Section 6.01 Duties of Bond Trustee.

(a) If an Event of Default has occurred and is continuing, the Bond Trustee shall exercise the rights and powers vested in it by this Bond 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 Bond Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Bond Indenture and no implied covenants or obligations shall be read into this Bond Indenture against the Bond Trustee; and

(ii) in the absence of bad faith on its part, the Bond 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 Bond Trustee and conforming to the requirements of this Bond Indenture; however, the Bond Trustee shall examine the certificates and opinions to determine whether or not they appear on their face to conform to the requirements of this Bond Indenture.

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

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

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

(iii) the Bond 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 hereunder.

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

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

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

(g) No provision of this Bond Indenture shall require the Bond 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 indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

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

(i) In the event that the Bond Trustee is also acting as Paying Agent or Bond Registrar hereunder, this Article VI shall also be afforded to such Paying Agent or Bond Registrar.

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(j) Under no circumstances shall the Bond Trustee be liable for any indebtedness of the Bond Issuer, the Servicer or the Seller evidenced by or arising under the Bonds or any Basic Document.

(k) Commencing with March 15, 2014, and to the extent required by law, on or before March 15th of each fiscal year ending December 31, the Bond Trustee shall (i) deliver to the Bond Issuer a report (in form and substance reasonably satisfactory to the Bond Issuer and addressed to the Bond Issuer and signed by an authorized officer of the Bond Trustee) regarding the Bond Trustee’s assessment of compliance, during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C hereto as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Bond Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Bond Issuer that attests to and reports on, in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act, the assessment of compliance made by the Bond Trustee and delivered pursuant to clause (i).

Section 6.02 Rights of Bond Trustee.

Subject to the provisions of Trust Indenture Act § 315:

(a) the Bond Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Bond Trustee need not investigate any matter or fact stated in such document;

(b) any request or direction of the Bond Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request;

(c) before the Bond Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s Certificate or an Opinion of Counsel of external counsel of the Bond Issuer (at no cost or expense to the Bond Trustee) that such action is required or permitted hereunder. The Bond Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

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

(e) the Bond Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Bond Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request or direction of any of the Bondholders pursuant to this Bond Indenture, unless such Bondholders shall have offered to the Bond Trustee security or indemnity satisfactory to it against the cost, expenses (including reasonable legal fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction;

(f) the Bond Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, paper or other document;

(g) the Bond Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Bond Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any agent, attorney custodian or nominee appointed with due care by it hereunder; and the Bond Trustee shall give prompt written notice to the Rating Agencies of the appointment of any such agent, custodian or nominee to whom it delegates any of its express duties under this Bond Indenture; provided, that the Bond Trustee

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shall not be obligated to give such notice (i) if the Bond Issuer or the Holders have directed the Bond Trustee to appoint such agent, custodian or nominee (in which event the Bond Issuer shall give prompt notice to the Rating Agencies of any such direction) or (ii) of the appointment of any agents, custodians or nominees made at any time that an Event of Default on account of non-payment of principal or interest on the Bonds or insolvency of the Bond Issuer has occurred and is continuing.

(h) the Bond Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of Bonds relating to the time, method and place of conducting any proceeding for any remedy available to the Bond Trustee, or exercising any trust or power conferred upon the Bond Trustee, under this Bond Indenture;

(i) the Bond Trustee shall not be required to expend or risk its own funds 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 for believing that repayment of such funds or indemnity satisfactory to it against such risk is not reasonably assured to it;

(j) the Bond Trustee shall not be personally liable for any action taken or suffered or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Bond Indenture; provided, however, that the Bond Trustee’s conduct does not constitute willful misconduct, negligence or bad faith;

(k) in the event that the Bond Trustee is also acting as Paying Agent, authenticating agent or Bond Registrar hereunder, the rights and protections afforded to the Bond Trustee pursuant to this Article VI shall also be afforded to such Paying Agent, authenticating agent or Bond Registrar;

(l) the Bond Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer obtains actual knowledge of such event or the Bond Trustee receives written notice of such event from the Bond Issuer, the Servicer or a majority of the Holders of Bonds of the Tranche or Tranches so affected;

(m) without limiting its rights under bankruptcy law, when the Bond Trustee incurs expenses or renders services in connection with the insolvency or bankruptcy of any party hereto or with the Basic Documents to which it is a party such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy or insolvency law;

(n) the Bond Trustee shall not be required to give any bond or surety in respect of the execution of the trust created herby or the power granted hereunder;

(o) in no event shall the Bond Trustee be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Bond Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(p) the right of the Bond Trustee to perform any discretionary act enumerated in this Bond Indenture shall not be construed as a duty, and the Bond Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;

(q) the Bond Trustee shall have no duty to file any financing statement or continuation statement evidencing a security interest or to maintain any such filing, or to maintain any insurance; and

(r) the Bond Trustee shall have no obligation to supervise the Servicer or act as successor Servicer, and shall not be liable for any default or misconduct of the Servicer.

Section 6.03 Individual Rights of Bond Trustee.

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

Section 6.04 Bond Trustee’s Disclaimer.

Except as set forth in Section 6.13, the Bond Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Bond Indenture or the Bonds, it shall not be accountable for the Bond Issuer’s use of the proceeds from the Bonds, and it shall not be responsible for any statement of the Bond Issuer in the Bond Indenture or in any document issued in connection with the sale of the Bonds or in the Bonds other than the Bond Trustee’s certificate of authentication. The Bond Trustee shall not be responsible for the form, character, genuineness, sufficiency, value or validity of any of the Collateral, for the validity, priority or perfection of any lien or security interest granted to it hereunder (except to the extent impaired by action or omission constituting negligence or willful misconduct on the part of the Bond Trustee, or for or in respect of the Bonds (other than the certificate of authentication for the Bonds) or the Basic Documents and the Bond Trustee shall in no event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided in this Bond Indenture. The Bond Trustee shall not be liable for the default or misconduct of the Bond Issuer or the Servicer under the Basic Documents or otherwise, and the Bond Trustee shall have no obligation or liability to perform the obligations of such Persons.

Section 6.05 Notice of Defaults.

If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Bond Trustee, the Bond Trustee shall transmit to each Holder of Bonds and to the Rating Agencies notice of the Default within 30 days after actual notice of such Default was received by a Responsible Officer of the Bond Trustee (provided that the Bond Trustee shall give the Rating Agencies prompt written notice of any payment Default in respect of the Bonds). Except in the case of a Default in payment of principal of or interest on any Bond, the Bond Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith after consultation with the Certificate Trustee determines that prompt notice of the Default is not likely to be material to Holders and the Default is likely to be cured and therefore that withholding the notice is in the interests of Bondholders and the Certificateholders.

Section 6.06 Reports by Bond Trustee to Holders.

(a) So long as the Bond Trustee is the Bond Registrar and Paying Agent, upon the written request of a Bondholder the Bond Trustee shall deliver to such Bondholder such information in its possession as may be required to enable such Holder to prepare its federal and state income tax returns.

(b) On or prior to each Payment Date therefor, the Bond Trustee will provide to each Holder of Bonds on such Payment Date a statement prepared by the Servicer and provided to the Bond Trustee which will include (to the extent applicable) the following information as to the Bonds with respect to such Payment Date or the period since the previous Payment Date, as applicable:

(i) the amount of the payment to Bondholders allocable to principal;

(ii) the amount of the payment to Bondholders allocable to interest;

(iii) the Outstanding Amount, after giving effect to payments allocated to principal reported under (i) above;

(iv) the difference, if any, between the Outstanding Amount and the Projected Principal Balance as of such Payment Date, after giving effect to payments to be made on such Payment Date;

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(v) the amount on deposit in the Capital Subaccount as of the Payment Date;

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

(vii) the amount paid to the Bond Trustee, the Delaware Trustee, and the Certificate Trustee since the previous Payment Date;

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

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

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

(c) The Bond Issuer shall send a copy of each Certificate of Compliance delivered to it pursuant to Section 3.03 of the Servicing Agreement and Annual Accountant’s Report delivered to it pursuant to Section 3.04 of the Servicing Agreement to the Bond Trustee, the Certificate Trustee, the Bondholders and the Rating Agencies and to the Servicer for posting on the 17g-5 Website in accordance with Rule 17g-5 of the Commission.

(d) The Bond Trustee will provide to the Certificate Trustee the statement required to be sent to Certificateholders pursuant to Section 4.03 of the Certificate Indenture, such statement to be prepared by the Servicer and provided to the Bond Trustee with the statement referenced in 6.06(b) above.

Section 6.07 Compensation and Indemnity.

Subject to Section 8.02(e), the Bond Issuer shall pay to the Bond Trustee from time to time reasonable compensation for its services. The Bond Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.

Subject to Section 8.02(e), the Bond Issuer shall reimburse the Bond 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 Bond Trustee’s agents, counsel, accountants and experts. Subject to Section 8.02(e), the Bond Issuer shall indemnify, defend and hold harmless the Bond Trustee and any of its affiliates, officials, officers, directors, employees, consultants, counsel and agents (the “Indemnified Persons”) from and against any and all losses, claims, actions, suits, taxes, damages, expenses (including, without limitation, reasonable legal fees and expenses) and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, administration, operation or termination of this trust and the performance by the Bond Trustee of its duties hereunder, the failure of the Bond Issuer or any other Person (other than the Person being indemnified) to perform its obligations hereunder or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the transactions contemplated thereby, provided, however , that the Bond Issuer is not required to indemnify any Indemnified Person for any Expenses that result from the willful misconduct or negligence of such Indemnified Person. The willful misconduct or negligence of any Bond Trustee shall not affect the rights of any predecessor or successor Bond Trustee hereunder. The Indemnified Person shall notify the Bond Issuer as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indemnified Person to so notify the Bond Issuer shall not relieve the Bond Issuer of its obligations hereunder. The Bond Issuer shall defend the claim and the Indemnified Person may have separate counsel and the Bond Issuer shall pay the fees and expenses of such counsel. The Bond Issuer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.07, (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

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

The Bond Issuer acknowledges and agrees that under the Certificate Indenture the Certificate Trustee shall pay the fees and expenses of, and shall indemnify and hold harmless the Bond Trustee and the Delaware Trustee, to the extent that payments required to be made by the Bond Issuer to the Bond Trustee under this Section 6.07 or to the Delaware Trustee under the Fee and Indemnity Agreement, as the case may be, are not made by the Bond Issuer when due.

Section 6.08 Replacement of Bond Trustee and Securities Intermediary.

The Bond Trustee may resign at any time by so notifying the Bond Issuer, provided, however, that no such resignation shall be effective until either (a) the Collateral has been completely liquidated and the proceeds of the liquidation distributed to the Bondholders or (b) a successor trustee having the qualifications set forth in Section 6.11 has been designated and has accepted such trusteeship. The Holders of a majority in Outstanding Amount of the Bonds may remove the Bond Trustee by so notifying the Bond Trustee and may appoint a successor Bond Trustee. The Bond Issuer shall remove the Bond Trustee if:

(a) the Bond Trustee fails to comply with Section 6.11;

(b) the Bond Trustee is adjudged a bankrupt or insolvent;

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

(d) the Bond Trustee otherwise becomes incapable of acting; or

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

Any removal or resignation of the Bond Trustee shall also constitute a removal or resignation of the Securities Intermediary.

If the Bond Trustee resigns or is removed or if a vacancy exists in the office of Bond Trustee for any reason (the Bond Trustee in such event being referred to herein as the retiring Bond Trustee), the Bond Issuer shall promptly appoint a successor Bond Trustee and Securities Intermediary.

A successor Bond Trustee shall deliver a written acceptance of its appointment to the retiring Bond Trustee and to the Bond Issuer. Thereupon the resignation or removal of the retiring Bond Trustee shall become effective, and the successor Bond Trustee shall have all the rights, powers and duties of the Bond Trustee and Securities Intermediary under this Bond Indenture. The successor Bond Trustee shall mail a notice of its succession to Bondholders and to the Rating Agencies. The retiring Bond Trustee shall promptly transfer all property held by it as Bond Trustee to the successor Bond Trustee.

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

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

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

Section 6.09 Successor Bond Trustee by Merger.

If the Bond 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 without any further act shall be the successor Bond Trustee. The successor Bond Trustee shall mail a notice of its merger, conversion, consolidation or transfer to the Rating Agencies.

In case at the time such successor or successors by merger, conversion, consolidation or transfer to the Bond Trustee shall succeed to the trusts created by this Bond Indenture any of the Bonds shall have been authenticated but not delivered, any such successor to the Bond Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Bonds so authenticated; and in case at that time any of the Bonds shall not have been authenticated, any successor to the Bond Trustee may authenticate such Bonds either in the name of any predecessor hereunder or in the name of the successor to the Bond Trustee; and in all such cases such certificates shall be valid for all purposes hereunder and under the Bonds.

Section 6.10 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this Bond 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 or to address divergent or conflicting interests among Holders of Certificates of separate Tranches of Certificates as a result of variations in terms of the respective underlying Bonds of corresponding Tranches, the Bond 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 Bondholders, such title to the Collateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Bond Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Bondholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof. Notice of any such appointment shall be promptly given to each Rating Agency by the Bond 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 Bond Trustee shall be conferred or imposed upon and exercised or performed by the Bond 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 Bond 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 Bond 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 Bond Trustee;

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

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

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(c) Any notice, request or other writing given to the Bond 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 Bond 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 Bond Trustee or separately, as may be provided therein, subject to all the provisions of this Bond Indenture, specifically including every provision of this Bond Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Bond Trustee. Every such instrument shall be filed with the Bond Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Bond 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 Bond 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 Bond Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11 Eligibility; Disqualification.

The Bond Trustee shall at all times satisfy the requirements of Trust Indenture Act Section 310(a) and Section 310(a)(5). The Bond 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 at least “A” (or the equivalent thereof) or better by the Rating Agencies. The Bond Trustee shall comply with Trust Indenture Act Section 310(b), including the optional provision permitted by the second sentence of Trust Indenture Act Section 310(b)(9); provided, however, that there shall be excluded from the operation of Trust Indenture Act Section 310(b)(1) any indenture or indentures under which other securities of the Bond Issuer are outstanding if the requirements for such exclusion set forth in Trust Indenture Act Section 310(b)(1) are met.

Section 6.12 Preferential Collection of Claims Against Bond Issuer.

The Bond Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Bond Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

Section 6.13 Representations and Warranties of Bond Trustee.

The Bond Trustee hereby represents and warrants that:

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

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

Section 6.14 Custody of Collateral.

The Bond Trustee shall hold such of the Collateral (and any other collateral that may be granted to the Bond Trustee) as consists of instruments, deposit accounts, securities accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Bond Trustee shall hold such of the Collateral as constitutes investment property through the Securities Intermediary (which, as of the date hereof, is U.S. Bank National Association). The initial Securities Intermediary, hereby agrees (and each future Securities Intermediary shall agree) with the Bond Trustee that (a) such investment property shall at all times be credited to a securities account of the Bond Trustee, (b) the Securities Intermediary shall treat the Bond 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) the Securities Intermediary shall comply with

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entitlement orders originated by the Bond Trustee without the further consent of any other Person, (e) the Securities Intermediary will not agree with any Person other than the Bond Trustee to comply with entitlement orders originated by such other Person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien or right of set-off in favor of the Securities Intermediary or anyone claiming through it (other than the Bond Trustee), and (g) such securities accounts shall be governed by the internal laws of the State of New York. 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 6.14, or elsewhere in this Bond Indenture, the Bond Trustee shall not hold Collateral through an agent or a nominee.

ARTICLE VII

Bondholders’ Lists and Reports

Section 7.01 Bond Issuer To Furnish Bond Trustee Names and Addresses of Bondholders.

The Bond Issuer will furnish or cause to be furnished to the Bond Trustee (a) not more than five days after the earlier of (i) each Record Date and (ii) six months after the last Record Date, a list, in such form as the Bond Trustee may reasonably require, of the names and addresses of the Holders of Bonds as of such Record Date, (b) at such other times as the Bond Trustee may request in writing, within 30 days after receipt by the Bond 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 Bond Trustee is the Bond Registrar, no such list shall be required to be furnished.

Section 7.02 Preservation of Information: Communications to Bondholders.

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

(b) Bondholders may communicate pursuant to Trust Indenture Act Section 312(b) with other Bondholders with respect to their rights under this Bond Indenture or under the Bonds.

(c) The Bond Issuer, the Bond Trustee and the Bond Registrar shall have the protection of Trust Indenture Act Section 312(c).

Section 7.03 Reports by Bond Issuer.

(a) The Bond Issuer shall:

(i) so long as the Bond Issuer is required to file such documents with the Commission, file with the Bond Trustee, within 15 days after the Bond 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 Bond Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) provide to the Bond Trustee and file with 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 Bond Issuer with the conditions and covenants of this Bond Indenture as may be required from time to time by such rules and regulations; and

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(iii) supply to the Bond Trustee (and the Bond Trustee shall transmit to all Bondholders described in Trust Indenture Act Section 313(c)) such summaries of any information, documents and reports required to be filed by the Bond 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.

(b) Unless the Bond Issuer otherwise determines and provides written notice to the Bond Trustee, the fiscal year of the Bond Issuer shall end on December 31 of each year.

Section 7.04 Reports by Bond Trustee.

If required by Trust Indenture Act Section 313(a), within 60 days after December 31 of each year, commencing December 31, 2013, the Bond Trustee shall transmit to each Holder of Bonds as required by Trust Indenture Act Section 313(c) a brief report dated as of such date that complies with Trust Indenture Act Section 313(a). The Bond Trustee also shall comply with Trust Indenture Act Section 313(b); provided, however, that the initial report so issued shall be delivered not more than twelve (12) months after the date hereof.

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

ARTICLE VIII

Accounts, Disbursements and Releases

Section 8.01 Collection of Money.

Except as otherwise expressly provided herein, the Bond 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 Bond Trustee, the Certificate Trustee or the Delaware Trustee pursuant to this Bond Indenture, the Certificate Indenture and the Fee and Indemnity Agreement. The Bond Trustee shall apply all such money received by it as provided in this Bond Indenture. Except as otherwise expressly provided in this Bond 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 Bond Trustee may take such action as may be appropriate to enforce such payment or performance, subject to Article VI, 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 Bond Indenture and any right to proceed thereafter as provided in Article V.

Section 8.02 Collection Account.

(a)(i) Prior to the Issuance Date, the Bond Trustee shall cause to be established with the Securities Intermediary, in the Bond Trustee’s name, located at the Bond Trustee’s Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts in the Bond Trustee’s name for the deposit of Estimated Phase-In-Recovery Charge Payments and other amounts remitted under the Servicing Agreement (collectively, the “Collection Account”). The Bond Trustee shall hold the Collection Account for the benefit of Bondholders, the Bond Trustee and the other Persons indemnified hereunder or under the Fee and Indemnity Agreement. The Collection Account will consist of three subaccounts: a general subaccount (the “General Subaccount”), an excess funds subaccount (the “Excess Funds Subaccount” and a capital subaccount (the “Capital Subaccount”). All amounts in the Collection Account not allocated to any other subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account shall be allocated to the General 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 the Collection Account shall be made as set forth in this Section 8.02. The Collection Account shall at all times be maintained in an Eligible Account and only the Bond Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Bond

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Indenture. Funds in the Collection Account shall not be commingled with any other moneys. Except as provided in Section 8.03, all moneys deposited from time to time in the Collection Account, all deposits therein pursuant to this Bond 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 Bond Trustee in the Collection Account as part of the Collateral as herein provided.

(ii) The Securities Intermediary hereby confirms that (A) the 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, (B) 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 (C) the Bond Trustee for the benefit of the Bondholders 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 no 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 Collection Account and shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. Notwithstanding anything to the contrary, New York State shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110 of the UCC, and the Collection Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

(b) The Bond Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account and shall apply such amounts therein as provided in this Section 8.02. The Bond Trustee shall also pay from the Collection Account any amounts requested to be paid by the Servicer pursuant to Section 4.03(b) of the Servicing Agreement.

(c) All Estimated Phase-In-Recovery Charge Payments and other remittances under the Servicing Agreement shall be deposited in the General Subaccount as provided in Section 4.03 of the Servicing Agreement. All deposits to and withdrawals from the Collection Account and all allocations to the subaccounts of the Collection Account shall be made by the Bond Trustee in accordance with the written instructions provided by the Servicer in the Semiannual Servicer Certificate or as otherwise provided herein.

(d) On any Business Day upon which the Bond Trustee receives a written request from the Administrator stating that any Operating Expense payable by the Bond Issuer (but only as described in clauses (i) through (iv) below) will become due and payable prior to the next succeeding Payment Date, and setting forth the amount and nature of such Operating Expenses, as well as any supporting documentation that the Bond Trustee may reasonably request, the Bond Trustee, upon receipt of such information and subject to the Cap, will make payment of such Operating Expenses on or before the date such payment is due from amounts on deposit in the General Subaccount, the Excess Funds Subaccount and the Capital Subaccount, in that order and only to the extent required to make such payment.

(e) On each semiannual Payment Date, or for any amount payable under clauses (i) through (iv) below, on any Business Day, the Bond Trustee shall apply, at the direction of the Servicer and subject to the Cap if applicable, all amounts on deposit in the Collection Account, including all earnings thereon, to allocate or pay the following amounts, in accordance with the Semiannual Servicer Certificate, in the following priority:

(i) first, all fees, costs, expenses (including legal fees and expenses) and indemnity amounts owed by the Bond Issuer to the Bond Trustee, Certificate Trustee and Delaware Trustee under the applicable Basic Documents shall be paid to the Bond Trustee, Certificate Trustee and Delaware Trustee (subject to Section 6.07), respectively, and, second, all fees, costs, expenses (including legal fees and expenses) and indemnity amounts owed by the Bond Issuer to the Certificate Issuer under the applicable Basic Documents shall be paid to the Certificate Issuer; provided that the total of the foregoing amounts paid shall not exceed $100,000 annually;

(ii) the Servicing Fee for such Payment Date and all unpaid Servicing Fees from prior Payment Dates shall be paid to the Servicer;

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(iii) the Administration Fee and all unpaid Administration Fees from prior Payment Dates shall be paid to the Administrator and amounts due independent directors of the Bond Issuer shall be paid to such independent directors;

(iv) the payment of all other Operating Expenses for such Payment Date shall be paid to the Persons entitled thereto;

(v) first, any overdue Semiannual Interest (together with, to the extent lawful, interest on such overdue Semiannual Interest at the applicable Bond Interest Rate) and second, Semiannual Interest for such Payment Date shall be paid to the Bondholders;

(vi)(A) first, principal due and payable on the Bonds as a result of an Event of Default (and assuming the Bonds have been declared immediately due and payable) or on the Final Maturity Date of a Tranche of the Bonds shall be paid to the Bondholders and (B) second, Semiannual Principal for such Payment Date shall be paid to the Bondholders in accordance with the priorities set forth in Section 2.01(c)(iii);

(vii) unpaid Operating Expenses (including, without limitation, fees, expenses and indemnity amounts) owed by the Bond Issuer under the Basic Documents shall be paid first, to the Persons entitled thereto (other than the Bond Trustee, Delaware Trustee and Certificate Trustee) and second, to the Bond Trustee, Delaware Trustee and Certificate Trustee;

(viii) the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Subaccount as of such Payment Date shall be allocated to the Capital Subaccount;

(ix) an amount equal to one-half of 6.85% of the Required Capital Level shall be paid to the Seller;

(x) reimbursement of the Servicer for any amounts paid by the Servicer to the Bond Trustee, Delaware Trustee or Certificate Trustee pursuant to Section 6.02(f) of the Servicing Agreement;

(xi) the balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates; and

(xii) after, first, the payment of all principal of and interest on all Bonds and all other approved Financing Costs, and second, the payment of any unpaid amounts due the Bond Trustee, the Certificate Trustee or the Delaware Trustee under clause (i) above that exceeded the Cap, then the balance, if any, shall be paid to the Bond Issuer, free from the Lien of this Bond Indenture.

All payments of interest pursuant to clause (v), shall be allocated among each Tranche of Bonds pro rata based upon the respective amounts of interest owed on the Bonds of each Tranche, and allocated and paid to Holders within each Tranche pro rata based upon the respective principal amount of Bonds held. All payments of principal pursuant to clause (vi)(A) shall be made to such Holders pro rata based on the respective principal amounts of Bonds held by such Holders. All payments of principal pursuant to clause (vi)(B) above shall be made to the Holders of the Tranche then entitled to payment, based upon the Expected Amortization Schedule in accordance with the priority set forth in Section 2.01(c)(iii).

In accordance with the Financing Order, certain approved ongoing Financing Costs recoverable through Phase-In-Recovery Charges (including, without limitation, those referenced in clauses (i) through (iv), (vii), (ix) and (x) above) may not exceed on an annual basis the aggregate amount approved for such ongoing Financing Costs by more than 5%. The sum of such approved annual ongoing Financing Costs ($1,072,732) plus an amount equal to 5% of such costs is equal to $1,126,369, which amount is referred to as the “Cap”. The ongoing Financing Costs referenced in clauses (i) through (iv), (vii), (ix) and (x) above, to the extent in excess of the Cap for any given annual period, may be recovered in any subsequent annual period (subject to the annual Cap in such subsequent period). Unused Cap amounts in a given year will not be available for recovery of any ongoing Financing Costs in a subsequent year. In the case of a non-utility Servicer with a servicing fee of 0.75% of the initial principal balance of the Bonds (the maximum permitted to be paid to a non-utility Servicer under the Financing Order), as compared to 0.10% to be paid to the initial Servicer, the Cap would be $4,277,550.

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(f) If on any Payment Date, or for any amounts payable under clauses (i) through (iv) above, on any Business Day, funds on deposit in the General Subaccount are insufficient to make the payments contemplated by clauses (i) through (vi) of Section 8.02(e), the Bond Trustee shall (i) first, draw from amounts on deposit in the Excess Funds Subaccount and (ii) second, draw from amounts on deposit in the Capital Subaccount, in each case, up to the amount of such shortfall in order to make the payments contemplated by clauses (i) through (vi) of Section 8.02(e). In addition, if on any Payment Date funds on deposit in the General Subaccount are insufficient to make the allocation contemplated by clause (viii) of Section 8.02(e), the Bond Trustee shall draw from amounts on deposit in the Excess Funds Subaccount to make such allocation. If on any Payment Date funds on deposit in the Collection Account are insufficient to make the transfers contemplated by clause (v) of Section 8.02(e), the Bond Trustee will allocate the funds drawn pursuant to the first sentence of this paragraph among the Tranches pro rata as provided in Section 8.02(e).

Section 8.03 General Provisions Regarding the Collection Account.

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account shall be invested in Eligible Investments and reinvested by the Bond Trustee upon Issuer Order. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Bond Trustee in the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Bond Issuer will not direct the Bond Trustee to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest Granted and perfected in such Collection 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 Bond Trustee to make any such investment or sale, if requested by the Bond Trustee, the Bond Issuer shall deliver to the Bond Trustee an Opinion of Counsel, reasonably acceptable to the Bond Trustee, to such effect. In no event shall the Bond Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Bond 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 Bond Issuer to provide timely written investment direction. The Bond 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. If the rating of the Eligible Institution, which may be the Bond Trustee’s Corporate Trust Office, falls below the rating requirements set forth in clause (b) of the definition of Eligible Institution, the Bond Issuer on behalf of the Certificate Issuer shall, within one month after notice of such rating change, cause the Collection Account to be transferred to an institution meeting the requirements set forth in clause (b) of the definition of “Eligible Institution.”

(b) Subject to Section 6.01(c), the Bond Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Bond Trustee’s failure to make payments on such Eligible Investments issued by the Bond Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) the Bond Issuer shall have failed to give written investment directions for any funds on deposit in the Collection Account to the Bond Trustee by 11:00 am. Eastern Time (or such other time as may be agreed by the Bond Issuer and Bond Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Bonds but the Bonds shall not have been declared due and payable pursuant to Section 5.02; then the Bond Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in the money market fund (described in clause (d) of the definition of “Eligible Investments”) specified in the most recent investment directions delivered by the Bond Issuer to the Bond Trustee with respect to such type of Eligible Investments; provided that if the Bond Issuer has never delivered written investment directions to the Bond Trustee, the Bond Trustee shall not invest or reinvest such funds in any investments.

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Section 8.04 Release of Collateral.

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

(b) The Bond Trustee shall, at such time as there are no Bonds Outstanding and all sums payable by the Bond Issuer to the Bond Trustee, the Certificate Trustee and the Delaware Trustee under this Bond Indenture have been paid, release any remaining portion of the Collateral that secured the Bonds from the Lien of this Bond Indenture and release to the Bond Issuer or any other Person entitled thereto any funds then on deposit in the Collection Account. The Bond Trustee shall release property from the Lien of this Bond Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the Trust Indenture Act) Independent Certificates in accordance with Trust Indenture Act Sections 314(c) and 314(d)(I) meeting the applicable requirements of Section 11.01.

Section 8.05 Opinion of Counsel.

The Bond Trustee shall receive at least seven days’ notice when requested by the Bond Issuer to take any action pursuant to Section 8.04 (a), accompanied by copies of any instruments involved, and the Bond Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the Bond 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 Bonds or the rights of the Bondholders in contravention of the provisions of this Bond 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 Bond Trustee in connection with any such action.

Section 8.06 Reports by Independent Registered Accountants.

As of the Issuance Date, the Bond Issuer shall appoint a firm of Independent registered public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Bond Indenture. Upon any resignation by such firm the Bond Issuer shall provide written notice thereof to the Bond Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent registered public accountants of recognized national reputation. If the Bond Issuer shall fail to appoint a successor to a firm of Independent registered public accountants that has resigned within 15 days after such resignation, the Bond Trustee shall promptly notify the Bond Issuer of such failure in writing. If the Bond Issuer shall not have appointed a successor within 10 days thereafter the Bond Trustee shall promptly appoint a successor firm of Independent registered public accountants of recognized national reputation; provided, however, that the Bond Trustee shall have no liability with respect to such appointment if the Bond Trustee acted with due care with respect thereto. The fees of such Independent registered public accountants and its successor shall be payable by the Bond Issuer.

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ARTICLE IX

Supplemental Bond Indentures

Section 9.01 Supplemental Bond Indentures Without Consent of Bondholders.

(a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Bond Issuer, the Bond Trustee and the Certificate 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 reasonably satisfactory to the Bond Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the Lien of this Bond Indenture, or better to assure, convey and confirm unto the Bond Trustee any property subject or required to be subjected to the Lien of this Bond Indenture, or to subject to the Lien of this Bond Indenture additional property;

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

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

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Bond Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental bond indenture which may be inconsistent with any other provision herein or in any supplemental bond indenture or to make any other provisions with respect to matters or questions arising under this Bond Indenture or in any supplemental bond indenture; provided, however, that such action shall not adversely affect the interests of the Holders of the Bonds or holders of the Certificates;

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

(vii) to modify, eliminate or add to the provisions of this Bond Indenture to such extent as shall be necessary to effect the qualification of this Bond Indenture under the Trust Indenture Act or under any similar federal statute hereafter enacted and to add to this Bond Indenture such other provisions as may be expressly required by the Trust Indenture Act.

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

(b) The Bond Issuer and the Bond Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Bond Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Bond Indenture; provided, however, that (i) such action shall not, as evidenced by an Officer’s Certificate, adversely affect in any material respect the interests of the Bondholders or the holders of Certificates and (ii) the Rating Agency Condition shall have been satisfied with respect thereto.

Section 9.02 Supplemental Bond Indentures with Consent of Bondholders.

The Bond Issuer and the Bond Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Bonds of each Tranche to be affected, by Act of such Holders delivered to the Bond Issuer and the Bond Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Bond Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Bond Indenture; provided, however, that no such supplemental bond indenture shall, without the consent of the Holder of each Outstanding Bond of each Tranche affected thereby:

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(i) change the date of payment of any installment of principal of or interest on any Bond, or reduce the principal amount thereof or the interest rate thereon, change the provisions of this Bond Indenture relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Bonds, or change any place of payment where, or the coin or currency in which, any Bond or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Bond Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Bonds on or after the respective due dates thereof;

(ii) reduce the percentage of the Outstanding Amount of the Bonds or of a Tranche thereof, the consent of the Holders of which is required for any such supplemental bond indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Bond Indenture or certain defaults hereunder and their consequences provided for in this Bond Indenture;

(iii) 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 Bonds required to direct the Bond Trustee to direct the Bond Issuer to sell or liquidate the Collateral pursuant to Section 5.04;

(v) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Bond Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Bond affected thereby;

(vi) modify any of the provisions of this Bond Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Bond on any Payment Date (including the calculation of any of the individual components of such calculation); or

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

The Bond Trustee, after consultation with the Certificate Trustee, may in its discretion determine whether or not any Bonds or Certificates of a Tranche would be affected by any supplemental bond indenture and any such determination shall be conclusive upon the Holders of all Bonds and holders of all Certificates of such Tranche, whether theretofore or thereafter authenticated and delivered hereunder. Neither the Bond Trustee nor the Certificate Trustee shall be liable for any such determination made in good faith.

It shall not be necessary for any Act of Bondholders under this Section 9.02 to approve the particular form of any proposed supplemental bond indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Bond Issuer and the Bond Trustee of any supplemental bond indenture pursuant to this Section 9.02, the Bond Issuer shall send to the Rating Agencies, the Certificate Trustee and the Holders of the Bonds to which such amendment or supplemental bond indenture relates a copy such supplemental bond indenture. Any failure of the Bond Trustee to send such copy, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental bond indenture.

Section 9.03 Execution of Supplemental Bond Indentures.

In executing any supplemental bond indenture permitted by this Article IX or the modifications thereby of the trusts created by this Bond Indenture, the Bond 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 bond indenture is authorized or permitted by this Bond Indenture. The Bond Trustee may, but shall not be obligated to, enter into any such supplemental bond indenture that affects the Bond Trustee’s own rights, duties, liabilities or immunities under this Bond Indenture or otherwise.

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Section 9.04 Effect of Supplemental Bond Indenture.

Upon the execution of any supplemental bond indenture pursuant to the provisions hereof, this Bond Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to each Tranche of Bonds affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Bond Indenture of the Bond Trustee, the Bond Issuer and the Holders of the Bonds 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 bond indenture shall be and be deemed to be part of the terms and conditions of this Bond Indenture for any and all purposes. If required by the Bond Trustee, Bonds may bear a notation in form approved by the Bond Trustee as to any matter provided for in such supplemental bond indenture. If the Bond Issuer or the Bond Trustee shall so determine, new Bonds so modified as to conform, in the opinion of the Bond Trustee and the Bond Issuer, to any such supplemental bond indenture may be prepared and executed by the Bond Issuer and authenticated and delivered by the Bond Trustee in exchange for Outstanding Bonds.

Section 9.05 Conformity with Trust Indenture Act.

Every amendment of this Bond Indenture and every supplemental bond indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Bond Indenture shall then be qualified under the Trust Indenture Act.

ARTICLE X

Redemption of Bonds

Section 10.01 Optional Redemption by Bond Issuer.

This Bond Indenture does not permit optional redemption of Bonds under any circumstances.

ARTICLE XI

Miscellaneous

Section 11.01 Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Bond Issuer to the Bond Trustee to take any action under any provision of this Bond Indenture, the Bond Issuer shall furnish to the Bond Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Bond 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 Trust Indenture Act) an Independent Certificate from a firm of registered public accountants meeting the applicable requirements of this Section 11.01, 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 Bond 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 Bond Indenture shall include:

(i) 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;

(ii) 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;

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(iii) 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

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

(b) (i) Prior to the deposit of any Collateral or other property or securities with the Bond Trustee that is to be made the basis for the release of any property or securities subject to the Lien of this Bond Indenture, the Bond Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Bond Indenture, furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Bond Issuer of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Bond Issuer is required to furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Bond Issuer shall also deliver to the Bond Trustee an Independent Certificate as to the same matters, if the fair value to the Bond Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Bond Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is ten percent or more of the Outstanding Amount of the Bonds, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Bond Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Bonds.

(iii) Whenever any property or securities are to be released from the Lien of this Bond Indenture other than pursuant to Section 8.02, the Bond Issuer shall also furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Bond Indenture in contravention of the provisions hereof.

(iv) Whenever the Bond Issuer is required to furnish to the Bond Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Bond Issuer shall also furnish to the Bond Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, or securities released from the Lien of this Bond Indenture (other than pursuant to Section 8.02 hereof) since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10 percent or more of the Outstanding Amount of the Bonds, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Bonds.

(v) Notwithstanding Section 2.11 or any other provision of this Section 11.01, the Bond Issuer may (A) collect, liquidate, sell or otherwise dispose of the Phase-In-Recovery Property and the Phase-In-Recovery Charge as and to the extent permitted or required by the Basic Documents and (B) cause the Bond Trustee to make cash payments out of the Collection Account as and to the extent permitted or required by the Basic Documents.

Section 11.02 Form of Documents Delivered to Bond 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.

55

Any certificate or opinion of an Authorized Officer of the Bond 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 or her certificate or 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 Seller, the Bond Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Bond Issuer or the Administrator, unless such 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.

Whenever in this Bond Indenture, in connection with any application or certificate or report to the Bond Trustee, it is provided that the Bond Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Bond 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 Bond 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 Bond 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.

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

Section 11.03 Acts of Bondholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Bond Indenture to be given or taken by Bondholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such 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 Bond Trustee, and, where it is hereby expressly required, to the Bond Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the 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 Bond Indenture and (subject to Section 6.01) conclusive in favor of the Bond Trustee and the Bond Issuer, if made in the manner provided in this Section 11.03.

(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 Bond Trustee deems sufficient.

(c) The ownership of 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 Bonds shall bind the Holder of every 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 Bond Trustee or the Bond Issuer in reliance thereon, whether or not notation of such action is made upon such Bond.

Section 11.04 Notices.

(a) Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Bond Indenture shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier

56

service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid,

if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee for FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

With a copy to the Administrative Trustee

if to the Bond Issuer, to:

TE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: 330-384-3875

Telephone: 330-384-5861

if to the Bond Trustee or the Certificate Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the Rating Agencies, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Structured Credit Surveillance

E-mail: servicer-report@standardandpoors.com

Telephone: 212-438-8991

and

Moody’s Investors Service, Inc.

25^th Floor, 7 World Trade Center, 250 Greenwich

New York, New York 10007

Attention: ABS/RMBS Monitoring Department

E-mail: ServicerReports@moodys.com

57

and

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: 212-908-0500

Facsimile: 212-908-0355

Section 11.05 Notices to Bondholders: Waiver.

Where this Bond Indenture provides for notice to Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Bondholder affected by such event, at such Bondholder’s 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 Bondholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Bond 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 Bondholders shall be filed with the Bond 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, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Bondholders when such notice is required to be given pursuant to any provision of this Bond Indenture, then any manner of giving such notice as shall be satisfactory to the Bond Trustee shall be deemed to be a sufficient giving of such notice.

Where this Bond 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 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 Bond Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

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

Section 11.07 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 11.08 Successors and Assigns.

58

All covenants and agreements in this Bond Indenture and the Bonds by the Bond Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Bond Trustee in this Bond Indenture shall bind its successors.

Section 11.09 Severability.

In case any provision in this Bond Indenture or in the 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 11.10 Benefits of Bond Indenture.

Nothing in this Bond Indenture or in the Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the 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 Bond Indenture.

Section 11.11 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 Bonds or this Bond 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 11.12 Governing Law.

THIS BOND INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, 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. PURSUANT TO NEW YORK UCC SECTION 8-110(e)(1) AND, TO THE EXTENT APPLICABLE, NEW YORK UCC SECTION 9-304(b)(1), THE STATE OF NEW YORK IS THE JURISDICTION OF THE BOND TRUSTEE, AS BANK OR SECURITIES INTERMEDIARY WITH RESPECT TO ANY SECURITIES ACCOUNT, AND THE PERFECTION, EFFECT OF PERFECTION OR NONPERFECTION AND THE PRIORITY OF THE SECURITY INTEREST IN THE SECURITIES ACCOUNT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 11.13 Counterparts.

This Bond 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 11.14 Recording of Bond Indenture.

If this Bond Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Bond Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Bond Trustee or any other counsel reasonably acceptable to the Bond Trustee) to the effect that such recording is necessary either for the protection of the Bondholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Bond Trustee under this Bond Indenture.

Section 11.15 Bond Issuer Obligation.

No recourse may be taken, directly or indirectly, with respect to the obligations of the Bond Issuer or the Bond Trustee on the Bonds or under this Bond Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of a membership interest in the Bond Issuer or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Bond Trustee, the managers of the Bond

59

Issuer or any owner of a membership interest in the Bond Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing. Each Bondholder by accepting a Bond specifically confirms the non recourse nature of these obligations and waives and releases all such liability. These waivers and releases are part of the consideration for issuance of the Bonds.

Section 11.16 No Recourse to Bond Issuer.

Notwithstanding any provision of this Bond Indenture or any Supplemental Bond Indenture to the contrary, Bondholders shall have no recourse against the Bond Issuer, but shall look only to the Collateral, with respect to any amounts due to the Bondholders hereunder and under the Bonds. Each Bondholder by accepting a Bond specifically confirms the non recourse nature of these obligations and waives and releases all such liability. These waivers and releases are part of the consideration for issuance of the Bonds.

Section 11.17 Inspection.

The Bond Issuer agrees that, on reasonable prior notice, it will permit any representative of the Bond Trustee, during the Bond Issuer’s normal business hours, to examine all the books of account, records, reports, and other papers of the Bond Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Bond Issuer’s affairs, finances and accounts with the Bond Trustee’s officers, employees, and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Bond 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 Bond Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known, or information obtained by the Bond Trustee from sources other than the Bond Issuer, provided such parties are rightfully in possession of such information and do not have an obligation of confidentiality, (ii) disclosure of any and all information (A) if required to do so by any applicable statute, law, rule or regulation, (B) pursuant to any subpoena, civil investigative demand or similar demand or request of any court or regulatory authority exercising its proper jurisdiction, (C) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by this Bond Indenture or the Basic Documents approved in advance by the Bond Issuer or (D) to any affiliate, independent or internal auditor, agent, employee or attorney of the Bond Trustee having a need to know the same, provided that such parties agree to be bound by the confidentiality provisions contained in this Section 11.17, or (iii) any other disclosure authorized by the Bond Issuer.

Section 11.18 No Petition.

The Bond Trustee, by entering into this Bond Indenture, each Holder, by accepting a Bond (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Bond Indenture, acquiesce, petition or otherwise invoke or cause the Bond Issuer or any manager under the LLC Agreement to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Bond Issuer under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or any substantial part of its respective property, or ordering the dissolution, winding up or liquidation of the affairs of the Bond Issuer. Nothing in this paragraph shall preclude, or be deemed to estop, such Holder or the Bond Trustee (A) from taking or omitting to take any action prior to such date in (i) any case or proceeding voluntarily filed or commenced by or on behalf of the Bond Issuer under or pursuant to any such law or (ii) any involuntary case or proceeding pertaining to the Bond Issuer which is filed or commenced by or on behalf of a Person other than such Holder and is not joined in by such Holder (or any person to which such holder shall have assigned, transferred or otherwise conveyed any part of the obligations of the Bond Issuer hereunder) under or pursuant to any such law, or (B) from commencing or prosecuting any legal action which is not an involuntary case or proceeding under or pursuant to any such law against the Bond Issuer or any of its properties.

60

Section 11.19 Securities Intermediary. The Securities Intermediary, in acting under this Bond Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded U.S. Bank National Association, a national banking association, in its capacity as Bond Trustee under this Bond Indenture.

Section 11.20 Trustee Capacities; Affiliated Parties Each of the Bondholders by accepting the Bonds shall be deemed to acknowledge and consent to U.S. Bank Trust National Association acting in the capacity of Delaware Trustee and U.S. Bank National Association acting in the capacities of Bond Trustee and Certificate Trustee.

Section 11.21 Waiver of Jury Trial. EACH OF THE BOND ISSUER AND THE BOND TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS BOND INDENTURE, THE BONDS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.22 Rule 17g-5 Compliance.

(a) The Bond Trustee agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Bond Trustee to any Rating Agency under this Bond Indenture or any other Basic Document to which it is a party for the purpose of determining the initial credit rating of the Bonds or undertaking credit rating surveillance of the Bonds shall be provided, substantially concurrently, to the Servicer for posting on a password-protected website (the “17g-5 Website”). The Servicer shall be responsible for posting all of the information on the 17g-5 Website.

(b) The Bond Trustee will not be responsible for creating or maintaining the 17g-5 Website, posting any information to the 17g-5 Website or assuring that the 17g-5 Website complies with the requirements of this Bond Indenture, Rule 17g-5 or any other law or regulation. In no event shall the Bond Trustee be deemed to make any representation in respect of the content of the 17g-5 Website or compliance by the 17g-5 Website with this Bond Indenture, Rule 17g-5 or any other law or regulation. The Bond Trustee shall have no obligation to engage in or respond to any oral communications with respect to the transactions contemplated hereby, any transaction documents relating hereto or in any way relating to the Bonds or for the purposes of determining the initial credit rating of the Bonds or undertaking credit rating surveillance of the Bonds with any Rating Agency or any of its respective officers, directors or employees. The Bonds Trustee shall not be responsible or liable for the dissemination of any identification numbers or passwords for the 17g-5 Website, including by the Servicer, the Rating Agencies, a nationally recognized statistical rating organization (“NRSRO”), any of their respective agents or any other party. Additionally, the Bond Trustee shall not be liable for the use of the information posted on the 17g-5 Website, whether by the Servicer, the Rating Agencies, an NRSRO or any other third party that may gain access to the 17g-5 Website or the information posted thereon.

61

IN WITNESS WHEREOF, the Bond Issuer and the Bond Trustee have caused this Bond 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.

TE FUNDING LLC, as Bond Issuer,

By: /s/ Steven R. Staub                                                         

Name: Steven R. Staub

Title: Vice President and Treasurer

U.S. BANK NATIONAL ASSOCIATION,

as Bond Trustee and Securities Intermediary,

By: /s/ Melissa Rosal                                                              

Name: Melissa Rosal

Title: Vice President

Signature Page to Bond Indenture

STATE OF OHIO	§
	§
COUNTY OF SUMMIT	§

On the 17^th day of June, 2013, before me, a Notary Public in and for said county and state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person and officer whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument TE Funding LLC, a Delaware limited liability company and the entity upon which the person acted, executed this instrument.

WITNESS my hand and official seal.

/s/ Michele A. Buchtel

Notary Public

My commission expires:     August 28, 2016    

[Notarial Seal State of Ohio] Michele A. Buchtel Resident Summit County Notary Public, State of Ohio My Commission Expires: 08/28/2016

Signature Page to Bond Indenture

STATE OF ILLINOIS	§
	§
COUNTY OF COOK	§

On the 18th day of June, 2013, before me, a Notary Public in and for said county and state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person and officer whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument, U.S. Bank National Association, a national banking association, and the entity upon which the person acted, executed this instrument.

WITNESS my hand and official seal.

/s/ Erika Forshtay

Notary Public

My commission expires: 12.8.2014

OFFICIAL SEAL

ERIKA FORSHTAY

Notary Public • State of Illinois

My Commission Expires Dec 8, 2014

Signature Page to Bond Indenture

SCHEDULE A

Expected Amortization Schedule

Semiannual Payment Date	Tranche A-1 Balance		Tranche A-2 Balance		Tranche A-3 Balance
Tranche Size Date	$	3,778,000	$	3,883,000	$	35,711,000
Closing Date	$	3,778,000	$	3,883,000	$	35,711,000
1/2014		3,386,649		3,883,000		35,711,000
7/2014		2,796,264		3,883,000		35,711,000
1/2015		2,171,530		3,883,000		35,711,000
7/2015		1,563,247		3,883,000		35,711,000
1/2016		930,421		3,883,000		35,711,000
7/2016		319,791		3,883,000		35,711,000
1/2017		—		3,562,373		35,711,000
7/2017		—		2,938,691		35,711,000
1/2018		—		2,286,104		35,711,000
7/2018		—		1,649,500		35,711,000
1/2019		—		980,581		35,711,000
7/2019		—		332,747		35,711,000
1/2020		—		—		35,379,059
7/2020		—		—		34,738,407
1/2021		—		—		34,062,184
7/2021		—		—		33,385,713
1/2022		—		—		32,251,231
7/2022		—		—		31,134,321
1/2023		—		—		29,966,042
7/2023		—		—		28,814,852
1/2024		—		—		27,622,376
7/2024		—		—		26,433,544
1/2025		—		—		25,199,990
7/2025		—		—		23,969,371
1/2026		—		—		22,693,310
7/2026		—		—		21,419,451
1/2027		—		—		20,099,404
7/2027		—		—		18,780,800
1/2028		—		—		17,415,237
7/2028		—		—		16,050,331
1/2029		—		—		14,637,667
7/2029		—		—		13,224,848
1/2030		—		—		11,763,444
7/2030		—		—		10,301,045
1/2031		—		—		8,789,205
7/2031		—		—		7,275,501
1/2032		—		—		5,711,471
7/2032		—		—		4,144,675
1/2033		—		—		2,526,638
7/2033		—		—		904,904
1/2034		—		—		—
7/2034		—		—		—
1/2035		—		—		—
7/2035		—		—		—

A-1

EXHIBIT A-1

FORM OF SALE AGREEMENT

[Attached]

EXHIBIT A-2

FORM OF SERVICING AGREEMENT

[Attached]

EXHIBIT B

FORM OF BOND

REGISTERED NO. [                    ] $[                             ]

SEE REVERSE FOR CERTAIN DEFINITIONS

THE PRINCIPAL OF THIS TRANCHE A-[            ] BOND WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE A-[            ] BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE HOLDER OF THIS BOND HAS NO RECOURSE TO THE BOND ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE COLLATERAL, AS DESCRIBED IN THE BOND INDENTURE, FOR PAYMENT OF ANY AMOUNTS DUE HEREUNDER. ALL OBLIGATIONS OF THE BOND ISSUER OF THIS TRANCHE A-[            ] BOND UNDER THE TERMS OF THE BOND INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN THE BOND INDENTURE. THE HOLDER OF THIS TRANCHE A-[            ] BOND HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE TRANCHE A-[ ] BONDS, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE BOND ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES. NOTHING IN THIS PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM TAKING OR OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE BOND ISSUER UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE BOND ISSUER WHICH IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE BOND ISSUER HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW, OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION WHICH IS NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST THE BOND ISSUER OR ANY OF ITS PROPERTIES.

TE FUNDING LLC BONDS

TRANCHE A-[    ] BOND

Interest Rate	Original Principal Amount	Final Maturity Date
[    ]%	$[                             ]

PRINCIPAL AMOUNT:

TE Funding LLC, a limited liability company formed and existing under the laws of the State of Delaware (herein referred to as the “Bond Issuer”), for value received, hereby promises to pay to FirstEnergy Ohio PIRB Special Purpose Trust 2013, or registered assigns, the Original Principal Amount shown above in semiannual installments on the Payment Dates and in the amounts specified on the reverse hereof or, if less, the amounts determined pursuant to Section 8.02 of the Bond Indenture, in each year, commencing on the date determined as provided on the reverse hereof and ending on or before the Final Maturity Date and to pay interest, at the Interest Rate shown above, on each January 15 and July 15 or if any such day is not a Business Day, the next succeeding Business Day, commencing on January 15, 2014 and continuing until the earlier of the

B-1

payment of the principal hereof or the Final Maturity Date (each a “Payment Date”), on the principal amount of this Tranche A-[                    ] Bond. Interest on this Tranche A-[    ] Bond will accrue for each Payment Date from 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 June 20, 2013. 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 A-[    ] Bond shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Tranche A-[    ] 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 Bond Issuer with respect to this Tranche A-[    ] Bond shall be applied first to interest due and payable on this Tranche A-[    ] Bond as provided above and then to the unpaid principal of this Tranche A-[    ] Bond, all in the manner set forth in Section 8.02 of the Bond Indenture.

Reference is made to the further provisions of this Tranche A-[    ] Bond set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Tranche A-[    ] Bond.

The Holder of this Tranche A-[    ] Bond by the acceptance hereof agrees to be bound by the terms of the Bond Indenture.

Unless the certificate of authentication hereon has been executed by the Bond Trustee whose name appears below by manual signature, this Tranche A-[    ] Bond shall not be entitled to any benefit under the Bond Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Bond Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Date: June 20, 2013

TE FUNDING LLC
By:
Name: Title:	Steven R. Staub Vice President and Treasurer

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BOND TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated: June 20, 2013

This is one of the Bonds referred to in the within-mentioned Bond Indenture.

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Bond Trustee,
By:
Name: Title:	Melissa Rosal Vice President

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[REVERSE OF BOND]

This Tranche A-[    ] Bond is one of a duly authorized issue of Bonds of the Bond Issuer, designated as its TE Funding LLC Bonds (herein called the “Bonds”), issuable in one or more Tranches, and further designated as a Tranche A-[    ] Bond (collectively with all other Tranche A-[    ] Bonds of this issue, the “Tranche A-[    ] Bonds”), all issued under a Bond Indenture dated as of June 20, 2013 (the “Bond Indenture”), between the Bond Issuer and U.S Bank National Association, as Bond Trustee (the “Bond Trustee,” which term includes any successor trustee under the Bond Indenture), to which Bond Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Bond Issuer, the Bond Trustee and the Holders of the Bonds. All terms used in this Tranche A-[    ] Bond that are defined in the Bond Indenture, as supplemented or amended, shall have the meanings assigned to them in the Bond Indenture, as supplemented or amended.

The Tranche A-[    ] Bonds and the other Tranches of Bonds issued by the Bond Issuer are and will be equally and ratably secured by the Collateral, as provided in the Bond Indenture.

The principal of this Tranche A-[    ] Bond shall be payable on each Payment Date only to the extent that amounts in the 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 Amortization Schedule which is attached to the Bond Indenture as Schedule A, unless payable earlier either because an Event of Default shall have occurred and be continuing and the Bond Trustee or the Holders of Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in accordance with Section 5.02 of the Bond 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 of the Bond Indenture. The entire unpaid principal amount of this Tranche A-[    ] Bond shall be due and payable on the Final Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Bonds shall be due and payable, if not then previously paid, on the date on which an Event of Default shall have occurred and be continuing and the Bond Trustee or the Holders of the Bonds representing not less than a majority of the Outstanding Amount of the Bonds have declared the Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Bond Indenture. All principal payments on the Tranche A-[    ] Bonds shall be made pro rata to the Tranche A-[    ] Bondholders entitled thereto based on the respective principal amounts of the Tranche A-[    ] Bonds held by them.

Payments of interest on this Tranche A-[    ] Bond due and payable on each Payment Date, together with the installment of principal shall be made by check mailed first-class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche A-[    ] Bond (or one or more Predecessor Bonds) on the Bond Register as of the close of business on the Record Date, except that with respect to Bonds registered on the Record Date in the name of the Certificate Trustee, payments will be made by wire transfer in immediately available funds to the account designated by the Certificate Trustee and except for the final installment of principal payable with respect to this Tranche A[    ] Bond on a Payment Date which 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 on the Bond Register as of the applicable Record Date without requiring that this Tranche A-[    ] Bond be submitted for notation of payment. Any reduction in the principal amount of this Tranche A-[    ] Bond (or any one or more Predecessor Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Tranche A-[ ] Bond and of any 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 Bond Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche A-[    ] Bond on a Payment Date, then the Bond Trustee, in the name of and on behalf of the Bond Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed no later than five days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of this Tranche A-[    ] Bond and shall specify the place where this Tranche A-[    ] Bond may be presented and surrendered for payment of such installment.

The Bond Issuer shall pay interest on overdue installments of interest at the Bond Interest Rate to the extent lawful.

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As provided in the Bond Indenture and subject to certain limitations set forth therein, the transfer of this Tranche A-[    ] Bond may be registered on the Bond Register upon surrender of this Tranche A-[    ] Bond for registration of transfer at the office or agency designated by the Bond Issuer pursuant to the Bond Indenture, duly endorsed by, or accompanied by (a) a written instrument of transfer in form satisfactory to the Bond Trustee duly executed by the Holder hereof or his attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Bond Trustee, and (b) such other documents as the Bond Trustee may require, and thereupon one or more new Tranche A-[    ] Bonds of Minimum Denominations and in the same aggregate 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 A-[    ] 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 such registration of transfer or exchange, other than exchanges pursuant to Section 2.04 of the Bond Indenture not involving any transfer.

Each Bondholder, by acceptance of a Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Bond Issuer or the Bond Trustee on the Bonds or under the Bond Indenture or any certificate or other writing delivered in connection therewith, against (i) any owner of a limited liability company interest in the Bond Issuer or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Bond Trustee, the managers of the Bond Issuer or any owner of a membership interest in the Bond Issuer in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing.

Prior to the due presentment for registration of transfer of this Tranche A-[    ] Bond, the Bond Issuer, the Bond Trustee and any agent of the Bond Issuer or the Bond Trustee may treat the Person in whose name this Tranche A-[    ] Bond is registered (as of the day of determination) as the owner hereof for the purpose of receiving payments of principal of and interest on this Tranche A-[    ] Bond and for all other purposes whatsoever, whether or not this Tranche A-[    ] Bond be overdue, and neither the Bond Issuer, the Bond Trustee nor any such agent shall be affected by notice to the contrary.

The Bond Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Bond Issuer and the rights of the Holders of the Bonds under the Bond Indenture at any time by the Bond Issuer with the consent of the Holders of Bonds representing a majority of the Outstanding Amount of all Bonds at the time Outstanding of each Tranche to be affected. The Bond Indenture also contains provisions permitting the Holders of Bonds representing specified percentages of the Outstanding Amount of the Bonds, on behalf of the Holders of all the Bonds, to waive compliance by the Bond Issuer with certain provisions of the Bond Indenture and certain past defaults under the Bond Indenture and their consequences. Any such consent or waiver by the Holder of this Tranche A-[    ] Bond (or any one of more Predecessor Bonds) shall be conclusive and binding upon such Holder and upon all future Holders of this Tranche A-[    ] Bond and of any 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 A-[    ] Bond. The Bond Indenture also permits the Bond Trustee to amend or waive certain terms and conditions set forth in the Bond Indenture without the consent of Holders of the Bonds issued thereunder.

The term “Bond Issuer” as used in this Tranche A-[    ] Bond includes any successor to the Bond Issuer under the Bond Indenture.

The Bond Issuer is permitted by the Bond Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Bond Trustee and the Holders of Bonds under the Bond Indenture.

The Tranche A-[    ] Bonds are issuable only in registered form in denominations as provided in the Bond Indenture, subject to certain limitations therein set forth.

This Tranche A-[    ] Bond and the Bond Indenture shall be construed in accordance with the laws of the State of Ohio, 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.

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No reference herein to the Bond Indenture and no provision of this Tranche A-[    ] Bond or of the Bond Indenture shall alter or impair the obligation of the Bond Issuer, which is absolute and unconditional, to pay the principal of and interest on this Tranche A-[    ] Bond at the times, place, and rate, and in the coin or currency herein prescribed.

The Holder of this Tranche A-[    ] Bond by the acceptance hereof agrees that, notwithstanding any provision of the Bond Indenture to the contrary, the Holder shall have no recourse against the Bond Issuer, but shall look only to the Collateral, with respect to any amounts due to the Holder under this Tranche A-[    ] Bond.

Subject to and in accordance with the terms of the Bond Indenture and pursuant to Section 4928.2315 of the Statute, the State of Ohio has pledged and agreed with the Bond Issuer and the Holders of the Bonds (the “State Pledge”), as follows:

“The state pledges to and agrees with the bondholders, any assignee, and any financing parties under a final financing order that the state will not take or permit any action that impairs the value of phase-in-recovery property under the final financing order or revises the phase-in costs for which recovery is authorized under the final financing order or, except as allowed under section 4928.238 of the Revised Code, reduce, alter, or impair phase-in-recovery charges that are imposed, charged, collected, or remitted for the benefit of the bondholders, any assignee, and any financing parties, until any principal, interest, and redemption premium in respect of phase-in-recovery bonds, all financing costs, and all amounts to be paid to an assignee or financing party under an ancillary agreement are paid or performed in full.”

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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 A-[    ] Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Tranche A-[    ] 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 A-[    ] Bond in every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED

BY BOND TRUSTEE IN ASSESSMENT OF COMPLIANCE

Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
	General Servicing Considerations
1122(d)(1)(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.
1122(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-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.

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Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
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; (B) 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
	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.
1122(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.

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Reg AB Reference	Servicing Criteria	Applicable  Indenture Trustee Responsibility
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.

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EX-10.1

EXHIBIT 10.1

Execution Version

CEI FUNDING LLC,

OE FUNDING LLC

and

TE FUNDING LLC

as Bond Issuers

U.S. BANK NATIONAL ASSOCIATION,

as Certificate Trustee

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Delaware Trustee,

and

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013,

as Certificate Issuer

FEE AND INDEMNITY AGREEMENT

Dated as of June 20, 2013

FEE AND INDEMNITY AGREEMENT dated as of June 20, 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 June 20, 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.

Section 1. Payment of Fees and Expenses of Certificate Trustee; Authorized Agents.

(a) Subject to Section 4 hereof, each Bond Issuer hereby covenants and agrees to pay to the Certificate Trustee (or any successor trustee) from time to time its pro rata share of the reasonable compensation for its services under the Certificate Indenture and to reimburse it for its reasonable expenses (including, without limitation, reasonable legal fees and expenses and amounts owed to the Bond Trustee and/or the Delaware Trustee that have been or are to be paid by the Certificate Trustee pursuant to Section 6.17 of the Certificate Indenture) incurred in connection therewith, it being understood that the Certificate Trustee, subject to Section 5.02(c) of the Certificate Indenture, shall have no recourse against the Bonds (or the Collateral securing the Bonds) or the payments thereon and proceeds thereof for payment of such amounts. The foregoing shall not adversely affect the right of the Certificate Trustee to receive payment of such amounts from amounts on deposit in the Collection Account (as defined in the related Bond Indenture) in the priorities described in Section 8.02(e) of the related Bond Indenture. Each Bond Issuer’s obligation to make payments of such amounts to the Certificate Trustee shall be subject to the priorities and Cap set forth in Section 8.02(e) of the related Bond Indenture. For purposes of this Agreement, the term “pro rata share” shall mean amounts incurred directly on behalf of a Bond Issuer (e.g. expenses owed to the CEI Bond Trustee by the CEI Bond Issuer and paid by the Certificate Trustee, shall be an expense of that Bond Issuer), and amounts that are not directly allocable to a particular Bond Issuer (e.g. the reasonable compensation of the Certificate Trustee) shall be allocated to the Bond Issuers in proportion to the original principal amount of the Bonds of each Bond Issuer.

(b) Subject to Section 4 hereof, each Bond Issuer further covenants and agrees to pay, or cause to be paid, from time to time to each Authorized Agent its pro rata share of the reasonable compensation for its services and to reimburse it for its expenses incurred in connection with such service, it being understood that no Authorized Agent shall have any recourse against the Bonds (or the Collateral securing the Bonds) or the payments thereon and proceeds thereof, for payment of such amounts. The appointment of any Authorized Agent shall be subject to the approval of the Bond Issuers.

(c) In addition, subject to Section 4 hereto, each Bond Issuer covenants and agrees to reimburse the Certificate Trustee its pro rata share for any tax incurred other than through negligence, bad faith or willful misconduct on the part of the Certificate Trustee, arising out of or in connection with the acceptance or administration of the Trust Property under the Certificate Indenture (other than any tax attributable to the Certificate Trustee’s compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such tax.

(d) Notwithstanding anything herein to the contrary, if the Certificate Trustee shall have entered into a fee agreement in writing with the Certificate Issuer with respect to the Certificate Trustee’s compensation for services under the Certificate Indenture, the terms of such fee agreement shall control and the provisions of this Agreement shall not entitle the Certificate Trustee to greater compensation than that due and owing pursuant to such fee agreement.

Section 2. Payment of Fees and Expenses of Delaware Trustee.

(a) Subject to Section 4 hereof, each Bond Issuer covenants and agrees to pay to the Delaware Trustee (or any successor trustee) from time to time its pro rata share of the reasonable compensation for the

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Delaware Trustee’s services under the Declaration of Trust and the Certificate Indenture and to reimburse the Delaware Trustee for its pro rata share of the reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred in connection therewith, it being understood that the Delaware Trustee, subject to Section 5.02(c) of the Certificate Indenture, shall have no recourse against the Bonds (or the Collateral securing the Bonds) or the payments thereon and proceeds thereof for payment of such amounts. Each Bond Issuer’s obligation to make payments of such amounts to the Delaware Trustee shall be subject to the priorities and Cap set forth in Section 8.02(e) of the related Bond Indenture.

(b) In addition, subject to Section 4 hereof, each Bond Issuer covenants and agrees to reimburse the Delaware Trustee for its pro rata share of any tax incurred other than through negligence, bad faith or willful misconduct on the part of the Delaware Trustee, arising out of or in connection with the acceptance or administration of the Trust Property under the Declaration of Trust (other than any tax attributable to the Delaware Trustee’s compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such tax.

(c) Notwithstanding anything herein to the contrary, if the Delaware Trustee shall have entered into a fee agreement in writing with the Certificate Issuer with respect to its compensation for services under the Declaration of Trust and the Certificate Indenture, the terms of such other fee agreement shall control and the provisions of this Agreement shall not entitle the Delaware Trustee to greater compensation than that due and owing pursuant to such fee agreement.

Section 3. Indemnity and Contribution.

(a) Each Bond Issuer hereby covenants and agrees to indemnify, defend and hold harmless the Delaware Trustee, the Certificate Trustee, the Trust and any of their respective affiliates, officers, directors, employees and agents (the “Indemnified Persons”) from and against the Bond Issuer’s pro rata share of any and all losses, claims, actions, suits, taxes, damages, expenses (including, without limitation, legal fees and expenses) and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, operation or termination of the Certificate Issuer, the execution, delivery or performance of the Declaration of Trust or the Certificate Indenture, as the case may be, or the transactions contemplated thereby, the failure of a Bond Issuer or any other person (other than the person being indemnified) to perform its obligations hereunder or under any of the Basic Documents, or otherwise in connection with the Basic Documents or the transactions contemplated thereby; provided, however, that a Bond Issuer is not required to indemnify any Indemnified Person for any Expenses that result from the willful misconduct or negligence of such Indemnified Person and the Certificateholders may only exercise their rights and remedies hereunder through the Certificate Trustee and no Certificateholder shall have any right to pursue any cause of action to enforce its rights and remedies hereunder except through the Certificate Trustee. A Bond Issuer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 3(a), (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The indemnification obligations of the Bond Issuers under this Section 3(a) shall survive the termination of this Agreement and the resignation or removal of the Delaware Trustee or Certificate Trustee. The obligations of the Bond Issuers to indemnify the Indemnified Persons as provided herein shall survive the termination of the Declaration of Trust, the termination, satisfaction or discharge of the Certificate Indenture and the resignation or removal of the Delaware Trustee or the Certificate Trustee. The Indemnified Persons are entitled to the benefit of this Agreement and shall have the right to enforce the provisions hereof. Each Bond Issuer’s obligation to make payments of such Expenses shall be subject to the priorities and Cap set forth in Section 8.02(e) of the related Bond Indenture.

(b) If the indemnity provided in paragraph (a) of this Section 3 is unavailable to or insufficient to hold harmless an Indemnified Person for any reason, each Bond Issuer and such Indemnified Person agree to contribute to the aggregate Expenses to which a Bond Issuer and such Indemnified Person may be subject in proportion to the relative benefits received by the Bond Issuer and such Indemnified Person, respectively, from the offering of the Certificates and the Bonds of that Bond Issuer; provided, however, that if the allocation provided by

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the immediately preceding clause is unavailable for any reason, a Bond Issuer and the Indemnified Person shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of that Bond Issuer and such Indemnified Person, respectively, in connection with the actions or omissions giving rise to such Expenses as well as any other relevant equitable considerations; but in neither case shall any Indemnified Person be responsible for any amount in excess of the fees or other amounts received by such Indemnified Person in connection with the Basic Documents and the issuance of the Bonds and the Certificates. The Bond Issuers and the Indemnified Persons agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above.

Section 4. Payment. All amounts owed by the Bond Issuers to the Certificate Trustee, the Delaware Trustee, the Trust or any Authorized Agent under the Declaration of Trust or the Certificate Indenture, as the case may be, shall be paid to the Certificate Trustee, the Delaware Trustee, the Trust or any Authorized Agent, as appropriate, pursuant to the Declaration of Trust or the Certificate Indenture, as the case may be, or, if a fee agreement or fee schedule has been provided to the Bond Issuers, payment shall be made in accordance with said agreement or schedule, or if not otherwise provided, such amount shall be paid directly to the Certificate Trustee, the Delaware Trustee, the Trust or any Authorized Agent, as appropriate, until the Bond Issuers are otherwise notified by the Certificate Trustee, the Delaware Trustee, the Trust or such Authorized Agent; provided, however, that notwithstanding anything to the contrary in this Agreement or in any fee agreement or fee schedule, (a) not later than 30 days following the selection of a successor Delaware Trustee pursuant to the provisions of Section 4.7 of the Declaration of Trust, the Bond Issuers shall pay to the appropriate parties all amounts described in this Section 4 which have accrued through the date of selection of such successor Delaware Trustee and (b) each Bond Issuer’s obligation to make payments shall be subject to the priorities and Cap set forth in Section 8.02(e) of the related Bond Indenture, and no Bond Issuer shall have any obligation to make any payment except to the extent consistent with Section 8.02 of the related Bond Indenture. Each Bond Issuer hereby irrevocably directs the related Bond Trustee to pay such amounts from monies on deposit in the Collection Accounts as provided pursuant to Section 8.02(e) of the related Bond Indenture.

Section 5. Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, telegram, telex, telemessage, telecopy, telefax, cable or facsimile (confirmed by telephone or in writing in the case of notice by telegram, telex, telemessage, telecopy, telefax, cable or facsimile) or any other customary, means of communication, and any such notice, direction, consent or waiver shall be effective when delivered,

If to the Certificate Issuer (or the Trust), to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the Delaware Trustee, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

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Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the Certificate Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

if to the CEI Bond Issuer, to:

CEI Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

if to the OE Bond Issuer, to:

OE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

if to the TE Bond Issuer, to:

TE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

if to the Bond Trustee to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-mail: melissa.rosal@usbank.com

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Section 6. Survival of Agreements. This Agreement shall terminate upon the termination of the Certificate Issuer and the payment and discharge of all Certificates; provided, however, that the agreements of the Bond Issuers set forth in Sections 3 and 7 hereof shall survive the termination of this Agreement or the resignation or removal of the Delaware Trustee, the Certificate Trustee or the Bond Trustees.

Section 7. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to the transferor of the Phase-In-Recovery Property, or affiliate of such transferor, pursuant to Section 4928.2310 of the Statute, the Certificate Issuer, the Delaware Trustee and the Certificate Trustee, agree that they shall not, prior to the date which is one year and one day after the termination of the Bond Indentures with respect to the Bond Issuers, acquiesce, petition or otherwise invoke or cause the Bond Issuers to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against a Bond Issuer under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of a Bond Issuer or any substantial part of the property of a Bond Issuer, or ordering the winding up of the affairs of or the liquidation of a Bond Issuer, provided, however, nothing in this Section 7 shall preclude, or be deemed to stop, the Delaware Trustee or Certificate Trustee (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Bond Issuers or (B) any involuntary insolvency proceeding filed or commenced by a Person other than such trustee, or (ii) from commencing against the Bond Issuers or any of their respective property any legal action which is not a bankruptcy, reorganization, arrangement, insolvency, moratorium or liquidation proceeding.

Section 8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.

Section 9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, 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 10. Non-Consolidation. The parties hereby acknowledge and agree that the CEI Bond Issuer and The Cleveland Electric Illuminating Company, and the OE Bond Issuer and Ohio Edison Company and the TE Bond Issuer and The Toledo Edison Company, shall not be substantively consolidated, and that none of The Cleveland Electric Illuminating Company, Ohio Edison Company or The Toledo Edison Company shall have any liability or obligation of any kind with respect to this Agreement; provided, however, that this provision shall not be interpreted to relieve any of The Cleveland Electric Illuminating Company, Ohio Edison Company or the Toledo Edison Company of its obligations to indemnify its respective Bond Issuer pursuant to any other Basic Document, including without limitation with respect to amounts paid by a Bond Issuer to a person indemnified by it under this Agreement, to the extent the Bond Issuer would otherwise be entitled to indemnification with respect to such amounts under such other Basic Documents.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Delaware Trustee, the Certificate Trustee and the Bond Issuers have caused this Agreement to be duly executed by duly authorized officers, all as of the date and year first above written.

U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

U.S. BANK NATIONAL ASSOCIATION, as Certificate Trustee
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

CEI FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

OE FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

TE FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Delaware Trustee
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

EX-10.2

EXHIBIT 10.2

Execution Version

CROSS-INDEMNITY AGREEMENT

CROSS INDEMNITY AGREEMENT dated as of June 20, 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.”

R E C I T A L S:

CEI Funding, OE Funding and TE Funding will each issue and sell phase-in-recovery bonds (respectively, the “CEI Funding LLC Bonds”, the “OE Funding LLC Bonds”, and the “TE Funding LLC Bonds”, and collectively, the “Bonds”) to FirstEnergy Ohio PIRB Special Purpose Trust 2013, a Delaware statutory trust (the “Trust”) to be formed by CEI Funding, OE Funding and TE Funding, as Settlors, pursuant to the respective Bond Purchase Agreements between each Party and the Trust.

The Trust will issue FirstEnergy Ohio PIRB Special Purpose Trust 2013 Pass-Through Trust Certificates (the “Certificates”) pursuant to a Certificate Indenture (the “Certificate Indenture”), between the Trust and U.S. Bank National Association, as certificate trustee (the “Certificate Trustee”).

The Parties, together with the Trust and the Sponsors (as defined in the Underwriting Agreement), will enter into an Underwriting Agreement with the underwriters named therein (collectively, the “Underwriters”), pursuant to which the Underwriters will purchase the Certificates from the Trust;

The Parties, together with the Sponsors, have jointly filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement (the “Registration Statement”) on Form S-3 (Registration No. 333-187692) under the Securities Act of 1933, as amended (the “Act”) relating to the Certificates and the Bonds.

The Parties may have joint and several liability under the Act or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Registration Statement and any related free writing prospectus, preliminary or final prospectus and/or prospectus supplement used in connection therewith, and under the indemnification and contribution provisions of the Underwriting Agreement.

NOW, THEREFORE, in consideration of the promises and agreements hereinafter set forth, the Parties hereby agree as follows:

Section 1. Indemnification

(a) In the event that a Party shall become subject to any loss, claim, damage or liability (or actions in respect thereof) (collectively, a “Loss”) (i) under the Act, the Exchange Act, other Federal or state statutory law or regulation, at common law or otherwise, insofar as such Loss arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any untrue statement or alleged untrue statement of a material fact contained in any free writing prospectus, preliminary or final prospectus or prospectus supplement, or in any amendment thereof or supplement thereto, or that arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances under which they were made, not misleading, or (ii) under the Underwriting Agreement, each Party agrees to contribute to the aggregate Losses (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which a Party may be subject pro rata based on the original aggregate principal amount of Bonds issued by such Party, and will be responsible for (and to the extent necessary, reimburse the other Parties, as incurred), its pro rata share of any legal or other expenses reasonably incurred by any Party in connection with investigating or defending any such Loss or action; provided, however, that a Party will be solely liable for any Loss (and such Party agrees to indemnify the other Parties) to the extent that any

such Loss arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished by such Party, specifically for inclusion therein, or (y) a breach of a representation, warranty or covenant by such Party under the Underwriting Agreement. For the purposes of this Section 1(a) any information provided by The Cleveland Electric Illuminating Company will be treated as information provided by CEI Funding, any information provided by Ohio Edison Company will be treated as information provided by OE Funding, and any information provided by The Toledo Edison Company will be treated as information provided by TE Funding.

(b) If the allocation provided by Section 1(a) above is unavailable for any reason, each Party shall contribute to any such Loss in such proportion as is appropriate to reflect not only its pro rata share but also the relative fault of such Party in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations.

(c) For purposes of this Section 1, each person who controls the Parties within the meaning of either the Act or the Exchange Act, each officer of the Parties who shall have signed the Registration Statement and each director of the Parties shall have the same rights to contribution as the Parties, subject in each case to the applicable terms and conditions of this Section 1.

(d) Promptly after receipt by a Party under this Section 1 of notice of the commencement of any action, such Party will notify each other Party in writing of the commencement thereof; but the failure so to notify such other Parties (i) will not relieve such other Party from liability under Sections 1(a) and 1(b) above unless and to the extent it or they did not otherwise learn of such action and such failure results in the forfeiture by such other Party or Parties of substantial rights and defenses and (ii) will not, in any event, relieve any other Party from any obligations to the first Party other than the obligations provided in Sections 1(a) and (b) above.

Section 2. Miscellaneous

(a) Amendment. This Agreement may be amended, modified or supplemented by the Parties provided that any such amendment, modification or supplement shall be in writing and signed (or consented to in writing) by the Parties.

(b) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

(c) Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, telegram, telex, telemessage, telecopy, telefax, cable or facsimile (confirmed by telephone or in writing in the case of notice to telegram, telex, telemessage, telecopy, telefax, cable or facsimile) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered,

if to CEI Funding to:

CEI Funding LLC

c/o FirstEnergy Corp.
76 South Main Street Akron, OH 44308
Attention:	James W. Burk, Counsel of Record
Facsimile:	330-384-3875
Telephone:	330-384-5861

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if to OE Funding to:

OE Funding LLC

c/o FirstEnergy Corp.
76 South Main Street Akron, OH 44308
Attention:	James W. Burk, Counsel of Record
Facsimile:	330-384-3875
Telephone:	330-384-5861

if to TE Funding to:

TE Funding LLC

c/o FirstEnergy Corp.
76 South Main Street Akron, OH 44308
Attention:	James W. Burk, Counsel of Record
Facsimile:	330-384-3875
Telephone:	330-384-5861

(d) Entire Agreement. This Agreement embodies the entire agreement between the Parties and there have been and are no agreements, representations or warranties, oral or written among the Parties other than those set forth or provided for in this Agreement. This Agreement may not be modified or changed, in whole or in part, except by a supplemental agreement signed by each of the Parties.

(e) Nonassignability. The rights and obligations under this Agreement shall bind and inure to the benefit of the Parties hereto and their respective successors and assigns, but shall not be assignable by any Party without the prior written consent of the other Party. Nothing contained in this Agreement is intended to confer upon any person, other than the Parties to this Agreement and their respective permitted successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and shall be construed without regard to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. EACH OF THE PARTIES HERETO AGREES THAT THIS AGREEMENT INVOLVES AT LEAST U.S. $100,000.00 AND THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN EXPRESS RELIANCE UPON 6 Del. C. § 2708. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY CONFIRMS AND AGREES THAT IT IS AND SHALL CONTINUE TO BE (i) SUBJECT TO THE JURISDICTION OF THE COURTS OF THE STATE OF DELAWARE AND OF THE FEDERAL COURTS SITTING IN THE STATE OF DELAWARE, AND (ii) SUBJECT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE.

(g) Headings; References to Sections and Schedules. The headings of the Sections, paragraphs and subparagraphs of this Agreement are solely for convenience and reference and shall not limit or otherwise affect the meaning of any of the terms or provisions of this Agreement. The references herein to Sections, unless otherwise indicated, are references to sections of this Agreement.

(h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but which together constitute one and the same instrument.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first shown above.

CEI FUNDING LLC
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

OE FUNDING LLC
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

TE FUNDING LLC
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Cross Indemnity Agreement

EX-10.3

EXHIBIT 10.3

Execution Version

ADMINISTRATION AGREEMENT

This Administration Agreement, dated as of June 20, 2013, is made by and between CEI Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and The Cleveland Electric Illuminating Company, an Ohio corporation, as Administrator (the “Administrator”).

RECITALS

A. The Bond Issuer is issuing the Bonds pursuant to the Bond Indenture dated as of June 20, 2013 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Bond Indenture”). Capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Bond Indenture, between the Bond Issuer and U.S. Bank National Association, as Bond Trustee ( the “Bond Trustee”).

B. The Bond Issuer has entered into certain agreements in connection with the issuance of the Bonds, including (i) a Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013 (the “Sale Agreement”), between the Bond Issuer and The Cleveland Electric Illuminating Company, as Seller (in such capacity, the “Seller”), (ii) a Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”), between the Bond Issuer and The Cleveland Electric Illuminating Company, as Servicer (in such capacity, the “Servicer”), (iii) an Underwriting Agreement dated as of June 12, 2013 (the “Underwriting Agreement”), among the FirstEnergy Ohio PIRB Special Purpose Trust 2013 (“the “Trust”), the Bond Issuer, OE Funding LLC, TE Funding LLC, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company and the Underwriters named therein, (iv) the Bond Indenture, (v) a Bond Purchase Agreement dated as of June 20, 2013 (the “Bond Purchase Agreement”) between the Bond Issuer and the Trust and (vi) a Fee and Indemnity Agreement dated as of June 20, 2013 (the “Fee Agreement”) among OE Funding LLC, TE Funding LLC, U.S. Bank Trust National Association, as Delaware Trustee (the “Delaware Trustee”), U.S. Bank National Association, as Certificate Trustee, the Bond Issuer and the Trust. The Sale Agreement, the Servicing Agreement, the Underwriting Agreement, the Bond Indenture, the Bond Purchase Agreement and the Fee Agreement, all as amended or modified from time to time, are herein referred to collectively as the “Related Agreements.”

C. Pursuant to the Related Agreements, the Bond Issuer is required to perform certain duties in connection with the Bonds and the collateral therefor pledged pursuant to the Bond Indenture (the “Collateral”) and to maintain its existence and comply with applicable laws.

D. The Bond Issuer has no employees, other than its officers, and does not intend to hire any additional employees, and consequently desires to have the Administrator perform certain duties of the Bond Issuer referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Bond Issuer may from time to time request.

E. The Administrator has the capacity to provide the services and the facilities required hereby and is willing to perform such services and provide such facilities for the Bond Issuer on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I.

Duties of Administrator

Section 1.01 Appointment of Administrator: Acceptance of Appointment. The Bond Issuer hereby appoints the Administrator, and the Administrator hereby accepts such appointment, to perform the Administrator’s obligations pursuant to this Agreement on behalf of and for the benefit of the Bond Issuer in accordance with the terms of this Agreement and applicable law.

Section 1.02 Duties of the Administrator. The Administrator agrees to perform all its duties as Administrator hereunder in accordance with the terms of this Agreement and applicable law.

(a) The Administrator shall provide for the performance by the Bond Issuer of its obligations under each of the Related Agreements and shall prepare for execution by the Bond Issuer, or shall cause the preparation by other appropriate Persons (including third parties with respect to professional services, to the extent required or contemplated in accordance with the terms of this Agreement) of all such documents, reports, filings, instruments, notices, certificates and opinions as it shall be the duty of the Bond Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Bond Issuer to take pursuant to the Bond Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Bond Indenture (references are to sections of the Bond Indenture):

(i) the preparation of or obtaining of the documents and instruments required for authentication of the Bonds, if any, and delivery of the same to the Bond Trustee (Section 2.03) and such other actions on behalf of the Bond Issuer as are necessary for the issuance and delivery of the Bonds;

(ii) the duty to keep the Bond Register and to give the Bond Trustee notice of any appointment of a new Bond Registrar and the location, or change in location, of the Bond Register (Section 2.05);

(iii) the fixing or causing to be fixed of any special record date and the notification of each affected Bondholder with respect to special record dates, payment dates, and the amount of defaulted interest (plus interest on such defaulted interest) to be paid, if any (Section 2.08(c));

(iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.11);

(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Bond Trustee the instrument specified in the Bond Indenture regarding funds held in trust (Section 3.03);

(vi) the direction to Paying Agents to pay to the Bond Trustee all sums held in trust by such Paying Agents (Section 3.03);

(vii) the preparation and filing of all documents and instruments necessary to maintain the Bond Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Bond Issuer becomes, or any successor Bond Issuer under the Bond Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Bond Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04);

(viii) the obtaining and preservation of the Bond Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Bond Indenture, the Bonds, the Collateral and each other instrument or agreement included in the Collateral (Section 3.04);

(ix) the preparation of all supplements and amendments to the Bond Indenture, filings with the PUCO pursuant to the Statute, financing statements, continuation statements, instruments of further assurance

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and other instruments, in accordance with Section 3.05 of the Bond Indenture, necessary to protect the Collateral (Section 3.05);

(x) the obtaining of the Opinions of Counsel and the delivery of such Opinions of Counsel, in accordance with Section 3.06 of the Bond Indenture, as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Bond Indenture, as to compliance with the Bond Indenture (Section 3.06 and 3.09);

(xi) the identification to the Bond Trustee in an Officer’s Certificate of any Person with whom the Bond Issuer has contracted to perform its duties under the Bond Indenture (Section 3.07(a));

(xii) the preparation and filing of all documents required under the Statute relating to the transfer of the ownership or security interest in the Phase-In-Recovery Property (Section 3.07(h));

(xiii) the annual preparation and delivery of an Officer’s Certificate to the Bond Trustee, the Certificate Trustee and the Rating Agencies as to compliance with conditions and covenants under the Bond Indenture (Section 3.09);

(xiv) the preparation and obtaining of documents and instruments required for the release of the Bond Issuer from its obligations under the Bond Indenture (Section 3.11(b));

(xv) the delivery of notice to the Bond Trustee and the Rating Agencies of each Event of Default and each default by the Servicer or Seller of its obligations under the Servicing Agreement or the Sale Agreement, respectively (Sections 3.07(c) and 3.20);

(xvi) the preparation of an Officer’s Certificate and Independent Certificate relating to (i) the satisfaction and discharge of the Bond Indenture under Section 4.01 of the Bond Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Bond Indenture (Sections 4.01 and 4.02);

(xvii) the furnishing to the Bond Trustee of (i) each Record Date and (ii) the names and addresses of Bondholders during any period when the Bond Trustee is not the Bond Registrar (Section 7.01);

(xviii) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Bond Issuer, the Administrative Trustee or the Certificate Trustee (as the case may be), the filing with the Commission and any applicable state agencies, the rating agencies, the Bond Trustee and/or the certificate trustee of the annual reports, periodic reports, applications, certificates and other filings and of the information, documents, statements and other reports, including filings, statements and reports on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries or copies, as necessary, to the Bondholders (Sections 3.07(g), 3.07(h) and 7.03);

(xix) the notification of the Bond Trustee if and when the Bonds are listed on any stock exchange (Section 7.04);

(xx) the opening of one or more segregated trust accounts in the Bond Trustee’s name, the preparation of Issuer Orders, and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to investment and reinvestment of funds in the Collection Account (Section 8.02 and 8.03);

(xxi) the preparation of Issuer Requests and Officers’ Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.04 and 8.05);

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(xxii) the preparation of Issuer Orders and the obtaining of Officers’ Certificates with respect to the execution of supplemental bond indentures (Sections 9.01 and 9.02);

(xxiii) the preparation of new Bonds conforming to any supplemental bond indenture (Section 9.04);

(xxiv) the preparation of all Officer’s Certificates and Independent Certificates with respect to any requests by the Bond Issuer to the Bond Trustee to take any action under the Bond Indenture (Section 11.01(a));

(xxv) the preparation and delivery of Officers’ Certificates for the release of property from the lien of the Bond Indenture (Section 11.01(b));

(xxvi) the notification of the Bond Trustee of any notice received by the Bond Issuer from the Bondholders (Section 11.04); and

(xxvii) the recording of the Bond Indenture, if applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.14).

(b) The Administrator shall also furnish the Bond Issuer with ordinary clerical, bookkeeping and other corporate administrative services necessary and appropriate for the Bond Issuer, including, without limitation, the following services:

(i) maintain at the facilities (referenced in Section 2.01 below) general accounting records of the Bond Issuer (the “Account Records”), subject to year-end audit, in accordance with generally accepted accounting principles, separate and apart from its own accounting records, prepare or cause to be prepared such quarterly and annual financial statements as may be necessary or appropriate and arrange for year-end audits of the Bond Issuer’s financial statements by the Bond Issuer’s independent accountants;

(ii) prepare for execution by the Bond Issuer and cause to be filed such income, franchise or other tax returns of the Bond Issuer as shall be required to be filed by applicable law (the “Tax Returns”) and cause to be paid on behalf of the Bond Issuer from the Bond Issuer’s funds any taxes required to be paid by the Bond Issuer under applicable law;

(iii) prepare or cause to be prepared for execution by the Bond Issuer’s Managers minutes of the meetings of the Bond Issuer’s Managers and such other documents deemed appropriate by the Bond Issuer to maintain the separate limited liability company existence and good standing of the Bond Issuer (the “Company Minutes”) or otherwise required under the Related Agreements (together with the Account Records, the Tax Returns, the Company Minutes, the LLC Agreement, and the Certificate of Formation, the “Bond Issuer Documents”); and any other documents deliverable by the Bond Issuer thereunder or in connection therewith; and

(iv) hold, maintain and preserve at the facilities (or such other place as shall be required by any of the Related Agreements) executed copies (to the extent applicable) of the Bond Issuer Documents and other documents executed by the Bond Issuer thereunder or in connection therewith.

(c) To the full extent allowable under applicable law, the Administrator shall enforce each of the rights of the Bond Issuer under the Related Agreements;

(d) The Administrator shall provide for the defense, at the direction of the Bond Issuer’s Managers, of any action, suit or proceeding brought against the Bond Issuer or affecting the Bond Issuer or any of its assets.

Section 1.03 Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (1) undertake such other administrative services as may be appropriate, necessary or requested by the Bond Issuer (including with respect to the Trust) and (2) provide such other services as are incidental to those set forth in Section 1.02 (in each case, including with respect to the Trust) or this Section 1.03 or as the Bond Issuer

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and Administrator may agree (including with respect to the Trust). Subject to Section 5.01 of this Agreement, and in accordance with the directions of the Bond Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral and the Related Agreements as are not covered by any of the foregoing provisions and as are expressly requested by the Bond Issuer and are reasonably within the capability of the Administrator.

(b) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be, in the Administrator’s reasonable opinion, no less favorable to the Bond Issuer than would be available from unaffiliated parties.

(c) In providing the services under this Article I and as otherwise provided under this Administration Agreement, the Administrator will not knowingly take any actions on behalf of the Bond Issuer which (i) the Bond Issuer is prohibited from taking under the Related Agreements, or (ii) would cause the Bond Issuer to be in violation of any federal, state or local law or the LLC Agreement.

(d) In performing its duties hereunder, the Administrator shall use the same degree of care and diligence that the Administrator exercises with respect to performing such duties for its own account and, if applicable, for others.

Section 1.04 Non-Ministerial Matters. (a) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless the Administrator shall have notified the Bond Issuer of the proposed action and the Bond Issuer shall have consented. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

(i) the amendment of, or any supplement to, the Bond Indenture;

(ii) the initiation of any claim or lawsuit by the Bond Issuer and the compromise of any action, claim or lawsuit brought by or against the Bond Issuer (other than in connection with the collection of the Phase-In-Recovery Charge);

(iii) the amendment, change or modification of the Related Agreements;

(iv) the appointment of successor Bond Registrars, successor Paying Agents and successor Bond Trustees pursuant to the Bond Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Bond Registrar, Paying Agent or Bond Trustee of its obligations under the Bond Indenture; and

(v) the removal of the Bond Trustee.

(b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not, take any action that the Bond Issuer directs the Administrator not to take on its behalf.

ARTICLE II.

Facilities

Section 2.01 Facilities. During the term of this Agreement, the Administrator shall make available to or provide the Bond Issuer with such facilities and reasonable ancillary services as are necessary to conduct the business of the Bond Issuer and to comply with the terms of the Related Agreements. Such facilities shall include office space to serve as the principal place of business of the Bond Issuer. Initially such office space will be located at 76 South Main Street, Akron, Ohio 44308. All facilities provided to the Bond Issuer hereunder shall be provided without warranty of any kind.

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ARTICLE III.

Compensation

Section 3.01 Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement, including the provision of facilities pursuant to Section 2.01, the Administrator shall be entitled to an annual fee of $52,154 payable in equal semiannual installments on each Payment Date as defined in Section 1.01 of the Bond Indenture. In addition, the Bond Issuer shall reimburse the Administrator for all filing fees and expenses, legal fees, fees of outside auditors and other out-of-pocket expenses incurred by the Administrator in the course of performing its duties hereunder. The Administrator’s compensation and other expenses payable hereunder shall be paid from the Collection Account pursuant to, and in accordance with, Section 8.02(e) of the Bond Indenture, and the Administrator shall have no recourse against the Bond Issuer for payment of such amounts other than in accordance with Section 8.02 of the Bond Indenture.

ARTICLE IV.

Additional Information

Section 4.01 Additional Information To Be Furnished to Bond Issuer. The Administrator shall furnish to the Bond Issuer from time to time such additional information regarding the Collateral as the Bond Issuer shall reasonably request.

ARTICLE V.

Miscellaneous Provisions

Section 5.01 Independence of Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Bond Issuer with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Bond Issuer, the Administrator shall have no authority to act for or represent the Bond Issuer in any way and shall not otherwise be deemed an agent of the Bond Issuer.

Section 5.02 No Joint Venture. Nothing contained in this Agreement shall (a) constitute the Administrator and the Bond Issuer as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) be construed to impose any liability as such on any of them or (c) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 5.03 Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Bond Issuer.

Section 5.04 Term of Agreement: Resignation and Removal of Administrator. (a) This Agreement shall continue in force for one year and one day after the retirement of all Bonds issued pursuant to the Bond Indenture.

(b) Subject to Sections 5.04(e) and 5.04(f), the Administrator may resign its duties hereunder by providing the Bond Issuer with at least 60 days prior written notice.

(c) Subject to Sections 5.04(e) and 5.04(f), the Bond Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days prior written notice.

(d) Subject to Sections 5.04(e) and 5.04(f), at the sole option of the Bond Issuer, the Administrator may be removed immediately upon written notice of termination from the Bond Issuer to the Administrator if any of the following events shall occur:

(i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default is curable

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but cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Bond Issuer);

(ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Bond Issuer and the Bond Trustee within seven days after the happening of such event.

(e) No resignation or removal of the Administrator pursuant to this Section 5.04 shall be effective until (i) a successor Administrator shall have been appointed by the Bond Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Section 5.05 Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 5.04(a) or the resignation or removal of the Administrator pursuant to Sections 5.04(b) or 5.04(c), respectively, the Administrator shall be entitled to be paid all fees accrued to it and expenses accrued by it in the performance of its duties hereunder through the date of such termination, resignation or removal, to the extent permitted under Article III. The Administrator shall forthwith upon such termination pursuant to Section 5.04(a) deliver to the Bond Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Sections 5.04(b) or 5.04(c), respectively, the Administrator shall cooperate with the Bond Issuer and take all reasonable steps requested to assist the Bond Issuer in making an orderly transfer of the duties of the Administrator.

Section 5.06 Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Administration Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Bond Issuer, to

     CEI Funding LLC

     c/o FirstEnergy Corp.

     76 South Main Street

     Akron, Ohio 44308

     Attention:   James W. Burk, Counsel of Record

     Facsimile:  (330) 384-3875

     Telephone: (330) 384-5861

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(b) if to the Administrator, to

The Cleveland Electric Illuminating Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, telecopied or hand-delivered to the address of such party as provided above, except that notices to the Bond Trustee are effective only upon receipt.

Section 5.07 Amendments. This Agreement may be amended in writing by the Administrator and the Bond Issuer with the written consent of the Bond Trustee, but without the consent of any of the Bondholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Bond Trustee, adversely affect in any material respect the interests of any Bondholder or Certificateholder.

This Agreement may also be amended in writing from time to time by the Administrator and the Bond Issuer with the written consent of the Bond Trustee and, subject to the first paragraph of this Section 5.07, the written consent of the Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds of all Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that no such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, Phase-In-Recovery Charge Collections without the consent of the Holders of all the outstanding Bonds.

Promptly after the execution of any such amendment and the requisite consents, the Administrator shall furnish a copy of such amendment to the Bond Trustee and each of the Rating Agencies.

Approval by Bondholders of the substance of any proposed amendment or consent shall constitute sufficient consent of the Bondholders pursuant to this Section, and it shall not be necessary that Bondholders approve of the particular form of any amendment or consent.

Prior to its consent to any amendment to this Agreement, the Bond Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that such amendment is authorized or permitted by this Agreement. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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Section 5.08 Successors and Assigns. Except as provided below and in Section 5.17, this Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Bond Issuer and the Bond Trustee and is subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. This Agreement may be assigned by the Administrator without the consent of the Bond Issuer and the Bond Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Bond Issuer and the Bond Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder and the Rating Agency Condition is satisfied. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

Section 5.09 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Administrator, the Bond Issuer, the Trust, the Bond Trustee, the Bondholders, the Certificate Trustee, the Delaware Trustee and the other Persons expressly referred to herein. The Bondholders shall be entitled to enforce their rights and remedies against the Administrator under this agreement solely through a cause of action brought for their benefit by the Bond Trustee, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein, except for the indemnities specifically provided in Section 5.15. The Persons listed in this section as having the benefit of this Agreement and the indemnified Persons listed in Section 5.15 shall have rights of enforcement with respect to this Agreement.

Section 5.10 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, 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 5.11 Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 5.12 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

Section 5.13 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 5.14 Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to the Seller of the Phase-In-Recovery Property pursuant to Section 4928.2310 of the Statute, the Administrator, solely in its capacity as a creditor of the Bond Issuer, shall not, prior to the date which is one year and one day after the termination of the Bond Indenture with respect to the Bond Issuer, petition or otherwise invoke or cause the Bond Issuer or the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer or the Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or the Trust or any substantial part of the property of the Bond Issuer or the Trust, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer or the Trust.

Section 5.15 Indemnification. The Administrator shall indemnify the Bond Issuer, the Bond Trustee, the Delaware Trustee, the Certificate Trustee, the Trust, and their respective officers, officials, directors, members, managers, employees and agents (each an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, actions, suits, claims, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against any such Person as a

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result of the Administrator’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement. The Bondholders shall be entitled to enforce their rights and remedies against the Administrator under this indemnification solely through a cause of action brought for their benefit by the Bond Trustee. The Administrator will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 5.15, (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The indemnification obligations of the Administrator under this Section 5.15 shall survive the termination of this Agreement and the resignation or removal of the Bond Trustee or Certificate Trustee.

Section 5.16 Administrator’s Liability. Except as otherwise provided herein, the Administrator assumes no liability other than to render or stand ready to render the services called for herein, and neither the Administrator nor any of its members, managers, officers, employees, subsidiaries or affiliates shall be responsible for any action of the Bond Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Bond Issuer (other than the Administrator itself). The Administrator shall not be liable for nor shall it have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent of the Bond Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Bond Issuer (other than the Administrator itself).

Section 5.17 Collateral Assignment to Bond Trustee. The Administrator hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer to the Bond Trustee for the benefit of the Bondholders and the Bond Trustee pursuant to the Bond Indenture of all of the Bond Issuer’s rights hereunder and to the Grant of a security interest and collateral assignment by the sole Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s rights in all rights of the Certificate Trustee or the Certificate Issuer, as Holder of the Bonds, in and to this Administration Agreement.

Section 5.18 Rule 17g-5 Compliance. The Administrator agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Administrator to any Rating Agency under this Agreement or any other Basic Document to which it is a party for the purposes of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency shall be provided, substantially concurrently, to the Servicer for posting on the 17g-5 Website.

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IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be duly executed and delivered under seal as of the day and year first above written.

CEI FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, as Administrator
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Administration Agreement

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EX-10.4

EXHIBIT 10.4

Execution Version

ADMINISTRATION AGREEMENT

This Administration Agreement, dated as of June 20, 2013, is made by and between OE Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and Ohio Edison Company, an Ohio corporation, as Administrator (the “Administrator”).

RECITALS

A. The Bond Issuer is issuing the Bonds pursuant to the Bond Indenture dated as of June 20, 2013 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Bond Indenture”). Capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Bond Indenture, between the Bond Issuer and U.S. Bank National Association, as Bond Trustee ( the “Bond Trustee”).

B. The Bond Issuer has entered into certain agreements in connection with the issuance of the Bonds, including (i) a Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013 (the “Sale Agreement”), between the Bond Issuer and Ohio Edison Company, as Seller (in such capacity, the “Seller”), (ii) a Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”), between the Bond Issuer and Ohio Edison Company, as Servicer (in such capacity, the “Servicer”), (iii) an Underwriting Agreement dated as of June 12, 2013 (the “Underwriting Agreement”), among the FirstEnergy Ohio PIRB Special Purpose Trust 2013 (“the “Trust”), the Bond Issuer, CEI Funding LLC, TE Funding LLC, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company and the Underwriters named therein, (iv) the Bond Indenture, (v) a Bond Purchase Agreement dated as of June 20, 2013 (the “Bond Purchase Agreement”) between the Bond Issuer and the Trust and (vi) a Fee and Indemnity Agreement dated as of June 20, 2013 (the “Fee Agreement”) among CEI Funding LLC, TE Funding LLC, U.S. Bank Trust National Association, as Delaware Trustee (the “Delaware Trustee”), U.S. Bank National Association, as Certificate Trustee, the Bond Issuer and the Trust. The Sale Agreement, the Servicing Agreement, the Underwriting Agreement, the Bond Indenture, the Bond Purchase Agreement and the Fee Agreement, all as amended or modified from time to time, are herein referred to collectively as the “Related Agreements.”

C. Pursuant to the Related Agreements, the Bond Issuer is required to perform certain duties in connection with the Bonds and the collateral therefor pledged pursuant to the Bond Indenture (the “Collateral”) and to maintain its existence and comply with applicable laws.

D. The Bond Issuer has no employees, other than its officers, and does not intend to hire any additional employees, and consequently desires to have the Administrator perform certain duties of the Bond Issuer referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Bond Issuer may from time to time request.

E. The Administrator has the capacity to provide the services and the facilities required hereby and is willing to perform such services and provide such facilities for the Bond Issuer on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I.

Duties of Administrator

Section 1.01 Appointment of Administrator: Acceptance of Appointment. The Bond Issuer hereby appoints the Administrator, and the Administrator hereby accepts such appointment, to perform the Administrator’s obligations pursuant to this Agreement on behalf of and for the benefit of the Bond Issuer in accordance with the terms of this Agreement and applicable law.

Section 1.02 Duties of the Administrator. The Administrator agrees to perform all its duties as Administrator hereunder in accordance with the terms of this Agreement and applicable law.

(a) The Administrator shall provide for the performance by the Bond Issuer of its obligations under each of the Related Agreements and shall prepare for execution by the Bond Issuer, or shall cause the preparation by other appropriate Persons (including third parties with respect to professional services, to the extent required or contemplated in accordance with the terms of this Agreement) of all such documents, reports, filings, instruments, notices, certificates and opinions as it shall be the duty of the Bond Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Bond Issuer to take pursuant to the Bond Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Bond Indenture (references are to sections of the Bond Indenture):

(i) the preparation of or obtaining of the documents and instruments required for authentication of the Bonds, if any, and delivery of the same to the Bond Trustee (Section 2.03) and such other actions on behalf of the Bond Issuer as are necessary for the issuance and delivery of the Bonds;

(ii) the duty to keep the Bond Register and to give the Bond Trustee notice of any appointment of a new Bond Registrar and the location, or change in location, of the Bond Register (Section 2.05);

(iii) the fixing or causing to be fixed of any special record date and the notification of each affected Bondholder with respect to special record dates, payment dates, and the amount of defaulted interest (plus interest on such defaulted interest) to be paid, if any (Section 2.08(c));

(iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.11);

(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Bond Trustee the instrument specified in the Bond Indenture regarding funds held in trust (Section 3.03);

(vi) the direction to Paying Agents to pay to the Bond Trustee all sums held in trust by such Paying Agents (Section 3.03);

(vii) the preparation and filing of all documents and instruments necessary to maintain the Bond Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Bond Issuer becomes, or any successor Bond Issuer under the Bond Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Bond Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04);

(viii) the obtaining and preservation of the Bond Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Bond Indenture, the Bonds, the Collateral and each other instrument or agreement included in the Collateral (Section 3.04);

(ix) the preparation of all supplements and amendments to the Bond Indenture, filings with the PUCO pursuant to the Statute, financing statements, continuation statements, instruments of further assurance

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and other instruments, in accordance with Section 3.05 of the Bond Indenture, necessary to protect the Collateral (Section 3.05);

(x) the obtaining of the Opinions of Counsel and the delivery of such Opinions of Counsel, in accordance with Section 3.06 of the Bond Indenture, as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Bond Indenture, as to compliance with the Bond Indenture (Section 3.06 and 3.09);

(xi) the identification to the Bond Trustee in an Officer’s Certificate of any Person with whom the Bond Issuer has contracted to perform its duties under the Bond Indenture (Section 3.07(a));

(xii) the preparation and filing of all documents required under the Statute relating to the transfer of the ownership or security interest in the Phase-In-Recovery Property (Section 3.07(h));

(xiii) the annual preparation and delivery of an Officer’s Certificate to the Bond Trustee, the Certificate Trustee and the Rating Agencies as to compliance with conditions and covenants under the Bond Indenture (Section 3.09);

(xiv) the preparation and obtaining of documents and instruments required for the release of the Bond Issuer from its obligations under the Bond Indenture (Section 3.11(b));

(xv) the delivery of notice to the Bond Trustee and the Rating Agencies of each Event of Default and each default by the Servicer or Seller of its obligations under the Servicing Agreement or the Sale Agreement, respectively (Sections 3.07(c) and 3.20);

(xvi) the preparation of an Officer’s Certificate and Independent Certificate relating to (i) the satisfaction and discharge of the Bond Indenture under Section 4.01 of the Bond Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Bond Indenture (Sections 4.01 and 4.02);

(xvii) the furnishing to the Bond Trustee of (i) each Record Date and (ii) the names and addresses of Bondholders during any period when the Bond Trustee is not the Bond Registrar (Section 7.01);

(xviii) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Bond Issuer, the Administrative Trustee or the Certificate Trustee (as the case may be), the filing with the Commission and any applicable state agencies, the rating agencies, the Bond Trustee and/or the certificate trustee of the annual reports, periodic reports, applications, certificates and other filings and of the information, documents, statements and other reports, including filings, statements and reports on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries or copies, as necessary, to the Bondholders (Sections 3.07(g), 3.07(h) and 7.03);

(xix) the notification of the Bond Trustee if and when the Bonds are listed on any stock exchange (Section 7.04);

(xx) the opening of one or more segregated trust accounts in the Bond Trustee’s name, the preparation of Issuer Orders, and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to investment and reinvestment of funds in the Collection Account (Section 8.02 and 8.03);

(xxi) the preparation of Issuer Requests and Officers’ Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.04 and 8.05);

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(xxii) the preparation of Issuer Orders and the obtaining of Officers’ Certificates with respect to the execution of supplemental bond indentures (Sections 9.01 and 9.02);

(xxiii) the preparation of new Bonds conforming to any supplemental bond indenture (Section 9.04);

(xxiv) the preparation of all Officer’s Certificates and Independent Certificates with respect to any requests by the Bond Issuer to the Bond Trustee to take any action under the Bond Indenture (Section 11.01(a));

(xxv) the preparation and delivery of Officers’ Certificates for the release of property from the lien of the Bond Indenture (Section 11.01(b));

(xxvi) the notification of the Bond Trustee of any notice received by the Bond Issuer from the Bondholders (Section 11.04); and

(xxvii) the recording of the Bond Indenture, if applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.14).

(b) The Administrator shall also furnish the Bond Issuer with ordinary clerical, bookkeeping and other corporate administrative services necessary and appropriate for the Bond Issuer, including, without limitation, the following services:

(i) maintain at the facilities (referenced in Section 2.01 below) general accounting records of the Bond Issuer (the “Account Records”), subject to year-end audit, in accordance with generally accepted accounting principles, separate and apart from its own accounting records, prepare or cause to be prepared such quarterly and annual financial statements as may be necessary or appropriate and arrange for year-end audits of the Bond Issuer’s financial statements by the Bond Issuer’s independent accountants;

(ii) prepare for execution by the Bond Issuer and cause to be filed such income, franchise or other tax returns of the Bond Issuer as shall be required to be filed by applicable law (the “Tax Returns”) and cause to be paid on behalf of the Bond Issuer from the Bond Issuer’s funds any taxes required to be paid by the Bond Issuer under applicable law;

(iii) prepare or cause to be prepared for execution by the Bond Issuer’s Managers minutes of the meetings of the Bond Issuer’s Managers and such other documents deemed appropriate by the Bond Issuer to maintain the separate limited liability company existence and good standing of the Bond Issuer (the “Company Minutes”) or otherwise required under the Related Agreements (together with the Account Records, the Tax Returns, the Company Minutes, the LLC Agreement, and the Certificate of Formation, the “Bond Issuer Documents”); and any other documents deliverable by the Bond Issuer thereunder or in connection therewith; and

(iv) hold, maintain and preserve at the facilities (or such other place as shall be required by any of the Related Agreements) executed copies (to the extent applicable) of the Bond Issuer Documents and other documents executed by the Bond Issuer thereunder or in connection therewith.

(c) To the full extent allowable under applicable law, the Administrator shall enforce each of the rights of the Bond Issuer under the Related Agreements;

(d) The Administrator shall provide for the defense, at the direction of the Bond Issuer’s Managers, of any action, suit or proceeding brought against the Bond Issuer or affecting the Bond Issuer or any of its assets.

Section 1.03 Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (1) undertake such other administrative services as may be appropriate, necessary or requested by the Bond Issuer (including with respect to the Trust) and (2) provide such other services as are incidental to those set forth in Section 1.02 (in each case, including with respect to the Trust) or this Section 1.03 or as the Bond Issuer

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and Administrator may agree (including with respect to the Trust). Subject to Section 5.01 of this Agreement, and in accordance with the directions of the Bond Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral and the Related Agreements as are not covered by any of the foregoing provisions and as are expressly requested by the Bond Issuer and are reasonably within the capability of the Administrator.

(b) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be, in the Administrator’s reasonable opinion, no less favorable to the Bond Issuer than would be available from unaffiliated parties.

(c) In providing the services under this Article I and as otherwise provided under this Administration Agreement, the Administrator will not knowingly take any actions on behalf of the Bond Issuer which (i) the Bond Issuer is prohibited from taking under the Related Agreements, or (ii) would cause the Bond Issuer to be in violation of any federal, state or local law or the LLC Agreement.

(d) In performing its duties hereunder, the Administrator shall use the same degree of care and diligence that the Administrator exercises with respect to performing such duties for its own account and, if applicable, for others.

Section 1.04 Non-Ministerial Matters. (a) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless the Administrator shall have notified the Bond Issuer of the proposed action and the Bond Issuer shall have consented. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

(i) the amendment of, or any supplement to, the Bond Indenture;

(ii) the initiation of any claim or lawsuit by the Bond Issuer and the compromise of any action, claim or lawsuit brought by or against the Bond Issuer (other than in connection with the collection of the Phase-In-Recovery Charge);

(iii) the amendment, change or modification of the Related Agreements;

(iv) the appointment of successor Bond Registrars, successor Paying Agents and successor Bond Trustees pursuant to the Bond Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Bond Registrar, Paying Agent or Bond Trustee of its obligations under the Bond Indenture; and

(v) the removal of the Bond Trustee.

(b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not, take any action that the Bond Issuer directs the Administrator not to take on its behalf.

ARTICLE II.

Facilities

Section 2.01 Facilities. During the term of this Agreement, the Administrator shall make available to or provide the Bond Issuer with such facilities and reasonable ancillary services as are necessary to conduct the business of the Bond Issuer and to comply with the terms of the Related Agreements. Such facilities shall include office space to serve as the principal place of business of the Bond Issuer. Initially such office space will be located at 76 South Main Street, Akron, Ohio 44308. All facilities provided to the Bond Issuer hereunder shall be provided without warranty of any kind.

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ARTICLE III.

Compensation

Section 3.01 Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement, including the provision of facilities pursuant to Section 2.01, the Administrator shall be entitled to an annual fee of $38,097 payable in equal semiannual installments on each Payment Date as defined in Section 1.01 of the Bond Indenture. In addition, the Bond Issuer shall reimburse the Administrator for all filing fees and expenses, legal fees, fees of outside auditors and other out-of-pocket expenses incurred by the Administrator in the course of performing its duties hereunder. The Administrator’s compensation and other expenses payable hereunder shall be paid from the Collection Account pursuant to, and in accordance with, Section 8.02(e) of the Bond Indenture, and the Administrator shall have no recourse against the Bond Issuer for payment of such amounts other than in accordance with Section 8.02 of the Bond Indenture.

ARTICLE IV.

Additional Information

Section 4.01 Additional Information To Be Furnished to Bond Issuer. The Administrator shall furnish to the Bond Issuer from time to time such additional information regarding the Collateral as the Bond Issuer shall reasonably request.

ARTICLE V.

Miscellaneous Provisions

Section 5.01 Independence of Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Bond Issuer with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Bond Issuer, the Administrator shall have no authority to act for or represent the Bond Issuer in any way and shall not otherwise be deemed an agent of the Bond Issuer.

Section 5.02 No Joint Venture. Nothing contained in this Agreement shall (a) constitute the Administrator and the Bond Issuer as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) be construed to impose any liability as such on any of them or (c) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 5.03 Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Bond Issuer.

Section 5.04 Term of Agreement: Resignation and Removal of Administrator. (a) This Agreement shall continue in force for one year and one day after the retirement of all Bonds issued pursuant to the Bond Indenture.

(b) Subject to Sections 5.04(e) and 5.04(f), the Administrator may resign its duties hereunder by providing the Bond Issuer with at least 60 days prior written notice.

(c) Subject to Sections 5.04(e) and 5.04(f), the Bond Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days prior written notice.

(d) Subject to Sections 5.04(e) and 5.04(f), at the sole option of the Bond Issuer, the Administrator may be removed immediately upon written notice of termination from the Bond Issuer to the Administrator if any of the following events shall occur:

(i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default is curable

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but cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Bond Issuer);

(ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Bond Issuer and the Bond Trustee within seven days after the happening of such event.

(e) No resignation or removal of the Administrator pursuant to this Section 5.04 shall be effective until (i) a successor Administrator shall have been appointed by the Bond Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Section 5.05 Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 5.04(a) or the resignation or removal of the Administrator pursuant to Sections 5.04(b) or 5.04(c), respectively, the Administrator shall be entitled to be paid all fees accrued to it and expenses accrued by it in the performance of its duties hereunder through the date of such termination, resignation or removal, to the extent permitted under Article III. The Administrator shall forthwith upon such termination pursuant to Section 5.04(a) deliver to the Bond Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Sections 5.04(b) or 5.04(c), respectively, the Administrator shall cooperate with the Bond Issuer and take all reasonable steps requested to assist the Bond Issuer in making an orderly transfer of the duties of the Administrator.

Section 5.06 Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Administration Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Bond Issuer, to

OE Funding LLC
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Attention:	James W. Burk, Counsel of Record
Facsimile:	(330) 384-3875
Telephone:	(330) 384-5861

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(b) if to the Administrator, to

Ohio Edison Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, telecopied or hand-delivered to the address of such party as provided above, except that notices to the Bond Trustee are effective only upon receipt.

Section 5.07 Amendments. This Agreement may be amended in writing by the Administrator and the Bond Issuer with the written consent of the Bond Trustee, but without the consent of any of the Bondholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Bond Trustee, adversely affect in any material respect the interests of any Bondholder or Certificateholder.

This Agreement may also be amended in writing from time to time by the Administrator and the Bond Issuer with the written consent of the Bond Trustee and, subject to the first paragraph of this Section 5.07, the written consent of the Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds of all Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that no such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, Phase-In-Recovery Charge Collections without the consent of the Holders of all the outstanding Bonds.

Promptly after the execution of any such amendment and the requisite consents, the Administrator shall furnish a copy of such amendment to the Bond Trustee and each of the Rating Agencies.

Approval by Bondholders of the substance of any proposed amendment or consent shall constitute sufficient consent of the Bondholders pursuant to this Section, and it shall not be necessary that Bondholders approve of the particular form of any amendment or consent.

Prior to its consent to any amendment to this Agreement, the Bond Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that such amendment is authorized or permitted by this Agreement. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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Section 5.08 Successors and Assigns. Except as provided below and in Section 5.17, this Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Bond Issuer and the Bond Trustee and is subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. This Agreement may be assigned by the Administrator without the consent of the Bond Issuer and the Bond Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Bond Issuer and the Bond Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder and the Rating Agency Condition is satisfied. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

Section 5.09 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Administrator, the Bond Issuer, the Trust, the Bond Trustee, the Bondholders, the Certificate Trustee, the Delaware Trustee and the other Persons expressly referred to herein. The Bondholders shall be entitled to enforce their rights and remedies against the Administrator under this agreement solely through a cause of action brought for their benefit by the Bond Trustee, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein, except for the indemnities specifically provided in Section 5.15. The Persons listed in this section as having the benefit of this Agreement and the indemnified Persons listed in Section 5.15 shall have rights of enforcement with respect to this Agreement.

Section 5.10 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, 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 5.11 Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 5.12 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

Section 5.13 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 5.14 Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to the Seller of the Phase-In-Recovery Property pursuant to Section 4928.2310 of the Statute, the Administrator, solely in its capacity as a creditor of the Bond Issuer, shall not, prior to the date which is one year and one day after the termination of the Bond Indenture with respect to the Bond Issuer, petition or otherwise invoke or cause the Bond Issuer or the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer or the Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or the Trust or any substantial part of the property of the Bond Issuer or the Trust, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer or the Trust.

Section 5.15 Indemnification. The Administrator shall indemnify the Bond Issuer, the Bond Trustee, the Delaware Trustee, the Certificate Trustee, the Trust, and their respective officers, officials, directors, members, managers, employees and agents (each an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, actions, suits, claims, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against any such Person as a

9

result of the Administrator’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement. The Bondholders shall be entitled to enforce their rights and remedies against the Administrator under this indemnification solely through a cause of action brought for their benefit by the Bond Trustee. The Administrator will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 5.15, (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The indemnification obligations of the Administrator under this Section 5.15 shall survive the termination of this Agreement and the resignation or removal of the Bond Trustee or Certificate Trustee.

Section 5.16 Administrator’s Liability. Except as otherwise provided herein, the Administrator assumes no liability other than to render or stand ready to render the services called for herein, and neither the Administrator nor any of its members, managers, officers, employees, subsidiaries or affiliates shall be responsible for any action of the Bond Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Bond Issuer (other than the Administrator itself). The Administrator shall not be liable for nor shall it have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent of the Bond Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Bond Issuer (other than the Administrator itself).

Section 5.17 Collateral Assignment to Bond Trustee. The Administrator hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer to the Bond Trustee for the benefit of the Bondholders and the Bond Trustee pursuant to the Bond Indenture of all of the Bond Issuer’s rights hereunder and to the Grant of a security interest and collateral assignment by the sole Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s rights in all rights of the Certificate Trustee or the Certificate Issuer, as Holder of the Bonds, in and to this Administration Agreement.

Section 5.18 Rule 17g-5 Compliance. The Administrator agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Administrator to any Rating Agency under this Agreement or any other Basic Document to which it is a party for the purposes of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency shall be provided, substantially concurrently, to the Servicer for posting on the 17g-5 Website.

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IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be duly executed and delivered under seal as of the day and year first above written.

OE FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

OHIO EDISON COMPANY, as Administrator
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Administration Agreement

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EX-10.5

EXHIBIT 10.5

Execution Version

ADMINISTRATION AGREEMENT

This Administration Agreement, dated as of June 20, 2013, is made by and between TE Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and The Toledo Edison Company, an Ohio corporation, as Administrator (the “Administrator”).

RECITALS

A. The Bond Issuer is issuing the Bonds pursuant to the Bond Indenture dated as of June 20, 2013 (as amended, modified or supplemented from time to time in accordance with the provisions thereof, the “Bond Indenture”). Capitalized terms used herein and not defined herein shall have the meanings assigned such terms in the Bond Indenture, between the Bond Issuer and U.S. Bank National Association, as Bond Trustee ( the “Bond Trustee”).

B. The Bond Issuer has entered into certain agreements in connection with the issuance of the Bonds, including (i) a Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013 (the “Sale Agreement”), between the Bond Issuer and The Toledo Edison Company, as Seller (in such capacity, the “Seller”), (ii) a Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”), between the Bond Issuer and The Toledo Edison Company, as Servicer (in such capacity, the “Servicer”), (iii) an Underwriting Agreement dated as of June 12, 2013 (the “Underwriting Agreement”), among the FirstEnergy Ohio PIRB Special Purpose Trust 2013 (“the “Trust”), the Bond Issuer, CEI Funding LLC, OE Funding LLC, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company and the Underwriters named therein, (iv) the Bond Indenture, (v) a Bond Purchase Agreement dated as of June 20, 2013 (the “Bond Purchase Agreement”) between the Bond Issuer and the Trust and (vi) a Fee and Indemnity Agreement dated as of June 20, 2013 (the “Fee Agreement”) among CEI Funding LLC, OE Funding LLC, U.S. Bank Trust National Association, as Delaware Trustee (the “Delaware Trustee”), U.S. Bank National Association, as Certificate Trustee, the Bond Issuer and the Trust. The Sale Agreement, the Servicing Agreement, the Underwriting Agreement, the Bond Indenture, the Bond Purchase Agreement and the Fee Agreement, all as amended or modified from time to time, are herein referred to collectively as the “Related Agreements.”

C. Pursuant to the Related Agreements, the Bond Issuer is required to perform certain duties in connection with the Bonds and the collateral therefor pledged pursuant to the Bond Indenture (the “Collateral”) and to maintain its existence and comply with applicable laws.

D. The Bond Issuer has no employees, other than its officers, and does not intend to hire any additional employees, and consequently desires to have the Administrator perform certain duties of the Bond Issuer referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Bond Issuer may from time to time request.

E. The Administrator has the capacity to provide the services and the facilities required hereby and is willing to perform such services and provide such facilities for the Bond Issuer on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE I.

Duties of Administrator

Section 1.01 Appointment of Administrator: Acceptance of Appointment. The Bond Issuer hereby appoints the Administrator, and the Administrator hereby accepts such appointment, to perform the Administrator’s obligations pursuant to this Agreement on behalf of and for the benefit of the Bond Issuer in accordance with the terms of this Agreement and applicable law.

Section 1.02 Duties of the Administrator. The Administrator agrees to perform all its duties as Administrator hereunder in accordance with the terms of this Agreement and applicable law.

(a) The Administrator shall provide for the performance by the Bond Issuer of its obligations under each of the Related Agreements and shall prepare for execution by the Bond Issuer, or shall cause the preparation by other appropriate Persons (including third parties with respect to professional services, to the extent required or contemplated in accordance with the terms of this Agreement) of all such documents, reports, filings, instruments, notices, certificates and opinions as it shall be the duty of the Bond Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Bond Issuer to take pursuant to the Bond Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Bond Indenture (references are to sections of the Bond Indenture):

(i) the preparation of or obtaining of the documents and instruments required for authentication of the Bonds, if any, and delivery of the same to the Bond Trustee (Section 2.03) and such other actions on behalf of the Bond Issuer as are necessary for the issuance and delivery of the Bonds;

(ii) the duty to keep the Bond Register and to give the Bond Trustee notice of any appointment of a new Bond Registrar and the location, or change in location, of the Bond Register (Section 2.05);

(iii) the fixing or causing to be fixed of any special record date and the notification of each affected Bondholder with respect to special record dates, payment dates, and the amount of defaulted interest (plus interest on such defaulted interest) to be paid, if any (Section 2.08(c));

(iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.11);

(v) the duty to cause newly appointed Paying Agents, if any, to deliver to the Bond Trustee the instrument specified in the Bond Indenture regarding funds held in trust (Section 3.03);

(vi) the direction to Paying Agents to pay to the Bond Trustee all sums held in trust by such Paying Agents (Section 3.03);

(vii) the preparation and filing of all documents and instruments necessary to maintain the Bond Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Bond Issuer becomes, or any successor Bond Issuer under the Bond Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Bond Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04);

(viii) the obtaining and preservation of the Bond Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Bond Indenture, the Bonds, the Collateral and each other instrument or agreement included in the Collateral (Section 3.04);

(ix) the preparation of all supplements and amendments to the Bond Indenture, filings with the PUCO pursuant to the Statute, financing statements, continuation statements, instruments of further assurance

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and other instruments, in accordance with Section 3.05 of the Bond Indenture, necessary to protect the Collateral (Section 3.05);

(x) the obtaining of the Opinions of Counsel and the delivery of such Opinions of Counsel, in accordance with Section 3.06 of the Bond Indenture, as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Bond Indenture, as to compliance with the Bond Indenture (Section 3.06 and 3.09);

(xi) the identification to the Bond Trustee in an Officer’s Certificate of any Person with whom the Bond Issuer has contracted to perform its duties under the Bond Indenture (Section 3.07(a));

(xii) the preparation and filing of all documents required under the Statute relating to the transfer of the ownership or security interest in the Phase-In-Recovery Property (Section 3.07(h));

(xiii) the annual preparation and delivery of an Officer’s Certificate to the Bond Trustee, the Certificate Trustee and the Rating Agencies as to compliance with conditions and covenants under the Bond Indenture (Section 3.09);

(xiv) the preparation and obtaining of documents and instruments required for the release of the Bond Issuer from its obligations under the Bond Indenture (Section 3.11(b));

(xv) the delivery of notice to the Bond Trustee and the Rating Agencies of each Event of Default and each default by the Servicer or Seller of its obligations under the Servicing Agreement or the Sale Agreement, respectively (Sections 3.07(c) and 3.20);

(xvi) the preparation of an Officer’s Certificate and Independent Certificate relating to (i) the satisfaction and discharge of the Bond Indenture under Section 4.01 of the Bond Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Bond Indenture (Sections 4.01 and 4.02);

(xvii) the furnishing to the Bond Trustee of (i) each Record Date and (ii) the names and addresses of Bondholders during any period when the Bond Trustee is not the Bond Registrar (Section 7.01);

(xviii) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Bond Issuer, the Administrative Trustee or the Certificate Trustee (as the case may be), the filing with the Commission and any applicable state agencies, the rating agencies, the Bond Trustee and/or the certificate trustee of the annual reports, periodic reports, applications, certificates and other filings and of the information, documents, statements and other reports, including filings, statements and reports on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries or copies, as necessary, to the Bondholders (Sections 3.07(g), 3.07(h) and 7.03);

(xix) the notification of the Bond Trustee if and when the Bonds are listed on any stock exchange (Section 7.04);

(xx) the opening of one or more segregated trust accounts in the Bond Trustee’s name, the preparation of Issuer Orders, and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to investment and reinvestment of funds in the Collection Account (Section 8.02 and 8.03);

(xxi) the preparation of Issuer Requests and Officers’ Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.04 and 8.05);

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(xxii) the preparation of Issuer Orders and the obtaining of Officers’ Certificates with respect to the execution of supplemental bond indentures (Sections 9.01 and 9.02);

(xxiii) the preparation of new Bonds conforming to any supplemental bond indenture (Section 9.04);

(xxiv) the preparation of all Officer’s Certificates and Independent Certificates with respect to any requests by the Bond Issuer to the Bond Trustee to take any action under the Bond Indenture (Section 11.01(a));

(xxv) the preparation and delivery of Officers’ Certificates for the release of property from the lien of the Bond Indenture (Section 11.01(b));

(xxvi) the notification of the Bond Trustee of any notice received by the Bond Issuer from the Bondholders (Section 11.04); and

(xxvii) the recording of the Bond Indenture, if applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.14).

(b) The Administrator shall also furnish the Bond Issuer with ordinary clerical, bookkeeping and other corporate administrative services necessary and appropriate for the Bond Issuer, including, without limitation, the following services:

(i) maintain at the facilities (referenced in Section 2.01 below) general accounting records of the Bond Issuer (the “Account Records”), subject to year-end audit, in accordance with generally accepted accounting principles, separate and apart from its own accounting records, prepare or cause to be prepared such quarterly and annual financial statements as may be necessary or appropriate and arrange for year-end audits of the Bond Issuer’s financial statements by the Bond Issuer’s independent accountants;

(ii) prepare for execution by the Bond Issuer and cause to be filed such income, franchise or other tax returns of the Bond Issuer as shall be required to be filed by applicable law (the “Tax Returns”) and cause to be paid on behalf of the Bond Issuer from the Bond Issuer’s funds any taxes required to be paid by the Bond Issuer under applicable law;

(iii) prepare or cause to be prepared for execution by the Bond Issuer’s Managers minutes of the meetings of the Bond Issuer’s Managers and such other documents deemed appropriate by the Bond Issuer to maintain the separate limited liability company existence and good standing of the Bond Issuer (the “Company Minutes”) or otherwise required under the Related Agreements (together with the Account Records, the Tax Returns, the Company Minutes, the LLC Agreement, and the Certificate of Formation, the “Bond Issuer Documents”); and any other documents deliverable by the Bond Issuer thereunder or in connection therewith; and

(iv) hold, maintain and preserve at the facilities (or such other place as shall be required by any of the Related Agreements) executed copies (to the extent applicable) of the Bond Issuer Documents and other documents executed by the Bond Issuer thereunder or in connection therewith.

(c) To the full extent allowable under applicable law, the Administrator shall enforce each of the rights of the Bond Issuer under the Related Agreements;

(d) The Administrator shall provide for the defense, at the direction of the Bond Issuer’s Managers, of any action, suit or proceeding brought against the Bond Issuer or affecting the Bond Issuer or any of its assets.

Section 1.03 Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (1) undertake such other administrative services as may be appropriate, necessary or requested by the Bond Issuer (including with respect to the Trust) and (2) provide such other services as are incidental to those set forth in Section 1.02 (in each case, including with respect to the Trust) or this Section 1.03 or as the Bond Issuer

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and Administrator may agree (including with respect to the Trust). Subject to Section 5.01 of this Agreement, and in accordance with the directions of the Bond Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral and the Related Agreements as are not covered by any of the foregoing provisions and as are expressly requested by the Bond Issuer and are reasonably within the capability of the Administrator.

(b) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be, in the Administrator’s reasonable opinion, no less favorable to the Bond Issuer than would be available from unaffiliated parties.

(c) In providing the services under this Article I and as otherwise provided under this Administration Agreement, the Administrator will not knowingly take any actions on behalf of the Bond Issuer which (i) the Bond Issuer is prohibited from taking under the Related Agreements, or (ii) would cause the Bond Issuer to be in violation of any federal, state or local law or the LLC Agreement.

(d) In performing its duties hereunder, the Administrator shall use the same degree of care and diligence that the Administrator exercises with respect to performing such duties for its own account and, if applicable, for others.

Section 1.04 Non-Ministerial Matters. (a) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless the Administrator shall have notified the Bond Issuer of the proposed action and the Bond Issuer shall have consented. For the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:

(i) the amendment of, or any supplement to, the Bond Indenture;

(ii) the initiation of any claim or lawsuit by the Bond Issuer and the compromise of any action, claim or lawsuit brought by or against the Bond Issuer (other than in connection with the collection of the Phase-In-Recovery Charge);

(iii) the amendment, change or modification of the Related Agreements;

(iv) the appointment of successor Bond Registrars, successor Paying Agents and successor Bond Trustees pursuant to the Bond Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Bond Registrar, Paying Agent or Bond Trustee of its obligations under the Bond Indenture; and

(v) the removal of the Bond Trustee.

(b) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and hereby agrees that it shall not, take any action that the Bond Issuer directs the Administrator not to take on its behalf.

ARTICLE II.

Facilities

Section 2.01 Facilities. During the term of this Agreement, the Administrator shall make available to or provide the Bond Issuer with such facilities and reasonable ancillary services as are necessary to conduct the business of the Bond Issuer and to comply with the terms of the Related Agreements. Such facilities shall include office space to serve as the principal place of business of the Bond Issuer. Initially such office space will be located at 76 South Main Street, Akron, Ohio 44308. All facilities provided to the Bond Issuer hereunder shall be provided without warranty of any kind.

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ARTICLE III.

Compensation

Section 3.01 Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement, including the provision of facilities pursuant to Section 2.01, the Administrator shall be entitled to an annual fee of $9,748 payable in equal semiannual installments on each Payment Date as defined in Section 1.01 of the Bond Indenture. In addition, the Bond Issuer shall reimburse the Administrator for all filing fees and expenses, legal fees, fees of outside auditors and other out-of-pocket expenses incurred by the Administrator in the course of performing its duties hereunder. The Administrator’s compensation and other expenses payable hereunder shall be paid from the Collection Account pursuant to, and in accordance with, Section 8.02(e) of the Bond Indenture, and the Administrator shall have no recourse against the Bond Issuer for payment of such amounts other than in accordance with Section 8.02 of the Bond Indenture.

ARTICLE IV.

Additional Information

Section 4.01 Additional Information To Be Furnished to Bond Issuer. The Administrator shall furnish to the Bond Issuer from time to time such additional information regarding the Collateral as the Bond Issuer shall reasonably request.

ARTICLE V.

Miscellaneous Provisions

Section 5.01 Independence of Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Bond Issuer with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Bond Issuer, the Administrator shall have no authority to act for or represent the Bond Issuer in any way and shall not otherwise be deemed an agent of the Bond Issuer.

Section 5.02 No Joint Venture. Nothing contained in this Agreement shall (a) constitute the Administrator and the Bond Issuer as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) be construed to impose any liability as such on any of them or (c) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.

Section 5.03 Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Bond Issuer.

Section 5.04 Term of Agreement: Resignation and Removal of Administrator. (a) This Agreement shall continue in force for one year and one day after the retirement of all Bonds issued pursuant to the Bond Indenture.

(b) Subject to Sections 5.04(e) and 5.04(f), the Administrator may resign its duties hereunder by providing the Bond Issuer with at least 60 days prior written notice.

(c) Subject to Sections 5.04(e) and 5.04(f), the Bond Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days prior written notice.

(d) Subject to Sections 5.04(e) and 5.04(f), at the sole option of the Bond Issuer, the Administrator may be removed immediately upon written notice of termination from the Bond Issuer to the Administrator if any of the following events shall occur:

(i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default is curable

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but cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Bond Issuer);

(ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clause (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Bond Issuer and the Bond Trustee within seven days after the happening of such event.

(e) No resignation or removal of the Administrator pursuant to this Section 5.04 shall be effective until (i) a successor Administrator shall have been appointed by the Bond Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder.

(f) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

Section 5.05 Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 5.04(a) or the resignation or removal of the Administrator pursuant to Sections 5.04(b) or 5.04(c), respectively, the Administrator shall be entitled to be paid all fees accrued to it and expenses accrued by it in the performance of its duties hereunder through the date of such termination, resignation or removal, to the extent permitted under Article III. The Administrator shall forthwith upon such termination pursuant to Section 5.04(a) deliver to the Bond Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Sections 5.04(b) or 5.04(c), respectively, the Administrator shall cooperate with the Bond Issuer and take all reasonable steps requested to assist the Bond Issuer in making an orderly transfer of the duties of the Administrator.

Section 5.06 Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Administration Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Bond Issuer, to

TE Funding LLC
c/o FirstEnergy Corp.
76 South Main Street
Akron, Ohio 44308
Attention:	James W. Burk, Counsel of Record
Facsimile:	(330) 384-3875
Telephone:	(330) 384-5861

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(b) if to the Administrator, to

The Toledo Edison Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, telecopied or hand-delivered to the address of such party as provided above, except that notices to the Bond Trustee are effective only upon receipt.

Section 5.07 Amendments. This Agreement may be amended in writing by the Administrator and the Bond Issuer with the written consent of the Bond Trustee, but without the consent of any of the Bondholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Bond Trustee, adversely affect in any material respect the interests of any Bondholder or Certificateholder.

This Agreement may also be amended in writing from time to time by the Administrator and the Bond Issuer with the written consent of the Bond Trustee and, subject to the first paragraph of this Section 5.07, the written consent of the Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds of all Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that no such amendment shall increase or reduce in any manner the amount of, or accelerate or delay the timing of, Phase-In-Recovery Charge Collections without the consent of the Holders of all the outstanding Bonds.

Promptly after the execution of any such amendment and the requisite consents, the Administrator shall furnish a copy of such amendment to the Bond Trustee and each of the Rating Agencies.

Approval by Bondholders of the substance of any proposed amendment or consent shall constitute sufficient consent of the Bondholders pursuant to this Section, and it shall not be necessary that Bondholders approve of the particular form of any amendment or consent.

Prior to its consent to any amendment to this Agreement, the Bond Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that such amendment is authorized or permitted by this Agreement. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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Section 5.08 Successors and Assigns. Except as provided below and in Section 5.17, this Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Bond Issuer and the Bond Trustee and is subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. This Agreement may be assigned by the Administrator without the consent of the Bond Issuer and the Bond Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator, provided that such successor organization executes and delivers to the Bond Issuer and the Bond Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder and the Rating Agency Condition is satisfied. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

Section 5.09 Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Administrator, the Bond Issuer, the Trust, the Bond Trustee, the Bondholders, the Certificate Trustee, the Delaware Trustee and the other Persons expressly referred to herein. The Bondholders shall be entitled to enforce their rights and remedies against the Administrator under this agreement solely through a cause of action brought for their benefit by the Bond Trustee, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein, except for the indemnities specifically provided in Section 5.15. The Persons listed in this section as having the benefit of this Agreement and the indemnified Persons listed in Section 5.15 shall have rights of enforcement with respect to this Agreement.

Section 5.10 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, 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 5.11 Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 5.12 Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement.

Section 5.13 Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 5.14 Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to the Seller of the Phase-In-Recovery Property pursuant to Section 4928.2310 of the Statute, the Administrator, solely in its capacity as a creditor of the Bond Issuer, shall not, prior to the date which is one year and one day after the termination of the Bond Indenture with respect to the Bond Issuer, petition or otherwise invoke or cause the Bond Issuer or the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer or the Trust under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or the Trust or any substantial part of the property of the Bond Issuer or the Trust, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer or the Trust.

Section 5.15 Indemnification. The Administrator shall indemnify the Bond Issuer, the Bond Trustee, the Delaware Trustee, the Certificate Trustee, the Trust, and their respective officers, officials, directors, members, managers, employees and agents (each an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, actions, suits, claims, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against any such Person as a

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result of the Administrator’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement. The Bondholders shall be entitled to enforce their rights and remedies against the Administrator under this indemnification solely through a cause of action brought for their benefit by the Bond Trustee. The Administrator will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 5.15, (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding. The indemnification obligations of the Administrator under this Section 5.15 shall survive the termination of this Agreement and the resignation or removal of the Bond Trustee or Certificate Trustee.

Section 5.16 Administrator’s Liability. Except as otherwise provided herein, the Administrator assumes no liability other than to render or stand ready to render the services called for herein, and neither the Administrator nor any of its members, managers, officers, employees, subsidiaries or affiliates shall be responsible for any action of the Bond Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Bond Issuer (other than the Administrator itself). The Administrator shall not be liable for nor shall it have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent of the Bond Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Bond Issuer (other than the Administrator itself).

Section 5.17 Collateral Assignment to Bond Trustee. The Administrator hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer to the Bond Trustee for the benefit of the Bondholders and the Bond Trustee pursuant to the Bond Indenture of all of the Bond Issuer’s rights hereunder and to the Grant of a security interest and collateral assignment by the sole Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s rights in all rights of the Certificate Trustee or the Certificate Issuer, as Holder of the Bonds, in and to this Administration Agreement.

Section 5.18 Rule 17g-5 Compliance. The Administrator agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Administrator to any Rating Agency under this Agreement or any other Basic Document to which it is a party for the purposes of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency shall be provided, substantially concurrently, to the Servicer for posting on the 17g-5 Website.

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IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be duly executed and delivered under seal as of the day and year first above written.

TE FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

THE TOLEDO EDISON COMPANY, as Administrator
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Administration Agreement

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EX-10.6

EXHIBIT 10.6

Execution Version

CEI FUNDING LLC

as Bond Issuer

and

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013,

as Certificate Issuer

BOND PURCHASE AGREEMENT

Dated as of June 20, 2013

BOND PURCHASE AGREEMENT (this “Agreement”) dated as of June 20, 2013, between CEI 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.

RECITALS

A. Capitalized terms used herein without definition shall have the meanings ascribed to them in that certain Bond Indenture (the “Bond Indenture”), dated as of June 20, 2013, between Bond Issuer and U.S. Bank National Association, as trustee (the “Bond Trustee”); which is incorporated herein by this reference.

B. On the Issuance Date, and on the terms set forth herein, the Bond Issuer has agreed to sell to the Certificate Issuer and the Certificate Issuer has agreed to purchase from the Bond Issuer $232,046,000 in principal amount of CEI Funding LLC Phase-In-Recovery Bonds (the “Bonds”), issued pursuant to the Bond Indenture.

AGREEMENT

NOW, THEREFORE, on the terms and conditions set forth below and for good and valuable, consideration, the receipt and adequacy of which is hereby acknowledged, the Bond Issuer and the Certificate Issuer agree as follows:

1. SALE OF BONDS

(a) Authorization of Bonds.

On or before the Issuance Date, the Bond Issuer shall have caused to be authorized pursuant to the Bond Indenture the issuance of the Bonds in such tranches and principal amounts as set forth in Schedule 1(a) attached hereto and incorporated herein by this reference.

(b) Issuance and Purchase.

On the basis of the representations, warranties and covenants contained in this Agreement and in the Bond Indenture (collectively, the “Bond Purchase Documents”), and subject to the terms and conditions of the Bond Purchase Documents, the Bond Issuer agrees to issue and sell to the Certificate Issuer, and the Certificate Issuer agrees to purchase from the Bond Issuer, the Bonds set forth in Schedule 1(a) hereto. The purchase price of each tranche of Bonds and the aggregate purchase price of all Bonds are set forth in Schedule 1(a) attached hereto consistent with Section 2(a) of the Underwriting Agreement dated as of June 12, 2013, among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the Bond Issuer, OE Funding LLC, TE Funding LLC, and the underwriters named therein.

(c) Delivery

Delivery of, and payment of the purchase price for, the Bonds shall be made by federal wire transfer of immediately available funds as early as possible after 9:00 a.m. (E.S.T.) on the Issuance Date to an account designated by the Bond Issuer not later than the Business Day prior to the Issuance Date.

2. CONDITIONS PRECEDENT

The obligations of the Certificate Issuer to purchase the Bonds under this Agreement are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Bond Issuer contained in this Agreement shall be true and correct in all material respects on the Issuance Date with the same force and effect as if made on and as of the Issuance Date.

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(b) Neither the Bonds nor the Certificates shall have received a lower rating by any Rating Agency than that on which the Bonds or the Certificates, respectively, were marketed.

(c) The Certificate Trustee, on behalf of the Certificate Issuer, shall have received on the Issuance Date an Officer’s Certificate dated the Issuance Date confirming the matters set forth in Sections 2(a) and 2(b) hereto.

(d) The Certificate Trustee, on behalf of the Certificate Issuer, shall have received a copy of the executed Bond Indenture (certified by an Authorized Officer of the Bond Issuer) which shall have been entered into by the Bond Issuer and the Bond Trustee.

(e) The Bond Issuer shall not have failed on or prior to the Issuance Date to perform or comply in any material respect with any of the agreements herein contained and required to be performed or complied with by the Bond Issuer on or prior to the Issuance Date.

3. REPRESENTATIONS AND WARRANTIES

To induce the Certificate Issuer to enter into this Agreement and to purchase the Bonds, the Bond Issuer represents and warrants to the Certificate Issuer on the date of this Agreement that the following statements are true and correct:

(a) The Bond Issuer has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the limited liability company power and authority to carry on its business as described in the Registration Statement on Form S-3 (Registration No. 333-187692) covering the Certificates and the Bonds (the “Registration Statement”) and to own its properties, and is qualified to do business in the State of Ohio.

(b) This Agreement has been duly authorized, executed and delivered by the Bond Issuer.

(c) The Bond Indenture has been duly authorized by the Bond Issuer and, on the Issuance Date, will have been validly executed and delivered by the Bond Issuer. When the Bond Indenture has been duly executed and delivered by the Bond Issuer, the Bond Indenture will be a valid and binding agreement of the Bond Issuer, enforceable against the Bond Issuer in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws relating to or affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. On the Issuance Date, the Bond Indenture will conform in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder.

(d) The Bonds have been duly authorized and, on the Issuance Date, will have been validly executed and delivered by the Bond Issuer. When the Bonds have been issued, executed and authenticated in accordance with the provisions of the Bond Indenture and delivered to and paid for by the Certificate Issuer in accordance with the terms of this Agreement, the Bonds will be entitled to the benefits of the Bond Indenture and will be valid and binding obligations of the Bond Issuer, enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws relating to or affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

(e) No Default or Event of Default under the Bond Indenture would occur as a result of the sale of the Bonds pursuant to the terms hereof.

(f) The execution, delivery and performance of this Agreement and the other Basic Documents by the Bond Issuer, compliance by the Bond Issuer with all provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as has been obtained or may be required under the laws of the State of Ohio, the Statute, the Financing Order, the Securities Act, or the securities or blue sky laws of the various states), (ii) conflict with or constitute a material breach of any of the terms or provisions of, or a default under, the limited liability company agreement of the Bond Issuer, (iii) violate or conflict in any

3

material respect with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Bond Issuer or its property, or (iv) result in the imposition or creation of a lien under any agreement or instrument to which the Bond Issuer is a party or by which the Bond Issuer or its respective property is bound, except as may be created or imposed under the Basic Documents and any Statutory Lien under Section 4928.2312 of the Statute.

(g) To the best knowledge of the Bond Issuer, there are no legal or governmental proceedings pending or threatened to which the Bond Issuer is or reasonably could be a party or to which any of its property is or reasonably could be subject, which might result, singly or in the aggregate, in a material adverse effect on the enforceability of the Bonds.

(h) The Bond Issuer is not and, after giving effect to the offering and sale of the Bonds and the application of the net proceeds thereof as described in the Registration Statement, will not be, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

(i) The Bond Issuer is not and, after giving effect to the offering and sale of the Bonds and the application of the net proceeds thereof as described in the Registration Statement, will not be, a “holding company,” as such term is defined in the Public Utility Holding Company Act of 2005, as amended.

(j) The Bond Issuer has not taken any action that might cause this Agreement or the issuance or sale of the Bonds to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.

(k) Since the date as of which information is given in the Registration Statement and other than as set forth in the Registration Statement (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has not occurred any material adverse change in the assets, business, management or operations of the Bond Issuer and (ii) other than the Bonds and as contemplated by the Basic Documents, the Bond Issuer has not incurred any material liability or obligation, direct or contingent.

4. COVENANTS

The Bond Issuer covenants and agrees that, until payment in full of the Bonds and satisfaction of all other approved Financing Costs, unless the Administrative Trustee, on behalf of the Certificate Issuer, shall otherwise give prior written consent, the Bond Issuer shall perform all covenants in this Section 4.

(a) To advise the Administrative Trustee, as a representative of the Certificate Issuer, and the Certificate Trustee promptly and, if requested by the Administrative Trustee, on behalf of the Certificate Issuer, the Certificate Trustee, confirm such advice in writing, of the issuance by the Commission or any state securities commission of any stop order or an order suspending the qualification or exemption from qualification of any Bond or Certificate for offering or sale in any jurisdiction in which the Certificates have been offered or the initiation of any proceeding by the Commission, any state securities commission or any other federal or state regulatory authority for such purpose. The Bond Issuer shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Bond or Certificate under the Securities Act, or any state securities or blue sky laws and, if at any time the Commission or any state securities commission or other federal or state regulatory authority shall issue a stop order or an order suspending the qualification or exemption of any Bond or Certificate under the Securities Act or any state securities or blue sky laws, the Bond Issuer shall use its reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time.

(b) To the extent permitted by applicable law, not to claim voluntarily the benefit of any usury laws against the holders of any Bonds. To the extent permitted by applicable law, to resist actively any attempts to claim the benefit of any usury laws against the holders of any Bonds.

(c) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Issuance Date and to satisfy all conditions precedent to the delivery of the Bonds.

(d) At the written request of the Administrative Trustee on behalf of the Certificate Issuer, or the Certificate Trustee, to provide, or cause to be provided, to the Administrative Trustee as a representative of the Certificate Issuer, or the Certificate Trustee, as applicable, a copy of any requested certificate, notice, opinion or other document delivered by the Bond Issuer to the Bond Trustee pursuant to the terms of the Bond Indenture.

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5. MISCELLANEOUS

(a) Fees

The Bond Issuer agrees to reimburse the Certificate Issuer, the Certificate Trustee, the Delaware Trustee and their respective officers, directors, employees and agents and each person, if any, who controls the Certificate Issuer, the Certificate Trustee or the Delaware Trustee within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act for any and all fees and expenses (including without limitation the reasonable fees and expenses of counsel) reasonably incurred by them in connection with enforcing their rights under this Agreement (including, without limitation, their respective rights under this Section 5(a)); provided, however, that the Bond Issuer’s obligations pursuant to this Section 5(a) shall be treated as Operating Expenses under the Bond Indenture and shall be payable only to the extent that funds are available for such Operating Expenses in the priority set forth in Section 8.02(e) of the Bond Indenture and shall be subject to the Cap.

(b) Survival of Representations and Agreements

All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the purchase of the Bonds hereunder. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of the Bond Issuer set forth in Section 5(a), except as otherwise expressly provided therein, shall survive the payment of the Bonds and the termination of this Agreement.

(c) Notice

Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Bond Purchase Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid,

if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Certificate Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

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Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Delaware Trustee, to:

U.S. Bank Trust National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Bond Issuer, to:

CEI Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

(d) Parties

Except as otherwise provided herein, this Agreement has been and is made solely for the benefit of the Bond Issuer, the Bond Trustee, the Certificate Issuer, the Certificate Trustee, the Delaware Trustee, the officers, directors, employees and agents of the Certificate Issuer, the Certificate Trustee and the Delaware Trustee, any controlling persons referred to herein, the directors, officers and any manager of the Bond Issuer (not in their individual capacities but in their respective capacities as directors, officers or managers of the Bond Issuer) and their respective successors and assigns, all as and to the extent provided in this Agreement, all of which Persons shall have rights of enforcement with respect hereto, and no other Person shall acquire or have any right under or by virtue of this Agreement, except as contemplated by the Certificate Indenture and the other Basic Documents. The term “successors and assigns” shall not include a purchaser of any of the Bonds from the Certificate Issuer merely because of such purchase.

(e) Governing Law

This Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of Ohio, without regard to its conflict of laws principles.

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(f) Severability

If any provision of this Agreement shall be prohibited or invalid under applicable law, the Agreement shall be ineffective only to such extent, without invalidating the remainder of the Agreement.

(g) Further Assurances

The Bond Issuer agrees to execute and deliver such instruments and take such actions as the Administrative Trustee or Delaware Trustee, on behalf of the Certificate Issuer, or the Certificate Trustee may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

(h) Headings

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

(i) Counterparts

This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.

(j) Limitation of Liability.

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Delaware Trustee, on behalf of the Certificate Issuer, in the exercise of the powers and authority conferred and vested in it, (b) any representations, undertakings and agreements herein made by the Delaware Trustee on behalf of the Certificate Issuer are made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but are made and intended for the purpose of binding only the Certificate Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, except in its capacity as Delaware Trustee, all such liability, if any, being expressly waived by the parties who are signatories to this Agreement and by any Person claiming by, through or under such parties and (d) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expense of the Certificate Issuer or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Certificate Issuer under this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF; the Bond Issuer and the Certificate Issuer have caused this Bond Purchase Agreement to be duly executed by their respective officer or trustee, all as of the day and year first above written.

CEI FUNDING LLC, a Delaware limited liability company
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013, a statutory trust organized under the laws of the State of Delaware
By: U.S. Bank Trust National Association, not in its individual capacity, but solely as Delaware Trustee
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

Signature Page to Bond Purchase Agreement

SCHEDULE 1(a)

BONDS

Tranche of Bonds	Principal Amount ($)		Purchase Price (%)			Underwriting Discounts     and Commissions (%)			Purchase Price($)
A-1	$	72,503,000.00		99.9999	%		0.50	%	$	72,140,412.50
A-2	$	56,383,000.00		99.9954	%		0.50	%	$	56,098,491.38
A-3	$	103,160,000.00		99.9979	%		0.50	%	$	102,642,033.64
Total	$	232,046,000.00							$	230,880,937.52

EX-10.7

EXHIBIT 10.7

Execution Version

OE FUNDING LLC

as Bond Issuer

and

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013,

as Certificate Issuer

BOND PURCHASE AGREEMENT

Dated as of June 20, 2013

BOND PURCHASE AGREEMENT (this “Agreement”) dated as of June 20, 2013, between OE 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.

RECITALS

A. Capitalized terms used herein without definition shall have the meanings ascribed to them in that certain Bond Indenture (the “Bond Indenture”), dated as of June 20, 2013, between Bond Issuer and U.S. Bank National Association, as trustee (the “Bond Trustee”); which is incorporated herein by this reference.

B. On the Issuance Date, and on the terms set forth herein, the Bond Issuer has agreed to sell to the Certificate Issuer and the Certificate Issuer has agreed to purchase from the Bond Issuer $169,504,000 in principal amount of OE Funding LLC Phase-In-Recovery Bonds (the “Bonds”), issued pursuant to the Bond Indenture.

AGREEMENT

NOW, THEREFORE, on the terms and conditions set forth below and for good and valuable, consideration, the receipt and adequacy of which is hereby acknowledged, the Bond Issuer and the Certificate Issuer agree as follows:

1. SALE OF BONDS

(a) Authorization of Bonds.

On or before the Issuance Date, the Bond Issuer shall have caused to be authorized pursuant to the Bond Indenture the issuance of the Bonds in such tranches and principal amounts as set forth in Schedule 1(a) attached hereto and incorporated herein by this reference.

(b) Issuance and Purchase.

On the basis of the representations, warranties and covenants contained in this Agreement and in the Bond Indenture (collectively, the “Bond Purchase Documents”), and subject to the terms and conditions of the Bond Purchase Documents, the Bond Issuer agrees to issue and sell to the Certificate Issuer, and the Certificate Issuer agrees to purchase from the Bond Issuer, the Bonds set forth in Schedule 1(a) hereto. The purchase price of each tranche of Bonds and the aggregate purchase price of all Bonds are set forth in Schedule 1(a) attached hereto consistent with Section 2(a) of the Underwriting Agreement dated as of June 12, 2013, among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the Bond Issuer, CEI Funding LLC, TE Funding LLC, and the underwriters named therein.

(c) Delivery

Delivery of, and payment of the purchase price for, the Bonds shall be made by federal wire transfer of immediately available funds as early as possible after 9:00 a.m. (E.S.T.) on the Issuance Date to an account designated by the Bond Issuer not later than the Business Day prior to the Issuance Date.

2. CONDITIONS PRECEDENT

The obligations of the Certificate Issuer to purchase the Bonds under this Agreement are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Bond Issuer contained in this Agreement shall be true and correct in all material respects on the Issuance Date with the same force and effect as if made on and as of the Issuance Date.

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(b) Neither the Bonds nor the Certificates shall have received a lower rating by any Rating Agency than that on which the Bonds or the Certificates, respectively, were marketed.

(c) The Certificate Trustee, on behalf of the Certificate Issuer, shall have received on the Issuance Date an Officer’s Certificate dated the Issuance Date confirming the matters set forth in Sections 2(a) and 2(b) hereto.

(d) The Certificate Trustee, on behalf of the Certificate Issuer, shall have received a copy of the executed Bond Indenture (certified by an Authorized Officer of the Bond Issuer) which shall have been entered into by the Bond Issuer and the Bond Trustee.

(e) The Bond Issuer shall not have failed on or prior to the Issuance Date to perform or comply in any material respect with any of the agreements herein contained and required to be performed or complied with by the Bond Issuer on or prior to the Issuance Date.

3. REPRESENTATIONS AND WARRANTIES

To induce the Certificate Issuer to enter into this Agreement and to purchase the Bonds, the Bond Issuer represents and warrants to the Certificate Issuer on the date of this Agreement that the following statements are true and correct:

(a) The Bond Issuer has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the limited liability company power and authority to carry on its business as described in the Registration Statement on Form S-3 (Registration No. 333-187692) covering the Certificates and the Bonds (the “Registration Statement”) and to own its properties, and is qualified to do business in the State of Ohio.

(b) This Agreement has been duly authorized, executed and delivered by the Bond Issuer.

(c) The Bond Indenture has been duly authorized by the Bond Issuer and, on the Issuance Date, will have been validly executed and delivered by the Bond Issuer. When the Bond Indenture has been duly executed and delivered by the Bond Issuer, the Bond Indenture will be a valid and binding agreement of the Bond Issuer, enforceable against the Bond Issuer in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws relating to or affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. On the Issuance Date, the Bond Indenture will conform in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder.

(d) The Bonds have been duly authorized and, on the Issuance Date, will have been validly executed and delivered by the Bond Issuer. When the Bonds have been issued, executed and authenticated in accordance with the provisions of the Bond Indenture and delivered to and paid for by the Certificate Issuer in accordance with the terms of this Agreement, the Bonds will be entitled to the benefits of the Bond Indenture and will be valid and binding obligations of the Bond Issuer, enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws relating to or affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

(e) No Default or Event of Default under the Bond Indenture would occur as a result of the sale of the Bonds pursuant to the terms hereof.

(f) The execution, delivery and performance of this Agreement and the other Basic Documents by the Bond Issuer, compliance by the Bond Issuer with all provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as has been obtained or may be required under the laws of the State of Ohio, the Statute, the Financing Order, the Securities Act, or the securities or blue sky laws of the various states), (ii) conflict with or constitute a material breach of any of the terms or provisions of, or a default under, the limited liability company agreement of the Bond Issuer, (iii) violate or conflict in any

3

material respect with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Bond Issuer or its property, or (iv) result in the imposition or creation of a lien under any agreement or instrument to which the Bond Issuer is a party or by which the Bond Issuer or its respective property is bound, except as may be created or imposed under the Basic Documents and any Statutory Lien under Section 4928.2312 of the Statute.

(g) To the best knowledge of the Bond Issuer, there are no legal or governmental proceedings pending or threatened to which the Bond Issuer is or reasonably could be a party or to which any of its property is or reasonably could be subject, which might result, singly or in the aggregate, in a material adverse effect on the enforceability of the Bonds.

(h) The Bond Issuer is not and, after giving effect to the offering and sale of the Bonds and the application of the net proceeds thereof as described in the Registration Statement, will not be, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

(i) The Bond Issuer is not and, after giving effect to the offering and sale of the Bonds and the application of the net proceeds thereof as described in the Registration Statement, will not be, a “holding company,” as such term is defined in the Public Utility Holding Company Act of 2005, as amended.

(j) The Bond Issuer has not taken any action that might cause this Agreement or the issuance or sale of the Bonds to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.

(k) Since the date as of which information is given in the Registration Statement and other than as set forth in the Registration Statement (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has not occurred any material adverse change in the assets, business, management or operations of the Bond Issuer and (ii) other than the Bonds and as contemplated by the Basic Documents, the Bond Issuer has not incurred any material liability or obligation, direct or contingent.

4. COVENANTS

The Bond Issuer covenants and agrees that, until payment in full of the Bonds and satisfaction of all other approved Financing Costs, unless the Administrative Trustee, on behalf of the Certificate Issuer, shall otherwise give prior written consent, the Bond Issuer shall perform all covenants in this Section 4.

(a) To advise the Administrative Trustee, as a representative of the Certificate Issuer, and the Certificate Trustee promptly and, if requested by the Administrative Trustee, on behalf of the Certificate Issuer, the Certificate Trustee, confirm such advice in writing, of the issuance by the Commission or any state securities commission of any stop order or an order suspending the qualification or exemption from qualification of any Bond or Certificate for offering or sale in any jurisdiction in which the Certificates have been offered or the initiation of any proceeding by the Commission, any state securities commission or any other federal or state regulatory authority for such purpose. The Bond Issuer shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Bond or Certificate under the Securities Act, or any state securities or blue sky laws and, if at any time the Commission or any state securities commission or other federal or state regulatory authority shall issue a stop order or an order suspending the qualification or exemption of any Bond or Certificate under the Securities Act or any state securities or blue sky laws, the Bond Issuer shall use its reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time.

(b) To the extent permitted by applicable law, not to claim voluntarily the benefit of any usury laws against the holders of any Bonds. To the extent permitted by applicable law, to resist actively any attempts to claim the benefit of any usury laws against the holders of any Bonds.

(c) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Issuance Date and to satisfy all conditions precedent to the delivery of the Bonds.

(d) At the written request of the Administrative Trustee on behalf of the Certificate Issuer, or the Certificate Trustee, to provide, or cause to be provided, to the Administrative Trustee as a representative of the Certificate Issuer, or the Certificate Trustee, as applicable, a copy of any requested certificate, notice, opinion or other document delivered by the Bond Issuer to the Bond Trustee pursuant to the terms of the Bond Indenture.

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5. MISCELLANEOUS

(a) Fees

The Bond Issuer agrees to reimburse the Certificate Issuer, the Certificate Trustee, the Delaware Trustee and their respective officers, directors, employees and agents and each person, if any, who controls the Certificate Issuer, the Certificate Trustee or the Delaware Trustee within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act for any and all fees and expenses (including without limitation the reasonable fees and expenses of counsel) reasonably incurred by them in connection with enforcing their rights under this Agreement (including, without limitation, their respective rights under this Section 5(a)); provided, however, that the Bond Issuer’s obligations pursuant to this Section 5(a) shall be treated as Operating Expenses under the Bond Indenture and shall be payable only to the extent that funds are available for such Operating Expenses in the priority set forth in Section 8.02(e) of the Bond Indenture and shall be subject to the Cap.

(b) Survival of Representations and Agreements

All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the purchase of the Bonds hereunder. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of the Bond Issuer set forth in Section 5(a), except as otherwise expressly provided therein, shall survive the payment of the Bonds and the termination of this Agreement.

(c) Notice

Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Bond Purchase Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid,

if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Certificate Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

5

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Delaware Trustee, to:

U.S. Bank Trust National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Bond Issuer, to:

OE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

(d) Parties

Except as otherwise provided herein, this Agreement has been and is made solely for the benefit of the Bond Issuer, the Bond Trustee, the Certificate Issuer, the Certificate Trustee, the Delaware Trustee, the officers, directors, employees and agents of the Certificate Issuer, the Certificate Trustee and the Delaware Trustee, any controlling persons referred to herein, the directors, officers and any manager of the Bond Issuer (not in their individual capacities but in their respective capacities as directors, officers or managers of the Bond Issuer) and their respective successors and assigns, all as and to the extent provided in this Agreement, all of which Persons shall have rights of enforcement with respect hereto, and no other Person shall acquire or have any right under or by virtue of this Agreement, except as contemplated by the Certificate Indenture and the other Basic Documents. The term “successors and assigns” shall not include a purchaser of any of the Bonds from the Certificate Issuer merely because of such purchase.

(e) Governing Law

This Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of Ohio, without regard to its conflict of laws principles.

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(f) Severability

If any provision of this Agreement shall be prohibited or invalid under applicable law, the Agreement shall be ineffective only to such extent, without invalidating the remainder of the Agreement.

(g) Further Assurances

The Bond Issuer agrees to execute and deliver such instruments and take such actions as the Administrative Trustee or Delaware Trustee, on behalf of the Certificate Issuer, or the Certificate Trustee may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

(h) Headings

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

(i) Counterparts

This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.

(j) Limitation of Liability.

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Delaware Trustee, on behalf of the Certificate Issuer, in the exercise of the powers and authority conferred and vested in it, (b) any representations, undertakings and agreements herein made by the Delaware Trustee on behalf of the Certificate Issuer are made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but are made and intended for the purpose of binding only the Certificate Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, except in its capacity as Delaware Trustee, all such liability, if any, being expressly waived by the parties who are signatories to this Agreement and by any Person claiming by, through or under such parties and (d) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expense of the Certificate Issuer or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Certificate Issuer under this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF; the Bond Issuer and the Certificate Issuer have caused this Bond Purchase Agreement to be duly executed by their respective officer or trustee, all as of the day and year first above written.

OE FUNDING LLC, a Delaware limited liability company
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013, a statutory trust organized under the laws of the State of Delaware
By: U.S. Bank Trust National Association, not in its individual capacity, but solely as Delaware Trustee
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

Signature Page to Bond Purchase Agreement

SCHEDULE 1(a)

BONDS

Tranche of Bonds	Principal Amount ($)		Purchase Price (%)	Underwriting Discounts        and Commissions (%)	Purchase Price ($)
A-1	$	35,690,000.00	99.9999%	0.50%	$	35,511,514.31
A-2	$	10,202,000.00	99.9954%	0.50%	$	10,150,520.71
A-3	$	123,612,000.00	99.9979%	0.50%	$	122,991,344.15
Total	$	169,504,000.00			$	168,653,379.17

EX-10.8

EXHIBIT 10.8

Execution Version

TE FUNDING LLC,

as Bond Issuer

and

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013,

as Certificate Issuer

BOND PURCHASE AGREEMENT

Dated as of June 20, 2013

BOND PURCHASE AGREEMENT (this “Agreement”) dated as of June 20, 2013, between 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.

RECITALS

A. Capitalized terms used herein without definition shall have the meanings ascribed to them in that certain Bond Indenture (the “Bond Indenture”), dated as of June 20, 2013, between Bond Issuer and U.S. Bank National Association, as trustee (the “Bond Trustee”); which is incorporated herein by this reference.

B. On the Issuance Date, and on the terms set forth herein, the Bond Issuer has agreed to sell to the Certificate Issuer and the Certificate Issuer has agreed to purchase from the Bond Issuer $43,372,000 in principal amount of TE Funding LLC Phase-In-Recovery Bonds (the “Bonds”), issued pursuant to the Bond Indenture.

AGREEMENT

NOW, THEREFORE, on the terms and conditions set forth below and for good and valuable, consideration, the receipt and adequacy of which is hereby acknowledged, the Bond Issuer and the Certificate Issuer agree as follows:

1. SALE OF BONDS

(a) Authorization of Bonds.

On or before the Issuance Date, the Bond Issuer shall have caused to be authorized pursuant to the Bond Indenture the issuance of the Bonds in such tranches and principal amounts as set forth in Schedule 1(a) attached hereto and incorporated herein by this reference.

(b) Issuance and Purchase.

On the basis of the representations, warranties and covenants contained in this Agreement and in the Bond Indenture (collectively, the “Bond Purchase Documents”), and subject to the terms and conditions of the Bond Purchase Documents, the Bond Issuer agrees to issue and sell to the Certificate Issuer, and the Certificate Issuer agrees to purchase from the Bond Issuer, the Bonds set forth in Schedule 1(a) hereto. The purchase price of each tranche of Bonds and the aggregate purchase price of all Bonds are set forth in Schedule 1(a) attached hereto consistent with Section 2(a) of the Underwriting Agreement dated as of June 12, 2013, among The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, the Bond Issuer, OE Funding LLC, TE Funding LLC, and the underwriters named therein.

(c) Delivery

Delivery of, and payment of the purchase price for, the Bonds shall be made by federal wire transfer of immediately available funds as early as possible after 9:00 a.m. (E.S.T.) on the Issuance Date to an account designated by the Bond Issuer not later than the Business Day prior to the Issuance Date.

2. CONDITIONS PRECEDENT

The obligations of the Certificate Issuer to purchase the Bonds under this Agreement are subject to the satisfaction of each of the following conditions:

(a) All the representations and warranties of the Bond Issuer contained in this Agreement shall be true and correct in all material respects on the Issuance Date with the same force and effect as if made on and as of the Issuance Date.

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(b) Neither the Bonds nor the Certificates shall have received a lower rating by any Rating Agency than that on which the Bonds or the Certificates, respectively, were marketed.

(c) The Certificate Trustee, on behalf of the Certificate Issuer, shall have received on the Issuance Date an Officer’s Certificate dated the Issuance Date confirming the matters set forth in Sections 2(a) and 2(b) hereto.

(d) The Certificate Trustee, on behalf of the Certificate Issuer, shall have received a copy of the executed Bond Indenture (certified by an Authorized Officer of the Bond Issuer) which shall have been entered into by the Bond Issuer and the Bond Trustee.

(e) The Bond Issuer shall not have failed on or prior to the Issuance Date to perform or comply in any material respect with any of the agreements herein contained and required to be performed or complied with by the Bond Issuer on or prior to the Issuance Date.

3. REPRESENTATIONS AND WARRANTIES

To induce the Certificate Issuer to enter into this Agreement and to purchase the Bonds, the Bond Issuer represents and warrants to the Certificate Issuer on the date of this Agreement that the following statements are true and correct:

(a) The Bond Issuer has been duly formed and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the limited liability company power and authority to carry on its business as described in the Registration Statement on Form S-3 (Registration No. 333-187692) covering the Certificates and the Bonds (the “Registration Statement”) and to own its properties, and is qualified to do business in the State of Ohio.

(b) This Agreement has been duly authorized, executed and delivered by the Bond Issuer.

(c) The Bond Indenture has been duly authorized by the Bond Issuer and, on the Issuance Date, will have been validly executed and delivered by the Bond Issuer. When the Bond Indenture has been duly executed and delivered by the Bond Issuer, the Bond Indenture will be a valid and binding agreement of the Bond Issuer, enforceable against the Bond Issuer in accordance with its terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws relating to or affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. On the Issuance Date, the Bond Indenture will conform in all material respects to the requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable to an indenture which is qualified thereunder.

(d) The Bonds have been duly authorized and, on the Issuance Date, will have been validly executed and delivered by the Bond Issuer. When the Bonds have been issued, executed and authenticated in accordance with the provisions of the Bond Indenture and delivered to and paid for by the Certificate Issuer in accordance with the terms of this Agreement, the Bonds will be entitled to the benefits of the Bond Indenture and will be valid and binding obligations of the Bond Issuer, enforceable in accordance with their terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws relating to or affecting creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

(e) No Default or Event of Default under the Bond Indenture would occur as a result of the sale of the Bonds pursuant to the terms hereof.

(f) The execution, delivery and performance of this Agreement and the other Basic Documents by the Bond Issuer, compliance by the Bond Issuer with all provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby will not (i) require any consent, approval, authorization or other order of, or qualification with, any court or governmental body or agency (except such as has been obtained or may be required under the laws of the State of Ohio, the Statute, the Financing Order, the Securities Act, or the securities or blue sky laws of the various states), (ii) conflict with or constitute a material breach of any of the terms or provisions of, or a default under, the limited liability company agreement of the Bond Issuer, (iii) violate or conflict in any

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material respect with any applicable law or any rule, regulation, judgment, order or decree of any court or any governmental body or agency having jurisdiction over the Bond Issuer or its property, or (iv) result in the imposition or creation of a lien under any agreement or instrument to which the Bond Issuer is a party or by which the Bond Issuer or its respective property is bound, except as may be created or imposed under the Basic Documents and any Statutory Lien under Section 4928.2312 of the Statute.

(g) To the best knowledge of the Bond Issuer, there are no legal or governmental proceedings pending or threatened to which the Bond Issuer is or reasonably could be a party or to which any of its property is or reasonably could be subject, which might result, singly or in the aggregate, in a material adverse effect on the enforceability of the Bonds.

(h) The Bond Issuer is not and, after giving effect to the offering and sale of the Bonds and the application of the net proceeds thereof as described in the Registration Statement, will not be, an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.

(i) The Bond Issuer is not and, after giving effect to the offering and sale of the Bonds and the application of the net proceeds thereof as described in the Registration Statement, will not be, a “holding company,” as such term is defined in the Public Utility Holding Company Act of 2005, as amended.

(j) The Bond Issuer has not taken any action that might cause this Agreement or the issuance or sale of the Bonds to violate Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part 221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the Federal Reserve System.

(k) Since the date as of which information is given in the Registration Statement and other than as set forth in the Registration Statement (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has not occurred any material adverse change in the assets, business, management or operations of the Bond Issuer and (ii) other than the Bonds and as contemplated by the Basic Documents, the Bond Issuer has not incurred any material liability or obligation, direct or contingent.

4. COVENANTS

The Bond Issuer covenants and agrees that, until payment in full of the Bonds and satisfaction of all other approved Financing Costs, unless the Administrative Trustee, on behalf of the Certificate Issuer, shall otherwise give prior written consent, the Bond Issuer shall perform all covenants in this Section 4.

(a) To advise the Administrative Trustee, as a representative of the Certificate Issuer, and the Certificate Trustee promptly and, if requested by the Administrative Trustee, on behalf of the Certificate Issuer, the Certificate Trustee, confirm such advice in writing, of the issuance by the Commission or any state securities commission of any stop order or an order suspending the qualification or exemption from qualification of any Bond or Certificate for offering or sale in any jurisdiction in which the Certificates have been offered or the initiation of any proceeding by the Commission, any state securities commission or any other federal or state regulatory authority for such purpose. The Bond Issuer shall use its best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption of any Bond or Certificate under the Securities Act, or any state securities or blue sky laws and, if at any time the Commission or any state securities commission or other federal or state regulatory authority shall issue a stop order or an order suspending the qualification or exemption of any Bond or Certificate under the Securities Act or any state securities or blue sky laws, the Bond Issuer shall use its reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time.

(b) To the extent permitted by applicable law, not to claim voluntarily the benefit of any usury laws against the holders of any Bonds. To the extent permitted by applicable law, to resist actively any attempts to claim the benefit of any usury laws against the holders of any Bonds.

(c) To use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by it prior to the Issuance Date and to satisfy all conditions precedent to the delivery of the Bonds.

(d) At the written request of the Administrative Trustee on behalf of the Certificate Issuer, or the Certificate Trustee, to provide, or cause to be provided, to the Administrative Trustee as a representative of the Certificate Issuer, or the Certificate Trustee, as applicable, a copy of any requested certificate, notice, opinion or other document delivered by the Bond Issuer to the Bond Trustee pursuant to the terms of the Bond Indenture.

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5. MISCELLANEOUS

(a) Fees

The Bond Issuer agrees to reimburse the Certificate Issuer, the Certificate Trustee, the Delaware Trustee and their respective officers, directors, employees and agents and each person, if any, who controls the Certificate Issuer, the Certificate Trustee or the Delaware Trustee within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act for any and all fees and expenses (including without limitation the reasonable fees and expenses of counsel) reasonably incurred by them in connection with enforcing their rights under this Agreement (including, without limitation, their respective rights under this Section 5(a)); provided, however, that the Bond Issuer’s obligations pursuant to this Section 5(a) shall be treated as Operating Expenses under the Bond Indenture and shall be payable only to the extent that funds are available for such Operating Expenses in the priority set forth in Section 8.02(e) of the Bond Indenture and shall be subject to the Cap.

(b) Survival of Representations and Agreements

All agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the purchase of the Bonds hereunder. Notwithstanding anything in this Agreement or implied by law to the contrary, the agreements of the Bond Issuer set forth in Section 5(a), except as otherwise expressly provided therein, shall survive the payment of the Bonds and the termination of this Agreement.

(c) Notice

Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Bond Purchase Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid,

if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Certificate Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

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Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Delaware Trustee, to:

U.S. Bank Trust National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

if to the Bond Issuer, to:

TE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

(d) Parties

Except as otherwise provided herein, this Agreement has been and is made solely for the benefit of the Bond Issuer, the Bond Trustee, the Certificate Issuer, the Certificate Trustee, the Delaware Trustee, the officers, directors, employees and agents of the Certificate Issuer, the Certificate Trustee and the Delaware Trustee, any controlling persons referred to herein, the directors, officers and any manager of the Bond Issuer (not in their individual capacities but in their respective capacities as directors, officers or managers of the Bond Issuer) and their respective successors and assigns, all as and to the extent provided in this Agreement, all of which Persons shall have rights of enforcement with respect hereto, and no other Person shall acquire or have any right under or by virtue of this Agreement, except as contemplated by the Certificate Indenture and the other Basic Documents. The term “successors and assigns” shall not include a purchaser of any of the Bonds from the Certificate Issuer merely because of such purchase.

(e) Governing Law

This Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of Ohio, without regard to its conflict of laws principles.

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(f) Severability

If any provision of this Agreement shall be prohibited or invalid under applicable law, the Agreement shall be ineffective only to such extent, without invalidating the remainder of the Agreement.

(g) Further Assurances

The Bond Issuer agrees to execute and deliver such instruments and take such actions as the Administrative Trustee or Delaware Trustee, on behalf of the Certificate Issuer, or the Certificate Trustee may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement.

(h) Headings

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

(i) Counterparts

This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.

(j) Limitation of Liability.

It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by U.S. Bank Trust National Association, not individually or personally but solely as Delaware Trustee, on behalf of the Certificate Issuer, in the exercise of the powers and authority conferred and vested in it, (b) any representations, undertakings and agreements herein made by the Delaware Trustee on behalf of the Certificate Issuer are made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association but are made and intended for the purpose of binding only the Certificate Issuer, (c) nothing herein contained shall be construed as creating any liability on U.S. Bank Trust National Association, individually or personally, to perform any covenant either expressed or implied contained herein, except in its capacity as Delaware Trustee, all such liability, if any, being expressly waived by the parties who are signatories to this Agreement and by any Person claiming by, through or under such parties and (d) under no circumstances shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expense of the Certificate Issuer or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Certificate Issuer under this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF; the Bond Issuer and the Certificate Issuer have caused this Bond Purchase Agreement to be duly executed by their respective officer or trustee, all as of the day and year first above written.

TE FUNDING LLC, a Delaware limited liability company
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

FIRSTENERGY OHIO PIRB SPECIAL PURPOSE TRUST 2013, a statutory trust organized under the laws of the State of Delaware By: U.S. Bank Trust National Association, not in its individual capacity, but solely as Delaware Trustee
By:	/s/ Melissa Rosal
Name:	Melissa Rosal
Title:	Vice President

Signature Page to Bond Purchase Agreement

SCHEDULE 1(a)

BONDS

Tranche of Bonds	Principal Amount ($)		Purchase Price (%)	Underwriting Discounts        and Commissions (%)	Purchase Price
A-1	$	3,778,000.00	99.9999%	0.50%	$	3,759,106.22
A-2	$	3,883,000.00	99.9954%	0.50%	$	3,863,406.38
A-3	$	35,711,000.00	99.9979%	0.50%	$	35,531,695.07
Total	$	43,372,000.00			$	43,154,207.67

EX-10.9

EXHIBIT 10.9

Execution Version

PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT

between

CEI FUNDING LLC

as Bond Issuer

and

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

as Seller

Dated as of June 20, 2013

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		4
ARTICLE II. CONVEYANCE OF PHASE-IN-RECOVERY PROPERTY			4
Section 2.01.	Conveyance of Phase-In-Recovery Property		4
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER			4
Section 3.01.	Organization and Good Standing		4
Section 3.02.	Due Qualification		4
Section 3.03.	Power and Authority		5
Section 3.04.	Binding Obligation		5
Section 3.05.	No Violation		5
Section 3.06.	No Proceedings		5
Section 3.07.	Approvals		5
Section 3.08.	The Phase-In-Recovery Property		5
Section 3.09.	Limitations on Representations and Warranties		7
ARTICLE IV. COVENANTS OF THE SELLER			7
Section 4.01.	Corporate Existence		7
Section 4.02.	No Liens		7
Section 4.03.	Delivery of Collections		7
Section 4.04.	Notice of Liens		7
Section 4.05.	Compliance with Law		7
Section 4.06.	Covenants Related to Bonds and Phase-In-Recovery Property		7
Section 4.07.	Protection of Title		8
Section 4.08.	Nonpetition Covenant		8
Section 4.09.	Taxes		9
Section 4.10.	Additional Sales of Phase-In-Recovery Property		9
Section 4.11.	Issuance Advice Letter		9
ARTICLE V. THE SELLER			9
Section 5.01.	Liability of Seller; Indemnities		9
Section 5.02.	Merger or Consolidation of, or Assumption of the Obligations of, Seller		11
Section 5.03.	Limitation on Liability of Seller and Others		11
ARTICLE VI. MISCELLANEOUS PROVISIONS			11
Section 6.01.	Amendment		11
Section 6.02.	Notices		11
Section 6.03.	Assignment		13
Section 6.04.	Limitations on Rights of Third Parties		13
Section 6.05.	Severability		13
Section 6.06.	Separate Counterparts		13
Section 6.07.	Headings		14
Section 6.08.	Governing Law		14
Section 6.09.	Collateral Assignment to Bond Trustee		14
Section 6.10.	Rule 17g-5 Compliance		14

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This PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT, dated as of June 20, 2013 is between CEI Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and The Cleveland Electric Illuminating Company, an Ohio corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

RECITALS

WHEREAS, the Bond Issuer desires to purchase the Phase-In-Recovery Property (as defined herein) created pursuant to the Statute and the Financing Order (each as defined herein); and

WHEREAS, the Seller is willing to sell the Phase-In-Recovery Property to the Bond Issuer.

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

ARTICLE I. DEFINITIONS

Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Administration Agreement” means the Administration Agreement dated as of June 20, 2013 between The Cleveland Electric Illuminating Company, as Administrator, and the Bond Issuer, as amended and supplemented from time to time.

“Agreement” means this Phase-In-Recovery Property Purchase and Sale Agreement, as amended and supplemented from time to time.

“Back-Up Security Interest” has the meaning specified in Section 2.01.

“Basic Documents” means, collectively, this Agreement, the Bond Indenture, the Declaration of Trust, the Certificate Indenture, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Underwriting Agreement, the Fee and Indemnity Agreement and the Cross-Indemnity Agreement.

“Bonds” means the CEI Funding LLC Bonds issued under the Bond Indenture.

“Bondholder” or “Holder” means the Person in whose name a Bond is registered on the Bond Register.

“Bond Indenture” means the Bond Indenture dated as of June 20, 2013, between the Bond Issuer and the Bond Trustee, as amended and supplemented from time to time.

“Bond Issuer” has the meaning set forth in the preamble of this Agreement.

“Bond Purchase Agreement” means the Bond Purchase Agreement dated as of June 20, 2013 between the Bond Issuer and the Trust, as amended and supplemented from time to time.

“Bond Register” has the meaning specified in Section 2.05 of the Bond Indenture.

“Bond Trustee” means the Person acting as trustee under the Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Certificates” means the FirstEnergy Ohio PIRB Special Purpose Trust 2013 Pass-Through Certificates issued under the Certificate Indenture.

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“Certificateholders” has the meaning specified in Section 1.01(a) of the Certificate Indenture.

“Certificate Indenture” means the Certificate Indenture dated as of June 20, 2013, between the Certificate Issuer and the Certificate Trustee, as amended and supplemented from time to time.

“Certificate Trustee” means the Person acting as trustee under the Certificate Indenture.

“Closing Date” means June 20, 2013.

“Collateral” has the meaning specified in the Granting Clause of the Bond Indenture.

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

“Corporate Trust Office” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Cross-Indemnity Agreement” means the Cross Indemnity Agreement dated as of June 20, 2013 between the Bond Issuer, OE Funding LLC and TE Funding LLC, as amended and supplemented from time to time.

“Customers” means all classes of retail users of the Seller’s distribution system within its geographic service territory as in effect on June 20, 2013.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC, TE Funding LLC and the Delaware Trustee, as may be further amended and supplemented from time to time.

“Delaware Trustee” means the Person acting as trustee under the Declaration of Trust.

“Fee and Indemnity Agreement” means the fee and indemnity agreement dated as of June 20, 2013 between the Bond Issuer, the Delaware Trustee, the Certificate Trustee, the Trust, OE Funding LLC and TE Funding LLC.

“Financing Costs” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Financing Order” means the order of PUCO in Case No. 12-1465-EL-ATS issued on October 10, 2012, as amended by the Entry on Rehearing issued on December 19, 2012, and the Entry Nunc Pro Tunc issued on January 9, 2013.

“Fitch” means Fitch Ratings or its successor.

“Grant” means mortgage, pledge, collaterally assign and grant a lien upon and a security interest in. A Grant of any agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting Person thereunder, the immediate and continuing right to claim for, collect, receive and give receipts for payments in respect of and all other monies 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 Person or otherwise, and generally to do and receive anything that the Granting Person is or may be entitled to do or receive thereunder with respect thereto.

“Indemnified Person” has the meaning specified in Section 5.01(h).

“Issuance Advice Letter” means the initial Issuance Advice Letter, dated June 13, 2013, filed with PUCO by the Seller pursuant to the Financing Order.

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

“Losses” has the meaning specified in Section 5.01(e).

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

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“Officer’s Certificate” means a certificate signed by the chairman of the board, the chief executive officer, the president, the chief financial officer, any vice president, the treasurer, any assistant treasurer, the clerk, any assistant clerk, the controller or the director of corporate finance and cash management of the Seller.

“Operating Expense” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Opinion of Counsel” means one or more written opinions of counsel who may be an employee of or counsel to the party providing such opinion of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion of counsel.

“Outstanding Amount” has the meaning specified in Section 1.01(a) of the Bond Indenture.

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

“Phase-In-Costs” has the meaning specified in Section 4928.23(J) of the Statute and the final Financing Order.

“Phase-In-Recovery Charge” means the Seller’s Phase-In-Recovery Charge designated pursuant to the Financing Order, as the same may be adjusted from time to time as provided in the Financing Order.

“Phase-In-Recovery Charge Collections” has the meaning specified in Section 1.01 of the Servicing Agreement.

“Phase-In-Recovery Property” means the phase-in-recovery property that is created simultaneous with the sale of such property by the Seller to the Bond Issuer and continues to exist pursuant to and in accordance with paragraph VI.A(6) of the Financing Order and Sections 4928.232, 4928.234 and 4928.2312 of the Statute.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“PUCO Regulations” has the meaning specified in Section 1.01 of the Servicing Agreement.

“Rating Agencies” means, collectively, S&P, Moody’s and Fitch.

“Seller” has the meaning set forth in the preamble of this Agreement.

“Servicer Default” means an event specified in Section 7.01 of the Servicing Agreement.

“Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 between The Cleveland Electric Illuminating Company, as Servicer, and the Bond Issuer, as amended and supplemented from time to time.

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

“Statute” means O.R.C. Sections 4928.23 through 4928.2318.

“Statutory Lien” means the lien on the Phase-In-Recovery Property created by Section 4928.2312 of the Statute and the final Financing Order.

“Trust” or “Certificate Issuer” means FirstEnergy Ohio PIRB Special Purpose Trust 2013, a Delaware statutory trust.

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

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“Underwriting Agreement” means the Underwriting Agreement dated as of June 12, 2013 among the Trust, the Bond Issuer, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, OE Funding LLC, TE Funding LLC and the underwriters named therein.

Section 1.02. Other Definitional Provisions.

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

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

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

ARTICLE II. CONVEYANCE OF PHASE-IN-RECOVERY PROPERTY

Section 2.01. Conveyance of Phase-In-Recovery Property. In consideration of the Bond Issuer’s delivery to or upon the order of the Seller of $230,880,937.52 (such amount net of underwriting discounts), the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Bond Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Phase-In-Recovery Property (such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 4928.2313 of the Statute, shall be treated as an absolute transfer and true sale of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or secured transaction relating to, or other financing of, the Phase-In-Recovery Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 4928.2313 of the Statute, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Phase-In-Recovery Property and, without prejudice to its position that it has absolutely transferred all of its right, title and interest in and to the Phase-In-Recovery Property to the Bond Issuer, the Seller hereby Grants to the Bond Issuer a security interest in the Phase-In-Recovery Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Bond Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). A UCC-1 financing statement will be filed in order to perfect the Back-Up Security Interest. Such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Phase-In-Recovery Property.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to Section 3.09 hereof, the Seller makes the following representations and warranties, as of the Closing Date, on which the Bond Issuer has relied in acquiring the Phase-In-Recovery Property.

Section 3.01. Organization and Good Standing. The Seller is duly organized and validly existing as a corporation in good standing under the laws of the State of Ohio, with the requisite corporate power and authority to own its properties as such properties are currently owned and to conduct its business as such business is now conducted by it, and has the requisite corporate power and authority to own the Phase-In-Recovery Property.

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

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

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

Section 3.05. No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not: (i) conflict with or result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or code of regulations of the Seller, or any material indenture, agreement or other instrument to which the Seller is a party or by which it is bound; (ii) result in the creation or imposition of any Lien upon any of the Seller’s properties pursuant to the terms of any such indenture, agreement or other instrument (other than any Lien that may be Granted under the Basic Documents or the Statutory Lien); or (iii) violate any existing law or any existing order, rule or regulation applicable to the Seller of any federal or state court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties.

Section 3.06. No Proceedings. There are no proceedings or investigations pending and, to the Seller’s knowledge, there are no proceedings or investigations threatened, before any federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties involving or relating to the Seller or the Bond Issuer or, to the Seller’s knowledge, any other Person: (i) asserting the invalidity of this Agreement, the Statute or the Financing Order, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic Documents, the Bonds or the Certificates, or the validity of the Statute or the Financing Order or (iv) seeking to adversely affect the federal or state income tax classification of the Bonds [or the Certificates] as debt.

Section 3.07. Approvals. No approval, authorization, consent, order or other action of, or filing with, any federal or state court, regulatory body, administrative agency or other governmental instrumentality is required in connection with the execution and delivery by the Seller of this Agreement, the performance by the Seller of the transactions contemplated hereby or the fulfillment by the Seller of the terms hereof, except those that have been obtained or made and those that the Seller, in its capacity as Servicer under the Servicing Agreement, is required to make in the future pursuant to the Servicing Agreement.

Section 3.08. The Phase-In-Recovery Property.

(a) Title. It is the intention of the parties hereto that the transfer and assignment herein contemplated constitute a sale of the Phase-In-Recovery Property from the Seller to the Bond Issuer and that no interest in, or title to, the Phase-In-Recovery Property shall be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No portion of the Phase-In-Recovery Property has been sold, transferred, assigned or pledged by the Seller to any Person other than the Bond Issuer. On the Closing Date, immediately upon the sale hereunder, the Seller has transferred, sold and conveyed the Phase-In-Recovery Property to the Bond Issuer, free and clear of all Liens, except for the Statutory Lien and any Lien that may be Granted under the Basic Documents, and pursuant to Section 4928.2313 of the Statute such transfer shall be treated as an absolute transfer of all of the Seller’s right, title and interest (as in a true sale), and not as a pledge or other financing of, the Phase-In-Recovery Property.

(b) Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the Phase-In-Recovery Property has been validly transferred and sold to the Bond Issuer, the Bond Issuer shall own all such Phase-In-Recovery Property free and clear of all Liens (except for the Statutory Lien and any Lien that may be Granted under

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the Basic Documents) and all filings to be made by the Seller (including filings with the PUCO under the Statute) necessary in any jurisdiction to give the Bond Issuer a valid, perfected ownership interest (subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents) in, and for the Grant by the Bond Issuer to the Bond Trustee of a valid, first priority perfected security interest (except for the Statutory Lien and any Lien that may be Granted under the Basic Documents) in, the Phase-In-Recovery Property have been made. No further action is required to maintain such ownership interest or the Bond Trustee’s perfected security interest (in each case, subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents). Filings have also been made to the extent required in any jurisdiction to perfect the Back-Up Security Interest Granted by the Seller to the Bond Issuer (subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents).

(c) Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State of Ohio and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Property has been created is in full force and effect; (ii) the Bondholders are entitled to the protections of the Statute, and the Financing Order is not revocable by the PUCO; (iii) the State of Ohio may not take or permit any action that impairs the value of the Phase-In-Recovery Property or revise the Phase-In-Costs for which recovery is authorized under the Financing Order or, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statute, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the rights of the Bondholders, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in full; (iv) the PUCO may not, either by rescinding, altering or amending the Financing Order, in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge or impair the Phase-In-Recovery Property or the collection or recovery of the Phase-In-Costs, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in full; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Property, except those that have been obtained or made and are in full force and effect.

(d) Assumptions. On the Closing Date, based upon the information available to the Seller on the Closing Date, the assumptions used in calculating the initial Phase-In-Recovery Charge are reasonable and are made in good faith. Notwithstanding the foregoing, the Seller makes no representation or warranty that the assumptions used in calculating such Phase-In-Recovery Charge will in fact be realized.

(e) Creation of Phase-In-Recovery Property. Upon the sale by the Seller to the Bond Issuer of all of its right, title and interest in the Phase-In-Recovery Property (i) there will arise and constitute an existing present property right and interest in such Phase-In-Recovery Property which shall continue to exist until such time as the Bonds, together with interest thereon, and all other approved Financing Costs are paid in full; (ii) the creation of the Seller’s Phase-In-Recovery Property is confirmed and is simultaneous with the sale by the Seller to the Bond Issuer of such Phase-In-Recovery Property; (iii) the Phase-In-Recovery Property includes the right, title and interest in and to all revenues, collections, claims, payments, money, or proceeds of or arising from the Phase-In-Recovery Charge, as adjusted from time to time pursuant to the Financing Order, and all rights to obtain adjustments to the Phase-In-Recovery Charge pursuant to the Financing Order; and (iv) the owner of the Phase-In-Recovery Property is legally entitled to collect payments in respect of the Phase-In-Recovery Charge in the aggregate sufficient, subject to the Cap to the extent applicable, to pay the interest on and principal of the Bonds, to pay the fees and expenses incurred by or allocable to the Bond Issuer in connection with servicing the Bonds and an allocable portion of the Certificates, and to replenish the Capital Subaccount to the Required Capital Level until the Bonds, together with interest thereon, and all other approved Financing Costs are paid in full. Notwithstanding the foregoing, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates.

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(f) Prospectus. As of the date hereof, the information describing the Seller in “The Sponsors, Sellers, Initial Servicers and Depositors” section of the prospectus dated June 12, 2013 offering the Bonds, the bonds issued by OE Funding LLC and TE Funding LLC and the Certificates is correct in all material respects.

Section 3.09. Limitations on Representations and Warranties. Without prejudice to any of the other rights of the parties, the Seller will not be in breach of any representation or warranty as a result of a change in law by means of a legislative enactment, constitutional amendment or voter initiative or referendum. Notwithstanding anything to the contrary in this Agreement, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates or that the assumptions used in calculating the Phase-In-Recovery Charge will in fact be realized nor shall the Seller be obligated to reduce, or accept a reduction of, any rates or charges to which it would otherwise be entitled in respect of services rendered or to be rendered to Customers in order to permit the payment of the Phase-In-Recovery Charge.

ARTICLE IV. COVENANTS OF THE SELLER

Section 4.01. Corporate Existence. So long as any of the Bonds are outstanding, except as provided under Section 5.02, the Seller (a) will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its organization and (b) will obtain and preserve its qualification to do business, in each case to the extent that in each such jurisdiction such existence or qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Basic Documents to which the Seller is a party and each other instrument or agreement to which the Seller is a party necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby.

Section 4.02. No Liens. Except for the conveyances hereunder or the Statutory Lien or the Back-Up Security Interest, the Seller will not sell, pledge, assign or transfer, or Grant, create, or incur any Lien on, any of the Phase-In-Recovery Property, or any interest therein, and the Seller shall defend the right, title and interest of the Bond Issuer and the Bond Trustee in, to and under the Phase-In-Recovery Property against all claims of third parties claiming through or under the Seller. The Cleveland Electric Illuminating Company, in its capacity as Seller, will not at any time assert any Lien against, or with respect to, any of the Phase-In-Recovery Property.

Section 4.03. Delivery of Collections. If the Seller receives any payments in respect of the Phase-In-Recovery Charge or the proceeds thereof when it is not acting as the Servicer, the Seller agrees to pay to the Servicer all payments received by it in respect thereof as soon as practicable after receipt thereof by it.

Section 4.04. Notice of Liens. The Seller shall notify the Bond Issuer and the Bond Trustee promptly after becoming aware of any Lien Granted on any of the Phase-In-Recovery Property, other than the conveyances hereunder, any Lien under the Basic Documents or the Statutory Lien or for the benefit of the Bond Issuer.

Section 4.05. Compliance with Law. The Seller hereby agrees to comply with its organizational and governing documents and all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to it, except to the extent that failure to so comply would not adversely affect the Bond Issuer’s or the Bond Trustee’s interests in the Phase-In-Recovery Property or under any of the other Basic Documents to which the Seller is party or the Seller’s performance of its obligations hereunder or under any of the other Basic Documents to which it is party.

Section 4.06. Covenants Related to Bonds and Phase-In-Recovery Property.

(a) So long as any of the Bonds are outstanding, the Seller shall treat the Bonds as debt of the Bond Issuer and not of the Seller, except for financial accounting or tax reporting purposes.

(b) So long as any of the Bonds are outstanding, the Seller shall indicate in its financial statements that it is not the owner of the Phase-In-Recovery Property and shall disclose the effects of all transactions between the Seller and the Bond Issuer in accordance with generally accepted accounting principles.

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(c) So long as any of the Bonds or Certificates are outstanding, the Seller shall not own or purchase any Bonds or Certificates.

(d) The Seller agrees that, upon the transfer and sale by the Seller of the Phase-In-Recovery Property to the Bond Issuer pursuant to this Agreement, (i) to the fullest extent permitted by law, including applicable PUCO Regulations, the Bond Issuer shall have all of the rights originally held by the Seller with respect to the Phase-In-Recovery Property, including the right (subject to the terms of the Servicing Agreement) to exercise any and all rights and remedies to collect any amounts payable by any Customer in respect of the Phase-In-Recovery Property, notwithstanding any objection or direction to the contrary by the Seller and (ii) any payment by any Customer to the Bond Issuer shall discharge such Customer’s obligations in respect of the Phase-In-Recovery Property to the extent of such payment, notwithstanding any objection or direction to the contrary by the Seller.

(e) So long as any of the Bonds are outstanding, (i) the Seller shall not make any statement or reference in respect of the Phase-In-Recovery Property that is inconsistent with the ownership thereof by the Bond Issuer (other than for financial accounting or tax reporting purposes), and (ii) the Seller shall not take any action in respect of the Phase-In-Recovery Property except solely in its capacity as the Servicer thereof pursuant to the Servicing Agreement or as otherwise contemplated by the Basic Documents.

Section 4.07. Protection of Title. The Seller shall execute and file such filings, including filings with the PUCO pursuant to the Statute and UCC filings, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Bond Issuer, and the security interest of the Bond Trustee, in the Phase-In-Recovery Property and the Back-Up Security Interest, including all filings required under the Statute and the applicable UCC relating to the transfer of the ownership interest in the Phase-In-Recovery Property by the Seller to the Bond Issuer, the Granting of a security interest in the Phase-In-Recovery Property by the Bond Issuer to the Bond Trustee, and the Back-Up Security Interest, and the continued perfection of such ownership interest, security interest and the Back-Up Security Interest. The Seller shall deliver (or cause to be delivered) to the Bond Trustee (with copies to the Bond Issuer) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of their obligations or duties under the Statute or the Financing Order, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary (i) to protect the Bond Issuer, the Bond Trustee, the Bondholders, and any of their respective affiliates, officials, directors, employees, and agents from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation set forth in Article III or (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Statute, the Financing Order, the Issuance Advice Letter, any other Adjustment Request (as defined in the Servicing Agreement), or the rights of Bondholders by executive action, legislative enactment or constitutional amendment that would be adverse to the Bond Issuer, the Bond Trustee or the Bondholders. If the Servicer performs its obligations under Section 5.02(d) of the Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Seller’s obligations pursuant to clause (ii) of the immediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings shall be payable from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) of the Bond Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Section 4.08. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to the Seller pursuant to Section 4928.2310 of the Statute, the Seller solely in its capacity as a creditor of the Bond Issuer shall not, prior to the date which is one year and one day after the termination of the Bond Indenture, petition or otherwise invoke or cause the Bond Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer under any Federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or any substantial part of the property of the Bond Issuer, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer.

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

Section 4.10. Additional Sales of Phase-In-Recovery Property. So long as any of the Bonds are outstanding, the Seller shall not sell any “phase-in-recovery property” (as defined in the Statute) to secure another issuance of phase-in-recovery bonds (as defined in the Statute) if it would cause the then existing ratings on the Certificates from the Rating Agencies to be downgraded.

Section 4.11. Issuance Advice Letter. The Seller hereby agrees not to withdraw the filing of the Issuance Advice Letter with the PUCO.

ARTICLE V. THE SELLER

Section 5.01. Liability of Seller; Indemnities.

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

(b) Intentionally Omitted.

(c) The Seller shall indemnify the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and, the Bondholders for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders solely as a result of their ownership of Bonds) that may at any time be imposed on or asserted against any such Person under existing law as of the Closing Date as a result of the sale of the Phase-In-Recovery Property to the Bond Issuer, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(c) solely through a cause of action brought for their benefit by the Bond Trustee.

(d) The Seller shall indemnify the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer, and the Bondholders for, and defend and hold harmless each such Person from and against, any and all taxes that may be imposed on or asserted against any such Person under existing law as of the Closing Date as a result of the issuance and sale by the Bond Issuer of the Bonds, the issuance and sale by the Trust of the Bond Issuer’s allocable portion of the Certificates or the other transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(d) solely through a cause of action brought for their benefit by the Bond Trustee. The Seller shall be reimbursed for any payments under this Section 5.01(d) from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture.

(e) The Seller shall indemnify the Bond Issuer and the Bondholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, actions, suits, claims, damages, payments, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against each such Person as a result of (i) the Seller’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement, or (ii) the Seller’s breach in any material respect of any of its representations and warranties contained in this Agreement, except in the case of both clauses (i) and (ii) to the extent of Losses either resulting from the willful misconduct or gross negligence of such indemnified person or resulting from a breach of a representation and warranty made by such indemnified person in any of the Basic Documents that gives rise to the Seller’s breach; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this indemnification solely through a cause of action brought for their benefit by the Bond Trustee;

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

(g) Without prejudice to any of the other rights of the parties, the Seller will not be in breach of any representation or warranty as a result of a change in law by means of a legislative enactment, constitutional amendment or voter initiative. Notwithstanding anything to the contrary in this Agreement, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates or that the assumptions used in calculating the Phase-In-Recovery Charge will in fact be realized nor shall the Seller be obligated to reduce, or accept a reduction of, any rates or charges to which it would otherwise be entitled in respect of services rendered or to be rendered to customers in order to permit the payment of the Phase-In-Recovery Charge.

(h) The Seller shall indemnify and hold harmless the Bond Trustee, the Delaware Trustee, the Certificate Trustee, the Certificate Issuer and any of their respective affiliates, officials, officers, directors, employees and agents (each an “Indemnified Person”) against any and all Losses incurred by any of such Indemnified Persons as a result of (i) the Seller’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement or (ii) the Seller’s breach in any material respect of any of its representations and warranties contained in this Agreement, except in the case of both clauses (i) and (ii) to the extent of Losses either resulting from the willful misconduct or negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Seller, which consent shall not be unreasonably withheld. The obligations of the Seller under this Section 5.01(h) shall survive the resignation or removal of the foregoing trustees and the termination of the Basic Documents. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Seller under this Section 5.01(h), notify the Seller in writing of such involvement. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(h) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(h), the Seller shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Seller of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Seller shall be entitled to appoint counsel of the Seller’s choice at the Seller’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Seller under this Section 5.01(h) (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Seller’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Seller shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Seller to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller, (iii) the Seller shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Seller will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or

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proceeding in respect of which indemnification may be sought under this Section 5.01(h) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

(i) The remedies of the Bond Issuer and the Bondholders provided in this Agreement are each such Person’s sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement.

Section 5.02. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller hereunder, shall be the successor to the Seller under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) if the Seller is the Servicer, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Bond Issuer and the Bond Trustee an Officers’ Certificate stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have delivered to the Bond Issuer and the Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (B) either (1) all filings to be made by the Seller, including filings with the PUCO pursuant to the Statute and under the applicable UCC, have been executed and filed that are necessary to fully preserve and protect the interests of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery Property and reciting the details of such filings, or (2) no such action shall be necessary to preserve and protect such interests and (iv) the Rating Agencies shall have received prior written notice of such transaction from the Seller. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from all of its obligations hereunder.

Section 5.03. Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder.

ARTICLE VI. MISCELLANEOUS PROVISIONS

Section 6.01. Amendment. This Agreement may be amended by the Seller and the Bond Issuer, with (a) ten Business Days’ prior written notice given to the Rating Agencies, (b) the prior written consent of the Bond Trustee, and (c) if any amendment would adversely affect in any material respect the interests of any Bondholder, the prior written consent of a majority of the Outstanding Amount of the Bonds affected thereby.

It shall not be necessary for the consent of Bondholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to this Agreement, the Bond Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and all conditions precedent have been satisfied. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise.

The Bond Issuer shall provide a copy of any amendment to this Agreement to the Bond Trustee and the Rating Agencies promptly after the execution thereof.

Section 6.02. Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any

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such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Seller, to:

The Cleveland Electric Illuminating Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk,

Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(b) if to the Bond Issuer, to:

CEI Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk,

Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

(d) if to Moody’s, to:

Moody’s Investors Service, Inc.

25^th Floor, 7 World Trade Center, 250 Greenwich

New York, NY 10007

Attention: ABS/RMBS Monitoring Department

Email: ServicerReports@moodys.com

Facsimile: (212) 553-0573

Telephone: (212) 553-3686

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(e) if to S&P, to:

Standard & Poor’s Rating Services

55 Water Street

New York, NY 10041

Attention: Structured Credit Surveillance

Telephone: (212) 438-8991

E-mail: servicer-reports@standardandpoors.com

(f) if to Fitch, to:

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: (212) 908-0500

Facsimile: (212) 908-0355

(g) if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

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

Section 6.03. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 5.02 and Section 6.09, this Agreement may not be assigned by the Seller.

Section 6.04. Limitations on Rights of Third Parties. The provisions of this Agreement are solely for the benefit of the Seller, the Bond Issuer, the Bondholders, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement, except that the Bondholders shall be entitled to enforce their rights against the Seller under this Agreement solely through a cause of action brought for their benefit by the Bond Trustee. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 6.05. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.06. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

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Section 6.07. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 6.08. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 6.09. Collateral Assignment to Bond Trustee. The Seller hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer to the Bond Trustee pursuant to the Bond Indenture for the benefit of the Bondholders and the Bond Trustee of all right, title and interest of the Bond Issuer in, to and under the Phase-In-Recovery Property and the proceeds thereof and all other Collateral (including, without limitation all of the Bond Issuer’s rights hereunder) and to the subsequent Grant of a security interest and collateral assignment by the Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s right, title and interest in the Bonds, and all rights of the Certificate Trustee or the Certificate Issuer, as sole holder of the Bonds in and to the Collateral of the Bond Issuer and any proceeds thereof, including, without limitation, all of the Bond Issuer’s rights hereunder.

Section 6.10. Rule 17g-5 Compliance. The Seller and Bond Issuer agree that any notice, report, document or other information provided by the Seller or Bond Issuer to any Rating Agency under this Agreement or any other Basic Document to which it is a party, for the purpose of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency, shall be provided, substantially concurrently, to the Servicer for posting on the 17g-5 Website.

[SIGNATURE PAGE FOLLOWS.]

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

CEI FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, as Seller
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Phase-In-Recovery Purchase and Sale Agreement

EX-10.10

EXHIBIT 10.10

Execution Version

PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT

between

OE FUNDING LLC

as Bond Issuer

and

OHIO EDISON COMPANY

as Seller

Dated as of June 20, 2013

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		4
ARTICLE II. CONVEYANCE OF PHASE-IN-RECOVERY PROPERTY			4
Section 2.01.	Conveyance of Phase-In-Recovery Property		4
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER			4
Section 3.01.	Organization and Good Standing		4
Section 3.02.	Due Qualification		4
Section 3.03.	Power and Authority		5
Section 3.04.	Binding Obligation		5
Section 3.05.	No Violation		5
Section 3.06.	No Proceedings		5
Section 3.07.	Approvals		5
Section 3.08.	The Phase-In-Recovery Property		5
Section 3.09.	Limitations on Representations and Warranties		7
ARTICLE IV. COVENANTS OF THE SELLER			7
Section 4.01.	Corporate Existence		7
Section 4.02.	No Liens		7
Section 4.03.	Delivery of Collections		7
Section 4.04.	Notice of Liens		7
Section 4.05.	Compliance with Law		7
Section 4.06.	Covenants Related to Bonds and Phase-In-Recovery Property		7
Section 4.07.	Protection of Title		8
Section 4.08.	Nonpetition Covenant		8
Section 4.09.	Taxes		9
Section 4.10.	Additional Sales of Phase-In-Recovery Property		9
Section 4.11.	Issuance Advice Letter		9
ARTICLE V. THE SELLER			9
Section 5.01.	Liability of Seller; Indemnities		9
Section 5.02.	Merger or Consolidation of, or Assumption of the Obligations of, Seller		11
Section 5.03.	Limitation on Liability of Seller and Others		11
ARTICLE VI. MISCELLANEOUS PROVISIONS			11
Section 6.01.	Amendment		11
Section 6.02.	Notices		11
Section 6.03.	Assignment		13
Section 6.04.	Limitations on Rights of Third Parties		13
Section 6.05.	Severability		13
Section 6.06.	Separate Counterparts		13
Section 6.07.	Headings		14
Section 6.08.	Governing Law		14
Section 6.09.	Collateral Assignment to Bond Trustee		14
Section 6.10.	Rule 17g-5 Compliance		14

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This PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT, dated as of June 20, 2013 is between OE Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and Ohio Edison Company, an Ohio corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

RECITALS

WHEREAS, the Bond Issuer desires to purchase the Phase-In-Recovery Property (as defined herein) created pursuant to the Statute and the Financing Order (each as defined herein); and

WHEREAS, the Seller is willing to sell the Phase-In-Recovery Property to the Bond Issuer.

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

ARTICLE I. DEFINITIONS

Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Administration Agreement” means the Administration Agreement dated as of June 20, 2013 between Ohio Edison Company, as Administrator, and the Bond Issuer, as amended and supplemented from time to time.

“Agreement” means this Phase-In-Recovery Property Purchase and Sale Agreement, as amended and supplemented from time to time.

“Back-Up Security Interest” has the meaning specified in Section 2.01.

“Basic Documents” means, collectively, this Agreement, the Bond Indenture, the Declaration of Trust, the Certificate Indenture, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Underwriting Agreement, the Fee and Indemnity Agreement and the Cross-Indemnity Agreement.

“Bonds” means the OE Funding LLC Bonds issued under the Bond Indenture.

“Bondholder” or “Holder” means the Person in whose name a Bond is registered on the Bond Register.

“Bond Indenture” means the Bond Indenture dated as of June 20, 2013, between the Bond Issuer and the Bond Trustee, as amended and supplemented from time to time.

“Bond Issuer” has the meaning set forth in the preamble of this Agreement.

“Bond Purchase Agreement” means the Bond Purchase Agreement dated as of June 20, 2013 between the Bond Issuer and the Trust, as amended and supplemented from time to time.

“Bond Register” has the meaning specified in Section 2.05 of the Bond Indenture.

“Bond Trustee” means the Person acting as trustee under the Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Certificates” means the FirstEnergy Ohio PIRB Special Purpose Trust 2013 Pass-Through Certificates issued under the Certificate Indenture.

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“Certificateholders” has the meaning specified in Section 1.01(a) of the Certificate Indenture.

“Certificate Indenture” means the Certificate Indenture dated as of June 20, 2013, between the Certificate Issuer and the Certificate Trustee, as amended and supplemented from time to time.

“Certificate Trustee” means the Person acting as trustee under the Certificate Indenture.

“Closing Date” means June 20, 2013.

“Collateral” has the meaning specified in the Granting Clause of the Bond Indenture.

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

“Corporate Trust Office” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Cross-Indemnity Agreement” means the Cross Indemnity Agreement dated as of June 20, 2013 between the Bond Issuer, CEI Funding LLC and TE Funding LLC, as amended and supplemented from time to time.

“Customers” means all classes of retail users of the Seller’s distribution system within its geographic service territory as in effect on June 20, 2013.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC, TE Funding LLC and the Delaware Trustee, as may be further amended and supplemented from time to time.

“Delaware Trustee” means the Person acting as trustee under the Declaration of Trust.

“Fee and Indemnity Agreement” means the fee and indemnity agreement dated as of June 20, 2013 between the Bond Issuer, the Delaware Trustee, the Certificate Trustee, the Trust, CEI Funding LLC and TE Funding LLC.

“Financing Costs” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Financing Order” means the order of PUCO in Case No. 12-1465-EL-ATS issued on October 10, 2012, as amended by the Entry on Rehearing issued on December 19, 2012, and the Entry Nunc Pro Tunc issued on January 9, 2013.

“Fitch” means Fitch Ratings or its successor.

“Grant” means mortgage, pledge, collaterally assign and grant a lien upon and a security interest in. A Grant of any agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting Person thereunder, the immediate and continuing right to claim for, collect, receive and give receipts for payments in respect of and all other monies 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 Person or otherwise, and generally to do and receive anything that the Granting Person is or may be entitled to do or receive thereunder with respect thereto.

“Indemnified Person” has the meaning specified in Section 5.01(h).

“Issuance Advice Letter” means the initial Issuance Advice Letter, dated June 13, 2013, filed with PUCO by the Seller pursuant to the Financing Order.

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

“Losses” has the meaning specified in Section 5.01(e).

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

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“Officer’s Certificate” means a certificate signed by the chairman of the board, the chief executive officer, the president, the chief financial officer, any vice president, the treasurer, any assistant treasurer, the clerk, any assistant clerk, the controller or the director of corporate finance and cash management of the Seller.

“Operating Expense” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Opinion of Counsel” means one or more written opinions of counsel who may be an employee of or counsel to the party providing such opinion of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion of counsel.

“Outstanding Amount” has the meaning specified in Section 1.01(a) of the Bond Indenture.

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

“Phase-In-Costs” has the meaning specified in Section 4928.23(J) of the Statute and the final Financing Order.

“Phase-In-Recovery Charge” means the Seller’s Phase-In-Recovery Charge designated pursuant to the Financing Order, as the same may be adjusted from time to time as provided in the Financing Order.

“Phase-In-Recovery Charge Collections” has the meaning specified in Section 1.01 of the Servicing Agreement.

“Phase-In-Recovery Property” means the phase-in-recovery property that is created simultaneous with the sale of such property by the Seller to the Bond Issuer and continues to exist pursuant to and in accordance with paragraph VI.A(6) of the Financing Order and Sections 4928.232, 4928.234 and 4928.2312 of the Statute.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“PUCO Regulations” has the meaning specified in Section 1.01 of the Servicing Agreement.

“Rating Agencies” means, collectively, S&P, Moody’s and Fitch.

“Seller” has the meaning set forth in the preamble of this Agreement.

“Servicer Default” means an event specified in Section 7.01 of the Servicing Agreement.

“Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 between Ohio Edison Company, as Servicer, and the Bond Issuer, as amended and supplemented from time to time.

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

“Statute” means O.R.C. Sections 4928.23 through 4928.2318.

“Statutory Lien” means the lien on the Phase-In-Recovery Property created by Section 4928.2312 of the Statute and the final Financing Order.

“Trust” or “Certificate Issuer” means FirstEnergy Ohio PIRB Special Purpose Trust 2013, a Delaware statutory trust.

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

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“Underwriting Agreement” means the Underwriting Agreement dated as of June 12, 2013 among the Trust, the Bond Issuer, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, CEI Funding LLC, TE Funding LLC and the underwriters named therein.

Section 1.02. Other Definitional Provisions.

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

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

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

ARTICLE II. CONVEYANCE OF PHASE-IN-RECOVERY PROPERTY

Section 2.01. Conveyance of Phase-In-Recovery Property. In consideration of the Bond Issuer’s delivery to or upon the order of the Seller of $168,653,379.17 (such amount net of underwriting discounts), the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Bond Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Phase-In-Recovery Property (such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 4928.2313 of the Statute, shall be treated as an absolute transfer and true sale of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or secured transaction relating to, or other financing of, the Phase-In-Recovery Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 4928.2313 of the Statute, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Phase-In-Recovery Property and, without prejudice to its position that it has absolutely transferred all of its right, title and interest in and to the Phase-In-Recovery Property to the Bond Issuer, the Seller hereby Grants to the Bond Issuer a security interest in the Phase-In-Recovery Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Bond Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). A UCC-1 financing statement will be filed in order to perfect the Back-Up Security Interest. Such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Phase-In-Recovery Property.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to Section 3.09 hereof, the Seller makes the following representations and warranties, as of the Closing Date, on which the Bond Issuer has relied in acquiring the Phase-In-Recovery Property.

Section 3.01. Organization and Good Standing. The Seller is duly organized and validly existing as a corporation in good standing under the laws of the State of Ohio, with the requisite corporate power and authority to own its properties as such properties are currently owned and to conduct its business as such business is now conducted by it, and has the requisite corporate power and authority to own the Phase-In-Recovery Property.

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

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

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

Section 3.05. No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not: (i) conflict with or result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or code of regulations of the Seller, or any material indenture, agreement or other instrument to which the Seller is a party or by which it is bound; (ii) result in the creation or imposition of any Lien upon any of the Seller’s properties pursuant to the terms of any such indenture, agreement or other instrument (other than any Lien that may be Granted under the Basic Documents or the Statutory Lien); or (iii) violate any existing law or any existing order, rule or regulation applicable to the Seller of any federal or state court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties.

Section 3.06. No Proceedings. There are no proceedings or investigations pending and, to the Seller’s knowledge, there are no proceedings or investigations threatened, before any federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties involving or relating to the Seller or the Bond Issuer or, to the Seller’s knowledge, any other Person: (i) asserting the invalidity of this Agreement, the Statute or the Financing Order, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic Documents, the Bonds or the Certificates, or the validity of the Statute or the Financing Order or (iv) seeking to adversely affect the federal or state income tax classification of the Bonds [or the Certificates] as debt.

Section 3.07. Approvals. No approval, authorization, consent, order or other action of, or filing with, any federal or state court, regulatory body, administrative agency or other governmental instrumentality is required in connection with the execution and delivery by the Seller of this Agreement, the performance by the Seller of the transactions contemplated hereby or the fulfillment by the Seller of the terms hereof, except those that have been obtained or made and those that the Seller, in its capacity as Servicer under the Servicing Agreement, is required to make in the future pursuant to the Servicing Agreement.

Section 3.08. The Phase-In-Recovery Property.

(a) Title. It is the intention of the parties hereto that the transfer and assignment herein contemplated constitute a sale of the Phase-In-Recovery Property from the Seller to the Bond Issuer and that no interest in, or title to, the Phase-In-Recovery Property shall be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No portion of the Phase-In-Recovery Property has been sold, transferred, assigned or pledged by the Seller to any Person other than the Bond Issuer. On the Closing Date, immediately upon the sale hereunder, the Seller has transferred, sold and conveyed the Phase-In-Recovery Property to the Bond Issuer, free and clear of all Liens, except for the Statutory Lien and any Lien that may be Granted under the Basic Documents, and pursuant to Section 4928.2313 of the Statute such transfer shall be treated as an absolute transfer of all of the Seller’s right, title and interest (as in a true sale), and not as a pledge or other financing of, the Phase-In-Recovery Property.

(b) Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the Phase-In-Recovery Property has been validly transferred and sold to the Bond Issuer, the Bond Issuer shall own all such Phase-In-Recovery Property free and clear of all Liens (except for the Statutory Lien and any Lien that may be Granted under

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the Basic Documents) and all filings to be made by the Seller (including filings with the PUCO under the Statute) necessary in any jurisdiction to give the Bond Issuer a valid, perfected ownership interest (subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents) in, and for the Grant by the Bond Issuer to the Bond Trustee of a valid, first priority perfected security interest (except for the Statutory Lien and any Lien that may be Granted under the Basic Documents) in, the Phase-In-Recovery Property have been made. No further action is required to maintain such ownership interest or the Bond Trustee’s perfected security interest (in each case, subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents). Filings have also been made to the extent required in any jurisdiction to perfect the Back-Up Security Interest Granted by the Seller to the Bond Issuer (subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents).

(c) Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State of Ohio and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Property has been created is in full force and effect; (ii) the Bondholders are entitled to the protections of the Statute, and the Financing Order is not revocable by the PUCO; (iii) the State of Ohio may not take or permit any action that impairs the value of the Phase-In-Recovery Property or revise the Phase-In-Costs for which recovery is authorized under the Financing Order or, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statute, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the rights of the Bondholders, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in full; (iv) the PUCO may not, either by rescinding, altering or amending the Financing Order, in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge or impair the Phase-In-Recovery Property or the collection or recovery of the Phase-In-Costs, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in full; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Property, except those that have been obtained or made and are in full force and effect.

(d) Assumptions. On the Closing Date, based upon the information available to the Seller on the Closing Date, the assumptions used in calculating the initial Phase-In-Recovery Charge are reasonable and are made in good faith. Notwithstanding the foregoing, the Seller makes no representation or warranty that the assumptions used in calculating such Phase-In-Recovery Charge will in fact be realized.

(e) Creation of Phase-In-Recovery Property. Upon the sale by the Seller to the Bond Issuer of all of its right, title and interest in the Phase-In-Recovery Property (i) there will arise and constitute an existing present property right and interest in such Phase-In-Recovery Property which shall continue to exist until such time as the Bonds, together with interest thereon, and all other approved Financing Costs are paid in full; (ii) the creation of the Seller’s Phase-In-Recovery Property is confirmed and is simultaneous with the sale by the Seller to the Bond Issuer of such Phase-In-Recovery Property; (iii) the Phase-In-Recovery Property includes the right, title and interest in and to all revenues, collections, claims, payments, money, or proceeds of or arising from the Phase-In-Recovery Charge, as adjusted from time to time pursuant to the Financing Order, and all rights to obtain adjustments to the Phase-In-Recovery Charge pursuant to the Financing Order; and (iv) the owner of the Phase-In-Recovery Property is legally entitled to collect payments in respect of the Phase-In-Recovery Charge in the aggregate sufficient, subject to the Cap to the extent applicable, to pay the interest on and principal of the Bonds, to pay the fees and expenses incurred by or allocable to the Bond Issuer in connection with servicing the Bonds and an allocable portion of the Certificates, and to replenish the Capital Subaccount to the Required Capital Level until the Bonds, together with interest thereon, and all other approved Financing Costs are paid in full. Notwithstanding the foregoing, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates.

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(f) Prospectus. As of the date hereof, the information describing the Seller in “The Sponsors, Sellers, Initial Servicers and Depositors” section of the prospectus dated June 12, 2013 offering the Bonds, the bonds issued by CEI Funding LLC and TE Funding LLC and the Certificates is correct in all material respects.

Section 3.09. Limitations on Representations and Warranties. Without prejudice to any of the other rights of the parties, the Seller will not be in breach of any representation or warranty as a result of a change in law by means of a legislative enactment, constitutional amendment or voter initiative or referendum. Notwithstanding anything to the contrary in this Agreement, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates or that the assumptions used in calculating the Phase-In-Recovery Charge will in fact be realized nor shall the Seller be obligated to reduce, or accept a reduction of, any rates or charges to which it would otherwise be entitled in respect of services rendered or to be rendered to Customers in order to permit the payment of the Phase-In-Recovery Charge.

ARTICLE IV. COVENANTS OF THE SELLER

Section 4.01. Corporate Existence. So long as any of the Bonds are outstanding, except as provided under Section 5.02, the Seller (a) will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its organization and (b) will obtain and preserve its qualification to do business, in each case to the extent that in each such jurisdiction such existence or qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Basic Documents to which the Seller is a party and each other instrument or agreement to which the Seller is a party necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby.

Section 4.02. No Liens. Except for the conveyances hereunder or the Statutory Lien or the Back-Up Security Interest, the Seller will not sell, pledge, assign or transfer, or Grant, create, or incur any Lien on, any of the Phase-In-Recovery Property, or any interest therein, and the Seller shall defend the right, title and interest of the Bond Issuer and the Bond Trustee in, to and under the Phase-In-Recovery Property against all claims of third parties claiming through or under the Seller. Ohio Edison Company, in its capacity as Seller, will not at any time assert any Lien against, or with respect to, any of the Phase-In-Recovery Property.

Section 4.03. Delivery of Collections. If the Seller receives any payments in respect of the Phase-In-Recovery Charge or the proceeds thereof when it is not acting as the Servicer, the Seller agrees to pay to the Servicer all payments received by it in respect thereof as soon as practicable after receipt thereof by it.

Section 4.04. Notice of Liens. The Seller shall notify the Bond Issuer and the Bond Trustee promptly after becoming aware of any Lien Granted on any of the Phase-In-Recovery Property, other than the conveyances hereunder, any Lien under the Basic Documents or the Statutory Lien or for the benefit of the Bond Issuer.

Section 4.05. Compliance with Law. The Seller hereby agrees to comply with its organizational and governing documents and all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to it, except to the extent that failure to so comply would not adversely affect the Bond Issuer’s or the Bond Trustee’s interests in the Phase-In-Recovery Property or under any of the other Basic Documents to which the Seller is party or the Seller’s performance of its obligations hereunder or under any of the other Basic Documents to which it is party.

Section 4.06. Covenants Related to Bonds and Phase-In-Recovery Property.

(a) So long as any of the Bonds are outstanding, the Seller shall treat the Bonds as debt of the Bond Issuer and not of the Seller, except for financial accounting or tax reporting purposes.

(b) So long as any of the Bonds are outstanding, the Seller shall indicate in its financial statements that it is not the owner of the Phase-In-Recovery Property and shall disclose the effects of all transactions between the Seller and the Bond Issuer in accordance with generally accepted accounting principles.

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(c) So long as any of the Bonds or Certificates are outstanding, the Seller shall not own or purchase any Bonds or Certificates.

(d) The Seller agrees that, upon the transfer and sale by the Seller of the Phase-In-Recovery Property to the Bond Issuer pursuant to this Agreement, (i) to the fullest extent permitted by law, including applicable PUCO Regulations, the Bond Issuer shall have all of the rights originally held by the Seller with respect to the Phase-In-Recovery Property, including the right (subject to the terms of the Servicing Agreement) to exercise any and all rights and remedies to collect any amounts payable by any Customer in respect of the Phase-In-Recovery Property, notwithstanding any objection or direction to the contrary by the Seller and (ii) any payment by any Customer to the Bond Issuer shall discharge such Customer’s obligations in respect of the Phase-In-Recovery Property to the extent of such payment, notwithstanding any objection or direction to the contrary by the Seller.

(e) So long as any of the Bonds are outstanding, (i) the Seller shall not make any statement or reference in respect of the Phase-In-Recovery Property that is inconsistent with the ownership thereof by the Bond Issuer (other than for financial accounting or tax reporting purposes), and (ii) the Seller shall not take any action in respect of the Phase-In-Recovery Property except solely in its capacity as the Servicer thereof pursuant to the Servicing Agreement or as otherwise contemplated by the Basic Documents.

Section 4.07. Protection of Title. The Seller shall execute and file such filings, including filings with the PUCO pursuant to the Statute and UCC filings, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Bond Issuer, and the security interest of the Bond Trustee, in the Phase-In-Recovery Property and the Back-Up Security Interest, including all filings required under the Statute and the applicable UCC relating to the transfer of the ownership interest in the Phase-In-Recovery Property by the Seller to the Bond Issuer, the Granting of a security interest in the Phase-In-Recovery Property by the Bond Issuer to the Bond Trustee, and the Back-Up Security Interest, and the continued perfection of such ownership interest, security interest and the Back-Up Security Interest. The Seller shall deliver (or cause to be delivered) to the Bond Trustee (with copies to the Bond Issuer) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of their obligations or duties under the Statute or the Financing Order, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary (i) to protect the Bond Issuer, the Bond Trustee, the Bondholders, and any of their respective affiliates, officials, directors, employees, and agents from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation set forth in Article III or (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Statute, the Financing Order, the Issuance Advice Letter, any other Adjustment Request (as defined in the Servicing Agreement), or the rights of Bondholders by executive action, legislative enactment or constitutional amendment that would be adverse to the Bond Issuer, the Bond Trustee or the Bondholders. If the Servicer performs its obligations under Section 5.02(d) of the Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Seller’s obligations pursuant to clause (ii) of the immediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings shall be payable from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) of the Bond Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Section 4.08. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to the Seller pursuant to Section 4928.2310 of the Statute, the Seller solely in its capacity as a creditor of the Bond Issuer shall not, prior to the date which is one year and one day after the termination of the Bond Indenture, petition or otherwise invoke or cause the Bond Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer under any Federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or any substantial part of the property of the Bond Issuer, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer.

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

Section 4.10. Additional Sales of Phase-In-Recovery Property. So long as any of the Bonds are outstanding, the Seller shall not sell any “phase-in-recovery property” (as defined in the Statute) to secure another issuance of phase-in-recovery bonds (as defined in the Statute) if it would cause the then existing ratings on the Certificates from the Rating Agencies to be downgraded.

Section 4.11. Issuance Advice Letter. The Seller hereby agrees not to withdraw the filing of the Issuance Advice Letter with the PUCO.

ARTICLE V. THE SELLER

Section 5.01. Liability of Seller; Indemnities.

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

(b) Intentionally Omitted.

(c) The Seller shall indemnify the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and, the Bondholders for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders solely as a result of their ownership of Bonds) that may at any time be imposed on or asserted against any such Person under existing law as of the Closing Date as a result of the sale of the Phase-In-Recovery Property to the Bond Issuer, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(c) solely through a cause of action brought for their benefit by the Bond Trustee.

(d) The Seller shall indemnify the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer, and the Bondholders for, and defend and hold harmless each such Person from and against, any and all taxes that may be imposed on or asserted against any such Person under existing law as of the Closing Date as a result of the issuance and sale by the Bond Issuer of the Bonds, the issuance and sale by the Trust of the Bond Issuer’s allocable portion of the Certificates or the other transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(d) solely through a cause of action brought for their benefit by the Bond Trustee. The Seller shall be reimbursed for any payments under this Section 5.01(d) from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture.

(e) The Seller shall indemnify the Bond Issuer and the Bondholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, actions, suits, claims, damages, payments, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against each such Person as a result of (i) the Seller’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement, or (ii) the Seller’s breach in any material respect of any of its representations and warranties contained in this Agreement, except in the case of both clauses (i) and (ii) to the extent of Losses either resulting from the willful misconduct or gross negligence of such indemnified person or resulting from a breach of a representation and warranty made by such indemnified person in any of the Basic Documents that gives rise to the Seller’s breach; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this indemnification solely through a cause of action brought for their benefit by the Bond Trustee;

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

(g) Without prejudice to any of the other rights of the parties, the Seller will not be in breach of any representation or warranty as a result of a change in law by means of a legislative enactment, constitutional amendment or voter initiative. Notwithstanding anything to the contrary in this Agreement, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates or that the assumptions used in calculating the Phase-In-Recovery Charge will in fact be realized nor shall the Seller be obligated to reduce, or accept a reduction of, any rates or charges to which it would otherwise be entitled in respect of services rendered or to be rendered to customers in order to permit the payment of the Phase-In-Recovery Charge.

(h) The Seller shall indemnify and hold harmless the Bond Trustee, the Delaware Trustee, the Certificate Trustee, the Certificate Issuer and any of their respective affiliates, officials, officers, directors, employees and agents (each an “Indemnified Person”) against any and all Losses incurred by any of such Indemnified Persons as a result of (i) the Seller’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement or (ii) the Seller’s breach in any material respect of any of its representations and warranties contained in this Agreement, except in the case of both clauses (i) and (ii) to the extent of Losses either resulting from the willful misconduct or negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Seller, which consent shall not be unreasonably withheld. The obligations of the Seller under this Section 5.01(h) shall survive the resignation or removal of the foregoing trustees and the termination of the Basic Documents. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Seller under this Section 5.01(h), notify the Seller in writing of such involvement. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(h) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(h), the Seller shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Seller of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Seller shall be entitled to appoint counsel of the Seller’s choice at the Seller’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Seller under this Section 5.01(h) (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Seller’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Seller shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Seller to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller, (iii) the Seller shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Seller will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or

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proceeding in respect of which indemnification may be sought under this Section 5.01(h) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

(i) The remedies of the Bond Issuer and the Bondholders provided in this Agreement are each such Person’s sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement.

Section 5.02. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller hereunder, shall be the successor to the Seller under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) if the Seller is the Servicer, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Bond Issuer and the Bond Trustee an Officers’ Certificate stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have delivered to the Bond Issuer and the Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (B) either (1) all filings to be made by the Seller, including filings with the PUCO pursuant to the Statute and under the applicable UCC, have been executed and filed that are necessary to fully preserve and protect the interests of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery Property and reciting the details of such filings, or (2) no such action shall be necessary to preserve and protect such interests and (iv) the Rating Agencies shall have received prior written notice of such transaction from the Seller. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from all of its obligations hereunder.

Section 5.03. Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder.

ARTICLE VI. MISCELLANEOUS PROVISIONS

Section 6.01. Amendment. This Agreement may be amended by the Seller and the Bond Issuer, with (a) ten Business Days’ prior written notice given to the Rating Agencies, (b) the prior written consent of the Bond Trustee, and (c) if any amendment would adversely affect in any material respect the interests of any Bondholder, the prior written consent of a majority of the Outstanding Amount of the Bonds affected thereby.

It shall not be necessary for the consent of Bondholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to this Agreement, the Bond Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and all conditions precedent have been satisfied. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise.

The Bond Issuer shall provide a copy of any amendment to this Agreement to the Bond Trustee and the Rating Agencies promptly after the execution thereof.

Section 6.02. Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any

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such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Seller, to:

Ohio Edison Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk,

Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(b) if to the Bond Issuer, to:

OE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk,

Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

(d) if to Moody’s, to:

Moody’s Investors Service, Inc.

25^th Floor, 7 World Trade Center, 250 Greenwich

New York, NY 10007

Attention: ABS/RMBS Monitoring Department

Email: ServicerReports@moodys.com

Facsimile: (212) 553-0573

Telephone: (212) 553-3686

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(e) if to S&P, to:

Standard & Poor’s Rating Services

55 Water Street

New York, NY 10041

Attention: Structured Credit Surveillance

Telephone: (212) 438-8991

E-mail: servicer-reports@standardandpoors.com

(f) if to Fitch, to:

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: (212) 908-0500

Facsimile: (212) 908-0355

(g) if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

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

Section 6.03. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 5.02 and Section 6.09, this Agreement may not be assigned by the Seller.

Section 6.04. Limitations on Rights of Third Parties. The provisions of this Agreement are solely for the benefit of the Seller, the Bond Issuer, the Bondholders, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement, except that the Bondholders shall be entitled to enforce their rights against the Seller under this Agreement solely through a cause of action brought for their benefit by the Bond Trustee. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 6.05. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.06. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

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Section 6.07. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 6.08. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 6.09. Collateral Assignment to Bond Trustee. The Seller hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer to the Bond Trustee pursuant to the Bond Indenture for the benefit of the Bondholders and the Bond Trustee of all right, title and interest of the Bond Issuer in, to and under the Phase-In-Recovery Property and the proceeds thereof and all other Collateral (including, without limitation all of the Bond Issuer’s rights hereunder) and to the subsequent Grant of a security interest and collateral assignment by the Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s right, title and interest in the Bonds, and all rights of the Certificate Trustee or the Certificate Issuer, as sole holder of the Bonds in and to the Collateral of the Bond Issuer and any proceeds thereof, including, without limitation, all of the Bond Issuer’s rights hereunder.

Section 6.10. Rule 17g-5 Compliance. The Seller and Bond Issuer agree that any notice, report, document or other information provided by the Seller or Bond Issuer to any Rating Agency under this Agreement or any other Basic Document to which it is a party, for the purpose of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency, shall be provided, substantially concurrently, to the Servicer for posting on the 17g-5 Website.

[SIGNATURE PAGE FOLLOWS.]

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

OE FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
OHIO EDISON COMPANY, as Seller
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Phase-In-Recovery Purchase and Sale Agreement

EX-10.11

EXHIBIT 10.11

Execution Version

PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT

between

TE FUNDING LLC

as Bond Issuer

and

THE TOLEDO EDISON COMPANY

as Seller

Dated as of June 20, 2013

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		4
ARTICLE II. CONVEYANCE OF PHASE-IN-RECOVERY PROPERTY			4
Section 2.01.	Conveyance of Phase-In-Recovery Property		4
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER			4
Section 3.01.	Organization and Good Standing		4
Section 3.02.	Due Qualification		4
Section 3.03.	Power and Authority		5
Section 3.04.	Binding Obligation		5
Section 3.05.	No Violation		5
Section 3.06.	No Proceedings		5
Section 3.07.	Approvals		5
Section 3.08.	The Phase-In-Recovery Property		5
Section 3.09.	Limitations on Representations and Warranties		7
ARTICLE IV. COVENANTS OF THE SELLER			7
Section 4.01.	Corporate Existence		7
Section 4.02.	No Liens		7
Section 4.03.	Delivery of Collections		7
Section 4.04.	Notice of Liens		7
Section 4.05.	Compliance with Law		7
Section 4.06.	Covenants Related to Bonds and Phase-In-Recovery Property		7
Section 4.07.	Protection of Title		8
Section 4.08.	Nonpetition Covenant		8
Section 4.09.	Taxes		9
Section 4.10.	Additional Sales of Phase-In-Recovery Property		9
Section 4.11.	Issuance Advice Letter		9
ARTICLE V. THE SELLER			9
Section 5.01.	Liability of Seller; Indemnities		9
Section 5.02.	Merger or Consolidation of, or Assumption of the Obligations of, Seller		11
Section 5.03.	Limitation on Liability of Seller and Others		11
ARTICLE VI. MISCELLANEOUS PROVISIONS			11
Section 6.01.	Amendment		11
Section 6.02.	Notices		11
Section 6.03.	Assignment		13
Section 6.04.	Limitations on Rights of Third Parties		13
Section 6.05.	Severability		13
Section 6.06.	Separate Counterparts		13
Section 6.07.	Headings		14
Section 6.08.	Governing Law		14
Section 6.09.	Collateral Assignment to Bond Trustee		14
Section 6.10.	Rule 17g-5 Compliance		14

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This PHASE-IN-RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT, dated as of June 20, 2013 is between TE Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and The Toledo Edison Company, an Ohio corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

RECITALS

WHEREAS, the Bond Issuer desires to purchase the Phase-In-Recovery Property (as defined herein) created pursuant to the Statute and the Financing Order (each as defined herein); and

WHEREAS, the Seller is willing to sell the Phase-In-Recovery Property to the Bond Issuer.

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

ARTICLE I. DEFINITIONS

Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Administration Agreement” means the Administration Agreement dated as of June 20, 2013 between The Toledo Edison Company, as Administrator, and the Bond Issuer, as amended and supplemented from time to time.

“Agreement” means this Phase-In-Recovery Property Purchase and Sale Agreement, as amended and supplemented from time to time.

“Back-Up Security Interest” has the meaning specified in Section 2.01.

“Basic Documents” means, collectively, this Agreement, the Bond Indenture, the Declaration of Trust, the Certificate Indenture, the Servicing Agreement, the Administration Agreement, the Bond Purchase Agreement, the Underwriting Agreement, the Fee and Indemnity Agreement and the Cross-Indemnity Agreement.

“Bonds” means the TE Funding LLC Bonds issued under the Bond Indenture.

“Bondholder” or “Holder” means the Person in whose name a Bond is registered on the Bond Register.

“Bond Indenture” means the Bond Indenture dated as of June 20, 2013, between the Bond Issuer and the Bond Trustee, as amended and supplemented from time to time.

“Bond Issuer” has the meaning set forth in the preamble of this Agreement.

“Bond Purchase Agreement” means the Bond Purchase Agreement dated as of June 20, 2013 between the Bond Issuer and the Trust, as amended and supplemented from time to time.

“Bond Register” has the meaning specified in Section 2.05 of the Bond Indenture.

“Bond Trustee” means the Person acting as trustee under the Bond Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Akron, Ohio or Wilmington, Delaware are authorized or obligated by law, regulation or executive order to remain closed.

“Certificates” means the FirstEnergy Ohio PIRB Special Purpose Trust 2013 Pass-Through Certificates issued under the Certificate Indenture.

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“Certificateholders” has the meaning specified in Section 1.01(a) of the Certificate Indenture.

“Certificate Indenture” means the Certificate Indenture dated as of June 20, 2013, between the Certificate Issuer and the Certificate Trustee, as amended and supplemented from time to time.

“Certificate Trustee” means the Person acting as trustee under the Certificate Indenture.

“Closing Date” means June 20, 2013.

“Collateral” has the meaning specified in the Granting Clause of the Bond Indenture.

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

“Corporate Trust Office” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Cross-Indemnity Agreement” means the Cross Indemnity Agreement dated as of June 20, 2013 between the Bond Issuer, CEI Funding LLC and OE Funding LLC, as amended and supplemented from time to time.

“Customers” means all classes of retail users of the Seller’s distribution system within its geographic service territory as in effect on June 20, 2013.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013, among CEI Funding LLC, OE Funding LLC, TE Funding LLC and the Delaware Trustee, as may be further amended and supplemented from time to time.

“Delaware Trustee” means the Person acting as trustee under the Declaration of Trust.

“Fee and Indemnity Agreement” means the fee and indemnity agreement dated as of June 20, 2013 between the Bond Issuer, the Delaware Trustee, the Certificate Trustee, the Trust, CEI Funding LLC and OE Funding LLC.

“Financing Costs” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Financing Order” means the order of PUCO in Case No. 12-1465-EL-ATS issued on October 10, 2012, as amended by the Entry on Rehearing issued on December 19, 2012, and the Entry Nunc Pro Tunc issued on January 9, 2013.

“Fitch” means Fitch Ratings or its successor.

“Grant” means mortgage, pledge, collaterally assign and grant a lien upon and a security interest in. A Grant of any agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting Person thereunder, the immediate and continuing right to claim for, collect, receive and give receipts for payments in respect of and all other monies 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 Person or otherwise, and generally to do and receive anything that the Granting Person is or may be entitled to do or receive thereunder with respect thereto.

“Indemnified Person” has the meaning specified in Section 5.01(h).

“Issuance Advice Letter” means the initial Issuance Advice Letter, dated June 13, 2013, filed with PUCO by the Seller pursuant to the Financing Order.

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

“Losses” has the meaning specified in Section 5.01(e).

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

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“Officer’s Certificate” means a certificate signed by the chairman of the board, the chief executive officer, the president, the chief financial officer, any vice president, the treasurer, any assistant treasurer, the clerk, any assistant clerk, the controller or the director of corporate finance and cash management of the Seller.

“Operating Expense” has the meaning specified in Section 1.01(a) of the Bond Indenture.

“Opinion of Counsel” means one or more written opinions of counsel who may be an employee of or counsel to the party providing such opinion of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion of counsel.

“Outstanding Amount” has the meaning specified in Section 1.01(a) of the Bond Indenture.

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

“Phase-In-Costs” has the meaning specified in Section 4928.23(J) of the Statute and the final Financing Order.

“Phase-In-Recovery Charge” means the Seller’s Phase-In-Recovery Charge designated pursuant to the Financing Order, as the same may be adjusted from time to time as provided in the Financing Order.

“Phase-In-Recovery Charge Collections” has the meaning specified in Section 1.01 of the Servicing Agreement.

“Phase-In-Recovery Property” means the phase-in-recovery property that is created simultaneous with the sale of such property by the Seller to the Bond Issuer and continues to exist pursuant to and in accordance with paragraph VI.A(6) of the Financing Order and Sections 4928.232, 4928.234 and 4928.2312 of the Statute.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“PUCO Regulations” has the meaning specified in Section 1.01 of the Servicing Agreement.

“Rating Agencies” means, collectively, S&P, Moody’s and Fitch.

“Seller” has the meaning set forth in the preamble of this Agreement.

“Servicer Default” means an event specified in Section 7.01 of the Servicing Agreement.

“Servicing Agreement” means the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 between The Toledo Edison Company, as Servicer, and the Bond Issuer, as amended and supplemented from time to time.

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

“Statute” means O.R.C. Sections 4928.23 through 4928.2318.

“Statutory Lien” means the lien on the Phase-In-Recovery Property created by Section 4928.2312 of the Statute and the final Financing Order.

“Trust” or “Certificate Issuer” means FirstEnergy Ohio PIRB Special Purpose Trust 2013, a Delaware statutory trust.

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

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“Underwriting Agreement” means the Underwriting Agreement dated as of June 12, 2013 among the Trust, the Bond Issuer, The Cleveland Electric Illuminating Company, Ohio Edison Company, The Toledo Edison Company, CEI Funding LLC, OE Funding LLC and the underwriters named therein.

Section 1.02. Other Definitional Provisions.

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

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

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

ARTICLE II. CONVEYANCE OF PHASE-IN-RECOVERY PROPERTY

Section 2.01. Conveyance of Phase-In-Recovery Property. In consideration of the Bond Issuer’s delivery to or upon the order of the Seller of $43,154,207.67 (such amount net of underwriting discounts), the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Bond Issuer, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the Phase-In-Recovery Property (such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) and copies of all books and records related thereto. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 4928.2313 of the Statute, shall be treated as an absolute transfer and true sale of all of the Seller’s right, title and interest in (as in a true sale), and not as a pledge or secured transaction relating to, or other financing of, the Phase-In-Recovery Property. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 4928.2313 of the Statute, then such sale, transfer, assignment, setting over and conveyance shall be treated as the creation of a security interest in the Phase-In-Recovery Property and, without prejudice to its position that it has absolutely transferred all of its right, title and interest in and to the Phase-In-Recovery Property to the Bond Issuer, the Seller hereby Grants to the Bond Issuer a security interest in the Phase-In-Recovery Property (including, to the fullest extent permitted by the Statute, the assignment of all revenues, collections, claims, payments, money or proceeds of or arising from the Phase-In-Recovery Charge pursuant to the Financing Order) to secure a payment obligation incurred by the Seller in respect of the amount paid by the Bond Issuer to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). A UCC-1 financing statement will be filed in order to perfect the Back-Up Security Interest. Such sale, transfer, assignment, setting over and conveyance of the Phase-In-Recovery Property includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Phase-In-Recovery Property.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to Section 3.09 hereof, the Seller makes the following representations and warranties, as of the Closing Date, on which the Bond Issuer has relied in acquiring the Phase-In-Recovery Property.

Section 3.01. Organization and Good Standing. The Seller is duly organized and validly existing as a corporation in good standing under the laws of the State of Ohio, with the requisite corporate power and authority to own its properties as such properties are currently owned and to conduct its business as such business is now conducted by it, and has the requisite corporate power and authority to own the Phase-In-Recovery Property.

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

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

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

Section 3.05. No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not: (i) conflict with or result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or code of regulations of the Seller, or any material indenture, agreement or other instrument to which the Seller is a party or by which it is bound; (ii) result in the creation or imposition of any Lien upon any of the Seller’s properties pursuant to the terms of any such indenture, agreement or other instrument (other than any Lien that may be Granted under the Basic Documents or the Statutory Lien); or (iii) violate any existing law or any existing order, rule or regulation applicable to the Seller of any federal or state court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties.

Section 3.06. No Proceedings. There are no proceedings or investigations pending and, to the Seller’s knowledge, there are no proceedings or investigations threatened, before any federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties involving or relating to the Seller or the Bond Issuer or, to the Seller’s knowledge, any other Person: (i) asserting the invalidity of this Agreement, the Statute or the Financing Order, (ii) seeking to prevent the consummation of the transactions contemplated by this Agreement or the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic Documents, the Bonds or the Certificates, or the validity of the Statute or the Financing Order or (iv) seeking to adversely affect the federal or state income tax classification of the Bonds [or the Certificates] as debt.

Section 3.07. Approvals. No approval, authorization, consent, order or other action of, or filing with, any federal or state court, regulatory body, administrative agency or other governmental instrumentality is required in connection with the execution and delivery by the Seller of this Agreement, the performance by the Seller of the transactions contemplated hereby or the fulfillment by the Seller of the terms hereof, except those that have been obtained or made and those that the Seller, in its capacity as Servicer under the Servicing Agreement, is required to make in the future pursuant to the Servicing Agreement.

Section 3.08. The Phase-In-Recovery Property.

(a) Title. It is the intention of the parties hereto that the transfer and assignment herein contemplated constitute a sale of the Phase-In-Recovery Property from the Seller to the Bond Issuer and that no interest in, or title to, the Phase-In-Recovery Property shall be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No portion of the Phase-In-Recovery Property has been sold, transferred, assigned or pledged by the Seller to any Person other than the Bond Issuer. On the Closing Date, immediately upon the sale hereunder, the Seller has transferred, sold and conveyed the Phase-In-Recovery Property to the Bond Issuer, free and clear of all Liens, except for the Statutory Lien and any Lien that may be Granted under the Basic Documents, and pursuant to Section 4928.2313 of the Statute such transfer shall be treated as an absolute transfer of all of the Seller’s right, title and interest (as in a true sale), and not as a pledge or other financing of, the Phase-In-Recovery Property.

(b) Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the Phase-In-Recovery Property has been validly transferred and sold to the Bond Issuer, the Bond Issuer shall own all such Phase-In-Recovery Property free and clear of all Liens (except for the Statutory Lien and any Lien that may be Granted under

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the Basic Documents) and all filings to be made by the Seller (including filings with the PUCO under the Statute) necessary in any jurisdiction to give the Bond Issuer a valid, perfected ownership interest (subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents) in, and for the Grant by the Bond Issuer to the Bond Trustee of a valid, first priority perfected security interest (except for the Statutory Lien and any Lien that may be Granted under the Basic Documents) in, the Phase-In-Recovery Property have been made. No further action is required to maintain such ownership interest or the Bond Trustee’s perfected security interest (in each case, subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents). Filings have also been made to the extent required in any jurisdiction to perfect the Back-Up Security Interest Granted by the Seller to the Bond Issuer (subject to the Statutory Lien and any Lien that may be Granted under the Basic Documents).

(c) Financing Order and Issuance Advice Letter; Other Approvals. On the Closing Date, under the laws of the State of Ohio and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the Phase-In-Recovery Property has been created is in full force and effect; (ii) the Bondholders are entitled to the protections of the Statute, and the Financing Order is not revocable by the PUCO; (iii) the State of Ohio may not take or permit any action that impairs the value of the Phase-In-Recovery Property or revise the Phase-In-Costs for which recovery is authorized under the Financing Order or, except for periodic adjustments allowed in accordance with the adjustment mechanism in Section 4928.238 of the Statute, reduce, alter or impair Phase-In-Recovery Charges that are imposed, charged, collected or remitted for the benefit of the Bondholders in a manner that would substantially impair the rights of the Bondholders, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in full; (iv) the PUCO may not, either by rescinding, altering or amending the Financing Order, in any way reduce, impair, postpone or terminate the Phase-In-Recovery Charge or impair the Phase-In-Recovery Property or the collection or recovery of the Phase-In-Costs, absent a demonstration by the State of Ohio that an impairment is a reasonable exercise of its sovereign power and of a character reasonable and appropriate to the public purpose justifying such action, until the Bonds, together with interest thereon, and all other approved Financing Costs are paid and performed in full; (v) the process by which the Financing Order was adopted and approved, and the Financing Order and Issuance Advice Letter themselves, comply with all applicable laws, rules and regulations; (vi) the Issuance Advice Letter has been filed in accordance with the Financing Order; and (vii) no other approval, authorization, consent, order or other action of, or filing with, any court, Federal or state regulatory body, administrative agency or other governmental instrumentality is required in connection with the creation or sale of the Phase-In-Recovery Property, except those that have been obtained or made and are in full force and effect.

(d) Assumptions. On the Closing Date, based upon the information available to the Seller on the Closing Date, the assumptions used in calculating the initial Phase-In-Recovery Charge are reasonable and are made in good faith. Notwithstanding the foregoing, the Seller makes no representation or warranty that the assumptions used in calculating such Phase-In-Recovery Charge will in fact be realized.

(e) Creation of Phase-In-Recovery Property. Upon the sale by the Seller to the Bond Issuer of all of its right, title and interest in the Phase-In-Recovery Property (i) there will arise and constitute an existing present property right and interest in such Phase-In-Recovery Property which shall continue to exist until such time as the Bonds, together with interest thereon, and all other approved Financing Costs are paid in full; (ii) the creation of the Seller’s Phase-In-Recovery Property is confirmed and is simultaneous with the sale by the Seller to the Bond Issuer of such Phase-In-Recovery Property; (iii) the Phase-In-Recovery Property includes the right, title and interest in and to all revenues, collections, claims, payments, money, or proceeds of or arising from the Phase-In-Recovery Charge, as adjusted from time to time pursuant to the Financing Order, and all rights to obtain adjustments to the Phase-In-Recovery Charge pursuant to the Financing Order; and (iv) the owner of the Phase-In-Recovery Property is legally entitled to collect payments in respect of the Phase-In-Recovery Charge in the aggregate sufficient, subject to the Cap to the extent applicable, to pay the interest on and principal of the Bonds, to pay the fees and expenses incurred by or allocable to the Bond Issuer in connection with servicing the Bonds and an allocable portion of the Certificates, and to replenish the Capital Subaccount to the Required Capital Level until the Bonds, together with interest thereon, and all other approved Financing Costs are paid in full. Notwithstanding the foregoing, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates.

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(f) Prospectus. As of the date hereof, the information describing the Seller in “The Sponsors, Sellers, Initial Servicers and Depositors” section of the prospectus dated June 12, 2013 offering the Bonds, the bonds issued by CEI Funding LLC and OE Funding LLC and the Certificates is correct in all material respects.

Section 3.09. Limitations on Representations and Warranties. Without prejudice to any of the other rights of the parties, the Seller will not be in breach of any representation or warranty as a result of a change in law by means of a legislative enactment, constitutional amendment or voter initiative or referendum. Notwithstanding anything to the contrary in this Agreement, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates or that the assumptions used in calculating the Phase-In-Recovery Charge will in fact be realized nor shall the Seller be obligated to reduce, or accept a reduction of, any rates or charges to which it would otherwise be entitled in respect of services rendered or to be rendered to Customers in order to permit the payment of the Phase-In-Recovery Charge.

ARTICLE IV. COVENANTS OF THE SELLER

Section 4.01. Corporate Existence. So long as any of the Bonds are outstanding, except as provided under Section 5.02, the Seller (a) will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its organization and (b) will obtain and preserve its qualification to do business, in each case to the extent that in each such jurisdiction such existence or qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Basic Documents to which the Seller is a party and each other instrument or agreement to which the Seller is a party necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby.

Section 4.02. No Liens. Except for the conveyances hereunder or the Statutory Lien or the Back-Up Security Interest, the Seller will not sell, pledge, assign or transfer, or Grant, create, or incur any Lien on, any of the Phase-In-Recovery Property, or any interest therein, and the Seller shall defend the right, title and interest of the Bond Issuer and the Bond Trustee in, to and under the Phase-In-Recovery Property against all claims of third parties claiming through or under the Seller. The Toledo Edison Company, in its capacity as Seller, will not at any time assert any Lien against, or with respect to, any of the Phase-In-Recovery Property.

Section 4.03. Delivery of Collections. If the Seller receives any payments in respect of the Phase-In-Recovery Charge or the proceeds thereof when it is not acting as the Servicer, the Seller agrees to pay to the Servicer all payments received by it in respect thereof as soon as practicable after receipt thereof by it.

Section 4.04. Notice of Liens. The Seller shall notify the Bond Issuer and the Bond Trustee promptly after becoming aware of any Lien Granted on any of the Phase-In-Recovery Property, other than the conveyances hereunder, any Lien under the Basic Documents or the Statutory Lien or for the benefit of the Bond Issuer.

Section 4.05. Compliance with Law. The Seller hereby agrees to comply with its organizational and governing documents and all laws, treaties, rules, regulations and determinations of any governmental instrumentality applicable to it, except to the extent that failure to so comply would not adversely affect the Bond Issuer’s or the Bond Trustee’s interests in the Phase-In-Recovery Property or under any of the other Basic Documents to which the Seller is party or the Seller’s performance of its obligations hereunder or under any of the other Basic Documents to which it is party.

Section 4.06. Covenants Related to Bonds and Phase-In-Recovery Property.

(a) So long as any of the Bonds are outstanding, the Seller shall treat the Bonds as debt of the Bond Issuer and not of the Seller, except for financial accounting or tax reporting purposes.

(b) So long as any of the Bonds are outstanding, the Seller shall indicate in its financial statements that it is not the owner of the Phase-In-Recovery Property and shall disclose the effects of all transactions between the Seller and the Bond Issuer in accordance with generally accepted accounting principles.

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(c) So long as any of the Bonds or Certificates are outstanding, the Seller shall not own or purchase any Bonds or Certificates.

(d) The Seller agrees that, upon the transfer and sale by the Seller of the Phase-In-Recovery Property to the Bond Issuer pursuant to this Agreement, (i) to the fullest extent permitted by law, including applicable PUCO Regulations, the Bond Issuer shall have all of the rights originally held by the Seller with respect to the Phase-In-Recovery Property, including the right (subject to the terms of the Servicing Agreement) to exercise any and all rights and remedies to collect any amounts payable by any Customer in respect of the Phase-In-Recovery Property, notwithstanding any objection or direction to the contrary by the Seller and (ii) any payment by any Customer to the Bond Issuer shall discharge such Customer’s obligations in respect of the Phase-In-Recovery Property to the extent of such payment, notwithstanding any objection or direction to the contrary by the Seller.

(e) So long as any of the Bonds are outstanding, (i) the Seller shall not make any statement or reference in respect of the Phase-In-Recovery Property that is inconsistent with the ownership thereof by the Bond Issuer (other than for financial accounting or tax reporting purposes), and (ii) the Seller shall not take any action in respect of the Phase-In-Recovery Property except solely in its capacity as the Servicer thereof pursuant to the Servicing Agreement or as otherwise contemplated by the Basic Documents.

Section 4.07. Protection of Title. The Seller shall execute and file such filings, including filings with the PUCO pursuant to the Statute and UCC filings, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the ownership interest of the Bond Issuer, and the security interest of the Bond Trustee, in the Phase-In-Recovery Property and the Back-Up Security Interest, including all filings required under the Statute and the applicable UCC relating to the transfer of the ownership interest in the Phase-In-Recovery Property by the Seller to the Bond Issuer, the Granting of a security interest in the Phase-In-Recovery Property by the Bond Issuer to the Bond Trustee, and the Back-Up Security Interest, and the continued perfection of such ownership interest, security interest and the Back-Up Security Interest. The Seller shall deliver (or cause to be delivered) to the Bond Trustee (with copies to the Bond Issuer) file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of their obligations or duties under the Statute or the Financing Order, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary (i) to protect the Bond Issuer, the Bond Trustee, the Bondholders, and any of their respective affiliates, officials, directors, employees, and agents from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation set forth in Article III or (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Statute, the Financing Order, the Issuance Advice Letter, any other Adjustment Request (as defined in the Servicing Agreement), or the rights of Bondholders by executive action, legislative enactment or constitutional amendment that would be adverse to the Bond Issuer, the Bond Trustee or the Bondholders. If the Servicer performs its obligations under Section 5.02(d) of the Servicing Agreement in all respects, such performance shall be deemed to constitute performance of the Seller’s obligations pursuant to clause (ii) of the immediately preceding sentence. In such event, the Seller agrees to assist the Servicer as reasonably necessary to perform its obligations under Section 5.02(d) of the Servicing Agreement in all respects. The costs of any such actions or proceedings shall be payable from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture. The Seller’s obligations pursuant to this Section 4.07 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) of the Bond Indenture may be delayed (it being understood that the Seller may be required to advance its own funds to satisfy its obligations hereunder).

Section 4.08. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to the Seller pursuant to Section 4928.2310 of the Statute, the Seller solely in its capacity as a creditor of the Bond Issuer shall not, prior to the date which is one year and one day after the termination of the Bond Indenture, petition or otherwise invoke or cause the Bond Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer under any Federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or any substantial part of the property of the Bond Issuer, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer.

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

Section 4.10. Additional Sales of Phase-In-Recovery Property. So long as any of the Bonds are outstanding, the Seller shall not sell any “phase-in-recovery property” (as defined in the Statute) to secure another issuance of phase-in-recovery bonds (as defined in the Statute) if it would cause the then existing ratings on the Certificates from the Rating Agencies to be downgraded.

Section 4.11. Issuance Advice Letter. The Seller hereby agrees not to withdraw the filing of the Issuance Advice Letter with the PUCO.

ARTICLE V. THE SELLER

Section 5.01. Liability of Seller; Indemnities.

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

(b) Intentionally Omitted.

(c) The Seller shall indemnify the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and, the Bondholders for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders solely as a result of their ownership of Bonds) that may at any time be imposed on or asserted against any such Person under existing law as of the Closing Date as a result of the sale of the Phase-In-Recovery Property to the Bond Issuer, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(c) solely through a cause of action brought for their benefit by the Bond Trustee.

(d) The Seller shall indemnify the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer, and the Bondholders for, and defend and hold harmless each such Person from and against, any and all taxes that may be imposed on or asserted against any such Person under existing law as of the Closing Date as a result of the issuance and sale by the Bond Issuer of the Bonds, the issuance and sale by the Trust of the Bond Issuer’s allocable portion of the Certificates or the other transactions contemplated herein, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this Section 5.01(d) solely through a cause of action brought for their benefit by the Bond Trustee. The Seller shall be reimbursed for any payments under this Section 5.01(d) from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture.

(e) The Seller shall indemnify the Bond Issuer and the Bondholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, actions, suits, claims, damages, payments, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against each such Person as a result of (i) the Seller’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement, or (ii) the Seller’s breach in any material respect of any of its representations and warranties contained in this Agreement, except in the case of both clauses (i) and (ii) to the extent of Losses either resulting from the willful misconduct or gross negligence of such indemnified person or resulting from a breach of a representation and warranty made by such indemnified person in any of the Basic Documents that gives rise to the Seller’s breach; provided, however, that the Bondholders shall be entitled to enforce their rights against the Seller under this indemnification solely through a cause of action brought for their benefit by the Bond Trustee;

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

(g) Without prejudice to any of the other rights of the parties, the Seller will not be in breach of any representation or warranty as a result of a change in law by means of a legislative enactment, constitutional amendment or voter initiative. Notwithstanding anything to the contrary in this Agreement, the Seller makes no representation or warranty that any amounts actually collected in respect of the Phase-In-Recovery Charge will in fact be sufficient to meet payment obligations with respect to the Bonds and, hence, the Bond Issuer’s allocable portion of the Certificates or that the assumptions used in calculating the Phase-In-Recovery Charge will in fact be realized nor shall the Seller be obligated to reduce, or accept a reduction of, any rates or charges to which it would otherwise be entitled in respect of services rendered or to be rendered to customers in order to permit the payment of the Phase-In-Recovery Charge.

(h) The Seller shall indemnify and hold harmless the Bond Trustee, the Delaware Trustee, the Certificate Trustee, the Certificate Issuer and any of their respective affiliates, officials, officers, directors, employees and agents (each an “Indemnified Person”) against any and all Losses incurred by any of such Indemnified Persons as a result of (i) the Seller’s willful misconduct or gross negligence in the performance of its duties or observance of its covenants under this Agreement or (ii) the Seller’s breach in any material respect of any of its representations and warranties contained in this Agreement, except in the case of both clauses (i) and (ii) to the extent of Losses either resulting from the willful misconduct or negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Seller, which consent shall not be unreasonably withheld. The obligations of the Seller under this Section 5.01(h) shall survive the resignation or removal of the foregoing trustees and the termination of the Basic Documents. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Seller under this Section 5.01(h), notify the Seller in writing of such involvement. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(h) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(h), the Seller shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Seller of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Seller shall be entitled to appoint counsel of the Seller’s choice at the Seller’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Seller under this Section 5.01(h) (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Seller’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Seller shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the Seller to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller, (iii) the Seller shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Seller will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or

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proceeding in respect of which indemnification may be sought under this Section 5.01(h) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

(i) The remedies of the Bond Issuer and the Bondholders provided in this Agreement are each such Person’s sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement.

Section 5.02. Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller hereunder, shall be the successor to the Seller under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) if the Seller is the Servicer, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Bond Issuer and the Bond Trustee an Officers’ Certificate stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have delivered to the Bond Issuer and the Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (B) either (1) all filings to be made by the Seller, including filings with the PUCO pursuant to the Statute and under the applicable UCC, have been executed and filed that are necessary to fully preserve and protect the interests of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery Property and reciting the details of such filings, or (2) no such action shall be necessary to preserve and protect such interests and (iv) the Rating Agencies shall have received prior written notice of such transaction from the Seller. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the Seller in accordance with the terms of this Section 5.02, then upon satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from all of its obligations hereunder.

Section 5.03. Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder.

ARTICLE VI. MISCELLANEOUS PROVISIONS

Section 6.01. Amendment. This Agreement may be amended by the Seller and the Bond Issuer, with (a) ten Business Days’ prior written notice given to the Rating Agencies, (b) the prior written consent of the Bond Trustee, and (c) if any amendment would adversely affect in any material respect the interests of any Bondholder, the prior written consent of a majority of the Outstanding Amount of the Bonds affected thereby.

It shall not be necessary for the consent of Bondholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

Prior to the execution of any amendment to this Agreement, the Bond Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and all conditions precedent have been satisfied. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise.

The Bond Issuer shall provide a copy of any amendment to this Agreement to the Bond Trustee and the Rating Agencies promptly after the execution thereof.

Section 6.02. Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any

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such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Seller, to:

The Toledo Edison Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk,

Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(b) if to the Bond Issuer, to:

TE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk,

Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

(d) if to Moody’s, to:

Moody’s Investors Service, Inc.

25^th Floor, 7 World Trade Center, 250 Greenwich

New York, NY 10007

Attention: ABS/RMBS Monitoring Department

Email: ServicerReports@moodys.com

Facsimile: (212) 553-0573

Telephone: (212) 553-3686

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(e) if to S&P, to:

Standard & Poor’s Rating Services

55 Water Street

New York, NY 10041

Attention: Structured Credit Surveillance

Telephone: (212) 438-8991

E-mail: servicer-reports@standardandpoors.com

(f) if to Fitch, to:

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: (212) 908-0500

Facsimile: (212) 908-0355

(g) if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: 312-332-7996

Telephone: 312-332-7496

E-Mail: melissa.rosal@usbank.com

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

Section 6.03. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 5.02 and Section 6.09, this Agreement may not be assigned by the Seller.

Section 6.04. Limitations on Rights of Third Parties. The provisions of this Agreement are solely for the benefit of the Seller, the Bond Issuer, the Bondholders, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement, except that the Bondholders shall be entitled to enforce their rights against the Seller under this Agreement solely through a cause of action brought for their benefit by the Bond Trustee. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 6.05. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 6.06. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

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Section 6.07. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 6.08. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Ohio, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 6.09. Collateral Assignment to Bond Trustee. The Seller hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer to the Bond Trustee pursuant to the Bond Indenture for the benefit of the Bondholders and the Bond Trustee of all right, title and interest of the Bond Issuer in, to and under the Phase-In-Recovery Property and the proceeds thereof and all other Collateral (including, without limitation all of the Bond Issuer’s rights hereunder) and to the subsequent Grant of a security interest and collateral assignment by the Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s right, title and interest in the Bonds, and all rights of the Certificate Trustee or the Certificate Issuer, as sole holder of the Bonds in and to the Collateral of the Bond Issuer and any proceeds thereof, including, without limitation, all of the Bond Issuer’s rights hereunder.

Section 6.10. Rule 17g-5 Compliance. The Seller and Bond Issuer agree that any notice, report, document or other information provided by the Seller or Bond Issuer to any Rating Agency under this Agreement or any other Basic Document to which it is a party, for the purpose of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency, shall be provided, substantially concurrently, to the Servicer for posting on the 17g-5 Website.

[SIGNATURE PAGE FOLLOWS.]

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

TE FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
THE TOLEDO EDISON COMPANY, as Seller
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Phase-In-Recovery Purchase and Sale Agreement

EX-10.12

EXHIBIT 10.12

Execution Version

CEI FUNDING LLC,

as Bond Issuer

AND

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY,

as Servicer

PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT

Dated as of June 20, 2013

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		5
ARTICLE II. APPOINTMENT AND AUTHORIZATION			5
Section 2.01.	Appointment of Servicer; Acceptance of Appointment		5
Section 2.02.	Authorization		5
Section 2.03.	Dominion and Control Over the Phase-In-Recovery Property		6
ARTICLE III. BILLING SERVICES			6
Section 3.01.	Duties of Servicer		6
Section 3.02.	Servicing and Maintenance Standards		7
Section 3.03.	Certificate of Compliance		8
Section 3.04.	Annual Report by Independent Registered Public Accountants		8
ARTICLE IV. SERVICES RELATED TO TRUE-UP ADJUSTMENTS; REMITTANCES AND RECONCILIATIONS			9
Section 4.01.	True-Up Adjustments		9
Section 4.02.	Limitation of Liability		10
Section 4.03.	Remittances; Reconciliations		10
ARTICLE V. THE PHASE-IN-RECOVERY PROPERTY			11
Section 5.01.	Custody of Phase-In-Recovery Property Records		11
Section 5.02.	Duties of Servicer as Custodian		11
Section 5.03.	Instructions; Authority to Act		12
Section 5.04.	Effective Period and Termination		12
Section 5.05.	Third-Party Billers		12
Section 5.06.	Custodian’s Indemnification		12
ARTICLE VI. THE SERVICER			13
Section 6.01.	Representations and Warranties of Servicer		13
Section 6.02.	Indemnities of Servicer		14
Section 6.03.	Limitation on Liability of Servicer and Others		15
Section 6.04.	Merger or Consolidation of, or Assumption of the Obligations of, Servicer		16
Section 6.05.	The Cleveland Electric Illuminating Company Not to Resign as Servicer		16
Section 6.06.	Servicing Compensation		16
Section 6.07.	Compliance with Applicable Law		17
Section 6.08.	Access to Certain Records and Information Regarding Phase-In-Recovery Property		17
Section 6.09.	Appointments		17
Section 6.10.	No Servicer Advances		17
Section 6.11.	Maintenance of Operations		17
ARTICLE VII. DEFAULT			17
Section 7.01.	Servicer Default		17
Section 7.02.	Appointment of Successor		18
Section 7.03.	Waiver of Past Defaults		19
Section 7.04.	Notice of Servicer Default		19
ARTICLE VIII. MISCELLANEOUS PROVISIONS			19
Section 8.01.	Amendment		19
Section 8.02.	Maintenance of Accounts and Records		20
Section 8.03.	Notices		20
Section 8.04.	Assignment		21

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Section 8.05.	Limitations on Rights of Third Parties	21
Section 8.06.	Severability	22
Section 8.07.	Separate Counterparts	22
Section 8.08.	Headings	22
Section 8.09.	Governing Law	22
Section 8.10.	Collateral Assignment to Bond Trustee	22
Section 8.11.	Nonpetition Covenant	22
Section 8.12.	Rule 17g-5 Compliance	22

EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Servicer Certificate
Exhibit A-2	Certificate of Compliance
Exhibit B	Form of Semiannual True-Up Filing
Exhibit C	Form of Monthly Servicer Certificate
Exhibit D	Form of Semiannual Servicer Certificate
Exhibit E	Form of Semiannual Reconciliation
Schedule 4.01(a)	Expected Amortization Schedule

ANNEXES

Annex I	Servicing Procedures
Schedule A to Annex I	Additional Servicing Procedures Applicable to TPBs

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This PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT, dated as of June 20, 2013, is between CEI Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and The Cleveland Electric Illuminating Company, an Ohio corporation.

RECITALS

Pursuant to the Statute and the Financing Order, the Seller and the Bond Issuer are concurrently entering into the Sale Agreement pursuant to which the Seller is selling to the Bond Issuer the Seller’s Phase-In-Recovery Property created pursuant to the Statute and the Financing Order.

In connection with the Bond Issuer’s ownership of the Phase-In-Recovery Property and in order to collect the Phase-In-Recovery Charge, the Bond Issuer desires to engage the Servicer to carry out the functions described herein. The Servicer currently performs similar functions for itself with respect to its own charges to its customers and for others. In addition, the Bond Issuer desires to engage the Servicer to act on its behalf in obtaining True-Up Adjustments from the PUCO. The Servicer desires to perform all of these activities on behalf of the Bond Issuer.

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

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Adjustment Request” means any filing made with the PUCO by the Servicer on behalf of the Bond Issuer to set or adjust the Phase-In-Recovery Charge, including the Issuance Advice Letter or a Semiannual True-Up Filing.

“Administrative Trustee” means The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, collectively (in each case, in its capacity as a servicer).

“Agreement” means this Phase-In-Recovery Property Servicing Agreement, together with all Exhibits, Schedules and Annexes hereto, as the same may be amended and supplemented from time to time.

“Annual Accountant’s Report” has the meaning set forth in Section 3.04.

“Bills” means each of the regular monthly bills, summary bills and other bills issued to Customers by The Cleveland Electric Illuminating Company on its own behalf and in its capacity as Servicer or by a TPB.

“Bond Indenture” means the Bond Indenture, dated as of June 20, 2013, between the Bond Issuer and the Bond Trustee, as the same may be amended and supplemented from time to time.

“Bond Issuer” has the meaning set forth in the preamble to this Agreement.

“Certificate of Compliance” means the certificate referred to in Section 3.03.

“Closing Date” means June 20, 2013.

“Customers” means all classes of retail users of the Seller’s distribution system within its geographic service territory at any given time.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013 by U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustee, CEI Funding LLC, OE Funding LLC and TE Funding LLC, as the same may be further amended and supplemented from time to time.

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“Deemed Phase-In-Recovery Charge Payments” means the payments in respect of the Phase-In-Recovery Charge, which are deemed to have been received by the Servicer, directly or indirectly (including through any TPB), from or on behalf of Customers, calculated in accordance with Annex I hereto.

“Estimated Phase-In-Recovery Charge Payments” means the estimated payments in respect of the Phase-In-Recovery Charge, which are deemed to have been received by the Servicer, directly or indirectly (including through any TPB), from or on behalf of Customers, calculated in accordance with Annex I hereto.

“Expected Amortization Schedule” means Schedule 4.01(a) hereto.

“Financing Order” means the order of the PUCO issued on October 10, 2012, as amended by the entry on rehearing issued by the PUCO on December 19, 2012 and as further amended by the entry nunc pro tunc issued by the PUCO on January 9, 2013.

“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.

“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 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 60 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.

“Issuance Advice Letter” means the initial Issuance Advice Letter, dated June 13, 2013, filed by the Servicer with the PUCO pursuant to the Financing Order.

“Losses” has the meaning assigned to that term in Section 6.02(b).

“Monthly Servicer Certificate” has the meaning assigned to that term in Section 4.01(d)(ii).

“Officer’s Certificate” means a certificate of the Servicer signed by a Responsible Officer.

“Opinion of Counsel” means one or more written opinions of counsel who may be an employee of or counsel to the party providing such opinion(s) of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion(s) of counsel.

“Phase-In-Recovery Charge” means the Seller’s Phase-In-Recovery Charge designated pursuant to the Financing Order, as the same may be adjusted from time to time as provided in the Financing Order.

“Phase-In-Recovery Charge Collections” means the Estimated Phase-In-Recovery Charge Payments remitted to the Collection Account.

“Phase-In-Recovery Property” means the phase-in-recovery property that is created simultaneous with the sale of such property by the Seller to the Bond Issuer and continues to exist pursuant to and in accordance with paragraph VI.A(6) of the Financing Order and Sections 4928.232, 4928.234 and 4928.2312 of the Statute and is sold by the Seller to the Bond Issuer under the Sale Agreement.

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“Phase-In-Recovery Property Records” has the meaning assigned to that term in Section 5.01.

“Principal Balance” means, as of any Payment Date, the sum of the outstanding principal amount of the Bonds.

“Projected Principal Balance” means, as of any Payment Date, the sum of the projected outstanding principal amount of the Bonds for such Payment Date set forth in the Expected Amortization Schedule.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“PUCO Regulations” means all regulations, rules, tariffs and laws applicable to public utilities or TPBs, as the case may be, and promulgated by, enforced by or otherwise within the jurisdiction of the PUCO.

“Rating Agency Condition” means, with respect to any action, not less than ten Business Days’ prior written notification to each Rating Agency of such action, and written confirmation from each of Standard & Poor’s and Moody’s to the Servicer, the Bond Trustee and the Bond Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Bonds and that prior to the taking of the proposed action no other Rating Agency shall have provided written notice to the Bond Issuer that such action has resulted or would result in the suspension, reduction or withdrawal of the then current rating of any Tranche of Bonds; provided, that if within such ten Business Day period, any Rating Agency (other than Standard & Poor’s) has neither replied to such notification nor responded in a manner that indicates that such Rating Agency is reviewing and considering the notification, then (i) the Bond Issuer shall be required to confirm that such Rating Agency has received the Rating Agency Condition request, and if it has, promptly request the related Rating Agency Condition confirmation and (ii) if the Rating Agency neither replies to such notification nor responds in a manner that indicates it is reviewing and considering the notification within five Business Days following such second request, the applicable Rating Agency Condition requirement shall not be deemed to apply to such Rating Agency. For the purposes of this definition, any confirmation, request, acknowledgment or approval that is required to be in writing may be in the form of electronic mail or a press release (which may contain a general waiver of a Rating Agency’s right to review or consent).

“Rating Agency” means, collectively, Moody’s, Standard & Poor’s and Fitch. 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 Bond Issuer, notice of which designation shall be given to the Bond Trustee, the Certificate Trustee and the Servicer.

“Reconciliation Period” means the semiannual periods commencing on April 1 and October 1 of each year and ending on September 30 and March 31, respectively, of each year; provided, however, that the initial Reconciliation Period shall commence on the Closing Date and end on or before the date which is 12 months after the Closing Date.

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

“Remittance” means each remittance hereunder of Estimated Phase-In-Recovery Charge Payments by the Servicer to the Bond Trustee.

“Remittance Date” means each Servicer Business Day on which a Remittance is to be made by the Servicer pursuant to Section 4.03.

“Remittance Excess” means the amount, if any, calculated for a particular Reconciliation Period, by which all Phase-In-Recovery Charge Collections during such Reconciliation Period exceed Deemed Phase-In-Recovery Charge Payments during such Reconciliation Period.

“Remittance Period” means the semiannual periods commencing on January 1 and July 1 of each year and ending on June 30 and December 31, respectively, of each year; provided, however, that the initial Remittance Period shall commence on the Closing Date and end on or before the date which is three months after the end of the initial Reconciliation Period.

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“Remittance Shortfall” means the amount, if any, calculated for a particular Reconciliation Period, by which Deemed Phase-In-Recovery Charge Payments during such Reconciliation Period exceed Phase-In-Recovery Charge Collections during such Reconciliation Period.

“Required Debt Service” means, for any Remittance Period, the total dollar amount calculated by the Servicer in accordance with Section 4.01(b)(i) as necessary to be remitted to the Collection Account during such Remittance Period (after giving effect to (a) the allocation and distribution of amounts on deposit in the Excess Funds Subaccount at the time of calculation and which are available for payments on the Bonds, (b) any shortfalls in Required Debt Service for any prior Remittance Period, (c) the required payment or credit of any Remittance Excess or Remittance Shortfall during such Remittance Period and (d) any Remittances based upon the Phase-In-Recovery Charge in effect in the prior Remittance Period that are expected to be realized in such Remittance Period) in order to ensure that, as of the Payment Date immediately following the end of such period, (i) all accrued and unpaid interest on the Bonds then due shall have been paid in full, (ii) the Principal Balance of the Bonds is equal to the Projected Principal Balance of the Bonds for that Payment Date, (iii) the balance on deposit in the Capital Subaccount equals the Required Capital Level, and (iv) all other fees, expenses and indemnities due and owing and required or allowed to be paid under Section 8.02 of the Bond Indenture as of such date shall have been paid in full; provided, however, that, with respect to any True-Up Adjustment occurring after the last Scheduled Maturity Date for any Bonds, the Required Debt Service shall be calculated to ensure that sufficient amounts will be collected to retire such Bonds in full as of the earlier of (x) the next Payment Date and (y) the Final Maturity Date for such Bonds.

“Responsible Officer” means the chief executive officer, the president, any vice president, the treasurer, any assistant treasurer, the clerk, any assistant clerk, the controller or the director of corporate finance and cash management of the Servicer.

“Retirement of the Bonds” means the day on which the final payment is made to the Bond Trustee in respect of the last outstanding Bond.

“Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between The Cleveland Electric Illuminating Company, as Seller, and the Bond Issuer, as the same may be amended and supplemented from time to time.

“Seller” means The Cleveland Electric Illuminating Company, an Ohio corporation, and its permitted successors and assigns under the Sale Agreement.

“Semiannual Servicer Certificate” has the meaning assigned to that term in Section 4.01(d)(iii).

“Semiannual True-Up Filing” means an adjustment request filed with the PUCO on or prior to November 1 and May 1 in each year (after the initial adjustment request to be filed with the PUCO within 12 months after the issuance date of the Bonds, which initial adjustment request shall also constitute a Semiannual True-Up Filing), in respect of an adjustment request; provided that during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date, “Semiannual True-Up Filing” means a True-Up Adjustment filed as frequently as monthly. Unless otherwise ordered by the PUCO, a Semiannual True-Up Filing will become effective on a service tendered basis sixty (60) days after the filing with the PUCO.

“Servicer” means The Cleveland Electric Illuminating Company, as the servicer of the Phase-In-Recovery Property, or each successor (in the same capacity) pursuant to Section 6.04 or 7.02.

“Servicer Business Day” means any Business Day on which the Servicer’s offices in the State of Ohio are open for business.

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“Servicer Default” means an event specified in Section 7.01.

“Servicing Fee” has the meaning set forth in Section 6.06(a).

“Sponsor” means The Cleveland Electric Illuminating Company, an Ohio corporation, and its permitted successors and assigns under the Sale Agreement.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

“Termination Notice” has the meaning assigned to that term in Section 7.01.

“TPB” means a third party who bills and collects the Phase-In-Recovery Charge to and from Customers in accordance with the Statute, PUCO Regulations and any order of the PUCO.

“True-Up Adjustment” means each adjustment to the Phase-In-Recovery Charge made pursuant to the terms of the Financing Order and in accordance with Section 4.01 hereof.

“Weighted Average Days Outstanding” means the weighted average number of days The Cleveland Electric Illuminating Company’s monthly retail customer bills remain outstanding during the calendar year immediately preceding the calculation thereof pursuant to Section 4.01(b)(i). For all purposes of this Agreement, the calculation of Weighted Average Days Outstanding pursuant to Section 4.01(b)(i) shall become effective on January 1 and July 1 of each year. The initial Weighted Average Days Outstanding shall be 21 days until updated pursuant to Section 4.01(b)(i).

Section 1.02. Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Bond Indenture.

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

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

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter forms of such terms.

ARTICLE II.

APPOINTMENT AND AUTHORIZATION

Section 2.01. Appointment of Servicer; Acceptance of Appointment. Subject to Section 6.05 and Article 7, the Bond Issuer hereby appoints the Servicer, and the Servicer hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Bond Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

Section 2.02. Authorization. With respect to all or any portion of the Phase-In-Recovery Property, the Servicer is authorized and empowered by the Bond Issuer to (a) execute and deliver, on behalf of itself and/or the Bond Issuer, as the case may be, any and all instruments, documents or notices, and (b) on behalf of itself and/or the Bond Issuer, as the case may be, make any filing and participate in proceedings of any kind with any governmental authorities, including with the PUCO. The Bond Issuer shall execute and/or furnish the Servicer such documents as

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have been prepared by the Servicer for execution by the Bond Issuer, and with such other documents as may be in the Bond Issuer’s possession, as the Servicer may determine to be necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder. Upon the Servicer’s written request, the Bond Issuer shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its duties hereunder.

Section 2.03. Dominion and Control Over the Phase-In-Recovery Property. Notwithstanding any other provision herein, the Bond Issuer shall have dominion and control over the Phase-In-Recovery Property, and the Servicer, in accordance with the terms hereof, is acting solely as the servicing agent and custodian for the Bond Issuer with respect to the Phase-In-Recovery Property and the Phase-In-Recovery Property Records. The Servicer shall not take any action that is not authorized by this Agreement or that shall impair the rights of the Bond Issuer or the Bond Trustee in the Phase-In-Recovery Property, in each case unless such action is required by applicable law.

ARTICLE III.

BILLING SERVICES

Section 3.01. Duties of Servicer. The Servicer, as agent for the Bond Issuer, shall have the following duties:

(a) Duties of Servicer Generally.

(i) General Duties. The Servicer’s duties in general shall include management, servicing and administration of the Phase-In-Recovery Property; obtaining meter reads, calculating electricity usage, billing, collection and posting of all payments in respect of the Phase-In-Recovery Property; responding to inquiries by Customers, the PUCO, competitive retail electric suppliers (if any) or any federal, local or other state governmental authorities with respect to the Phase-In-Recovery Charges or Phase-In-Recovery Property; delivering Bills to Customers, investigating and handling delinquencies, processing and depositing collections and making periodic remittances; furnishing periodic reports to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies and the PUCO; making all filings with the PUCO and taking such other action as may be necessary to perfect the Bond Issuer’s ownership interest in and the Bond Trustee’s first priority security interest in the Phase-In-Recovery Property; making all filings and taking such other action as may be necessary to perfect and maintain the perfection and priority of the Bond Trustee’s security interest in the Collateral; selling, as the agent for the Bond Issuer as its interests may appear, defaulted or written off accounts in accordance with the Servicer’s usual and customary practices; taking all necessary action in connection with True-Up Adjustments as set forth herein; and performing such other duties as may be specified in the Financing Order to be performed by it. To the extent allowed by law and PUCO Regulations, certain of the duties set forth above may be performed by TPBs. Without limiting the generality of this Section 3.01(a)(i), in furtherance of the foregoing, the Servicer hereby agrees that it shall also have, and shall comply with, the duties and responsibilities relating to data acquisition, usage and bill calculation, billing, customer service functions, collection, payment processing and remittance set forth in Annex I hereto, as it may be amended from time to time. For the avoidance of doubt, the term “usage” when used herein refers to both kilowatt hour consumption and kilowatt demand.

(ii) PUCO Regulations Control. Notwithstanding anything to the contrary in this Agreement, the duties of the Servicer set forth in this Agreement shall be qualified in their entirety by any PUCO Regulations, the Financing Order and the federal securities laws and rules and regulations promulgated thereunder, including without limitation, Regulation AB, as in effect at the time such duties are to be performed.

(b) Reporting Functions.

(i) Semiannual Reconciliation Report. The Servicer shall deliver a semiannual written reconciliation report substantially in the form of Exhibit E hereto as required by Section 4.03(b) hereof.

(ii) Notification of Laws and Regulations. The Servicer shall promptly notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies in writing of any laws or PUCO Regulations hereafter promulgated that have a material adverse effect on the Servicer’s ability to perform its duties under this Agreement.

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(iii) Other Information. Upon the reasonable request of the Bond Issuer, the Bond Trustee, the Certificate Trustee, any Rating Agency, or the PUCO, the Servicer shall provide to such Bond Issuer, Bond Trustee, Certificate Trustee, the Rating Agencies, or the PUCO, as the case may be, any public financial information in respect of the Servicer, or any material information regarding the Phase-In-Recovery Property to the extent it is reasonably available to the Servicer, as may be reasonably necessary and permitted by law, including all applicable PUCO Regulations and guidelines, for the Bond Issuer, the Bond Trustee, the Certificate Trustee, or the Rating Agencies to monitor the Servicer’s performance hereunder.

(iv) Preparation of Reports to be Filed with the Commission. The Servicer shall prepare and deliver such additional reports as are required under this Agreement, including a copy of each Semiannual Servicer Certificate described in Section 4.01(d)(iii), the annual Certificate of Compliance described in Section 3.03, and the Annual Accountant’s Report described in Section 3.04. In addition, the Servicer shall prepare, procure, deliver and/or file, or cause to be prepared, procured, delivered or filed, any reports, attestations, exhibits, certificates or other documents required to be delivered or filed with the Commission (and/or any other Governmental Authority) by the Bond Issuer or the Sponsor under the federal securities or other applicable laws or in accordance with the Basic Documents, including, without limitation, filing with the Commission, if applicable and required by applicable law, a copy or copies of (i) each Monthly Servicer Certificate described in Section 4.01(d)(ii) (under Form 10-D or any other applicable form), (ii) each Semiannual Servicer Certificate described in Section 4.01(d)(iii) (under Form 10-D or any other applicable form), (iii) the annual statements of compliance, attestation reports and other certificates described in Section 3.03, and (iv) the Annual Accountant’s Report (and any attestation required under Regulation AB) described in Section 3.04. In addition, the appropriate officer or officers of the Servicer shall (in its separate capacity as Servicer) sign the Sponsor’s annual report on Form 10-K (and any other applicable Commission or other reports, attestations, certifications and other documents, to the extent that the Servicer’s signature is required by, and consistent with, the federal securities laws and/or any other applicable law.

(c) Opinions of Counsel. The Servicer shall deliver to the Bond Issuer and the Bond Trustee:

(i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Bond Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the PUCO and all filings pursuant to the UCC, that are necessary under the UCC and the Statute to fully preserve, protect and perfect the Lien of the Bond Trustee in the Phase-In-Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Lien; and

(ii) within ninety days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the PUCO and all filings pursuant to the UCC, that are necessary under the UCC and the Statute to fully preserve, protect and perfect the Lien of the Bond Trustee in the Phase-In-Recovery Property, have been authorized, executed and filed and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Lien.

Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect such interest or Lien.

(d) Duties of Servicer as Administrative Trustee. The Servicer, in addition to the Delaware Trustee, shall serve as a trustee of the Trust, and as a trustee shall have the administrative duties set forth in the Declaration of Trust including without limitation those duties designated for such trustee in Article IV of the Declaration of Trust. The Servicer’s appointment as a trustee of the Trust shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 3.01(d). If any Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all the rights and obligations of any Servicer shall have terminated under Section 7.01, the appointment of such Servicer as a trustee under the Declaration of Trust shall terminate upon appointment of a successor Servicer, subject to the approval of the PUCO, and acceptance by such successor Servicer of such appointment.

Section 3.02. Servicing and Maintenance Standards. On behalf of the Bond Issuer, the Servicer shall (a) manage, service, administer and make collections in respect of the Phase-In-Recovery Property with reasonable care and in accordance with applicable law, including all applicable PUCO Regulations and guidelines, using the same degree of care and diligence that the Servicer exercises with respect to similar assets for its own account and, if applicable, for others; (b) follow customary standards, policies and procedures for the industry in performing its duties as Servicer; (c) use all reasonable efforts, consistent with its customary servicing procedures, to bill and collect the Phase-In-Recovery Charge; (d) file all filings under the applicable UCC or the Statute necessary or desirable to maintain the first priority perfected security interest of the Bond Trustee in the Phase-In-Recovery Property; (e) comply in all material respects with all laws and regulations applicable to and binding on it relating to

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the Phase-In-Recovery Property; and (f) submit semiannually a request to the PUCO seeking a True-Up Adjustment, if any is required, of the Phase-In-Recovery Charge. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of all or any portion of the Phase-In-Recovery Property, which, in the Servicer’s judgment, may include the taking of legal action, at the Bond Issuer’s expense but subject to the priority of payments and Cap set forth in Section 8.02(e) of the Bond Indenture.

Section 3.03. Certificate of Compliance.

(a) The Servicer shall deliver to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO, on or before (a) March 31 of each year or (b) if earlier, for any calendar year in which the Sponsor is required to file an annual report on Form 10-K in accordance with the Exchange Act and the rules and regulations thereunder, the date on which such annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, certificates from a Responsible Officer of the Servicer (i) containing, and certifying as to, the statements of compliance required by Item 1123 (or any successor or similar item or rule) of Regulation AB, as then in effect and (ii) containing, and certifying as to, the statements and assessment of compliance required by Item 1122(a) (or any successor or similar item or rule) of Regulation AB, as then in effect. These certificates may be in the form of, or shall include the forms attached hereto as Exhibit A-1 and Exhibit A-2, with, in the case of Exhibit A-1, such changes as may be required to conform to the applicable securities law.

(b) The Servicer shall use commercially reasonable efforts to obtain from each other party participating in the servicing function any additional certifications as to the statements and assessment required under Item 1122 or Item 1123 of Regulation AB to the extent required in connection with the filing of the annual report on Form 10-K; provided, however, that a failure to obtain such certifications shall not be a breach of the Servicer’s duties hereunder. The parties acknowledge that the Bond Trustee’s certifications shall be limited to the Item 1122 certifications described in Exhibit C of the Bond Indenture.

(c) The initial Servicer, in its capacity as Sponsor, shall post on its website and file with or furnish to the Commission, 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 information described in Section 3.07(g) of the Bond Indenture to the extent such information is reasonably available to the Sponsor. Except to the extent permitted by applicable law, the initial Servicer, in its capacity as Sponsor, shall not voluntarily suspend or terminate its filing obligations as Sponsor with the SEC as described in this Section 3.03(c). The covenants of the initial Servicer, in its capacity as Sponsor, pursuant to this Section 3.03(c) shall survive the resignation, removal or termination of the initial Servicer as Servicer hereunder.

Section 3.04. Annual Report by Independent Registered Public Accountants.

(a) The Servicer, at its own expense in partial consideration of the Servicing Fee paid to it, shall cause a firm of Independent registered public accountants (which may provide other services to the Servicer or the Seller) to prepare annually, and the Servicer shall deliver annually to the Bond Issuer, the Bond Trustee, Certificate Trustee, the Rating Agencies, and the PUCO, on or before the earlier of (a) March 31 of each year, beginning March 31, 2014, or (b) with respect to each calendar year during which the Sponsor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rule and regulations thereunder, a report addressed to the Servicer (the “Annual Accountant’s Report”) to the effect that such firm has performed certain procedures, agreed between the Servicer and such accountants, in connection with the Servicer’s compliance with its obligations under this Agreement during the preceding twelve months ended December 31 (or, in the case of the first Annual Accountant’s Report to be delivered on or before March 31, 2014, the period of time from the date of this Agreement until December 31, 2013), identifying the results of such procedures and including any exceptions noted.

(b) The Annual Accountant’s Report shall also indicate that the accounting firm providing such report is independent of the Servicer in accordance with the Rules of the Public Company Accounting Oversight Board, and shall include any attestation report required under Item 1122(b) of Regulation AB (or any successor or similar item or rule), as then in effect.

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ARTICLE IV.

SERVICES RELATED TO TRUE-UP ADJUSTMENTS; REMITTANCES AND RECONCILIATIONS

Section 4.01. True-Up Adjustments. From time to time, until the Retirement of the Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

(a) Expected Amortization Schedule. The Expected Amortization Schedule is attached hereto as Schedule 4.01(a).

(b) True-Up Filings.

(i) Semiannual True-Up Filings. For the purpose of preparing a Semiannual True-Up Filing, the Servicer shall: (A) update the assumptions underlying the calculation of the Phase-In-Recovery Charge, including energy usage volume, the rate of charge-offs and estimated expenses and fees of the Bond Issuer and the Certificate Issuer to the extent not fixed, in each case for the Remittance Periods beginning on January 1 and July 1 of such year; (B) update the calculation of Weighted Average Days Outstanding; (C) determine the Required Debt Service for each such Remittance Period based upon such updated assumptions; and (D) determine the Phase-In-Recovery Charge to be charged during each such Remittance Period based upon such Required Debt Service. The Servicer shall file a Semiannual True-Up Filing with the PUCO no later than November 1 and May 1 of each year (other than the first Semiannual True-Up Filing to be completed within 12 months after the issuance date of the Bonds).

(ii) True-Up Adjustments. The Servicer shall take all reasonable actions and make all reasonable efforts to secure any True-Up Adjustments.

(c) Intentionally Omitted.

(d) Reports.

(i) Notification of Adjustment Request Filings and True-Up Adjustments. Whenever the Servicer files an Adjustment Request with the PUCO, the Servicer shall send a copy of such filing to the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies concurrently therewith. If any True-Up Adjustment requested in any such Adjustment Request filing does not become effective on the applicable date as provided by the Financing Order, the Servicer shall notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies by the end of the second Servicer Business Day after such applicable date.

(ii) Monthly Servicer Certificate. So long as any Bonds are outstanding, not later than fifteen (15) days after the end of each month after the Certificates are issued (excluding June, 2013), or if such day is not a Servicer Business Day, the next succeeding Servicer Business Day, the Servicer shall deliver a written report substantially in the form of Exhibit C hereto (the “Monthly Servicer Certificate”) to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(iii) Semiannual Servicer Certificate. So long as any Bonds are outstanding, not later than the Servicer Business Day immediately preceding each Payment Date, the Servicer shall deliver a written report substantially in the form of Exhibit D hereto (the “Semiannual Servicer Certificate”) to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(iv) Reports to Customers. After each revised Phase-In-Recovery Charge has gone into effect pursuant to a True-Up Adjustment, the Servicer shall, to the extent and in the manner and time frame required by applicable PUCO Regulations, if any, cause to be prepared and delivered to customers any required notices announcing such revised Phase-In-Recovery Charges.

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Section 4.02. Limitation of Liability.

(a) The Bond Issuer and the Servicer expressly agree and acknowledge that:

(i) In connection with any True-Up Adjustment, the Servicer is acting solely in its capacity as the servicing agent hereunder.

(ii) Neither the Servicer nor the Bond Issuer shall be responsible in any manner for, and shall have no liability whatsoever as a result of, any action, decision, ruling or other determination made or not made, or any delay (other than any delay resulting from the Servicer’s failure to file the applications required by Section 4.01 in a timely and correct manner or other material breach by the Servicer of its duties under this Agreement that materially adversely affects the True-Up Adjustments), by the PUCO in any way related to the Phase-In-Recovery Property or in connection with any True-Up Adjustment, the subject of any filings under Section 4.01, any proposed True-Up Adjustment, or the approval of the Phase-In-Recovery Charge and the adjustments thereto.

(iii) The Servicer shall have no liability whatsoever relating to the calculation of the Phase-In-Recovery Charge and the adjustments thereto, including as a result of any inaccuracy of any of the assumptions made in such calculation regarding expected energy usage volume, the rate of charge-offs, estimated expenses and fees of the Bond Issuer and the Certificate Issuer, so long as the Servicer has not acted in a negligent manner in connection therewith, nor shall the Servicer have any liability whatsoever as a result of any Person, including the Bondholders or the Certificateholders, not receiving any payment, amount or return anticipated or expected in respect of any Bond or Certificate generally, except only to the extent that the Servicer is liable under Section 6.02 of this Agreement.

(b) Notwithstanding the foregoing, this Section 4.02 shall not relieve the Servicer of any liability under Section 6.02 for any misrepresentation by the Servicer under Section 6.01 or for any breach by the Servicer of its obligations under this Agreement.

Section 4.03. Remittances; Reconciliations.

(a) Subject to Section 4.03(b) below, on each Servicer Business Day commencing 45 days after the date of this Agreement, the Servicer shall cause to be made within two (2) Servicer Business Days of deemed receipt a wire transfer of immediately available funds to the General Subaccount of the Collection Account in an amount equal to the Estimated Phase-In-Recovery Charge Payments (as calculated in accordance with Annex I hereto) received on such day and on any prior day that was not a Servicer Business Day for which a Remittance has not previously been made (taking into account the Weighted Average Days Outstanding in effect from time to time). Prior to or simultaneous with each Remittance to the General Subaccount of the Collection Account pursuant to this Section, the Servicer shall provide written notice to the Bond Trustee of each such Remittance (including the exact dollar amount to be remitted).

(b) Within 12 months after the issuance of the Bonds and then on or before each January 1 and July 1 (and as frequently as monthly during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date), the Servicer shall calculate the amount of any Remittance Shortfall or Remittance Excess attributable to the prior Reconciliation Period and (A) if a Remittance Shortfall exists, the Servicer shall make a supplemental wire transfer of immediately available funds to the General Subaccount of the Collection Account on the next Servicer Business Day following such calculation in the amount of such Remittance Shortfall, or (B) if a Remittance Excess exists, the Servicer may reduce the amount of Remittances to be made to the Bond Issuer on succeeding Servicer Business Days in an amount equal to the amount of such Remittance Excess until the balance of the Remittance Excess has been reduced to zero. The Servicer shall deliver a written report setting forth in reasonable detail the calculation of any Remittance Excess or Remittance Shortfall to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(c) The Servicer agrees and acknowledges that it will remit Estimated Phase-In-Recovery Charge Payments in accordance with this Section 4.03 without any surcharge, fee, offset, charge or other deduction except (i) as set forth in Section 4.03(b) above and (ii) for late fees permitted by Section 6.06.

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ARTICLE V.

THE PHASE-IN-RECOVERY PROPERTY

Section 5.01. Custody of Phase-In-Recovery Property Records. To assure uniform quality in servicing the Phase-In-Recovery Property and to reduce administrative costs, the Bond Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Bond Issuer and the Bond Trustee as custodian of any and all documents and records that the Servicer shall keep on file, in accordance with its customary procedures, relating to the Phase-In-Recovery Property, including copies of the Financing Order and Adjustment Requests relating thereto and all documents filed with the PUCO in connection with any True-Up Adjustment and computational records relating thereto (collectively, the “Phase-In-Recovery Property Records”), which are hereby constructively delivered to the Bond Trustee, as pledgee of the Bond Issuer with respect to all Phase-In-Recovery Property.

Section 5.02. Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer shall hold the Phase-In-Recovery Property Records on behalf of the Bond Issuer and the Bond Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to the Phase-In-Recovery Property Records on behalf of the Bond Issuer and the Bond Trustee as shall enable the Bond Issuer to comply with this Agreement and the Bond Indenture. In performing its duties as custodian the Servicer shall act with reasonable care, using that degree of care and diligence that the Servicer exercises with respect to comparable assets that the Servicer services for itself or, if applicable, for others. The Servicer shall promptly report to the Bond Issuer and the Bond Trustee any failure on its part to hold the Phase-In-Recovery Property Records and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Bond Issuer or the Bond Trustee of the Phase-In-Recovery Property Records. The Servicer’s duties to hold the Phase-In-Recovery Property Records on behalf of the Bond Issuer set forth in this Section 5.02, to the extent such Phase-In-Recovery Property Records have not been previously transferred to a successor Servicer pursuant to Article VII, shall terminate one year and one day after the earlier of the date on which (i) the Servicer is succeeded by a successor Servicer in accordance with Article VII hereof and (ii) no Bonds are outstanding.

(b) Maintenance of and Access to Records. The Servicer shall maintain at all times records and accounts that permit the Servicer to identify Phase-In-Recovery Charges billed. The Servicer shall maintain the Phase-In-Recovery Property Records in Akron, Ohio or at such other office as shall be specified to the Bond Issuer and the Bond Trustee by written notice at least 30 days prior to any change in location. The Servicer shall make available for inspection to the Bond Issuer and the Bond Trustee or their respective duly authorized representatives, attorneys or auditors the Phase-In-Recovery Property Records at such times during normal business hours as the Bond Issuer or the Bond Trustee shall reasonably request and which do not unreasonably interfere with the Servicer’s normal operations. Nothing in this Section 5.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulations) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 5.02(b).

(c) Release of Documents. Upon instruction from the Bond Trustee in accordance with the Bond Indenture, the Servicer shall release any Phase-In-Recovery Property Records to the Bond Trustee, the Bond Trustee’s agent or the Bond Trustee’s designee, as the case may be, at such place or places as the Bond Trustee may designate, as soon as practicable.

(d) Defending Phase-In-Recovery Property Against Claims. The Servicer, on behalf of the Bondholders, shall institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of their obligations or duties under the Statute, the Financing Order or any Adjustment Request, and the Servicer agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to block or overturn any attempts to cause a repeal of, modification of or supplement to the Statute or the Financing Order or the rights of holders of Phase-In-Recovery Property by legislative enactment, voter initiative or constitutional amendment that would be adverse to the Bondholders, the Bond Issuer or the Bond Trustee, (and, thus, the Delaware

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Trustee, the Certificate Trustee and the Certificateholders). The costs of any such action shall be payable from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and Cap set forth in Section 8.02(e) of the Bond Indenture. The Servicer’s obligations pursuant to this Section 5.02 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) of the Bond Indenture may be delayed (it being understood that the Servicer may be required to initially advance its own funds to satisfy its obligations hereunder).

Section 5.03. Instructions; Authority to Act. For so long as any Bonds remain outstanding, the Servicer shall be deemed to have received proper instructions with respect to the Phase-In-Recovery Property Records upon its receipt of written instructions signed by a Responsible Officer of the Bond Trustee.

Section 5.04. Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 5.04. If any Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 7.01, the appointment of such Servicer as custodian shall terminate upon appointment of a successor Servicer, subject to the approval of the PUCO, and acceptance by such successor Servicer of such appointment.

Section 5.05. Third-Party Billers.

(a) The Servicer hereby acknowledges and agrees that:

(i) billing and collection of Phase-In-Recovery Charges by TPBs is not currently permitted by the Statute or PUCO Regulations;

(ii) if at any time in the future the State of Ohio takes any action to amend the Statute, or the PUCO takes any action to adopt, supplement or amend PUCO Regulations, in either case, to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs, the Servicer, on behalf of the Bondholders, shall take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to (A) if the Servicer reasonably believes that such action could result in a downgrade of the Bonds or is otherwise contrary to the Statute or the Financing Order, block or overturn such action of the State or the PUCO, as the case may be, including by asserting that such action violates the State Pledge; and (B) if such challenge or opposition fails, compel performance by the PUCO or the State of Ohio, as the case may be, of their obligations and duties under the Statute and the Financing Order, as applicable, with respect to TPBs, including but not limited to ensuring that the implementation of any such amendment, supplement, rule or regulation does not result in a downgrade in the credit ratings assigned to the Bonds and otherwise conforms with the matters referenced in Schedule A to Annex I hereto;

(iii) it, on behalf of the Bondholders, will take reasonable steps to monitor on an ongoing basis proceedings in the legislature of the State of Ohio and at the PUCO for proposed legislation, rules, regulations or other initiatives that could reasonably result in the taking by the State of Ohio or the PUCO of any action referenced in (ii) above; and

(iv) the costs of any action taken by, and the obligations of, the Servicer under this Section 5.05(a) shall be treated in the same manner as costs and obligations referenced in the second and third sentences, respectively, of Section 5.02(d).

(b) Should the laws of the State of Ohio be changed to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs, the Servicer shall, using the same degree of care and diligence that it exercises with respect to payments owed to it for its own account, implement such procedures and policies as would be necessary to properly enforce the obligations of each TPB to remit Phase-In-Recovery Charges, in accordance with the terms and provisions of the Financing Order.

Section 5.06. Custodian’s Indemnification. The Servicer as custodian shall indemnify the Bond Issuer and the Bond Trustee (for itself and for the benefit of the Holders) and each of their respective officers, directors,

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employees and agents for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments and claims, and reasonable costs or expenses, of any kind whatsoever (collectively, “Indemnified Losses”) that may be imposed on, incurred by or asserted against each such Person as the result of any negligent act or omission in any way relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the willful misconduct, bad faith or gross negligence of the Bond Issuer or the Bond Trustee, as the case may be.

ARTICLE VI.

THE SERVICER

Section 6.01. Representations and Warranties of Servicer. The Servicer makes the following representations and warranties, as of the Closing Date, on which the Bond Issuer is deemed to have relied in entering into this Agreement relating to the servicing of the Phase-In-Recovery Property.

(a) Organization and Good Standing. The Servicer is duly organized and validly existing as a corporation in good standing under the laws of the State of Ohio, with the requisite corporate power and authority to own its properties as such properties are currently owned and to conduct its business as such business is now conducted by it, and has the requisite corporate power and authority to service the Phase-In-Recovery Property and to hold the Phase-In-Recovery Property Records as custodian.

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Phase-In-Recovery Property as required by this Agreement) shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Servicer’s business, operations, assets, revenues or properties or adversely affect the servicing of the Phase-In-Recovery Property).

(c) Power and Authority. The Servicer has the requisite corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Servicer.

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

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not: (i) conflict with or result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or code of regulations of the Servicer, or any material indenture, agreement or other instrument to which the Servicer is a party or by which it is bound; (ii) result in the creation or imposition of any Lien upon any of the Servicer’s properties pursuant to the terms of any such indenture, agreement or other instrument; or (iii) violate any existing law or any existing order, rule or regulation applicable to the Servicer of any federal or state court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.

(f) No Proceedings. There are no proceedings pending and, to the Servicer’s knowledge, there are no proceedings threatened and no investigations pending or threatened, before any federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties involving or relating to the Servicer or the Bond Issuer or, to the Servicer’s knowledge, any other Person: (i) asserting the invalidity of this Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; or (iii) seeking any determination or ruling that might materially adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement.

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(g) Approvals. No approval, authorization, consent, order or other action of, or filing with, any federal or state court, regulatory body, administrative agency or other governmental instrumentality is required in connection with the execution and delivery by the Servicer of this Agreement, the performance by the Servicer of the transactions contemplated hereby or the fulfillment by the Servicer of the terms hereof, except those that have been obtained or made and those that the Servicer is required to make in the future pursuant to Article III or IV hereof.

Section 6.02. Indemnities of Servicer.

(a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and as expressly provided under this Section 6.02.

(b) The Servicer shall indemnify the Bond Issuer and the Bondholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments, claims, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against any such Person as a result of (i) the Servicer’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of any such indemnified person; and, provided, further, that the Bondholders shall be entitled to enforce their rights and remedies against the Servicer under this Section 6.02(b) solely through a cause of action brought for their benefit by the Bond Trustee; and; provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Bonds and all other Financing Costs have been paid in full, except as provided in Section 6.02(c).

(c) The Servicer shall indemnify and hold harmless the Bond Trustee, the Delaware Trustee, the Certificate Trustee and the Certificate Issuer and any of their respective affiliates, officials, officers, directors, employees and agents (each an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses imposed on, incurred by or asserted against any of such Indemnified Persons as a result of: (i) the Servicer’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer’s breach. The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under this Section 6.02(c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.02(c) only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02(c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer’s choice at the Servicer’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under this Section 6.02(c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of

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counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02(c) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

(d) Indemnification under Sections 6.02(b) and 6.02(c) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise provided in this Agreement.

(e) For purposes of Section 6.02(b) and 6.02(c), in the event of the termination of the rights and obligations of The Cleveland Electric Illuminating Company (or any successor thereto pursuant to Section 6.04) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 7.02.

(f) The initial Servicer shall indemnify the Bond Trustee and, as to the Bond Issuer’s allocable portion only, the Delaware Trustee and the Certificate Trustee for all due and unpaid compensation, expenses and indemnity amounts (owed by the Bond Issuer to such trustee under, and to the extent set forth in, Section 6.07 of the Bond Indenture, Sections 1 through 4 of the Fee and Indemnity Agreement and any applicable provisions of the other applicable Basic Documents) that exceed the Cap. The Servicer’s indemnity obligation under this Section 6.02(f) shall continue as an obligation of The Cleveland Electric Illuminating Company, as the initial Servicer under this Agreement, in the event a successor servicer is appointed pursuant to Section 7.02.

(g) The indemnification obligations of the Servicer contained in this Section 6.02 shall survive the resignation or removal of the Bond Trustee, the Certificate Trustee or the Delaware Trustee or the termination of this Agreement or the other applicable Basic Documents.

Section 6.03. Limitation on Liability of Servicer and Others. Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Bond Issuer or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement.

Except as provided in this Agreement, including but not limited to Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Phase-In-Recovery Property that is not directly related to one of the Servicer’s enumerated duties in this Agreement or related to its obligation to indemnify, and that in its reasonable opinion may cause it to incur any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Bond Issuer or the Bond Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Phase-In-Recovery Charges received by the Servicer (to be remitted to the

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Collection Account) as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Bond Indenture. The Servicer’s obligations pursuant to this Section 6.03 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Bond Indenture (it being understood that the Servicer may be required initially to advance its own funds to satisfy its obligations hereunder).

Section 6.04. Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer shall not merge or consolidate into, or sell all or substantially all of its assets to, any other Person except in compliance with this Section. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party or (c) which may succeed to the properties and assets of the Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Bond Issuer and the Bond Trustee an Officers’ Certificate stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have delivered to the Bond Issuer and the Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all statutory filings to be made by the Servicer, including filings with the PUCO pursuant to the Statute and filings under the applicable UCC, have been executed and filed that are necessary to preserve and protect fully the interests of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery Property and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests and (iv) the Rating Agencies shall have received prior written notice of such transaction. When any Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 6.04, then upon satisfaction of all of the other conditions of this Section 6.04, the Servicer shall automatically and without further notice be released from all its obligations hereunder.

Section 6.05. The Cleveland Electric Illuminating Company Not to Resign as Servicer. Subject to the provisions of Section 6.04, The Cleveland Electric Illuminating Company shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement unless The Cleveland Electric Illuminating Company delivers to the Bond Trustee and the PUCO an opinion of external counsel to the effect that The Cleveland Electric Illuminating Company’s performance of its duties under this Agreement shall no longer be permissible under applicable law. No such resignation shall become effective until a successor Servicer shall have assumed the responsibilities and obligations of The Cleveland Electric Illuminating Company in accordance with Section 7.02. In no event shall the Bond Trustee be obligated to supervise the performance of the Servicer hereunder or to act as successor Servicer hereunder. The Bond Trustee shall have no liability for the default of the Servicer hereunder or the misconduct of the Servicer under this Agreement.

Section 6.06. Servicing Compensation.

(a) In consideration for its services hereunder, until the Retirement of the Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount (i) equal to 10 one-hundredth of one percent (0.10%) of the initial principal balance of the Bonds for so long as The Cleveland Electric Illuminating Company remains the Servicer or (ii) of up to 75 one-hundredth of one percent (0.75%) of the initial principal balance of the Bonds in the case of a non-utility successor Servicer. The Servicing Fee shall be payable in semiannual installments on each Payment Date.

(b) The Servicing Fee set forth in Section 6.06(a) above and expenses provided for in Section 6.06(c) below shall be paid to the Servicer by the Bond Trustee, on each Payment Date in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on such date shall be added to the Servicing Fee payable on the subsequent Payment Date.

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(c) The Bond Issuer shall pay all expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by accountants, counsel, or any other Person, any taxes imposed on the Servicer (other than taxes based on the Servicer’s net income) and any expenses incurred in connection with reports to Bondholders and Certificateholders, subject to the priorities and Cap set forth in Section 8.02(e) of the Bond Indenture).

Section 6.07. Compliance with Applicable Law. The Servicer covenants and agrees, in servicing the Phase-In-Recovery Property, to comply in all material respects with all laws applicable to, and binding upon, the Servicer and relating to such Phase-In-Recovery Property the noncompliance with which would have a material adverse effect on the value of the Phase-In-Recovery Property; provided, however, that the foregoing is not intended to, and shall not, impose any liability on the Servicer for noncompliance with any law that the Servicer is contesting in good faith in accordance with its customary standards and procedures.

Section 6.08. Access to Certain Records and Information Regarding Phase-In-Recovery Property. The Servicer shall provide to the Bondholders, the Bond Trustee and the Certificate Trustee access to the Phase-In-Recovery Property Records in such cases where the Bondholders, the Bond Trustee and the Certificate Trustee shall be required by applicable law to be provided access to such records. Access shall be afforded without charge, but only upon reasonable request and during normal business hours at the respective offices of the Servicer. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section.

Section 6.09. Appointments. The Servicer may at any time appoint any Person to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection therewith; and, provided, further, that the Servicer shall remain obligated and be liable under this Agreement for the servicing and administering of the Phase-In-Recovery Property in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Person and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Phase-In-Recovery Property; and, provided, further, however, that nothing herein (including the Rating Agency Condition) shall preclude the execution by the Servicer of an agreement with any TPB permitted by applicable law and PUCO Regulations should the laws of the State of Ohio be changed to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs.

Section 6.10. No Servicer Advances. Except with respect to Remittances of Estimated Phase-In-Recovery Charge Payments, the Servicer shall not make any advances of interest on or principal of the Bonds or the Certificates.

Section 6.11. Maintenance of Operations. The Servicer agrees to continue to operate its distribution system to provide service to its customers so long as it is acting as the Servicer under this Agreement.

ARTICLE VII.

DEFAULT

Section 7.01. Servicer Default. If any one of the following events (each a “Servicer Default”) shall occur and be continuing:

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(a) any failure by the Servicer to remit to the Collection Account on behalf of the Bond Issuer any required Remittance that shall continue unremedied for a period of five (5) Servicer Business Days after written notice of such failure is received by the Servicer from the Bond Issuer or the Bond Trustee; or

(b) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure shall (a) materially adversely affect the rights of the Bondholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Bond Issuer or (B) to the Servicer by the Bond Trustee or by the Holders of Bonds evidencing not less than 25 percent of the Outstanding Amount of the Bonds; or

(c) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Bondholders and which material adverse effect continues unremedied for a period of 60 days after written notice of such failure is received by the Servicer from the Bond Issuer or the Bond Trustee; or

(d) an Insolvency Event occurs with respect to the Servicer;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Bond Trustee, or the Holders of Bonds evidencing not less than 25 percent of the Outstanding Amount of the Bonds, by notice then given in writing to the Servicer (and to the Bond Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to a court of competent jurisdiction for sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property: (1) the Bondholders and the Bond Trustee as beneficiary of the Statutory Lien permitted by the Statute; (2) the Bond Issuer or (3) financing parties or other assignees under Section 4928.2310 of the Statute, of the Phase-In-Recovery Property. On or after the receipt by the Servicer of a Termination Notice, and subject to the approval of the PUCO, all authority and power of the Servicer under this Agreement, whether with respect to the Bonds, the Phase-In-Recovery Property, the Phase-In-Recovery Charge or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Bond Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Phase-In-Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Bond Issuer and the Bond Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Phase-In-Recovery Property or the Phase-In-Recovery Charge. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with transferring the Phase-In-Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Section 7.02. Appointment of Successor.

(a) Upon the Servicer’s receipt of a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, and shall be entitled to receive the requisite portion of the Servicing Fee and reimbursement of expenses as provided herein, until a successor Servicer shall have assumed in writing the obligations of the Servicer hereunder as described below. In the event of the Servicer’s termination hereunder, the Bond Issuer shall appoint, subject to the approval of the PUCO, a successor Servicer with the Bond Trustee’s prior written consent thereto (which consent shall not be unreasonably withheld), and the successor Servicer shall accept its appointment by a written assumption in form reasonably acceptable to the Bond Issuer and the Bond Trustee. If within 30 days after the delivery of the Termination Notice, the Bond Issuer shall not have obtained such a new Servicer, the Bond Trustee may petition the PUCO or a court of competent jurisdiction to

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appoint a successor Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under PUCO Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Bond Issuer having substantially the same provisions as this Agreement.

(b) Upon appointment, the successor Servicer shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement.

Section 7.03. Waiver of Past Defaults. The Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds may, on behalf of all Bondholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required Remittances to the Collection Account in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

Section 7.04. Notice of Servicer Default. The Servicer shall deliver to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Certificate Issuer, the Rating Agencies, and the PUCO, promptly after having obtained knowledge thereof, but in no event later than five Servicer Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 7.01(a) or (b).

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

Section 8.01. Amendment. This Agreement may be amended in writing by the Servicer and the Bond Issuer with ten Servicer Business Days’ prior written notice given to the Rating Agencies and the PUCO and the prior written consent of the Bond Trustee (which consent shall not be unreasonably withheld), but without the consent of any of the Bondholders (or any other Person), to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Bond Issuer and the Bond Trustee, adversely affect in any material respect the interests of any Bondholder.

This Agreement may also be amended in writing from time to time by the Servicer and the Bond Issuer with ten Servicer Business Days’ prior written notice given to the Rating Agencies and the PUCO and the prior written consent of the Bond Trustee (which consent shall not be unreasonably withheld) and, subject to the first paragraph of this Section 8.01, the prior written consent of the Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that any amendment of the provisions of Sections 4.01 or 4.03 of this Agreement shall satisfy the Rating Agency Condition.

It shall not be necessary for the consent of Bondholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

The Bond Issuer shall promptly provide each of the Rating Agencies and the PUCO with a copy of any amendment to this Agreement.

Prior to its consent to any amendment to this Agreement, the Bond Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that such amendment is authorized or permitted by this Agreement and all conditions precedent have been met. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise. No amendment to this Agreement which adversely affects, in any material respect, the rights, protections or indemnities of the Certificate Trustee or Delaware Trustee under Section 6.02 shall be effective without its prior written consent (not to be unreasonably withheld).

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Section 8.02. Maintenance of Accounts and Records.

(a) The Servicer shall maintain accounts and records as to the Phase-In-Recovery Property accurately and in accordance with its standard accounting procedures and in sufficient detail to permit reconciliation between Phase-In-Recovery Charge Collections and Deemed Phase-In-Recovery Charge Payments.

(b) The Servicer shall permit the Bond Trustee and its agents at any time during normal business hours, upon reasonable notice to the Servicer and to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding the Phase-In-Recovery Property and the Phase-In-Recovery Charge. Nothing in this Section 8.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 8.02(b).

Section 8.03. Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Servicer, to:

The Cleveland Electric Illuminating Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(b) if to the Bond Issuer, to:

CEI Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: (312) 332-7996

Telephone: (312) 332-7496

E-mail: melissa.rosal@usbank.com

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(d) if to Moody’s, to:

Moody’s Investors Service, Inc.

25th Floor, 7 World Trade Center, 250 Greenwich

New York, New York 10007

Attention: ABS/RMBS Monitoring Department

E-mail: ServicerReports@moodys.com

(e) if to S&P, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Structured Credit Surveillance

E-mail: servicer-report@standardandpoors.com

Telephone: (212) 438-8991

(f) if to Fitch, to:

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: (212) 908-0500

Facsimile: (212) 908-0355

(g) if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: (312) 332-7996

Telephone: (312) 332-7496

E-mail: melissa.rosal@usbank.com

With a copy to the Administrative Trustee

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

Section 8.04. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 6.04 and Section 8.10 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Servicer.

Section 8.05. Limitations on Rights of Third Parties. The provisions of this Agreement are solely for the benefit of the Servicer, the Bond Issuer, the Bondholders, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and the other Persons expressly referred to herein and such Persons shall have the right to enforce the relevant provisions of this Agreement, except that the Bondholders shall be entitled to enforce

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their rights against the Servicer under this Agreement solely through a cause of action brought for their benefit by the Bond Trustee. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 8.06. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.07. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 8.08. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 8.09. Governing Law. This Agreement shall be construed in accordance with the substantive laws of the State of Ohio, without giving effect to its conflict of law or other principles that would cause the application of the laws of another jurisdiction, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 8.10. Collateral Assignment to Bond Trustee. The Servicer hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer pursuant to the Bond Indenture of all of the Bond Issuer’s rights hereunder to the Bond Trustee for the benefit of the holders of the Bonds and the Bond Trustee and to the Grant of a security interest and collateral assignment by the Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s rights in all rights of the Certificate Trustee or the Certificate Issuer, as holder of the Bonds, in and to this Servicing Agreement.

Section 8.11. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to The Cleveland Electric Illuminating Company or any of its affiliates pursuant to Section 4928.2310 of the Statute, the Servicer solely in its capacity as creditor of the Bond Issuer, shall not, prior to the date which is one year and one day after the termination of the Bond Indenture with respect to the Bond Issuer, petition or otherwise invoke or cause the Bond Issuer or the Trust to invoke the process of any court or governmental authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer or the Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or the Trust or any substantial part of the property of the Bond Issuer or the Trust, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer or the Trust.

Section 8.12. Rule 17g-5 Compliance. The Servicer agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Servicer to any Rating Agency under this Agreement or any other Basic Document to which it is a party for the purposes of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency, shall be, substantially concurrently, posted by the Servicer on the 17g-5 Website.

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

CEI FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY, as Servicer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Phase-In-Recovery Property Servicing Agreement

EXHIBIT A-1

FORM OF SERVICER’S CERTIFICATE

The undersigned hereby certifies that he/she is the duly elected and acting _______________ of The Cleveland Electric Illuminating Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”) between the Servicer and CEI Funding LLC (the “Bond Issuer”) and further that:

1. The undersigned is responsible for assessing the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”).

2. With respect to each of the Servicing Criteria, the undersigned has made the following assessment of the Servicing Criteria in accordance with Item 1122(d) of Regulation AB, with such discussion regarding the performance of such Servicing Criteria during the fiscal year covered by the Sponsor’s annual report on Form 10-K Report (such fiscal year, the “Assessment Period”):

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Applicable; assessment below.
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.	Not applicable; no servicing activities were outsourced.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for pool assets are maintained.	Not applicable; documents do not provide for a back-up servicer.
1122(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.	Not applicable; PUCO Regulations impose credit standards on retail electric providers who handle customer collections and govern performance requirements of utilities.
	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 business days following receipt, or such other number of days specified in the transaction agreements.	Applicable
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Applicable
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.	Applicable, but no current assessment required; no advances by the Servicer are permitted under the transaction agreements.

A-1

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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.	Applicable, but no current assessment is required since transaction accounts are maintained by and in the name of the Bond Trustee.
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-1(b)(1) of the Securities Exchange Act.	Applicable, but no current assessment required; all “custodial accounts” are maintained by the Bond Trustee.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Not applicable; all transfers made by wire transfer.
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 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 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Applicable; assessment below.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission 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.	Applicable; assessment below.
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.	Not applicable; investor records maintained by Bond Trustee.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Applicable
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.	Applicable; assessment below.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related documents.	Applicable; assessment below.
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	Applicable; assessment below.

A-2

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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.	Not applicable; no removals or substitutions of phase-in-recovery property are contemplated or allowed under the transaction documents.
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 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 transaction agreements.	Applicable; assessment below.
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.	Not applicable; because underlying obligation (phase-in-recovery charge) is not an interest bearing instrument.
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.	Applicable; assessment below
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.	Applicable; limited assessment below. Servicer actions governed by PUCO regulations.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period any 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).	Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” adjustment mechanism.
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.	Not applicable; phase-in-recovery charges are not interest bearing instruments.
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 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	Applicable; [Servicer maintains deposit accounts in accordance with PUCO Regulations].

A-3

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Not applicable; Servicer does not make payments on behalf of obligors.
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.	Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction documents.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Applicable; assessment below.
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.	Not applicable; no external enhancement is required under the transaction documents.

3. To the best of the undersigned’s knowledge, based on such review, the Servicer is in compliance in all material respects with the applicable servicing criteria set forth above as of and for the period ending the end of the fiscal year covered by the Sponsor’s annual report on Form 10-K. [If not true, include description of any material instance of noncompliance.]

A-4

Executed as of this      day of                         ,         .

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
By:
	Name: Title:

A-5

EXHIBIT A-2

CERTIFICATE OF COMPLIANCE

The undersigned hereby certifies that he/she is the duly elected and acting [            ] of The Cleveland Electric Illuminating Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between the Servicer and CEI Funding LLC (the “Bond Issuer”), and further certifies on behalf of the Servicer that:

1. A review of the activities of the Servicer and of its performance under the Servicing Agreement during the [twelve] months ended December 31, [            ] has been made under the supervision of the undersigned pursuant to Section 3.03 of the Servicing Agreement; and

2. To the undersigned’s knowledge, based on such review, the Servicer has fulfilled all of its material obligations in all material respects under the Servicing Agreement throughout the [twelve] months ended December 31, [            ], except as listed on Annex A hereto.

Executed as of this                     day of                     .

By:

Name:

Title:

ANNEX A TO EXHIBIT A-2

LIST OF SERVICER DEFAULTS

Nature of Default Status

EXHIBIT B

FORM OF SEMIANNUAL TRUE-UP FILING

[date]

ADVICE             

PUBLIC UTILITIES COMMISSION OF OHIO

SUBJECT: Phase-In-Recovery Charge Adjustment Request Pursuant to PUCO Case No. 12-1465-EL-ATS (the “Financing Order”), The Cleveland Electric Illuminating Company, as servicer of the Bonds or any successor Servicer and on behalf of the bond issuer and bond trustee may apply for adjustment to the Phase-In-Recovery Charge semiannually and at such additional intervals as may be provided for in the Financing Order. Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Financing Order.

PURPOSE

This filing establishes the revised Phase-In-Recovery Charge to be assessed and collected from all classes of retail users of The Cleveland Electric Illuminating Company distribution system within the geographic service territory as in effect on [            ,             ] , and whether or not such distribution system is being operated by The Cleveland Electric Illuminating Company or a successor distribution company. The Phase-In-Recovery Charge is a usage-based component of each retail user’s monthly bill until the Bonds, and interest thereon, and all other approved Financing Costs of the Company’s bond issuer are discharged in full. In the Financing Order, the Commission authorized The Cleveland Electric Illuminating Company to file Adjustment Requests semiannually and otherwise as provided for in the Financing Order. The Cleveland Electric Illuminating Company, or a successor Servicer, is authorized to file periodic Phase-In-Recovery Charge adjustments to the extent necessary to ensure the timely recovery of revenues sufficient to provide for the payment of an amount equal to the Bonds, and interest thereon, and all other approved financing costs, which may include indemnity obligations of the bond issuer in the securitization transaction documents for bond issuer officers and directors, trustee fees, liabilities of the special purpose trust and liabilities to the underwriters related to the underwriting of the Bonds. Adjustment Requests are those where The Cleveland Electric Illuminating Company uses the methodology approved by the Commission in PUCO Case No. 12-1465-EL-ATS to adjust upward or downward the existing Phase-In-Recovery Charge.

Using the methodology approved by the Commission in the Financing Order, this filing modifies the variables used in the Phase-In-Recovery Charge calculation and provides the resulting modified Phase-In-Recovery Charge. The enclosures show the revised assumptions for the variables used in calculating the Phase-In-Recovery Charge for retail users and the resulting tariff pages of The Cleveland Electric Illuminating Company reflecting the pricing update for the Phase-In-Recovery Rider (Rider PIR).

EFFECTIVE DATE

In accordance with the Financing Order, unless otherwise ordered by the PUCO, adjustments requested pursuant to Semiannual True-Up Filings will become effective on a service rendered basis 60 days after the filing with the PUCO. Therefore, these Phase-In-Recovery Charges shall be effective as of             .

NOTICE

Copies of this filing are being furnished to the parties on the attached service list. Notice to the public is hereby given by filing and keeping this filing open for public inspection at The Cleveland Electric Illuminating Company’s corporate headquarters.

Enclosures

EXHIBIT C

FORM OF MONTHLY SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(ii) of the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between The Cleveland Electric Illuminating Company, as servicer (the “Servicer”) and CEI Funding LLC, the Servicer does hereby certify as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement.

For the Monthly Period:                    

1.	Billings:
a)	Monthly kWh Consumption:
b)	Applicable Phase-In-Recovery Charge:
c)	Total Phase-In-Recovery Charge Amount Billed (less expected charge-offs) this Month:
d)	Cumulative Phase-In-Recovery Charge Amount Billed (less expected charge-offs) this Remittance Period:

2.	Remittances:
a)	Total Amount Remitted this Month:
b)	Cumulative Amount Remitted this Remittance Period:

3.	Draws on Subaccounts:
a)	Excess Funds Subaccount Draw Amount this Month:
b)	Cumulative Excess Funds Subaccount Draw Amount this Remittance Period (net of funding):
c)	Capital Subaccount Draw Amount this Month:
d)	Cumulative Capital Subaccount Draw Amount this Remittance Period (net of funding):

Executed as of this                     day of                     .

THE CLEVELAND ELECTRIC ILLUMINATING

COMPANY, as Servicer

By:

Name:

Title:

EXHIBIT D

FORM OF SEMIANNUAL SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(iii) of the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between The Cleveland Electric Illuminating Company, as servicer and CEI Funding LLC, the Servicer does hereby certify, for the Current Payment Date, as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement.

1. Phase-In-Recovery Charge Collections and Aggregate Amounts Available for the Current Payment Date:

i.	Amount Remitted [Month] [Year]
ii.	Amount Remitted [Month] [Year]
iii.	Amount Remitted [Month] [Year]
iv.	Amount Remitted [Month] [Year]
v.	Amount Remitted [Month] [Year]
vi.	Amount Remitted [Month] [Year]
vii.	Total Amount Remitted for this Period (sum of i. through vi. above):
viii.	Net Earnings on Collection Account (1):
ix.	[Expenses] Paid to Date:
x.	General Subaccount Balance (sum of vii. and viii. above minus ix.):
xi.	Excess Funds Subaccount Balance
xii.	Capital Subaccount Balance
xiii.	Collection Account Balance (sum of x. through xii. above)1:

2. Outstanding Principal Balance as of Prior Payment Date by Tranche:

i.	Tranche A-1 Principal Balance Outstanding Bond:
ii.	Tranche A-2 Principal Balance Outstanding Bond:
iii.	Tranche A-3 Principal Balance Outstanding Bond:
iv.	Total Bond Principal Balance:

¹  [Includes interest earned on the excess funds subaccount transferred to the collection account.]

3. Required Funding/Payments as of Current Payment Date:

a) Projected Principal Balances and Payments

	Projected Principal Balance	Semiannual Principal Due
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii Tranche A-3 Bond
iv. Total Projected Principal Amount:

b) Required Interest Payments

	Bond Interest Rate	Days in Applicable Period	Interest Due
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Required Interest Amount:

c) Projected Subaccount Payments and Levels

Subaccount	Principal Level	Funding Required
i.Capital Subaccount:
ii.Total Subaccount Payments and Levels:

4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(e) of Bond Indenture:

a) Semiannual Expenses

Net Expense Amount (Payable on Current Payment Date):

i. Bond, Delaware and Certificate Trustee Fees and Expenses allocable to Bond Issuer:

ii. Semiannual Servicing Fee:

iii. Semiannual Administration Fee:

iv. Operating Expenses (subject to Cap):

v. Total Expenses:

b) Semiannual Interest

	Aggregate	Per $1000 of Original Principal Amount
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Semiannual Interest:

c) Semiannual Principal

	Aggregate	Per $1000 of Original Principal Amount
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Semiannual Principal:

d) Other Payments

i. Operating Expenses (in excess of [$100,000]):

ii. Funding of Capital Subaccount (to required amount):

iii. Deposits to Excess Funds Subaccount:

5. Outstanding Principal Balance and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such distribution date):

a) Principal Balance Outstanding:

i. Tranche A-1 Principal Balance Outstanding Bond:

ii. Tranche A-2 Principal Balance Outstanding Bond:

iii. Tranche A-3 Principal Balance Outstanding Bond:

iv. Total Bond Principal Balance:

b) Collection Account Balances Outstanding:

i. Capital Subaccount:

ii. Excess Funds Subaccount:

iii. Total Subaccount Amount:

6. Subaccount Draws as of Current Payment Date (if applicable, pursuant to Section 8.02(e) of Bond Indenture):

i. Capital Subaccount:

ii. Excess Funds Subaccount:

iii. Total Subaccount Draws:

7. Shortfalls in Interest and Principal Payments as of Current Payment Date (if applicable):

a) Semiannual Interest Shortfall

i. Tranche A-1 Bond

ii. Tranche A-2 Bond

iii. Tranche A-3 Bond

iv. Total Semiannual Interest Shortfall:

b) Semiannual Principal Shortfall

i. Tranche A-1 Bond

ii. Tranche A-2 Bond

iii. Tranche A-3 Bond

iv. Total Semiannual Principal Shortfall:

8. Shortfalls in Required Subaccount Levels as of Current Distribution Date:

i. Capital Subaccount:

ii. Total Subaccount Shortfalls:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Semiannual Servicer Certificate this                     day of                     ,                     .

THE CLEVELAND ELECTRIC

ILLUMINATING COMPANY, as Servicer

By:

Name:

Title:

EXHIBIT E

FORM OF SEMIANNUAL RECONCILIATION

Pursuant to Section 4.03(b) of the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between The Cleveland Electric Illuminating Company, as servicer (the “Servicer”) and CEI Funding LLC, the Servicer does hereby certify as follows:

For the Reconciliation Period:                    to                     

1. Calculation of Remittance Shortfall or Remittance Excess:

a)	Deemed Phase-In-Recovery Charge Payments, Collected and Remitted
b)	Estimated Phase-In-Recovery Charge Payments, Collected and Remitted
c)	Remittance Shortfall (b – a, if positive):
d)	Remittance Excess (a – b, if positive):

Executed as of this                     day of                     .

THE CLEVELAND ELECTRIC ILLUMINATING COMPANY,

as Servicer

By:

Name:

Title:

SCHEDULE 4.01(A)

EXPECTED AMORTIZATION SCHEDULE

OUTSTANDING PRINCIPAL BALANCE

SCHEDULE 4.01(A)

Expected Amortization Schedule

Semiannual Payment Date	Tranche A-1 Balance		Tranche A-2 Balance		Tranche A-3 Balance
Tranche Size	$	72,503,000	$	56,383,000	$	103,160,000
Date
Closing Date	$	72,503,000	$	56,383,000	$	103,160,000
1/2014		58,305,317		56,383,000		103,160,000
7/2014		42,387,863		56,383,000		103,160,000
1/2015		32,703,861		56,383,000		103,160,000
7/2015		23,434,114		56,383,000		103,160,000
1/2016		14,004,184		56,383,000		103,160,000
7/2016		4,719,440		56,383,000		103,160,000
1/2017		—		51,664,204		103,160,000
7/2017		—		42,379,769		103,160,000
1/2018		—		32,943,866		103,160,000
7/2018		—		23,634,345		103,160,000
1/2019		—		14,105,397		103,160,000
7/2019		—		4,728,780		103,160,000
1/2020		—		—		98,431,982
7/2020		—		—		89,143,349
1/2021		—		—		79,551,522
7/2021		—		—		70,421,318
1/2022		—		—		67,936,584
7/2022		—		—		65,548,132
1/2023		—		—		63,074,912
7/2023		—		—		60,631,354
1/2024		—		—		58,125,770
7/2024		—		—		55,605,530
1/2025		—		—		53,013,250
7/2025		—		—		50,404,820
1/2026		—		—		47,722,827
7/2026		—		—		45,023,137
1/2027		—		—		42,248,311
7/2027		—		—		39,454,185
1/2028		—		—		36,583,294
7/2028		—		—		33,691,447
1/2029		—		—		30,721,149
7/2029		—		—		27,728,180
1/2030		—		—		24,655,016
7/2030		—		—		21,557,406
1/2031		—		—		18,377,795
7/2031		—		—		15,171,903
1/2032		—		—		11,882,143
7/2032		—		—		8,564,201
1/2033		—		—		5,160,458
7/2033		—		—		1,726,567
1/2034		—		—		—
7/2034		—		—		—
1/2035		—		—		—
7/2035		—		—		—

ANNEX I

SERVICING PROCEDURES

The Servicer agrees to comply with the following servicing procedures:

SECTION 1. DEFINITIONS

(a) Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement.

(b) Whenever used in this Annex I, the following words and phrases shall have the following meanings:

“Billed Phase-In-Recovery Charges” means the dollar amounts billed to Customers in respect of the Phase-In-Recovery Charge, whether billed to Customers by the Servicer or to Customers by a TPB pursuant to a TPB Agreement.

“Deemed Charge-Off Percent” means the Servicer’s actual system wide charge-off percentage, as adjusted for estimates of partially paid bills (which are deemed to have paid the Phase-In-Recovery Charge in full).

“Estimated Charge-Off Percent” means the Servicer’s good faith estimate of the Deemed Charge-Off Percent.

“Servicer Policies and Practices” means, with respect to the Servicer’s duties under this Annex I, 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 or others, as in effect from time to time and in accordance with the Financing Order and PUCO Regulations. The Servicer shall provide ten days’ prior written notice to the Rating Agencies of any amendment to the Servicer Policies and Practices that would adversely affect in any material respect the Bondholders and, thus, the Certificateholders.

SECTION 2. DATA ACQUISITION

(a) Installation and Maintenance of Meters. Except to the extent that a TPB is responsible for such services pursuant to a TPB Agreement, the Servicer shall cause to be installed, replaced and maintained meters in accordance with the Servicer Policies and Practices.

(b) Meter Reading. In accordance with the Servicer Policies and Practices, the Servicer shall obtain usage measurements for each Customer; provided, however, that the Servicer may determine any Customer’s usage on the basis of estimates in accordance with applicable PUCO Regulations; and, provided, further, that the Servicer may obtain usage measurements from the Applicable TPB for Customers receiving meter reading services from such TPB if the applicable TPB Agreement so provides.

(c) Cost of Metering. The Bond Issuer shall not be obligated to pay any costs associated with the metering duties set forth in this Section 2, including the costs of installing, replacing and maintaining meters, nor shall the Bond Issuer be entitled to any credit against the Servicing Fee for any cost savings realized by the Servicer or any TPB as a result of new metering and/or billing technologies.

SECTION 3. USAGE AND BILL CALCULATION

The Servicer shall obtain a calculation of each Customer’s usage (which may be based on data obtained from such Customer’s meter read or on usage estimates determined in accordance with applicable PUCO Regulations) in accordance with the Servicer Policies and Practices and shall determine therefrom Billed Phase-In-Recovery Charges; provided, however, that in the case of Customers served by a TPB pursuant to a TPB Agreement, the Servicer may obtain usage measurements from the Applicable TPB for Customers receiving meter reading services from such TPB if the Applicable TPB Agreement so provides and shall determine therefrom Billed Phase-In-Recovery Charges.

SECTION 4. BILLING

(a) Billing. The Servicer shall implement the Phase-In-Recovery Charge as of the Closing Date and shall thereafter bill each Customer or the Applicable TPB for each Customer’s Billed Phase-In-Recovery Charges in accordance with the provisions of this Section 4.

(b) Frequency of Bills; Billing Practices. In accordance with the Servicer Policies and Practices, the Servicer shall generate and issue a Bill to each Customer, or, in the case of a Customer who is being billed by a TPB, to the Applicable TPB, with respect to such Customer’s Billed Phase-In-Recovery Charges. In the event that the Servicer makes any material modification to the Servicer Policies and Practices, it shall notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies as soon as practicable, and in no event later than 60 Servicer Business Days after such modification goes into effect; provided, however, that the Servicer may not make any modification that will materially adversely affect the Bondholders and, thus, the Certificateholders.

(c) Format.

(i) Each Bill to a Customer shall contain or be deemed to contain a charge that shall include the Phase-In-Recovery Charge owed by such Customer for the applicable billing period.

(ii) Each Bill in which the Phase-In-Recovery Charge is listed as a line item shall contain a statement (as a footnote) to the effect that all of the Phase-In-Recovery Charge is owned by the Bond Issuer.

(iii) The Servicer shall conform to such requirements in respect of the format, structure and text of Bills delivered to Customers and TPBs as the Financing Order and applicable PUCO Regulations shall from time to time prescribe. To the extent that Bill format, structure and text are not prescribed by applicable law or by applicable PUCO Regulations, the Servicer shall, subject to clauses (i) and (ii) of this subsection (c), determine the format, structure and text of all Bills in accordance with its reasonable business judgment, the Servicer Policies and Practices and historical practice.

(d) Delivery. Except as provided in the next sentence, the Servicer shall deliver all Bills to Customers (i) by United States mail in such class or classes as are consistent with the Servicer Policies and Practices or (ii) by any other means, whether electronic or otherwise, that the Servicer may from time to time use in accordance with the Servicer Policies and Practices. In the case of Customers that are billed by a TPB, the Servicer shall deliver all Bills to the Applicable TPBs by such means as are mutually agreed upon by the Servicer and the Applicable TPB in the TPB Agreement and which are consistent with the relevant order of the PUCO and with PUCO Regulations. The Servicer or a TPB, as applicable, shall pay from its own funds all costs of issuance and delivery of all Bills that it renders, including printing and postage costs as the same may increase or decrease from time to time.

SECTION 5. CUSTOMER SERVICE FUNCTIONS

The Servicer or a TPB to extent provided in the applicable TPB Agreement shall handle all Customer inquiries and other Customer service matters according to the Servicer Policies and Practices.

SECTION 6. COLLECTIONS; PAYMENT PROCESSING; REMITTANCE

(a) Collection Efforts, Policies, Procedures.

(i) The Servicer shall use reasonable efforts to collect Billed Phase-In-Recovery Charges from Customers and TPBs as and when the same become due in accordance with such collection procedures as it follows with respect to comparable assets that it services for itself or others, including the following:

(A) The Servicer shall prepare and deliver overdue notices to Customers and TPBs in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(B) The Servicer shall deliver past-due and shut-off notices in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(C) The Servicer shall adhere to and carry out disconnection policies and termination of billing by a TPB pursuant to a TPB Agreement in accordance with Ohio Rev. Code Ann. §§ 4933.121-122, Ohio Admin. Code § 4901: 1-10-15-18 and Ohio Admin. Code § 4901-01-18, or successor provisions, and the Servicer Policies and Practices.

(D) The Servicer may employ the assistance of collection agents in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(E) The Servicer shall apply Customer and TPB deposits to the payment of delinquent accounts in accordance with applicable PUCO Regulations and the Servicer Polices and Practices.

(ii) The Servicer shall not waive any late payment charge or any other fee or charge relating to delinquent payments, if any, or waive, vary or modify any terms of payment of any amounts payable by a Customer, in each case unless such waiver or action: (A) would be in accordance with the Servicer Policies and Practices and (B) would comply in all material respects with applicable law.

(iii) The Servicer shall accept payment from Customers in respect of Billed Phase-In-Recovery Charges in such forms and methods and at such times and places in accordance with the Servicer Policies and Practices. The Servicer shall accept payment from TPBs in respect of Billed Phase-In-Recovery Charges in such forms and methods and at such times and places as the Servicer and each TPB shall mutually agree in accordance with the Applicable TPB Agreement and applicable PUCO Regulations.

(b) Payment Processing, Allocation, Priority of Payments. The Servicer shall post all payments received to Customer or TPB accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than two Servicer Business Days after receipt.

(c) Investment of Estimated Phase-In-Recovery Charge Payments Received. Prior to remittance on the applicable Remittance Date, the Servicer may invest Estimated Phase-In-Recovery Charge Payments at its own risk and for its own benefit, and such investments and funds shall not be required to be segregated from the other investments and funds of the Servicer.

(d) Calculation of Estimated Phase-In-Recovery Charge Payments and Deemed Phase-In-Recovery Charge Payments; Remittances. In accordance with Section 4.03(a) of the Servicing Agreement, the Servicer shall remit to the Bond Trustee for deposit in the Collection Account an amount equal to the product of the Billed Phase-In-Recovery Charges for a particular billing date multiplied by one hundred percent less the Estimated Charge-Off Percent. Such product shall constitute the amount of Estimated Phase-In-Recovery Charge Payments. Pursuant to Section 4.03(b) of the Agreement, on or before each January 1 and July 1 (and as frequently as monthly during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date), the Servicer shall calculate the amount of Deemed Phase-In-Recovery Charge Payments by multiplying the Billed Phase-In-Recovery Charges by one hundred percent less the Deemed Charge-Off Percent. Notwithstanding the preceding, the Servicer shall be permitted to remit actual collected amounts to the extent such amounts are reasonably determinable so as to facilitate such remittance within the time frame contemplated by Section 4.03(a) of the Servicing Agreement (in which case all applicable defined terms and provisions of the Servicing Agreement shall be deemed modified (or of no effect) to read in a manner so as to permit the remittance of actual collected amounts).

(e) Remittances.

(i) The Bond Issuer shall cause to be established the Collection Account in the name of the Bond Trustee in accordance with Section 8.02 of the Bond Indenture.

(ii) The Servicer shall make or cause to be made Remittances to the Collection Account in accordance with Section 4.03 of the Servicing Agreement.

(iii) Any change of account or change of institution affecting the Collection Account shall not take effect until the Bond Issuer has provided at least fifteen (15) Servicer Business Days written notice thereof to the Servicer.

SECTION 7. TPBs

In the event a TPB performs services pursuant to a TPB Agreement, the Servicer shall comply with the procedures set forth in Schedule A to this Annex I.

SCHEDULE A

TO ANNEX I

Additional Servicing Procedures Applicable to TPBs

1. Establishing TPB Relationship

In addition to any actions required by the Financing Order, the PUCO or by applicable law, for each TPB that is responsible for collecting Billed Phase-In-Recovery Charges, the Servicer shall take the following steps:

(a) Maintain adequate records of the payment arrangement applicable to such TPB;

(b) Maintain copies of all Customer requests to convert to billing by a TPB;

(c) Verify with the PUCO that each TPB is licensed to supply electricity in Ohio;

(d) Obtain information from the TPB including, but not limited to: name, contact, address, telephone facsimile transmission number and internet address;

(e) Maintain and update records of Customers to permit prompt reversion to dual-billing;

(f) Maintain estimates of one month’s maximum Estimated Phase-In-Recovery Charge Payments for each TPB required to post a bond, letter of credit or cash deposit pursuant to the applicable TPB Agreement; and

(g) Comply with credit conditions set out in the Financing Order and applicable TPB Agreement.

2. Monitoring TPB Obligations

(a) The Servicer shall require each TPB to pay all undisputed and all disputed Billed Phase-In-Recovery Charges or make a financial arrangement for such payment according to the applicable TPB Agreement; and

(b) For all TPBs subject to any remittance option where such TPB is liable for all amounts billed in respect of Customers served thereby regardless of the amounts received therefrom, the Servicer shall monitor payment compliance and take all actions permitted by the PUCO and the Financing Order in the event of a default in payment.

3. Enforcing TPB Obligations

The Servicer shall promptly take all actions specified by the Financing Order with respect to amounts not remitted to the Servicer in accordance with the payment terms specified by the Financing Order, in addition to any other remedies available at law.

EX-10.13

EXHIBIT 10.13

Execution Version

OE FUNDING LLC,

as Bond Issuer

AND

OHIO EDISON COMPANY,

as Servicer

PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT

Dated as of June 20, 2013

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		5
ARTICLE II. APPOINTMENT AND AUTHORIZATION			5
Section 2.01.	Appointment of Servicer; Acceptance of Appointment		5
Section 2.02.	Authorization		5
Section 2.03.	Dominion and Control Over the Phase-In-Recovery Property		6
ARTICLE III. BILLING SERVICES			6
Section 3.01.	Duties of Servicer		6
Section 3.02.	Servicing and Maintenance Standards		7
Section 3.03.	Certificate of Compliance		8
Section 3.04.	Annual Report by Independent Registered Public Accountants		8
ARTICLE IV. SERVICES RELATED TO TRUE-UP ADJUSTMENTS; REMITTANCES AND RECONCILIATIONS			9
Section 4.01.	True-Up Adjustments		9
Section 4.02.	Limitation of Liability		10
Section 4.03.	Remittances; Reconciliations		10
ARTICLE V. THE PHASE-IN-RECOVERY PROPERTY			11
Section 5.01.	Custody of Phase-In-Recovery Property Records		11
Section 5.02.	Duties of Servicer as Custodian		11
Section 5.03.	Instructions; Authority to Act		12
Section 5.04.	Effective Period and Termination		12
Section 5.05.	Third-Party Billers		12
Section 5.06.	Custodian’s Indemnification		12
ARTICLE VI. THE SERVICER			13
Section 6.01.	Representations and Warranties of Servicer		13
Section 6.02.	Indemnities of Servicer		14
Section 6.03.	Limitation on Liability of Servicer and Others		15
Section 6.04.	Merger or Consolidation of, or Assumption of the Obligations of, Servicer		16
Section 6.05.	Ohio Edison Company Not to Resign as Servicer		16
Section 6.06.	Servicing Compensation		16
Section 6.07.	Compliance with Applicable Law		17
Section 6.08.	Access to Certain Records and Information Regarding Phase-In-Recovery Property		17
Section 6.09.	Appointments		17
Section 6.10.	No Servicer Advances		17
Section 6.11.	Maintenance of Operations		17
ARTICLE VII. DEFAULT			17
Section 7.01.	Servicer Default		17
Section 7.02.	Appointment of Successor		18
Section 7.03.	Waiver of Past Defaults		19
Section 7.04.	Notice of Servicer Default		19
ARTICLE VIII. MISCELLANEOUS PROVISIONS			19
Section 8.01.	Amendment		19
Section 8.02.	Maintenance of Accounts and Records		20
Section 8.03.	Notices		20
Section 8.04.	Assignment		21

i

Section 8.05.	Limitations on Rights of Third Parties	21
Section 8.06.	Severability	22
Section 8.07.	Separate Counterparts	22
Section 8.08.	Headings	22
Section 8.09.	Governing Law	22
Section 8.10.	Collateral Assignment to Bond Trustee	22
Section 8.11.	Nonpetition Covenant	22
Section 8.12.	Rule 17g-5 Compliance	22

EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Servicer Certificate
Exhibit A-2	Certificate of Compliance
Exhibit B	Form of Semiannual True-Up Filing
Exhibit C	Form of Monthly Servicer Certificate
Exhibit D	Form of Semiannual Servicer Certificate
Exhibit E	Form of Semiannual Reconciliation
Schedule 4.01(a)	Expected Amortization Schedule

ANNEXES

Annex I	Servicing Procedures
Schedule A to Annex I	Additional Servicing Procedures Applicable to TPBs

ii

This PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT, dated as of June 20, 2013, is between OE Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and Ohio Edison Company, an Ohio corporation.

RECITALS

Pursuant to the Statute and the Financing Order, the Seller and the Bond Issuer are concurrently entering into the Sale Agreement pursuant to which the Seller is selling to the Bond Issuer the Seller’s Phase-In-Recovery Property created pursuant to the Statute and the Financing Order.

In connection with the Bond Issuer’s ownership of the Phase-In-Recovery Property and in order to collect the Phase-In-Recovery Charge, the Bond Issuer desires to engage the Servicer to carry out the functions described herein. The Servicer currently performs similar functions for itself with respect to its own charges to its customers and for others. In addition, the Bond Issuer desires to engage the Servicer to act on its behalf in obtaining True-Up Adjustments from the PUCO. The Servicer desires to perform all of these activities on behalf of the Bond Issuer.

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

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Adjustment Request” means any filing made with the PUCO by the Servicer on behalf of the Bond Issuer to set or adjust the Phase-In-Recovery Charge, including the Issuance Advice Letter or a Semiannual True-Up Filing.

“Administrative Trustee” means The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, collectively (in each case, in its capacity as a servicer).

“Agreement” means this Phase-In-Recovery Property Servicing Agreement, together with all Exhibits, Schedules and Annexes hereto, as the same may be amended and supplemented from time to time.

“Annual Accountant’s Report” has the meaning set forth in Section 3.04.

“Bills” means each of the regular monthly bills, summary bills and other bills issued to Customers by Ohio Edison Company on its own behalf and in its capacity as Servicer or by a TPB.

“Bond Indenture” means the Bond Indenture, dated as of June 20, 2013, between the Bond Issuer and the Bond Trustee, as the same may be amended and supplemented from time to time.

“Bond Issuer” has the meaning set forth in the preamble to this Agreement.

“Certificate of Compliance” means the certificate referred to in Section 3.03.

“Closing Date” means June 20, 2013.

“Customers” means all classes of retail users of the Seller’s distribution system within its geographic service territory at any given time.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013 by U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustee, CEI Funding LLC, OE Funding LLC and TE Funding LLC, as the same may be further amended and supplemented from time to time.

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“Deemed Phase-In-Recovery Charge Payments” means the payments in respect of the Phase-In-Recovery Charge, which are deemed to have been received by the Servicer, directly or indirectly (including through any TPB), from or on behalf of Customers, calculated in accordance with Annex I hereto.

“Estimated Phase-In-Recovery Charge Payments” means the estimated payments in respect of the Phase-In-Recovery Charge, which are deemed to have been received by the Servicer, directly or indirectly (including through any TPB), from or on behalf of Customers, calculated in accordance with Annex I hereto.

“Expected Amortization Schedule” means Schedule 4.01(a) hereto.

“Financing Order” means the order of the PUCO issued on October 10, 2012, as amended by the entry on rehearing issued by the PUCO on December 19, 2012 and as further amended by the entry nunc pro tunc issued by the PUCO on January 9, 2013.

“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.

“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 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 60 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.

“Issuance Advice Letter” means the initial Issuance Advice Letter, dated June 13, 2013, filed by the Servicer with the PUCO pursuant to the Financing Order.

“Losses” has the meaning assigned to that term in Section 6.02(b).

“Monthly Servicer Certificate” has the meaning assigned to that term in Section 4.01(d)(ii).

“Officer’s Certificate” means a certificate of the Servicer signed by a Responsible Officer.

“Opinion of Counsel” means one or more written opinions of counsel who may be an employee of or counsel to the party providing such opinion(s) of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion(s) of counsel.

“Phase-In-Recovery Charge” means the Seller’s Phase-In-Recovery Charge designated pursuant to the Financing Order, as the same may be adjusted from time to time as provided in the Financing Order.

“Phase-In-Recovery Charge Collections” means the Estimated Phase-In-Recovery Charge Payments remitted to the Collection Account.

“Phase-In-Recovery Property” means the phase-in-recovery property that is created simultaneous with the sale of such property by the Seller to the Bond Issuer and continues to exist pursuant to and in accordance with paragraph VI.A(6) of the Financing Order and Sections 4928.232, 4928.234 and 4928.2312 of the Statute and is sold by the Seller to the Bond Issuer under the Sale Agreement.

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“Phase-In-Recovery Property Records” has the meaning assigned to that term in Section 5.01.

“Principal Balance” means, as of any Payment Date, the sum of the outstanding principal amount of the Bonds.

“Projected Principal Balance” means, as of any Payment Date, the sum of the projected outstanding principal amount of the Bonds for such Payment Date set forth in the Expected Amortization Schedule.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“PUCO Regulations” means all regulations, rules, tariffs and laws applicable to public utilities or TPBs, as the case may be, and promulgated by, enforced by or otherwise within the jurisdiction of the PUCO.

“Rating Agency Condition” means, with respect to any action, not less than ten Business Days’ prior written notification to each Rating Agency of such action, and written confirmation from each of Standard & Poor’s and Moody’s to the Servicer, the Bond Trustee and the Bond Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Bonds and that prior to the taking of the proposed action no other Rating Agency shall have provided written notice to the Bond Issuer that such action has resulted or would result in the suspension, reduction or withdrawal of the then current rating of any Tranche of Bonds; provided, that if within such ten Business Day period, any Rating Agency (other than Standard & Poor’s) has neither replied to such notification nor responded in a manner that indicates that such Rating Agency is reviewing and considering the notification, then (i) the Bond Issuer shall be required to confirm that such Rating Agency has received the Rating Agency Condition request, and if it has, promptly request the related Rating Agency Condition confirmation and (ii) if the Rating Agency neither replies to such notification nor responds in a manner that indicates it is reviewing and considering the notification within five Business Days following such second request, the applicable Rating Agency Condition requirement shall not be deemed to apply to such Rating Agency. For the purposes of this definition, any confirmation, request, acknowledgment or approval that is required to be in writing may be in the form of electronic mail or a press release (which may contain a general waiver of a Rating Agency’s right to review or consent).

“Rating Agency” means, collectively, Moody’s, Standard & Poor’s and Fitch. 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 Bond Issuer, notice of which designation shall be given to the Bond Trustee, the Certificate Trustee and the Servicer.

“Reconciliation Period” means the semiannual periods commencing on April 1 and October 1 of each year and ending on September 30 and March 31, respectively, of each year; provided, however, that the initial Reconciliation Period shall commence on the Closing Date and end on or before the date which is 12 months after the Closing Date.

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

“Remittance” means each remittance hereunder of Estimated Phase-In-Recovery Charge Payments by the Servicer to the Bond Trustee.

“Remittance Date” means each Servicer Business Day on which a Remittance is to be made by the Servicer pursuant to Section 4.03.

“Remittance Excess” means the amount, if any, calculated for a particular Reconciliation Period, by which all Phase-In-Recovery Charge Collections during such Reconciliation Period exceed Deemed Phase-In-Recovery Charge Payments during such Reconciliation Period.

“Remittance Period” means the semiannual periods commencing on January 1 and July 1 of each year and ending on June 30 and December 31, respectively, of each year; provided, however, that the initial Remittance Period shall commence on the Closing Date and end on or before the date which is three months after the end of the initial Reconciliation Period.

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“Remittance Shortfall” means the amount, if any, calculated for a particular Reconciliation Period, by which Deemed Phase-In-Recovery Charge Payments during such Reconciliation Period exceed Phase-In-Recovery Charge Collections during such Reconciliation Period.

“Required Debt Service” means, for any Remittance Period, the total dollar amount calculated by the Servicer in accordance with Section 4.01(b)(i) as necessary to be remitted to the Collection Account during such Remittance Period (after giving effect to (a) the allocation and distribution of amounts on deposit in the Excess Funds Subaccount at the time of calculation and which are available for payments on the Bonds, (b) any shortfalls in Required Debt Service for any prior Remittance Period, (c) the required payment or credit of any Remittance Excess or Remittance Shortfall during such Remittance Period and (d) any Remittances based upon the Phase-In-Recovery Charge in effect in the prior Remittance Period that are expected to be realized in such Remittance Period) in order to ensure that, as of the Payment Date immediately following the end of such period, (i) all accrued and unpaid interest on the Bonds then due shall have been paid in full, (ii) the Principal Balance of the Bonds is equal to the Projected Principal Balance of the Bonds for that Payment Date, (iii) the balance on deposit in the Capital Subaccount equals the Required Capital Level, and (iv) all other fees, expenses and indemnities due and owing and required or allowed to be paid under Section 8.02 of the Bond Indenture as of such date shall have been paid in full; provided, however, that, with respect to any True-Up Adjustment occurring after the last Scheduled Maturity Date for any Bonds, the Required Debt Service shall be calculated to ensure that sufficient amounts will be collected to retire such Bonds in full as of the earlier of (x) the next Payment Date and (y) the Final Maturity Date for such Bonds.

“Responsible Officer” means the chief executive officer, the president, any vice president, the treasurer, any assistant treasurer, the clerk, any assistant clerk, the controller or the director of corporate finance and cash management of the Servicer.

“Retirement of the Bonds” means the day on which the final payment is made to the Bond Trustee in respect of the last outstanding Bond.

“Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between Ohio Edison Company, as Seller, and the Bond Issuer, as the same may be amended and supplemented from time to time.

“Seller” means Ohio Edison Company, an Ohio corporation, and its permitted successors and assigns under the Sale Agreement.

“Semiannual Servicer Certificate” has the meaning assigned to that term in Section 4.01(d)(iii).

“Semiannual True-Up Filing” means an adjustment request filed with the PUCO on or prior to November 1 and May 1 in each year (after the initial adjustment request to be filed with the PUCO within 12 months after the issuance date of the Bonds, which initial adjustment request shall also constitute a Semiannual True-Up Filing), in respect of an adjustment request; provided that during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date, “Semiannual True-Up Filing” means a True-Up Adjustment filed as frequently as monthly. Unless otherwise ordered by the PUCO, a Semiannual True-Up Filing will become effective on a service tendered basis sixty (60) days after the filing with the PUCO.

“Servicer” means Ohio Edison Company, as the servicer of the Phase-In-Recovery Property, or each successor (in the same capacity) pursuant to Section 6.04 or 7.02.

“Servicer Business Day” means any Business Day on which the Servicer’s offices in the State of Ohio are open for business.

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“Servicer Default” means an event specified in Section 7.01.

“Servicing Fee” has the meaning set forth in Section 6.06(a).

“Sponsor” means Ohio Edison Company, an Ohio corporation, and its permitted successors and assigns under the Sale Agreement.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

“Termination Notice” has the meaning assigned to that term in Section 7.01.

“TPB” means a third party who bills and collects the Phase-In-Recovery Charge to and from Customers in accordance with the Statute, PUCO Regulations and any order of the PUCO.

“True-Up Adjustment” means each adjustment to the Phase-In-Recovery Charge made pursuant to the terms of the Financing Order and in accordance with Section 4.01 hereof.

“Weighted Average Days Outstanding” means the weighted average number of days Ohio Edison Company’s monthly retail customer bills remain outstanding during the calendar year immediately preceding the calculation thereof pursuant to Section 4.01(b)(i). For all purposes of this Agreement, the calculation of Weighted Average Days Outstanding pursuant to Section 4.01(b)(i) shall become effective on January 1 and July 1 of each year. The initial Weighted Average Days Outstanding shall be 21 days until updated pursuant to Section 4.01(b)(i).

Section 1.02. Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Bond Indenture.

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

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

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter forms of such terms.

ARTICLE II.

APPOINTMENT AND AUTHORIZATION

Section 2.01. Appointment of Servicer; Acceptance of Appointment. Subject to Section 6.05 and Article 7, the Bond Issuer hereby appoints the Servicer, and the Servicer hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Bond Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

Section 2.02. Authorization. With respect to all or any portion of the Phase-In-Recovery Property, the Servicer is authorized and empowered by the Bond Issuer to (a) execute and deliver, on behalf of itself and/or the Bond Issuer, as the case may be, any and all instruments, documents or notices, and (b) on behalf of itself and/or the Bond Issuer, as the case may be, make any filing and participate in proceedings of any kind with any governmental authorities, including with the PUCO. The Bond Issuer shall execute and/or furnish the Servicer such documents as

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have been prepared by the Servicer for execution by the Bond Issuer, and with such other documents as may be in the Bond Issuer’s possession, as the Servicer may determine to be necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder. Upon the Servicer’s written request, the Bond Issuer shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its duties hereunder.

Section 2.03. Dominion and Control Over the Phase-In-Recovery Property. Notwithstanding any other provision herein, the Bond Issuer shall have dominion and control over the Phase-In-Recovery Property, and the Servicer, in accordance with the terms hereof, is acting solely as the servicing agent and custodian for the Bond Issuer with respect to the Phase-In-Recovery Property and the Phase-In-Recovery Property Records. The Servicer shall not take any action that is not authorized by this Agreement or that shall impair the rights of the Bond Issuer or the Bond Trustee in the Phase-In-Recovery Property, in each case unless such action is required by applicable law.

ARTICLE III.

BILLING SERVICES

Section 3.01. Duties of Servicer. The Servicer, as agent for the Bond Issuer, shall have the following duties:

(a) Duties of Servicer Generally.

(i) General Duties. The Servicer’s duties in general shall include management, servicing and administration of the Phase-In-Recovery Property; obtaining meter reads, calculating electricity usage, billing, collection and posting of all payments in respect of the Phase-In-Recovery Property; responding to inquiries by Customers, the PUCO, competitive retail electric suppliers (if any) or any federal, local or other state governmental authorities with respect to the Phase-In-Recovery Charges or Phase-In-Recovery Property; delivering Bills to Customers, investigating and handling delinquencies, processing and depositing collections and making periodic remittances; furnishing periodic reports to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies and the PUCO; making all filings with the PUCO and taking such other action as may be necessary to perfect the Bond Issuer’s ownership interest in and the Bond Trustee’s first priority security interest in the Phase-In-Recovery Property; making all filings and taking such other action as may be necessary to perfect and maintain the perfection and priority of the Bond Trustee’s security interest in the Collateral; selling, as the agent for the Bond Issuer as its interests may appear, defaulted or written off accounts in accordance with the Servicer’s usual and customary practices; taking all necessary action in connection with True-Up Adjustments as set forth herein; and performing such other duties as may be specified in the Financing Order to be performed by it. To the extent allowed by law and PUCO Regulations, certain of the duties set forth above may be performed by TPBs. Without limiting the generality of this Section 3.01(a)(i), in furtherance of the foregoing, the Servicer hereby agrees that it shall also have, and shall comply with, the duties and responsibilities relating to data acquisition, usage and bill calculation, billing, customer service functions, collection, payment processing and remittance set forth in Annex I hereto, as it may be amended from time to time. For the avoidance of doubt, the term “usage” when used herein refers to both kilowatt hour consumption and kilowatt demand.

(ii) PUCO Regulations Control. Notwithstanding anything to the contrary in this Agreement, the duties of the Servicer set forth in this Agreement shall be qualified in their entirety by any PUCO Regulations, the Financing Order and the federal securities laws and rules and regulations promulgated thereunder, including without limitation, Regulation AB, as in effect at the time such duties are to be performed.

(b) Reporting Functions.

(i) Semiannual Reconciliation Report. The Servicer shall deliver a semiannual written reconciliation report substantially in the form of Exhibit E hereto as required by Section 4.03(b) hereof.

(ii) Notification of Laws and Regulations. The Servicer shall promptly notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies in writing of any laws or PUCO Regulations hereafter promulgated that have a material adverse effect on the Servicer’s ability to perform its duties under this Agreement.

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(iii) Other Information. Upon the reasonable request of the Bond Issuer, the Bond Trustee, the Certificate Trustee, any Rating Agency, or the PUCO, the Servicer shall provide to such Bond Issuer, Bond Trustee, Certificate Trustee, the Rating Agencies, or the PUCO, as the case may be, any public financial information in respect of the Servicer, or any material information regarding the Phase-In-Recovery Property to the extent it is reasonably available to the Servicer, as may be reasonably necessary and permitted by law, including all applicable PUCO Regulations and guidelines, for the Bond Issuer, the Bond Trustee, the Certificate Trustee, or the Rating Agencies to monitor the Servicer’s performance hereunder.

(iv) Preparation of Reports to be Filed with the Commission. The Servicer shall prepare and deliver such additional reports as are required under this Agreement, including a copy of each Semiannual Servicer Certificate described in Section 4.01(d)(iii), the annual Certificate of Compliance described in Section 3.03, and the Annual Accountant’s Report described in Section 3.04. In addition, the Servicer shall prepare, procure, deliver and/or file, or cause to be prepared, procured, delivered or filed, any reports, attestations, exhibits, certificates or other documents required to be delivered or filed with the Commission (and/or any other Governmental Authority) by the Bond Issuer or the Sponsor under the federal securities or other applicable laws or in accordance with the Basic Documents, including, without limitation, filing with the Commission, if applicable and required by applicable law, a copy or copies of (i) each Monthly Servicer Certificate described in Section 4.01(d)(ii) (under Form 10-D or any other applicable form), (ii) each Semiannual Servicer Certificate described in Section 4.01(d)(iii) (under Form 10-D or any other applicable form), (iii) the annual statements of compliance, attestation reports and other certificates described in Section 3.03, and (iv) the Annual Accountant’s Report (and any attestation required under Regulation AB) described in Section 3.04. In addition, the appropriate officer or officers of the Servicer shall (in its separate capacity as Servicer) sign the Sponsor’s annual report on Form 10-K (and any other applicable Commission or other reports, attestations, certifications and other documents, to the extent that the Servicer’s signature is required by, and consistent with, the federal securities laws and/or any other applicable law.

(c) Opinions of Counsel. The Servicer shall deliver to the Bond Issuer and the Bond Trustee:

(i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Bond Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the PUCO and all filings pursuant to the UCC, that are necessary under the UCC and the Statute to fully preserve, protect and perfect the Lien of the Bond Trustee in the Phase-In-Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Lien; and

(ii) within ninety days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the PUCO and all filings pursuant to the UCC, that are necessary under the UCC and the Statute to fully preserve, protect and perfect the Lien of the Bond Trustee in the Phase-In-Recovery Property, have been authorized, executed and filed and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Lien.

Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect such interest or Lien.

(d) Duties of Servicer as Administrative Trustee. The Servicer, in addition to the Delaware Trustee, shall serve as a trustee of the Trust, and as a trustee shall have the administrative duties set forth in the Declaration of Trust including without limitation those duties designated for such trustee in Article IV of the Declaration of Trust. The Servicer’s appointment as a trustee of the Trust shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 3.01(d). If any Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all the rights and obligations of any Servicer shall have terminated under Section 7.01, the appointment of such Servicer as a trustee under the Declaration of Trust shall terminate upon appointment of a successor Servicer, subject to the approval of the PUCO, and acceptance by such successor Servicer of such appointment.

Section 3.02. Servicing and Maintenance Standards. On behalf of the Bond Issuer, the Servicer shall (a) manage, service, administer and make collections in respect of the Phase-In-Recovery Property with reasonable care and in accordance with applicable law, including all applicable PUCO Regulations and guidelines, using the same degree of care and diligence that the Servicer exercises with respect to similar assets for its own account and, if applicable, for others; (b) follow customary standards, policies and procedures for the industry in performing its duties as Servicer; (c) use all reasonable efforts, consistent with its customary servicing procedures, to bill and collect the Phase-In-Recovery Charge; (d) file all filings under the applicable UCC or the Statute necessary or desirable to maintain the first priority perfected security interest of the Bond Trustee in the Phase-In-Recovery Property; (e) comply in all material respects with all laws and regulations applicable to and binding on it relating to

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the Phase-In-Recovery Property; and (f) submit semiannually a request to the PUCO seeking a True-Up Adjustment, if any is required, of the Phase-In-Recovery Charge. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of all or any portion of the Phase-In-Recovery Property, which, in the Servicer’s judgment, may include the taking of legal action, at the Bond Issuer’s expense but subject to the priority of payments and Cap set forth in Section 8.02(e) of the Bond Indenture.

Section 3.03. Certificate of Compliance.

(a) The Servicer shall deliver to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO, on or before (a) March 31 of each year or (b) if earlier, for any calendar year in which the Sponsor is required to file an annual report on Form 10-K in accordance with the Exchange Act and the rules and regulations thereunder, the date on which such annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, certificates from a Responsible Officer of the Servicer (i) containing, and certifying as to, the statements of compliance required by Item 1123 (or any successor or similar item or rule) of Regulation AB, as then in effect and (ii) containing, and certifying as to, the statements and assessment of compliance required by Item 1122(a) (or any successor or similar item or rule) of Regulation AB, as then in effect. These certificates may be in the form of, or shall include the forms attached hereto as Exhibit A-1 and Exhibit A-2, with, in the case of Exhibit A-1, such changes as may be required to conform to the applicable securities law.

(b) The Servicer shall use commercially reasonable efforts to obtain from each other party participating in the servicing function any additional certifications as to the statements and assessment required under Item 1122 or Item 1123 of Regulation AB to the extent required in connection with the filing of the annual report on Form 10-K; provided, however, that a failure to obtain such certifications shall not be a breach of the Servicer’s duties hereunder. The parties acknowledge that the Bond Trustee’s certifications shall be limited to the Item 1122 certifications described in Exhibit C of the Bond Indenture.

(c) The initial Servicer, in its capacity as Sponsor, shall post on its website and file with or furnish to the Commission, 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 information described in Section 3.07(g) of the Bond Indenture to the extent such information is reasonably available to the Sponsor. Except to the extent permitted by applicable law, the initial Servicer, in its capacity as Sponsor, shall not voluntarily suspend or terminate its filing obligations as Sponsor with the SEC as described in this Section 3.03(c). The covenants of the initial Servicer, in its capacity as Sponsor, pursuant to this Section 3.03(c) shall survive the resignation, removal or termination of the initial Servicer as Servicer hereunder.

Section 3.04. Annual Report by Independent Registered Public Accountants.

(a) The Servicer, at its own expense in partial consideration of the Servicing Fee paid to it, shall cause a firm of Independent registered public accountants (which may provide other services to the Servicer or the Seller) to prepare annually, and the Servicer shall deliver annually to the Bond Issuer, the Bond Trustee, Certificate Trustee, the Rating Agencies, and the PUCO, on or before the earlier of (a) March 31 of each year, beginning March 31, 2014, or (b) with respect to each calendar year during which the Sponsor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rule and regulations thereunder, a report addressed to the Servicer (the “Annual Accountant’s Report”) to the effect that such firm has performed certain procedures, agreed between the Servicer and such accountants, in connection with the Servicer’s compliance with its obligations under this Agreement during the preceding twelve months ended December 31 (or, in the case of the first Annual Accountant’s Report to be delivered on or before March 31, 2014, the period of time from the date of this Agreement until December 31, 2013), identifying the results of such procedures and including any exceptions noted.

(b) The Annual Accountant’s Report shall also indicate that the accounting firm providing such report is independent of the Servicer in accordance with the Rules of the Public Company Accounting Oversight Board, and shall include any attestation report required under Item 1122(b) of Regulation AB (or any successor or similar item or rule), as then in effect.

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ARTICLE IV.

SERVICES RELATED TO TRUE-UP ADJUSTMENTS; REMITTANCES AND RECONCILIATIONS

Section 4.01. True-Up Adjustments. From time to time, until the Retirement of the Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

(a) Expected Amortization Schedule. The Expected Amortization Schedule is attached hereto as Schedule 4.01(a).

(b) True-Up Filings.

(i) Semiannual True-Up Filings. For the purpose of preparing a Semiannual True-Up Filing, the Servicer shall: (A) update the assumptions underlying the calculation of the Phase-In-Recovery Charge, including energy usage volume, the rate of charge-offs and estimated expenses and fees of the Bond Issuer and the Certificate Issuer to the extent not fixed, in each case for the Remittance Periods beginning on January 1 and July 1 of such year; (B) update the calculation of Weighted Average Days Outstanding; (C) determine the Required Debt Service for each such Remittance Period based upon such updated assumptions; and (D) determine the Phase-In-Recovery Charge to be charged during each such Remittance Period based upon such Required Debt Service. The Servicer shall file a Semiannual True-Up Filing with the PUCO no later than November 1 and May 1 of each year (other than the first Semiannual True-Up Filing to be completed within 12 months after the issuance date of the Bonds).

(ii) True-Up Adjustments. The Servicer shall take all reasonable actions and make all reasonable efforts to secure any True-Up Adjustments.

(c) Intentionally Omitted.

(d) Reports.

(i) Notification of Adjustment Request Filings and True-Up Adjustments. Whenever the Servicer files an Adjustment Request with the PUCO, the Servicer shall send a copy of such filing to the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies concurrently therewith. If any True-Up Adjustment requested in any such Adjustment Request filing does not become effective on the applicable date as provided by the Financing Order, the Servicer shall notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies by the end of the second Servicer Business Day after such applicable date.

(ii) Monthly Servicer Certificate. So long as any Bonds are outstanding, not later than fifteen (15) days after the end of each month after the Certificates are issued (excluding June, 2013), or if such day is not a Servicer Business Day, the next succeeding Servicer Business Day, the Servicer shall deliver a written report substantially in the form of Exhibit C hereto (the “Monthly Servicer Certificate”) to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(iii) Semiannual Servicer Certificate. So long as any Bonds are outstanding, not later than the Servicer Business Day immediately preceding each Payment Date, the Servicer shall deliver a written report substantially in the form of Exhibit D hereto (the “Semiannual Servicer Certificate”) to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(iv) Reports to Customers. After each revised Phase-In-Recovery Charge has gone into effect pursuant to a True-Up Adjustment, the Servicer shall, to the extent and in the manner and time frame required by applicable PUCO Regulations, if any, cause to be prepared and delivered to customers any required notices announcing such revised Phase-In-Recovery Charges.

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Section 4.02. Limitation of Liability.

(a) The Bond Issuer and the Servicer expressly agree and acknowledge that:

(i) In connection with any True-Up Adjustment, the Servicer is acting solely in its capacity as the servicing agent hereunder.

(ii) Neither the Servicer nor the Bond Issuer shall be responsible in any manner for, and shall have no liability whatsoever as a result of, any action, decision, ruling or other determination made or not made, or any delay (other than any delay resulting from the Servicer’s failure to file the applications required by Section 4.01 in a timely and correct manner or other material breach by the Servicer of its duties under this Agreement that materially adversely affects the True-Up Adjustments), by the PUCO in any way related to the Phase-In-Recovery Property or in connection with any True-Up Adjustment, the subject of any filings under Section 4.01, any proposed True-Up Adjustment, or the approval of the Phase-In-Recovery Charge and the adjustments thereto.

(iii) The Servicer shall have no liability whatsoever relating to the calculation of the Phase-In-Recovery Charge and the adjustments thereto, including as a result of any inaccuracy of any of the assumptions made in such calculation regarding expected energy usage volume, the rate of charge-offs, estimated expenses and fees of the Bond Issuer and the Certificate Issuer, so long as the Servicer has not acted in a negligent manner in connection therewith, nor shall the Servicer have any liability whatsoever as a result of any Person, including the Bondholders or the Certificateholders, not receiving any payment, amount or return anticipated or expected in respect of any Bond or Certificate generally, except only to the extent that the Servicer is liable under Section 6.02 of this Agreement.

(b) Notwithstanding the foregoing, this Section 4.02 shall not relieve the Servicer of any liability under Section 6.02 for any misrepresentation by the Servicer under Section 6.01 or for any breach by the Servicer of its obligations under this Agreement.

Section 4.03. Remittances; Reconciliations.

(a) Subject to Section 4.03(b) below, on each Servicer Business Day commencing 45 days after the date of this Agreement, the Servicer shall cause to be made within two (2) Servicer Business Days of deemed receipt a wire transfer of immediately available funds to the General Subaccount of the Collection Account in an amount equal to the Estimated Phase-In-Recovery Charge Payments (as calculated in accordance with Annex I hereto) received on such day and on any prior day that was not a Servicer Business Day for which a Remittance has not previously been made (taking into account the Weighted Average Days Outstanding in effect from time to time). Prior to or simultaneous with each Remittance to the General Subaccount of the Collection Account pursuant to this Section, the Servicer shall provide written notice to the Bond Trustee of each such Remittance (including the exact dollar amount to be remitted).

(b) Within 12 months after the issuance of the Bonds and then on or before each January 1 and July 1 (and as frequently as monthly during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date), the Servicer shall calculate the amount of any Remittance Shortfall or Remittance Excess attributable to the prior Reconciliation Period and (A) if a Remittance Shortfall exists, the Servicer shall make a supplemental wire transfer of immediately available funds to the General Subaccount of the Collection Account on the next Servicer Business Day following such calculation in the amount of such Remittance Shortfall, or (B) if a Remittance Excess exists, the Servicer may reduce the amount of Remittances to be made to the Bond Issuer on succeeding Servicer Business Days in an amount equal to the amount of such Remittance Excess until the balance of the Remittance Excess has been reduced to zero. The Servicer shall deliver a written report setting forth in reasonable detail the calculation of any Remittance Excess or Remittance Shortfall to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(c) The Servicer agrees and acknowledges that it will remit Estimated Phase-In-Recovery Charge Payments in accordance with this Section 4.03 without any surcharge, fee, offset, charge or other deduction except (i) as set forth in Section 4.03(b) above and (ii) for late fees permitted by Section 6.06.

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ARTICLE V.

THE PHASE-IN-RECOVERY PROPERTY

Section 5.01. Custody of Phase-In-Recovery Property Records. To assure uniform quality in servicing the Phase-In-Recovery Property and to reduce administrative costs, the Bond Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Bond Issuer and the Bond Trustee as custodian of any and all documents and records that the Servicer shall keep on file, in accordance with its customary procedures, relating to the Phase-In-Recovery Property, including copies of the Financing Order and Adjustment Requests relating thereto and all documents filed with the PUCO in connection with any True-Up Adjustment and computational records relating thereto (collectively, the “Phase-In-Recovery Property Records”), which are hereby constructively delivered to the Bond Trustee, as pledgee of the Bond Issuer with respect to all Phase-In-Recovery Property.

Section 5.02. Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer shall hold the Phase-In-Recovery Property Records on behalf of the Bond Issuer and the Bond Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to the Phase-In-Recovery Property Records on behalf of the Bond Issuer and the Bond Trustee as shall enable the Bond Issuer to comply with this Agreement and the Bond Indenture. In performing its duties as custodian the Servicer shall act with reasonable care, using that degree of care and diligence that the Servicer exercises with respect to comparable assets that the Servicer services for itself or, if applicable, for others. The Servicer shall promptly report to the Bond Issuer and the Bond Trustee any failure on its part to hold the Phase-In-Recovery Property Records and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Bond Issuer or the Bond Trustee of the Phase-In-Recovery Property Records. The Servicer’s duties to hold the Phase-In-Recovery Property Records on behalf of the Bond Issuer set forth in this Section 5.02, to the extent such Phase-In-Recovery Property Records have not been previously transferred to a successor Servicer pursuant to Article VII, shall terminate one year and one day after the earlier of the date on which (i) the Servicer is succeeded by a successor Servicer in accordance with Article VII hereof and (ii) no Bonds are outstanding.

(b) Maintenance of and Access to Records. The Servicer shall maintain at all times records and accounts that permit the Servicer to identify Phase-In-Recovery Charges billed. The Servicer shall maintain the Phase-In-Recovery Property Records in Akron, Ohio or at such other office as shall be specified to the Bond Issuer and the Bond Trustee by written notice at least 30 days prior to any change in location. The Servicer shall make available for inspection to the Bond Issuer and the Bond Trustee or their respective duly authorized representatives, attorneys or auditors the Phase-In-Recovery Property Records at such times during normal business hours as the Bond Issuer or the Bond Trustee shall reasonably request and which do not unreasonably interfere with the Servicer’s normal operations. Nothing in this Section 5.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulations) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 5.02(b).

(c) Release of Documents. Upon instruction from the Bond Trustee in accordance with the Bond Indenture, the Servicer shall release any Phase-In-Recovery Property Records to the Bond Trustee, the Bond Trustee’s agent or the Bond Trustee’s designee, as the case may be, at such place or places as the Bond Trustee may designate, as soon as practicable.

(d) Defending Phase-In-Recovery Property Against Claims. The Servicer, on behalf of the Bondholders, shall institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of their obligations or duties under the Statute, the Financing Order or any Adjustment Request, and the Servicer agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to block or overturn any attempts to cause a repeal of, modification of or supplement to the Statute or the Financing Order or the rights of holders of Phase-In-Recovery Property by legislative enactment, voter initiative or constitutional amendment that would be adverse to the Bondholders, the Bond Issuer or the Bond Trustee, (and, thus, the Delaware

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Trustee, the Certificate Trustee and the Certificateholders). The costs of any such action shall be payable from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and Cap set forth in Section 8.02(e) of the Bond Indenture. The Servicer’s obligations pursuant to this Section 5.02 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) of the Bond Indenture may be delayed (it being understood that the Servicer may be required to initially advance its own funds to satisfy its obligations hereunder).

Section 5.03. Instructions; Authority to Act. For so long as any Bonds remain outstanding, the Servicer shall be deemed to have received proper instructions with respect to the Phase-In-Recovery Property Records upon its receipt of written instructions signed by a Responsible Officer of the Bond Trustee.

Section 5.04. Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 5.04. If any Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 7.01, the appointment of such Servicer as custodian shall terminate upon appointment of a successor Servicer, subject to the approval of the PUCO, and acceptance by such successor Servicer of such appointment.

Section 5.05. Third-Party Billers.

(a) The Servicer hereby acknowledges and agrees that:

(i) billing and collection of Phase-In-Recovery Charges by TPBs is not currently permitted by the Statute or PUCO Regulations;

(ii) if at any time in the future the State of Ohio takes any action to amend the Statute, or the PUCO takes any action to adopt, supplement or amend PUCO Regulations, in either case, to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs, the Servicer, on behalf of the Bondholders, shall take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to (A) if the Servicer reasonably believes that such action could result in a downgrade of the Bonds or is otherwise contrary to the Statute or the Financing Order, block or overturn such action of the State or the PUCO, as the case may be, including by asserting that such action violates the State Pledge; and (B) if such challenge or opposition fails, compel performance by the PUCO or the State of Ohio, as the case may be, of their obligations and duties under the Statute and the Financing Order, as applicable, with respect to TPBs, including but not limited to ensuring that the implementation of any such amendment, supplement, rule or regulation does not result in a downgrade in the credit ratings assigned to the Bonds and otherwise conforms with the matters referenced in Schedule A to Annex I hereto;

(iii) it, on behalf of the Bondholders, will take reasonable steps to monitor on an ongoing basis proceedings in the legislature of the State of Ohio and at the PUCO for proposed legislation, rules, regulations or other initiatives that could reasonably result in the taking by the State of Ohio or the PUCO of any action referenced in (ii) above; and

(iv) the costs of any action taken by, and the obligations of, the Servicer under this Section 5.05(a) shall be treated in the same manner as costs and obligations referenced in the second and third sentences, respectively, of Section 5.02(d).

(b) Should the laws of the State of Ohio be changed to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs, the Servicer shall, using the same degree of care and diligence that it exercises with respect to payments owed to it for its own account, implement such procedures and policies as would be necessary to properly enforce the obligations of each TPB to remit Phase-In-Recovery Charges, in accordance with the terms and provisions of the Financing Order.

Section 5.06. Custodian’s Indemnification. The Servicer as custodian shall indemnify the Bond Issuer and the Bond Trustee (for itself and for the benefit of the Holders) and each of their respective officers, directors,

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employees and agents for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments and claims, and reasonable costs or expenses, of any kind whatsoever (collectively, “Indemnified Losses”) that may be imposed on, incurred by or asserted against each such Person as the result of any negligent act or omission in any way relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the willful misconduct, bad faith or gross negligence of the Bond Issuer or the Bond Trustee, as the case may be.

ARTICLE VI.

THE SERVICER

Section 6.01. Representations and Warranties of Servicer. The Servicer makes the following representations and warranties, as of the Closing Date, on which the Bond Issuer is deemed to have relied in entering into this Agreement relating to the servicing of the Phase-In-Recovery Property.

(a) Organization and Good Standing. The Servicer is duly organized and validly existing as a corporation in good standing under the laws of the State of Ohio, with the requisite corporate power and authority to own its properties as such properties are currently owned and to conduct its business as such business is now conducted by it, and has the requisite corporate power and authority to service the Phase-In-Recovery Property and to hold the Phase-In-Recovery Property Records as custodian.

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Phase-In-Recovery Property as required by this Agreement) shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Servicer’s business, operations, assets, revenues or properties or adversely affect the servicing of the Phase-In-Recovery Property).

(c) Power and Authority. The Servicer has the requisite corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Servicer.

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

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not: (i) conflict with or result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or code of regulations of the Servicer, or any material indenture, agreement or other instrument to which the Servicer is a party or by which it is bound; (ii) result in the creation or imposition of any Lien upon any of the Servicer’s properties pursuant to the terms of any such indenture, agreement or other instrument; or (iii) violate any existing law or any existing order, rule or regulation applicable to the Servicer of any federal or state court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.

(f) No Proceedings. There are no proceedings pending and, to the Servicer’s knowledge, there are no proceedings threatened and no investigations pending or threatened, before any federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties involving or relating to the Servicer or the Bond Issuer or, to the Servicer’s knowledge, any other Person: (i) asserting the invalidity of this Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; or (iii) seeking any determination or ruling that might materially adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement.

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(g) Approvals. No approval, authorization, consent, order or other action of, or filing with, any federal or state court, regulatory body, administrative agency or other governmental instrumentality is required in connection with the execution and delivery by the Servicer of this Agreement, the performance by the Servicer of the transactions contemplated hereby or the fulfillment by the Servicer of the terms hereof, except those that have been obtained or made and those that the Servicer is required to make in the future pursuant to Article III or IV hereof.

Section 6.02. Indemnities of Servicer.

(a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and as expressly provided under this Section 6.02.

(b) The Servicer shall indemnify the Bond Issuer and the Bondholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments, claims, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against any such Person as a result of (i) the Servicer’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of any such indemnified person; and, provided, further, that the Bondholders shall be entitled to enforce their rights and remedies against the Servicer under this Section 6.02(b) solely through a cause of action brought for their benefit by the Bond Trustee; and; provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Bonds and all other Financing Costs have been paid in full, except as provided in Section 6.02(c).

(c) The Servicer shall indemnify and hold harmless the Bond Trustee, the Delaware Trustee, the Certificate Trustee and the Certificate Issuer and any of their respective affiliates, officials, officers, directors, employees and agents (each an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses imposed on, incurred by or asserted against any of such Indemnified Persons as a result of: (i) the Servicer’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer’s breach. The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under this Section 6.02(c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.02(c) only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02(c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer’s choice at the Servicer’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under this Section 6.02(c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of

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counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02(c) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

(d) Indemnification under Sections 6.02(b) and 6.02(c) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise provided in this Agreement.

(e) For purposes of Section 6.02(b) and 6.02(c), in the event of the termination of the rights and obligations of Ohio Edison Company (or any successor thereto pursuant to Section 6.04) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 7.02.

(f) The initial Servicer shall indemnify the Bond Trustee and, as to the Bond Issuer’s allocable portion only, the Delaware Trustee and the Certificate Trustee for all due and unpaid compensation, expenses and indemnity amounts (owed by the Bond Issuer to such trustee under, and to the extent set forth in, Section 6.07 of the Bond Indenture, Sections 1 through 4 of the Fee and Indemnity Agreement and any applicable provisions of the other applicable Basic Documents) that exceed the Cap. The Servicer’s indemnity obligation under this Section 6.02(f) shall continue as an obligation of Ohio Edison Company, as the initial Servicer under this Agreement, in the event a successor servicer is appointed pursuant to Section 7.02.

(g) The indemnification obligations of the Servicer contained in this Section 6.02 shall survive the resignation or removal of the Bond Trustee, the Certificate Trustee or the Delaware Trustee or the termination of this Agreement or the other applicable Basic Documents.

Section 6.03. Limitation on Liability of Servicer and Others. Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Bond Issuer or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement.

Except as provided in this Agreement, including but not limited to Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Phase-In-Recovery Property that is not directly related to one of the Servicer’s enumerated duties in this Agreement or related to its obligation to indemnify, and that in its reasonable opinion may cause it to incur any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Bond Issuer or the Bond Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Phase-In-Recovery Charges received by the Servicer (to be remitted to the

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Collection Account) as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Bond Indenture. The Servicer’s obligations pursuant to this Section 6.03 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Bond Indenture (it being understood that the Servicer may be required initially to advance its own funds to satisfy its obligations hereunder).

Section 6.04. Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer shall not merge or consolidate into, or sell all or substantially all of its assets to, any other Person except in compliance with this Section. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party or (c) which may succeed to the properties and assets of the Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Bond Issuer and the Bond Trustee an Officers’ Certificate stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have delivered to the Bond Issuer and the Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all statutory filings to be made by the Servicer, including filings with the PUCO pursuant to the Statute and filings under the applicable UCC, have been executed and filed that are necessary to preserve and protect fully the interests of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery Property and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests and (iv) the Rating Agencies shall have received prior written notice of such transaction. When any Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 6.04, then upon satisfaction of all of the other conditions of this Section 6.04, the Servicer shall automatically and without further notice be released from all its obligations hereunder.

Section 6.05. Ohio Edison Company Not to Resign as Servicer. Subject to the provisions of Section 6.04, Ohio Edison Company shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement unless Ohio Edison Company delivers to the Bond Trustee and the PUCO an opinion of external counsel to the effect that Ohio Edison Company’s performance of its duties under this Agreement shall no longer be permissible under applicable law. No such resignation shall become effective until a successor Servicer shall have assumed the responsibilities and obligations of Ohio Edison Company in accordance with Section 7.02. In no event shall the Bond Trustee be obligated to supervise the performance of the Servicer hereunder or to act as successor Servicer hereunder. The Bond Trustee shall have no liability for the default of the Servicer hereunder or the misconduct of the Servicer under this Agreement.

Section 6.06. Servicing Compensation.

(a) In consideration for its services hereunder, until the Retirement of the Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount (i) equal to 10 one-hundredth of one percent (0.10%) of the initial principal balance of the Bonds for so long as Ohio Edison Company remains the Servicer or (ii) of up to 75 one-hundredth of one percent (0.75%) of the initial principal balance of the Bonds in the case of a non-utility successor Servicer. The Servicing Fee shall be payable in semiannual installments on each Payment Date.

(b) The Servicing Fee set forth in Section 6.06(a) above and expenses provided for in Section 6.06(c) below shall be paid to the Servicer by the Bond Trustee, on each Payment Date in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on such date shall be added to the Servicing Fee payable on the subsequent Payment Date.

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(c) The Bond Issuer shall pay all expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by accountants, counsel, or any other Person, any taxes imposed on the Servicer (other than taxes based on the Servicer’s net income) and any expenses incurred in connection with reports to Bondholders and Certificateholders, subject to the priorities and Cap set forth in Section 8.02(e) of the Bond Indenture).

Section 6.07. Compliance with Applicable Law. The Servicer covenants and agrees, in servicing the Phase-In-Recovery Property, to comply in all material respects with all laws applicable to, and binding upon, the Servicer and relating to such Phase-In-Recovery Property the noncompliance with which would have a material adverse effect on the value of the Phase-In-Recovery Property; provided, however, that the foregoing is not intended to, and shall not, impose any liability on the Servicer for noncompliance with any law that the Servicer is contesting in good faith in accordance with its customary standards and procedures.

Section 6.08. Access to Certain Records and Information Regarding Phase-In-Recovery Property. The Servicer shall provide to the Bondholders, the Bond Trustee and the Certificate Trustee access to the Phase-In-Recovery Property Records in such cases where the Bondholders, the Bond Trustee and the Certificate Trustee shall be required by applicable law to be provided access to such records. Access shall be afforded without charge, but only upon reasonable request and during normal business hours at the respective offices of the Servicer. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section.

Section 6.09. Appointments. The Servicer may at any time appoint any Person to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection therewith; and, provided, further, that the Servicer shall remain obligated and be liable under this Agreement for the servicing and administering of the Phase-In-Recovery Property in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Person and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Phase-In-Recovery Property; and, provided, further, however, that nothing herein (including the Rating Agency Condition) shall preclude the execution by the Servicer of an agreement with any TPB permitted by applicable law and PUCO Regulations should the laws of the State of Ohio be changed to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs.

Section 6.10. No Servicer Advances. Except with respect to Remittances of Estimated Phase-In-Recovery Charge Payments, the Servicer shall not make any advances of interest on or principal of the Bonds or the Certificates.

Section 6.11. Maintenance of Operations. The Servicer agrees to continue to operate its distribution system to provide service to its customers so long as it is acting as the Servicer under this Agreement.

ARTICLE VII.

DEFAULT

Section 7.01. Servicer Default. If any one of the following events (each a “Servicer Default”) shall occur and be continuing:

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(a) any failure by the Servicer to remit to the Collection Account on behalf of the Bond Issuer any required Remittance that shall continue unremedied for a period of five (5) Servicer Business Days after written notice of such failure is received by the Servicer from the Bond Issuer or the Bond Trustee; or

(b) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure shall (a) materially adversely affect the rights of the Bondholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Bond Issuer or (B) to the Servicer by the Bond Trustee or by the Holders of Bonds evidencing not less than 25 percent of the Outstanding Amount of the Bonds; or

(c) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Bondholders and which material adverse effect continues unremedied for a period of 60 days after written notice of such failure is received by the Servicer from the Bond Issuer or the Bond Trustee; or

(d) an Insolvency Event occurs with respect to the Servicer;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Bond Trustee, or the Holders of Bonds evidencing not less than 25 percent of the Outstanding Amount of the Bonds, by notice then given in writing to the Servicer (and to the Bond Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to a court of competent jurisdiction for sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property: (1) the Bondholders and the Bond Trustee as beneficiary of the Statutory Lien permitted by the Statute; (2) the Bond Issuer or (3) financing parties or other assignees under Section 4928.2310 of the Statute, of the Phase-In-Recovery Property. On or after the receipt by the Servicer of a Termination Notice, and subject to the approval of the PUCO, all authority and power of the Servicer under this Agreement, whether with respect to the Bonds, the Phase-In-Recovery Property, the Phase-In-Recovery Charge or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Bond Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Phase-In-Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Bond Issuer and the Bond Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Phase-In-Recovery Property or the Phase-In-Recovery Charge. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with transferring the Phase-In-Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Section 7.02. Appointment of Successor.

(a) Upon the Servicer’s receipt of a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, and shall be entitled to receive the requisite portion of the Servicing Fee and reimbursement of expenses as provided herein, until a successor Servicer shall have assumed in writing the obligations of the Servicer hereunder as described below. In the event of the Servicer’s termination hereunder, the Bond Issuer shall appoint, subject to the approval of the PUCO, a successor Servicer with the Bond Trustee’s prior written consent thereto (which consent shall not be unreasonably withheld), and the successor Servicer shall accept its appointment by a written assumption in form reasonably acceptable to the Bond Issuer and the Bond Trustee. If within 30 days after the delivery of the Termination Notice, the Bond Issuer shall not have obtained such a new Servicer, the Bond Trustee may petition the PUCO or a court of competent jurisdiction to

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appoint a successor Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under PUCO Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Bond Issuer having substantially the same provisions as this Agreement.

(b) Upon appointment, the successor Servicer shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement.

Section 7.03. Waiver of Past Defaults. The Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds may, on behalf of all Bondholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required Remittances to the Collection Account in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

Section 7.04. Notice of Servicer Default. The Servicer shall deliver to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Certificate Issuer, the Rating Agencies, and the PUCO, promptly after having obtained knowledge thereof, but in no event later than five Servicer Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 7.01(a) or (b).

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

Section 8.01. Amendment. This Agreement may be amended in writing by the Servicer and the Bond Issuer with ten Servicer Business Days’ prior written notice given to the Rating Agencies and the PUCO and the prior written consent of the Bond Trustee (which consent shall not be unreasonably withheld), but without the consent of any of the Bondholders (or any other Person), to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Bond Issuer and the Bond Trustee, adversely affect in any material respect the interests of any Bondholder.

This Agreement may also be amended in writing from time to time by the Servicer and the Bond Issuer with ten Servicer Business Days’ prior written notice given to the Rating Agencies and the PUCO and the prior written consent of the Bond Trustee (which consent shall not be unreasonably withheld) and, subject to the first paragraph of this Section 8.01, the prior written consent of the Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that any amendment of the provisions of Sections 4.01 or 4.03 of this Agreement shall satisfy the Rating Agency Condition.

It shall not be necessary for the consent of Bondholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

The Bond Issuer shall promptly provide each of the Rating Agencies and the PUCO with a copy of any amendment to this Agreement.

Prior to its consent to any amendment to this Agreement, the Bond Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that such amendment is authorized or permitted by this Agreement and all conditions precedent have been met. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise. No amendment to this Agreement which adversely affects, in any material respect, the rights, protections or indemnities of the Certificate Trustee or Delaware Trustee under Section 6.02 shall be effective without its prior written consent (not to be unreasonably withheld).

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Section 8.02. Maintenance of Accounts and Records.

(a) The Servicer shall maintain accounts and records as to the Phase-In-Recovery Property accurately and in accordance with its standard accounting procedures and in sufficient detail to permit reconciliation between Phase-In-Recovery Charge Collections and Deemed Phase-In-Recovery Charge Payments.

(b) The Servicer shall permit the Bond Trustee and its agents at any time during normal business hours, upon reasonable notice to the Servicer and to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding the Phase-In-Recovery Property and the Phase-In-Recovery Charge. Nothing in this Section 8.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 8.02(b).

Section 8.03. Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Servicer, to:

Ohio Edison Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(b) if to the Bond Issuer, to:

OE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: (312) 332-7996

Telephone: (312) 332-7496

E-mail: melissa.rosal@usbank.com

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(d) if to Moody’s, to:

Moody’s Investors Service, Inc.

25th Floor, 7 World Trade Center, 250 Greenwich

New York, New York 10007

Attention: ABS/RMBS Monitoring Department

E-mail: ServicerReports@moodys.com

(e) if to S&P, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Structured Credit Surveillance

E-mail: servicer-report@standardandpoors.com

Telephone: (212) 438-8991

(f) if to Fitch, to:

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: (212) 908-0500

Facsimile: (212) 908-0355

(g) if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: (312) 332-7996

Telephone: (312) 332-7496

E-mail: melissa.rosal@usbank.com

With a copy to the Administrative Trustee

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

Section 8.04. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 6.04 and Section 8.10 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Servicer.

Section 8.05. Limitations on Rights of Third Parties. The provisions of this Agreement are solely for the benefit of the Servicer, the Bond Issuer, the Bondholders, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and the other Persons expressly referred to herein and such Persons shall have the right to enforce the relevant provisions of this Agreement, except that the Bondholders shall be entitled to enforce

21

their rights against the Servicer under this Agreement solely through a cause of action brought for their benefit by the Bond Trustee. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 8.06. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.07. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 8.08. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 8.09. Governing Law. This Agreement shall be construed in accordance with the substantive laws of the State of Ohio, without giving effect to its conflict of law or other principles that would cause the application of the laws of another jurisdiction, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 8.10. Collateral Assignment to Bond Trustee. The Servicer hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer pursuant to the Bond Indenture of all of the Bond Issuer’s rights hereunder to the Bond Trustee for the benefit of the holders of the Bonds and the Bond Trustee and to the Grant of a security interest and collateral assignment by the Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s rights in all rights of the Certificate Trustee or the Certificate Issuer, as holder of the Bonds, in and to this Servicing Agreement.

Section 8.11. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to Ohio Edison Company or any of its affiliates pursuant to Section 4928.2310 of the Statute, the Servicer solely in its capacity as creditor of the Bond Issuer, shall not, prior to the date which is one year and one day after the termination of the Bond Indenture with respect to the Bond Issuer, petition or otherwise invoke or cause the Bond Issuer or the Trust to invoke the process of any court or governmental authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer or the Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or the Trust or any substantial part of the property of the Bond Issuer or the Trust, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer or the Trust.

Section 8.12. Rule 17g-5 Compliance. The Servicer agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Servicer to any Rating Agency under this Agreement or any other Basic Document to which it is a party for the purposes of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency, shall be, substantially concurrently, posted by the Servicer on the 17g-5 Website.

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

OE FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
OHIO EDISON COMPANY, as Servicer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Phase-in-Recovery Property Servicing Agreement

EXHIBIT A-1

FORM OF SERVICER’S CERTIFICATE

The undersigned hereby certifies that he/she is the duly elected and acting _______________ of Ohio Edison Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”) between the Servicer and OE Funding LLC (the “Bond Issuer”) and further that:

1. The undersigned is responsible for assessing the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”).

2. With respect to each of the Servicing Criteria, the undersigned has made the following assessment of the Servicing Criteria in accordance with Item 1122(d) of Regulation AB, with such discussion regarding the performance of such Servicing Criteria during the fiscal year covered by the Sponsor’s annual report on Form 10-K Report (such fiscal year, the “Assessment Period”):

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Applicable; assessment below.
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.	Not applicable; no servicing activities were outsourced.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for pool assets are maintained.	Not applicable; documents do not provide for a back-up servicer.
1122(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.	Not applicable; PUCO Regulations impose credit standards on retail electric providers who handle customer collections and govern performance requirements of utilities.
	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 business days following receipt, or such other number of days specified in the transaction agreements.	Applicable
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Applicable
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.	Applicable, but no current assessment required; no advances by the Servicer are permitted under the transaction agreements.

A-1

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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.	Applicable, but no current assessment is required since transaction accounts are maintained by and in the name of the Bond Trustee.
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-1(b)(1) of the Securities Exchange Act.	Applicable, but no current assessment required; all “custodial accounts” are maintained by the Bond Trustee.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Not applicable; all transfers made by wire transfer.
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 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 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Applicable; assessment below.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission 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.	Applicable; assessment below.
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.	Not applicable; investor records maintained by Bond Trustee.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Applicable
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.	Applicable; assessment below.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related documents.	Applicable; assessment below.
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	Applicable; assessment below.

A-2

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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.	Not applicable; no removals or substitutions of phase-in-recovery property are contemplated or allowed under the transaction documents.
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 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 transaction agreements.	Applicable; assessment below.
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.	Not applicable; because underlying obligation (phase-in-recovery charge) is not an interest bearing instrument.
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.	Applicable; assessment below
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.	Applicable; limited assessment below. Servicer actions governed by PUCO regulations.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period any 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).	Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” adjustment mechanism.
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.	Not applicable; phase-in-recovery charges are not interest bearing instruments.
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 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	Applicable; [Servicer maintains deposit accounts in accordance with PUCO Regulations].

A-3

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Not applicable; Servicer does not make payments on behalf of obligors.
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.	Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction documents.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Applicable; assessment below.
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.	Not applicable; no external enhancement is required under the transaction documents.

3. To the best of the undersigned’s knowledge, based on such review, the Servicer is in compliance in all material respects with the applicable servicing criteria set forth above as of and for the period ending the end of the fiscal year covered by the Sponsor’s annual report on Form 10-K. [If not true, include description of any material instance of noncompliance.]

A-4

Executed as of this      day of                         ,         .

OHIO EDISON COMPANY
By:
	Name: Title:

A-5

EXHIBIT A-2

CERTIFICATE OF COMPLIANCE

The undersigned hereby certifies that he/she is the duly elected and acting [            ] of Ohio Edison Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement, dated as of             , 2013 (the “Servicing Agreement”), between the Servicer and OE Funding LLC (the “Bond Issuer”), and further certifies on behalf of the Servicer that:

1. A review of the activities of the Servicer and of its performance under the Servicing Agreement during the [twelve] months ended December 31, [            ] has been made under the supervision of the undersigned pursuant to Section 3.03 of the Servicing Agreement; and

2. To the undersigned’s knowledge, based on such review, the Servicer has fulfilled all of its material obligations in all material respects under the Servicing Agreement throughout the [twelve] months ended December 31, [            ], except as listed on Annex A hereto.

Executed as of this                     day of                     .

By:

Name:

Title:

ANNEX A TO EXHIBIT A-2

LIST OF SERVICER DEFAULTS

Nature of Default Status

EXHIBIT B

FORM OF SEMIANNUAL TRUE-UP FILING

[date]

ADVICE             

PUBLIC UTILITIES COMMISSION OF OHIO

SUBJECT: Phase-In-Recovery Charge Adjustment Request Pursuant to PUCO Case No. 12-1465-EL-ATS (the “Financing Order”), Ohio Edison Company, as servicer of the Bonds or any successor Servicer and on behalf of the bond issuer and bond trustee may apply for adjustment to the Phase-In-Recovery Charge semiannually and at such additional intervals as may be provided for in the Financing Order. Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Financing Order.

PURPOSE

This filing establishes the revised Phase-In-Recovery Charge to be assessed and collected from all classes of retail users of Ohio Edison Company distribution system within the geographic service territory as in effect on [    ,     ] , and whether or not such distribution system is being operated by Ohio Edison Company or a successor distribution company. The Phase-In-Recovery Charge is a usage-based component of each retail user’s monthly bill until the Bonds, and interest thereon, and all other approved Financing Costs of the Company’s bond issuer are discharged in full. In the Financing Order, the Commission authorized Ohio Edison Company to file Adjustment Requests semiannually and otherwise as provided for in the Financing Order. Ohio Edison Company, or a successor Servicer, is authorized to file periodic Phase-In-Recovery Charge adjustments to the extent necessary to ensure the timely recovery of revenues sufficient to provide for the payment of an amount equal to the Bonds, and interest thereon, and all other approved financing costs, which may include indemnity obligations of the bond issuer in the securitization transaction documents for bond issuer officers and directors, trustee fees, liabilities of the special purpose trust and liabilities to the underwriters related to the underwriting of the Bonds. Adjustment Requests are those where Ohio Edison Company uses the methodology approved by the Commission in PUCO Case No. 12-1465-EL-ATS to adjust upward or downward the existing Phase-In-Recovery Charge.

Using the methodology approved by the Commission in the Financing Order, this filing modifies the variables used in the Phase-In-Recovery Charge calculation and provides the resulting modified Phase-In-Recovery Charge. The enclosures show the revised assumptions for the variables used in calculating the Phase-In-Recovery Charge for retail users and the resulting tariff pages of Ohio Edison Company reflecting the pricing update for the Phase-In-Recovery Rider (Rider PIR).

EFFECTIVE DATE

In accordance with the Financing Order, unless otherwise ordered by the PUCO, adjustments requested pursuant to Semiannual True-Up Filings will become effective on a service rendered basis 60 days after the filing with the PUCO. Therefore, these Phase-In-Recovery Charges shall be effective as of             .

NOTICE

Copies of this filing are being furnished to the parties on the attached service list. Notice to the public is hereby given by filing and keeping this filing open for public inspection at Ohio Edison Company’s corporate headquarters.

Enclosures

EXHIBIT C

FORM OF MONTHLY SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(ii) of the Phase-In-Recovery Property Servicing Agreement, dated as of         , 2013 (the “Servicing Agreement”), between Ohio Edison Company, as servicer (the “Servicer”) and OE Funding LLC, the Servicer does hereby certify as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement.

For the Monthly Period:

1.	Billings:
a)	Monthly kWh Consumption:
b)	Applicable Phase-In-Recovery Charge:
c)	Total Phase-In-Recovery Charge Amount Billed (less expected charge-offs) this Month:
d)	Cumulative Phase-In-Recovery Charge Amount Billed (less expected charge-offs) this Remittance Period:

2.	Remittances:
a)	Total Amount Remitted this Month:
b)	Cumulative Amount Remitted this Remittance Period:

3.	Draws on Subaccounts:
a)	Excess Funds Subaccount Draw Amount this Month:
b)	Cumulative Excess Funds Subaccount Draw Amount this Remittance Period (net of funding):
c)	Capital Subaccount Draw Amount this Month:
d)	Cumulative Capital Subaccount Draw Amount this Remittance Period (net of funding):

Executed as of this                     day of                     .

OHIO EDISON COMPANY,

as Servicer

By:

Name:

Title:

EXHIBIT D

FORM OF SEMIANNUAL SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(iii) of the Phase-In-Recovery Property Servicing Agreement, dated as of         , 2013 (the “Servicing Agreement”), between Ohio Edison Company, as servicer and OE Funding LLC, the Servicer does hereby certify, for the Current Payment Date, as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement.

1. Phase-In-Recovery Charge Collections and Aggregate Amounts Available for the Current Payment Date:

i.	Amount Remitted [Month] [Year]
ii.	Amount Remitted [Month] [Year]
iii.	Amount Remitted [Month] [Year]
iv.	Amount Remitted [Month] [Year]
v.	Amount Remitted [Month] [Year]
vi.	Amount Remitted [Month] [Year]
vii.	Total Amount Remitted for this Period (sum of i. through vi. above):
viii.	Net Earnings on Collection Account (1):
ix.	[Expenses] Paid to Date:
x.	General Subaccount Balance (sum of vii. and viii. above minus ix.):
xi.	Excess Funds Subaccount Balance
xii.	Capital Subaccount Balance
xiii.	Collection Account Balance (sum of x. through xii. above)1:

2. Outstanding Principal Balance as of Prior Payment Date by Tranche:

i.	Tranche A-1 Principal Balance Outstanding Bond:
ii.	Tranche A-2 Principal Balance Outstanding Bond:
iii.	Tranche A-3 Principal Balance Outstanding Bond:
iv.	Total Bond Principal Balance:

¹  [Includes interest earned on the excess funds subaccount transferred to the collection account.]

3. Required Funding/Payments as of Current Payment Date:

a) Projected Principal Balances and Payments

	Projected Principal Balance	Semiannual Principal Due
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii Tranche A-3 Bond
iv. Total Projected Principal Amount:

b) Required Interest Payments

	Bond Interest Rate	Days in Applicable Period	Interest Due
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Required Interest Amount:

c) Projected Subaccount Payments and Levels

Subaccount	Principal Level	Funding Required
i. Capital Subaccount:
ii. Total Subaccount Payments and Levels:

4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(e) of Bond Indenture:

a) Semiannual Expenses

Net Expense Amount (Payable on Current Payment Date):

i. Bond, Delaware and Certificate Trustee Fees and Expenses allocable to Bond Issuer:

ii. Semiannual Servicing Fee:

iii. Semiannual Administration Fee:

iv. Operating Expenses (subject to Cap):

v. Total Expenses:

b) Semiannual Interest

	Aggregate	Per $1000 of Original Principal Amount
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Semiannual Interest:

c) Semiannual Principal

	Aggregate	Per $1000 of Original Principal Amount
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Semiannual Principal:

d) Other Payments

i. Operating Expenses (in excess of [$100,000]):

ii. Funding of Capital Subaccount (to required amount):

iii Deposits to Excess Funds Subaccount:

5. Outstanding Principal Balance and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such distribution date):

a) Principal Balance Outstanding:

i. Tranche A-1 Principal Balance Outstanding Bond:

ii. Tranche A-2 Principal Balance Outstanding Bond:

iii. Tranche A-3 Principal Balance Outstanding Bond:

iv. Total Bond Principal Balance:

b) Collection Account Balances Outstanding:

i. Capital Subaccount:

ii. Excess Funds Subaccount:

iii. Total Subaccount Amount:

6. Subaccount Draws as of Current Payment Date (if applicable, pursuant to Section 8.02(e) of Bond Indenture):

i. Capital Subaccount:

ii. Excess Funds Subaccount:

iii. Total Subaccount Draws:

7. Shortfalls in Interest and Principal Payments as of Current Payment Date (if applicable):

a) Semiannual Interest Shortfall

i. Tranche A-1 Bond

ii. Tranche A-2 Bond

iii. Tranche A-3 Bond

iv. Total Semiannual Interest Shortfall:

b) Semiannual Principal Shortfall

i. Tranche A-1 Bond

ii. Tranche A-2 Bond

iii. Tranche A-3 Bond

iv. Total Semiannual Principal Shortfall:

8. Shortfalls in Required Subaccount Levels as of Current Distribution Date:

i. Capital Subaccount:

ii. Total Subaccount Shortfalls:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Semiannual Servicer Certificate this             day of             ,             .

OHIO EDISON COMPANY, as Servicer

By:

Name:

Title:

EXHIBIT E

FORM OF SEMIANNUAL RECONCILIATION

Pursuant to Section 4.03(b) of the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between Ohio Edison Company, as servicer (the “Servicer”) and OE Funding LLC, the Servicer does hereby certify as follows:

For the Reconciliation Period:                     to                     

1. Calculation of Remittance Shortfall or Remittance Excess:

a) Deemed Phase-In-Recovery Charge Payments, Collected and Remitted

b) Estimated Phase-In-Recovery Charge Payments, Collected and Remitted

c) Remittance Shortfall (b – a, if positive):

d) Remittance Excess (a – b, if positive):

Executed as of this                      day of                      .

OHIO EDISON COMPANY,

as Servicer

By:

Name:

Title:

SCHEDULE 4.01(A)

EXPECTED AMORTIZATION SCHEDULE

OUTSTANDING PRINCIPAL BALANCE

SCHEDULE 4.01(A)

Expected Amortization Schedule

Semiannual Payment Date	Tranche A-1 Balance		Tranche A-2 Balance		Tranche A-3 Balance
Tranche Size	$	35,690,000	$	10,202,000	$	123,612,000
Date
Closing Date	$	35,690,000	$	10,202,000	$	123,612,000
1/2014		22,811,220		10,202,000		123,612,000
7/2014		8,025,370		10,202,000		123,612,000
1/2015		5,977,864		10,202,000		123,612,000
7/2015		4,279,375		10,202,000		123,612,000
1/2016		2,568,633		10,202,000		123,612,000
7/2016		855,106		10,202,000		123,612,000
1/2017		—		9,347,183		123,612,000
7/2017		—		7,639,593		123,612,000
1/2018		—		5,934,136		123,612,000
7/2018		—		4,228,985		123,612,000
1/2019		—		2,523,264		123,612,000
7/2019		—		831,598		123,612,000
1/2020		—		—		122,779,605
7/2020		—		—		121,138,425
1/2021		—		—		119,481,165
7/2021		—		—		117,738,548
1/2022		—		—		113,700,157
7/2022		—		—		109,638,027
1/2023		—		—		105,524,817
7/2023		—		—		101,398,577
1/2024		—		—		97,247,384
7/2024		—		—		92,994,684
1/2025		—		—		88,698,524
7/2025		—		—		84,298,355
1/2026		—		—		79,852,183
7/2026		—		—		75,299,416
1/2027		—		—		70,698,012
7/2027		—		—		65,987,335
1/2028		—		—		61,225,298
7/2028		—		—		56,351,217
1/2029		—		—		51,422,957
7/2029		—		—		46,379,785
1/2030		—		—		41,279,518
7/2030		—		—		36,061,372
1/2031		—		—		30,783,112
7/2031		—		—		25,383,903
1/2032		—		—		19,921,457
7/2032		—		—		14,334,884
1/2033		—		—		8,681,842
7/2033		—		—		2,901,386
1/2034		—		—		—
7/2034		—		—		—
1/2035		—		—		—
7/2035		—		—		—

ANNEX I

SERVICING PROCEDURES

The Servicer agrees to comply with the following servicing procedures:

SECTION 1. DEFINITIONS

(a) Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement.

(b) Whenever used in this Annex I, the following words and phrases shall have the following meanings:

“Billed Phase-In-Recovery Charges” means the dollar amounts billed to Customers in respect of the Phase-In-Recovery Charge, whether billed to Customers by the Servicer or to Customers by a TPB pursuant to a TPB Agreement.

“Deemed Charge-Off Percent” means the Servicer’s actual system wide charge-off percentage, as adjusted for estimates of partially paid bills (which are deemed to have paid the Phase-In-Recovery Charge in full).

“Estimated Charge-Off Percent” means the Servicer’s good faith estimate of the Deemed Charge-Off Percent.

“Servicer Policies and Practices” means, with respect to the Servicer’s duties under this Annex I, 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 or others, as in effect from time to time and in accordance with the Financing Order and PUCO Regulations. The Servicer shall provide ten days’ prior written notice to the Rating Agencies of any amendment to the Servicer Policies and Practices that would adversely affect in any material respect the Bondholders and, thus, the Certificateholders.

SECTION 2. DATA ACQUISITION

(a) Installation and Maintenance of Meters. Except to the extent that a TPB is responsible for such services pursuant to a TPB Agreement, the Servicer shall cause to be installed, replaced and maintained meters in accordance with the Servicer Policies and Practices.

(b) Meter Reading. In accordance with the Servicer Policies and Practices, the Servicer shall obtain usage measurements for each Customer; provided, however, that the Servicer may determine any Customer’s usage on the basis of estimates in accordance with applicable PUCO Regulations; and, provided, further, that the Servicer may obtain usage measurements from the Applicable TPB for Customers receiving meter reading services from such TPB if the applicable TPB Agreement so provides.

(c) Cost of Metering. The Bond Issuer shall not be obligated to pay any costs associated with the metering duties set forth in this Section 2, including the costs of installing, replacing and maintaining meters, nor shall the Bond Issuer be entitled to any credit against the Servicing Fee for any cost savings realized by the Servicer or any TPB as a result of new metering and/or billing technologies.

SECTION 3. USAGE AND BILL CALCULATION

The Servicer shall obtain a calculation of each Customer’s usage (which may be based on data obtained from such Customer’s meter read or on usage estimates determined in accordance with applicable PUCO Regulations) in accordance with the Servicer Policies and Practices and shall determine therefrom Billed Phase-In-Recovery Charges; provided, however, that in the case of Customers served by a TPB pursuant to a TPB Agreement, the Servicer may obtain usage measurements from the Applicable TPB for Customers receiving meter reading services from such TPB if the Applicable TPB Agreement so provides and shall determine therefrom Billed Phase-In-Recovery Charges.

SECTION 4. BILLING

(a) Billing. The Servicer shall implement the Phase-In-Recovery Charge as of the Closing Date and shall thereafter bill each Customer or the Applicable TPB for each Customer’s Billed Phase-In-Recovery Charges in accordance with the provisions of this Section 4.

(b) Frequency of Bills; Billing Practices. In accordance with the Servicer Policies and Practices, the Servicer shall generate and issue a Bill to each Customer, or, in the case of a Customer who is being billed by a TPB, to the Applicable TPB, with respect to such Customer’s Billed Phase-In-Recovery Charges. In the event that the Servicer makes any material modification to the Servicer Policies and Practices, it shall notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies as soon as practicable, and in no event later than 60 Servicer Business Days after such modification goes into effect; provided, however, that the Servicer may not make any modification that will materially adversely affect the Bondholders and, thus, the Certificateholders.

(c) Format.

(i) Each Bill to a Customer shall contain or be deemed to contain a charge that shall include the Phase-In-Recovery Charge owed by such Customer for the applicable billing period.

(ii) Each Bill in which the Phase-In-Recovery Charge is listed as a line item shall contain a statement (as a footnote) to the effect that all of the Phase-In-Recovery Charge is owned by the Bond Issuer.

(iii) The Servicer shall conform to such requirements in respect of the format, structure and text of Bills delivered to Customers and TPBs as the Financing Order and applicable PUCO Regulations shall from time to time prescribe. To the extent that Bill format, structure and text are not prescribed by applicable law or by applicable PUCO Regulations, the Servicer shall, subject to clauses (i) and (ii) of this subsection (c), determine the format, structure and text of all Bills in accordance with its reasonable business judgment, the Servicer Policies and Practices and historical practice.

(d) Delivery. Except as provided in the next sentence, the Servicer shall deliver all Bills to Customers (i) by United States mail in such class or classes as are consistent with the Servicer Policies and Practices or (ii) by any other means, whether electronic or otherwise, that the Servicer may from time to time use in accordance with the Servicer Policies and Practices. In the case of Customers that are billed by a TPB, the Servicer shall deliver all Bills to the Applicable TPBs by such means as are mutually agreed upon by the Servicer and the Applicable TPB in the TPB Agreement and which are consistent with the relevant order of the PUCO and with PUCO Regulations. The Servicer or a TPB, as applicable, shall pay from its own funds all costs of issuance and delivery of all Bills that it renders, including printing and postage costs as the same may increase or decrease from time to time.

SECTION 5. CUSTOMER SERVICE FUNCTIONS

The Servicer or a TPB to extent provided in the applicable TPB Agreement shall handle all Customer inquiries and other Customer service matters according to the Servicer Policies and Practices.

SECTION 6. COLLECTIONS; PAYMENT PROCESSING; REMITTANCE

(a) Collection Efforts, Policies, Procedures.

(i) The Servicer shall use reasonable efforts to collect Billed Phase-In-Recovery Charges from Customers and TPBs as and when the same become due in accordance with such collection procedures as it follows with respect to comparable assets that it services for itself or others, including the following:

(A) The Servicer shall prepare and deliver overdue notices to Customers and TPBs in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(B) The Servicer shall deliver past-due and shut-off notices in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(C) The Servicer shall adhere to and carry out disconnection policies and termination of billing by a TPB pursuant to a TPB Agreement in accordance with Ohio Rev. Code Ann. §§ 4933.121-122, Ohio Admin. Code § 4901: 1-10-15-18 and Ohio Admin. Code § 4901-01-18, or successor provisions, and the Servicer Policies and Practices.

(D) The Servicer may employ the assistance of collection agents in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(E) The Servicer shall apply Customer and TPB deposits to the payment of delinquent accounts in accordance with applicable PUCO Regulations and the Servicer Polices and Practices.

(ii) The Servicer shall not waive any late payment charge or any other fee or charge relating to delinquent payments, if any, or waive, vary or modify any terms of payment of any amounts payable by a Customer, in each case unless such waiver or action: (A) would be in accordance with the Servicer Policies and Practices and (B) would comply in all material respects with applicable law.

(iii) The Servicer shall accept payment from Customers in respect of Billed Phase-In-Recovery Charges in such forms and methods and at such times and places in accordance with the Servicer Policies and Practices. The Servicer shall accept payment from TPBs in respect of Billed Phase-In-Recovery Charges in such forms and methods and at such times and places as the Servicer and each TPB shall mutually agree in accordance with the Applicable TPB Agreement and applicable PUCO Regulations.

(b) Payment Processing, Allocation, Priority of Payments. The Servicer shall post all payments received to Customer or TPB accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than two Servicer Business Days after receipt.

(c) Investment of Estimated Phase-In-Recovery Charge Payments Received. Prior to remittance on the applicable Remittance Date, the Servicer may invest Estimated Phase-In-Recovery Charge Payments at its own risk and for its own benefit, and such investments and funds shall not be required to be segregated from the other investments and funds of the Servicer.

(d) Calculation of Estimated Phase-In-Recovery Charge Payments and Deemed Phase-In-Recovery Charge Payments; Remittances. In accordance with Section 4.03(a) of the Servicing Agreement, the Servicer shall remit to the Bond Trustee for deposit in the Collection Account an amount equal to the product of the Billed Phase-In-Recovery Charges for a particular billing date multiplied by one hundred percent less the Estimated Charge-Off Percent. Such product shall constitute the amount of Estimated Phase-In-Recovery Charge Payments. Pursuant to Section 4.03(b) of the Agreement, on or before each January 1 and July 1 (and as frequently as monthly during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date), the Servicer shall calculate the amount of Deemed Phase-In-Recovery Charge Payments by multiplying the Billed Phase-In-Recovery Charges by one hundred percent less the Deemed Charge-Off Percent. Notwithstanding the preceding, the Servicer shall be permitted to remit actual collected amounts to the extent such amounts are reasonably determinable so as to facilitate such remittance within the time frame contemplated by Section 4.03(a) of the Servicing Agreement (in which case all applicable defined terms and provisions of the Servicing Agreement shall be deemed modified (or of no effect) to read in a manner so as to permit the remittance of actual collected amounts).

(e) Remittances.

(i) The Bond Issuer shall cause to be established the Collection Account in the name of the Bond Trustee in accordance with Section 8.02 of the Bond Indenture.

(ii) The Servicer shall make or cause to be made Remittances to the Collection Account in accordance with Section 4.03 of the Servicing Agreement.

(iii) Any change of account or change of institution affecting the Collection Account shall not take effect until the Bond Issuer has provided at least fifteen (15) Servicer Business Days written notice thereof to the Servicer.

SECTION 7. TPBs

In the event a TPB performs services pursuant to a TPB Agreement, the Servicer shall comply with the procedures set forth in Schedule A to this Annex I.

SCHEDULE A

TO ANNEX I

Additional Servicing Procedures Applicable to TPBs

1. Establishing TPB Relationship

In addition to any actions required by the Financing Order, the PUCO or by applicable law, for each TPB that is responsible for collecting Billed Phase-In-Recovery Charges, the Servicer shall take the following steps:

(a) Maintain adequate records of the payment arrangement applicable to such TPB;

(b) Maintain copies of all Customer requests to convert to billing by a TPB;

(c) Verify with the PUCO that each TPB is licensed to supply electricity in Ohio;

(d) Obtain information from the TPB including, but not limited to: name, contact, address, telephone facsimile transmission number and internet address;

(e) Maintain and update records of Customers to permit prompt reversion to dual-billing;

(f) Maintain estimates of one month’s maximum Estimated Phase-In-Recovery Charge Payments for each TPB required to post a bond, letter of credit or cash deposit pursuant to the applicable TPB Agreement; and

(g) Comply with credit conditions set out in the Financing Order and applicable TPB Agreement.

2. Monitoring TPB Obligations

(a) The Servicer shall require each TPB to pay all undisputed and all disputed Billed Phase-In-Recovery Charges or make a financial arrangement for such payment according to the applicable TPB Agreement; and

(b) For all TPBs subject to any remittance option where such TPB is liable for all amounts billed in respect of Customers served thereby regardless of the amounts received therefrom, the Servicer shall monitor payment compliance and take all actions permitted by the PUCO and the Financing Order in the event of a default in payment.

3. Enforcing TPB Obligations

The Servicer shall promptly take all actions specified by the Financing Order with respect to amounts not remitted to the Servicer in accordance with the payment terms specified by the Financing Order, in addition to any other remedies available at law.

EX-10.14

EXHIBIT 10.14

Execution Version

TE FUNDING LLC,

as Bond Issuer

AND

THE TOLEDO EDISON COMPANY,

as Servicer

PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT

Dated as of June 20, 2013

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
Section 1.01.	Definitions		1
Section 1.02.	Other Definitional Provisions		5
ARTICLE II. APPOINTMENT AND AUTHORIZATION			5
Section 2.01.	Appointment of Servicer; Acceptance of Appointment		5
Section 2.02.	Authorization		5
Section 2.03.	Dominion and Control Over the Phase-In-Recovery Property		6
ARTICLE III. BILLING SERVICES			6
Section 3.01.	Duties of Servicer		6
Section 3.02.	Servicing and Maintenance Standards		7
Section 3.03.	Certificate of Compliance		8
Section 3.04.	Annual Report by Independent Registered Public Accountants		8
ARTICLE IV. SERVICES RELATED TO TRUE-UP ADJUSTMENTS; REMITTANCES AND RECONCILIATIONS			9
Section 4.01.	True-Up Adjustments		9
Section 4.02.	Limitation of Liability		10
Section 4.03.	Remittances; Reconciliations		10
ARTICLE V. THE PHASE-IN-RECOVERY PROPERTY			11
Section 5.01.	Custody of Phase-In-Recovery Property Records		11
Section 5.02.	Duties of Servicer as Custodian		11
Section 5.03.	Instructions; Authority to Act		12
Section 5.04.	Effective Period and Termination		12
Section 5.05.	Third-Party Billers		12
Section 5.06.	Custodian’s Indemnification		12
ARTICLE VI. THE SERVICER			13
Section 6.01.	Representations and Warranties of Servicer		13
Section 6.02.	Indemnities of Servicer		14
Section 6.03.	Limitation on Liability of Servicer and Others		15
Section 6.04.	Merger or Consolidation of, or Assumption of the Obligations of, Servicer		16
Section 6.05.	The Toledo Edison Company Not to Resign as Servicer		16
Section 6.06.	Servicing Compensation		16
Section 6.07.	Compliance with Applicable Law		17
Section 6.08.	Access to Certain Records and Information Regarding Phase-In-Recovery Property		17
Section 6.09.	Appointments		17
Section 6.10.	No Servicer Advances		17
Section 6.11.	Maintenance of Operations		17
ARTICLE VII. DEFAULT			17
Section 7.01.	Servicer Default		17
Section 7.02.	Appointment of Successor		18
Section 7.03.	Waiver of Past Defaults		19
Section 7.04.	Notice of Servicer Default		19
ARTICLE VIII. MISCELLANEOUS PROVISIONS			19
Section 8.01.	Amendment		19
Section 8.02.	Maintenance of Accounts and Records		20
Section 8.03.	Notices		20
Section 8.04.	Assignment		21

i

Section 8.05.	Limitations on Rights of Third Parties	21
Section 8.06.	Severability	22
Section 8.07.	Separate Counterparts	22
Section 8.08.	Headings	22
Section 8.09.	Governing Law	22
Section 8.10.	Collateral Assignment to Bond Trustee	22
Section 8.11.	Nonpetition Covenant	22
Section 8.12.	Rule 17g-5 Compliance	22

EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Servicer Certificate
Exhibit A-2	Certificate of Compliance
Exhibit B	Form of Semiannual True-Up Filing
Exhibit C	Form of Monthly Servicer Certificate
Exhibit D	Form of Semiannual Servicer Certificate
Exhibit E	Form of Semiannual Reconciliation
Schedule 4.01(a)	Expected Amortization Schedule

ANNEXES

Annex I	Servicing Procedures
Schedule A to Annex I	Additional Servicing Procedures Applicable to TPBs

ii

This PHASE-IN-RECOVERY PROPERTY SERVICING AGREEMENT, dated as of June 20, 2013, is between TE Funding LLC, a Delaware limited liability company (the “Bond Issuer”), and The Toledo Edison Company, an Ohio corporation.

RECITALS

Pursuant to the Statute and the Financing Order, the Seller and the Bond Issuer are concurrently entering into the Sale Agreement pursuant to which the Seller is selling to the Bond Issuer the Seller’s Phase-In-Recovery Property created pursuant to the Statute and the Financing Order.

In connection with the Bond Issuer’s ownership of the Phase-In-Recovery Property and in order to collect the Phase-In-Recovery Charge, the Bond Issuer desires to engage the Servicer to carry out the functions described herein. The Servicer currently performs similar functions for itself with respect to its own charges to its customers and for others. In addition, the Bond Issuer desires to engage the Servicer to act on its behalf in obtaining True-Up Adjustments from the PUCO. The Servicer desires to perform all of these activities on behalf of the Bond Issuer.

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

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Adjustment Request” means any filing made with the PUCO by the Servicer on behalf of the Bond Issuer to set or adjust the Phase-In-Recovery Charge, including the Issuance Advice Letter or a Semiannual True-Up Filing.

“Administrative Trustee” means The Cleveland Electric Illuminating Company, Ohio Edison Company and The Toledo Edison Company, collectively (in each case, in its capacity as a servicer).

“Agreement” means this Phase-In-Recovery Property Servicing Agreement, together with all Exhibits, Schedules and Annexes hereto, as the same may be amended and supplemented from time to time.

“Annual Accountant’s Report” has the meaning set forth in Section 3.04.

“Bills” means each of the regular monthly bills, summary bills and other bills issued to Customers by The Toledo Edison Company on its own behalf and in its capacity as Servicer or by a TPB.

“Bond Indenture” means the Bond Indenture, dated as of June 20, 2013, between the Bond Issuer and the Bond Trustee, as the same may be amended and supplemented from time to time.

“Bond Issuer” has the meaning set forth in the preamble to this Agreement.

“Certificate of Compliance” means the certificate referred to in Section 3.03.

“Closing Date” means June 20, 2013.

“Customers” means all classes of retail users of the Seller’s distribution system within its geographic service territory at any given time.

“Declaration of Trust” means the Amended and Restated Declaration of Trust dated as of June 20, 2013 by U.S. Bank Trust National Association, as Delaware Trustee, the Administrative Trustee, CEI Funding LLC, OE Funding LLC and TE Funding LLC, as the same may be further amended and supplemented from time to time.

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“Deemed Phase-In-Recovery Charge Payments” means the payments in respect of the Phase-In-Recovery Charge, which are deemed to have been received by the Servicer, directly or indirectly (including through any TPB), from or on behalf of Customers, calculated in accordance with Annex I hereto.

“Estimated Phase-In-Recovery Charge Payments” means the estimated payments in respect of the Phase-In-Recovery Charge, which are deemed to have been received by the Servicer, directly or indirectly (including through any TPB), from or on behalf of Customers, calculated in accordance with Annex I hereto.

“Expected Amortization Schedule” means Schedule 4.01(a) hereto.

“Financing Order” means the order of the PUCO issued on October 10, 2012, as amended by the entry on rehearing issued by the PUCO on December 19, 2012 and as further amended by the entry nunc pro tunc issued by the PUCO on January 9, 2013.

“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.

“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 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 60 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.

“Issuance Advice Letter” means the initial Issuance Advice Letter, dated June 13, 2013, filed by the Servicer with the PUCO pursuant to the Financing Order.

“Losses” has the meaning assigned to that term in Section 6.02(b).

“Monthly Servicer Certificate” has the meaning assigned to that term in Section 4.01(d)(ii).

“Officer’s Certificate” means a certificate of the Servicer signed by a Responsible Officer.

“Opinion of Counsel” means one or more written opinions of counsel who may be an employee of or counsel to the party providing such opinion(s) of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion(s) of counsel.

“Phase-In-Recovery Charge” means the Seller’s Phase-In-Recovery Charge designated pursuant to the Financing Order, as the same may be adjusted from time to time as provided in the Financing Order.

“Phase-In-Recovery Charge Collections” means the Estimated Phase-In-Recovery Charge Payments remitted to the Collection Account.

“Phase-In-Recovery Property” means the phase-in-recovery property that is created simultaneous with the sale of such property by the Seller to the Bond Issuer and continues to exist pursuant to and in accordance with paragraph VI.A(6) of the Financing Order and Sections 4928.232, 4928.234 and 4928.2312 of the Statute and is sold by the Seller to the Bond Issuer under the Sale Agreement.

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“Phase-In-Recovery Property Records” has the meaning assigned to that term in Section 5.01.

“Principal Balance” means, as of any Payment Date, the sum of the outstanding principal amount of the Bonds.

“Projected Principal Balance” means, as of any Payment Date, the sum of the projected outstanding principal amount of the Bonds for such Payment Date set forth in the Expected Amortization Schedule.

“PUCO” means the Public Utilities Commission of Ohio and any successor thereto.

“PUCO Regulations” means all regulations, rules, tariffs and laws applicable to public utilities or TPBs, as the case may be, and promulgated by, enforced by or otherwise within the jurisdiction of the PUCO.

“Rating Agency Condition” means, with respect to any action, not less than ten Business Days’ prior written notification to each Rating Agency of such action, and written confirmation from each of Standard & Poor’s and Moody’s to the Servicer, the Bond Trustee and the Bond Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Bonds and that prior to the taking of the proposed action no other Rating Agency shall have provided written notice to the Bond Issuer that such action has resulted or would result in the suspension, reduction or withdrawal of the then current rating of any Tranche of Bonds; provided, that if within such ten Business Day period, any Rating Agency (other than Standard & Poor’s) has neither replied to such notification nor responded in a manner that indicates that such Rating Agency is reviewing and considering the notification, then (i) the Bond Issuer shall be required to confirm that such Rating Agency has received the Rating Agency Condition request, and if it has, promptly request the related Rating Agency Condition confirmation and (ii) if the Rating Agency neither replies to such notification nor responds in a manner that indicates it is reviewing and considering the notification within five Business Days following such second request, the applicable Rating Agency Condition requirement shall not be deemed to apply to such Rating Agency. For the purposes of this definition, any confirmation, request, acknowledgment or approval that is required to be in writing may be in the form of electronic mail or a press release (which may contain a general waiver of a Rating Agency’s right to review or consent).

“Rating Agency” means, collectively, Moody’s, Standard & Poor’s and Fitch. 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 Bond Issuer, notice of which designation shall be given to the Bond Trustee, the Certificate Trustee and the Servicer.

“Reconciliation Period” means the semiannual periods commencing on April 1 and October 1 of each year and ending on September 30 and March 31, respectively, of each year; provided, however, that the initial Reconciliation Period shall commence on the Closing Date and end on or before the date which is 12 months after the Closing Date.

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

“Remittance” means each remittance hereunder of Estimated Phase-In-Recovery Charge Payments by the Servicer to the Bond Trustee.

“Remittance Date” means each Servicer Business Day on which a Remittance is to be made by the Servicer pursuant to Section 4.03.

“Remittance Excess” means the amount, if any, calculated for a particular Reconciliation Period, by which all Phase-In-Recovery Charge Collections during such Reconciliation Period exceed Deemed Phase-In-Recovery Charge Payments during such Reconciliation Period.

“Remittance Period” means the semiannual periods commencing on January 1 and July 1 of each year and ending on June 30 and December 31, respectively, of each year; provided, however, that the initial Remittance Period shall commence on the Closing Date and end on or before the date which is three months after the end of the initial Reconciliation Period.

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“Remittance Shortfall” means the amount, if any, calculated for a particular Reconciliation Period, by which Deemed Phase-In-Recovery Charge Payments during such Reconciliation Period exceed Phase-In-Recovery Charge Collections during such Reconciliation Period.

“Required Debt Service” means, for any Remittance Period, the total dollar amount calculated by the Servicer in accordance with Section 4.01(b)(i) as necessary to be remitted to the Collection Account during such Remittance Period (after giving effect to (a) the allocation and distribution of amounts on deposit in the Excess Funds Subaccount at the time of calculation and which are available for payments on the Bonds, (b) any shortfalls in Required Debt Service for any prior Remittance Period, (c) the required payment or credit of any Remittance Excess or Remittance Shortfall during such Remittance Period and (d) any Remittances based upon the Phase-In-Recovery Charge in effect in the prior Remittance Period that are expected to be realized in such Remittance Period) in order to ensure that, as of the Payment Date immediately following the end of such period, (i) all accrued and unpaid interest on the Bonds then due shall have been paid in full, (ii) the Principal Balance of the Bonds is equal to the Projected Principal Balance of the Bonds for that Payment Date, (iii) the balance on deposit in the Capital Subaccount equals the Required Capital Level, and (iv) all other fees, expenses and indemnities due and owing and required or allowed to be paid under Section 8.02 of the Bond Indenture as of such date shall have been paid in full; provided, however, that, with respect to any True-Up Adjustment occurring after the last Scheduled Maturity Date for any Bonds, the Required Debt Service shall be calculated to ensure that sufficient amounts will be collected to retire such Bonds in full as of the earlier of (x) the next Payment Date and (y) the Final Maturity Date for such Bonds.

“Responsible Officer” means the chief executive officer, the president, any vice president, the treasurer, any assistant treasurer, the clerk, any assistant clerk, the controller or the director of corporate finance and cash management of the Servicer.

“Retirement of the Bonds” means the day on which the final payment is made to the Bond Trustee in respect of the last outstanding Bond.

“Sale Agreement” means the Phase-In-Recovery Property Purchase and Sale Agreement dated as of June 20, 2013, between The Toledo Edison Company, as Seller, and the Bond Issuer, as the same may be amended and supplemented from time to time.

“Seller” means The Toledo Edison Company, an Ohio corporation, and its permitted successors and assigns under the Sale Agreement.

“Semiannual Servicer Certificate” has the meaning assigned to that term in Section 4.01(d)(iii).

“Semiannual True-Up Filing” means an adjustment request filed with the PUCO on or prior to November 1 and May 1 in each year (after the initial adjustment request to be filed with the PUCO within 12 months after the issuance date of the Bonds, which initial adjustment request shall also constitute a Semiannual True-Up Filing), in respect of an adjustment request; provided that during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date, “Semiannual True-Up Filing” means a True-Up Adjustment filed as frequently as monthly. Unless otherwise ordered by the PUCO, a Semiannual True-Up Filing will become effective on a service tendered basis sixty (60) days after the filing with the PUCO.

“Servicer” means The Toledo Edison Company, as the servicer of the Phase-In-Recovery Property, or each successor (in the same capacity) pursuant to Section 6.04 or 7.02.

“Servicer Business Day” means any Business Day on which the Servicer’s offices in the State of Ohio are open for business.

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“Servicer Default” means an event specified in Section 7.01.

“Servicing Fee” has the meaning set forth in Section 6.06(a).

“Sponsor” means The Toledo Edison Company, an Ohio corporation, and its permitted successors and assigns under the Sale Agreement.

“Statute” means Ohio Revised Code, Sections 4928.23 through 4928.2318.

“Termination Notice” has the meaning assigned to that term in Section 7.01.

“TPB” means a third party who bills and collects the Phase-In-Recovery Charge to and from Customers in accordance with the Statute, PUCO Regulations and any order of the PUCO.

“True-Up Adjustment” means each adjustment to the Phase-In-Recovery Charge made pursuant to the terms of the Financing Order and in accordance with Section 4.01 hereof.

“Weighted Average Days Outstanding” means the weighted average number of days The Toledo Edison Company’s monthly retail customer bills remain outstanding during the calendar year immediately preceding the calculation thereof pursuant to Section 4.01(b)(i). For all purposes of this Agreement, the calculation of Weighted Average Days Outstanding pursuant to Section 4.01(b)(i) shall become effective on January 1 and July 1 of each year. The initial Weighted Average Days Outstanding shall be 21 days until updated pursuant to Section 4.01(b)(i).

Section 1.02. Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Bond Indenture.

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

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

(d) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter forms of such terms.

ARTICLE II.

APPOINTMENT AND AUTHORIZATION

Section 2.01. Appointment of Servicer; Acceptance of Appointment. Subject to Section 6.05 and Article 7, the Bond Issuer hereby appoints the Servicer, and the Servicer hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Bond Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

Section 2.02. Authorization. With respect to all or any portion of the Phase-In-Recovery Property, the Servicer is authorized and empowered by the Bond Issuer to (a) execute and deliver, on behalf of itself and/or the Bond Issuer, as the case may be, any and all instruments, documents or notices, and (b) on behalf of itself and/or the Bond Issuer, as the case may be, make any filing and participate in proceedings of any kind with any governmental authorities, including with the PUCO. The Bond Issuer shall execute and/or furnish the Servicer such documents as

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have been prepared by the Servicer for execution by the Bond Issuer, and with such other documents as may be in the Bond Issuer’s possession, as the Servicer may determine to be necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder. Upon the Servicer’s written request, the Bond Issuer shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its duties hereunder.

Section 2.03. Dominion and Control Over the Phase-In-Recovery Property. Notwithstanding any other provision herein, the Bond Issuer shall have dominion and control over the Phase-In-Recovery Property, and the Servicer, in accordance with the terms hereof, is acting solely as the servicing agent and custodian for the Bond Issuer with respect to the Phase-In-Recovery Property and the Phase-In-Recovery Property Records. The Servicer shall not take any action that is not authorized by this Agreement or that shall impair the rights of the Bond Issuer or the Bond Trustee in the Phase-In-Recovery Property, in each case unless such action is required by applicable law.

ARTICLE III.

BILLING SERVICES

Section 3.01. Duties of Servicer. The Servicer, as agent for the Bond Issuer, shall have the following duties:

(a) Duties of Servicer Generally.

(i) General Duties. The Servicer’s duties in general shall include management, servicing and administration of the Phase-In-Recovery Property; obtaining meter reads, calculating electricity usage, billing, collection and posting of all payments in respect of the Phase-In-Recovery Property; responding to inquiries by Customers, the PUCO, competitive retail electric suppliers (if any) or any federal, local or other state governmental authorities with respect to the Phase-In-Recovery Charges or Phase-In-Recovery Property; delivering Bills to Customers, investigating and handling delinquencies, processing and depositing collections and making periodic remittances; furnishing periodic reports to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies and the PUCO; making all filings with the PUCO and taking such other action as may be necessary to perfect the Bond Issuer’s ownership interest in and the Bond Trustee’s first priority security interest in the Phase-In-Recovery Property; making all filings and taking such other action as may be necessary to perfect and maintain the perfection and priority of the Bond Trustee’s security interest in the Collateral; selling, as the agent for the Bond Issuer as its interests may appear, defaulted or written off accounts in accordance with the Servicer’s usual and customary practices; taking all necessary action in connection with True-Up Adjustments as set forth herein; and performing such other duties as may be specified in the Financing Order to be performed by it. To the extent allowed by law and PUCO Regulations, certain of the duties set forth above may be performed by TPBs. Without limiting the generality of this Section 3.01(a)(i), in furtherance of the foregoing, the Servicer hereby agrees that it shall also have, and shall comply with, the duties and responsibilities relating to data acquisition, usage and bill calculation, billing, customer service functions, collection, payment processing and remittance set forth in Annex I hereto, as it may be amended from time to time. For the avoidance of doubt, the term “usage” when used herein refers to both kilowatt hour consumption and kilowatt demand.

(ii) PUCO Regulations Control. Notwithstanding anything to the contrary in this Agreement, the duties of the Servicer set forth in this Agreement shall be qualified in their entirety by any PUCO Regulations, the Financing Order and the federal securities laws and rules and regulations promulgated thereunder, including without limitation, Regulation AB, as in effect at the time such duties are to be performed.

(b) Reporting Functions.

(i) Semiannual Reconciliation Report. The Servicer shall deliver a semiannual written reconciliation report substantially in the form of Exhibit E hereto as required by Section 4.03(b) hereof.

(ii) Notification of Laws and Regulations. The Servicer shall promptly notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies in writing of any laws or PUCO Regulations hereafter promulgated that have a material adverse effect on the Servicer’s ability to perform its duties under this Agreement.

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(iii) Other Information. Upon the reasonable request of the Bond Issuer, the Bond Trustee, the Certificate Trustee, any Rating Agency, or the PUCO, the Servicer shall provide to such Bond Issuer, Bond Trustee, Certificate Trustee, the Rating Agencies, or the PUCO, as the case may be, any public financial information in respect of the Servicer, or any material information regarding the Phase-In-Recovery Property to the extent it is reasonably available to the Servicer, as may be reasonably necessary and permitted by law, including all applicable PUCO Regulations and guidelines, for the Bond Issuer, the Bond Trustee, the Certificate Trustee, or the Rating Agencies to monitor the Servicer’s performance hereunder.

(iv) Preparation of Reports to be Filed with the Commission. The Servicer shall prepare and deliver such additional reports as are required under this Agreement, including a copy of each Semiannual Servicer Certificate described in Section 4.01(d)(iii), the annual Certificate of Compliance described in Section 3.03, and the Annual Accountant’s Report described in Section 3.04. In addition, the Servicer shall prepare, procure, deliver and/or file, or cause to be prepared, procured, delivered or filed, any reports, attestations, exhibits, certificates or other documents required to be delivered or filed with the Commission (and/or any other Governmental Authority) by the Bond Issuer or the Sponsor under the federal securities or other applicable laws or in accordance with the Basic Documents, including, without limitation, filing with the Commission, if applicable and required by applicable law, a copy or copies of (i) each Monthly Servicer Certificate described in Section 4.01(d)(ii) (under Form 10-D or any other applicable form), (ii) each Semiannual Servicer Certificate described in Section 4.01(d)(iii) (under Form 10-D or any other applicable form), (iii) the annual statements of compliance, attestation reports and other certificates described in Section 3.03, and (iv) the Annual Accountant’s Report (and any attestation required under Regulation AB) described in Section 3.04. In addition, the appropriate officer or officers of the Servicer shall (in its separate capacity as Servicer) sign the Sponsor’s annual report on Form 10-K (and any other applicable Commission or other reports, attestations, certifications and other documents, to the extent that the Servicer’s signature is required by, and consistent with, the federal securities laws and/or any other applicable law.

(c) Opinions of Counsel. The Servicer shall deliver to the Bond Issuer and the Bond Trustee:

(i) promptly after the execution and delivery of this Agreement and of each amendment hereto, an Opinion of Counsel from external counsel of the Bond Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the PUCO and all filings pursuant to the UCC, that are necessary under the UCC and the Statute to fully preserve, protect and perfect the Lien of the Bond Trustee in the Phase-In-Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Lien; and

(ii) within ninety days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the PUCO and all filings pursuant to the UCC, that are necessary under the UCC and the Statute to fully preserve, protect and perfect the Lien of the Bond Trustee in the Phase-In-Recovery Property, have been authorized, executed and filed and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve, protect and perfect such Lien.

Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve, protect and perfect such interest or Lien.

(d) Duties of Servicer as Administrative Trustee. The Servicer, in addition to the Delaware Trustee, shall serve as a trustee of the Trust, and as a trustee shall have the administrative duties set forth in the Declaration of Trust including without limitation those duties designated for such trustee in Article IV of the Declaration of Trust. The Servicer’s appointment as a trustee of the Trust shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 3.01(d). If any Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all the rights and obligations of any Servicer shall have terminated under Section 7.01, the appointment of such Servicer as a trustee under the Declaration of Trust shall terminate upon appointment of a successor Servicer, subject to the approval of the PUCO, and acceptance by such successor Servicer of such appointment.

Section 3.02. Servicing and Maintenance Standards. On behalf of the Bond Issuer, the Servicer shall (a) manage, service, administer and make collections in respect of the Phase-In-Recovery Property with reasonable care and in accordance with applicable law, including all applicable PUCO Regulations and guidelines, using the same degree of care and diligence that the Servicer exercises with respect to similar assets for its own account and, if applicable, for others; (b) follow customary standards, policies and procedures for the industry in performing its duties as Servicer; (c) use all reasonable efforts, consistent with its customary servicing procedures, to bill and collect the Phase-In-Recovery Charge; (d) file all filings under the applicable UCC or the Statute necessary or desirable to maintain the first priority perfected security interest of the Bond Trustee in the Phase-In-Recovery Property; (e) comply in all material respects with all laws and regulations applicable to and binding on it relating to

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the Phase-In-Recovery Property; and (f) submit semiannually a request to the PUCO seeking a True-Up Adjustment, if any is required, of the Phase-In-Recovery Charge. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of all or any portion of the Phase-In-Recovery Property, which, in the Servicer’s judgment, may include the taking of legal action, at the Bond Issuer’s expense but subject to the priority of payments and Cap set forth in Section 8.02(e) of the Bond Indenture.

Section 3.03. Certificate of Compliance.

(a) The Servicer shall deliver to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO, on or before (a) March 31 of each year or (b) if earlier, for any calendar year in which the Sponsor is required to file an annual report on Form 10-K in accordance with the Exchange Act and the rules and regulations thereunder, the date on which such annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, certificates from a Responsible Officer of the Servicer (i) containing, and certifying as to, the statements of compliance required by Item 1123 (or any successor or similar item or rule) of Regulation AB, as then in effect and (ii) containing, and certifying as to, the statements and assessment of compliance required by Item 1122(a) (or any successor or similar item or rule) of Regulation AB, as then in effect. These certificates may be in the form of, or shall include the forms attached hereto as Exhibit A-1 and Exhibit A-2, with, in the case of Exhibit A-1, such changes as may be required to conform to the applicable securities law.

(b) The Servicer shall use commercially reasonable efforts to obtain from each other party participating in the servicing function any additional certifications as to the statements and assessment required under Item 1122 or Item 1123 of Regulation AB to the extent required in connection with the filing of the annual report on Form 10-K; provided, however, that a failure to obtain such certifications shall not be a breach of the Servicer’s duties hereunder. The parties acknowledge that the Bond Trustee’s certifications shall be limited to the Item 1122 certifications described in Exhibit C of the Bond Indenture.

(c) The initial Servicer, in its capacity as Sponsor, shall post on its website and file with or furnish to the Commission, 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 information described in Section 3.07(g) of the Bond Indenture to the extent such information is reasonably available to the Sponsor. Except to the extent permitted by applicable law, the initial Servicer, in its capacity as Sponsor, shall not voluntarily suspend or terminate its filing obligations as Sponsor with the SEC as described in this Section 3.03(c). The covenants of the initial Servicer, in its capacity as Sponsor, pursuant to this Section 3.03(c) shall survive the resignation, removal or termination of the initial Servicer as Servicer hereunder.

Section 3.04. Annual Report by Independent Registered Public Accountants.

(a) The Servicer, at its own expense in partial consideration of the Servicing Fee paid to it, shall cause a firm of Independent registered public accountants (which may provide other services to the Servicer or the Seller) to prepare annually, and the Servicer shall deliver annually to the Bond Issuer, the Bond Trustee, Certificate Trustee, the Rating Agencies, and the PUCO, on or before the earlier of (a) March 31 of each year, beginning March 31, 2014, or (b) with respect to each calendar year during which the Sponsor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rule and regulations thereunder, a report addressed to the Servicer (the “Annual Accountant’s Report”) to the effect that such firm has performed certain procedures, agreed between the Servicer and such accountants, in connection with the Servicer’s compliance with its obligations under this Agreement during the preceding twelve months ended December 31 (or, in the case of the first Annual Accountant’s Report to be delivered on or before March 31, 2014, the period of time from the date of this Agreement until December 31, 2013), identifying the results of such procedures and including any exceptions noted.

(b) The Annual Accountant’s Report shall also indicate that the accounting firm providing such report is independent of the Servicer in accordance with the Rules of the Public Company Accounting Oversight Board, and shall include any attestation report required under Item 1122(b) of Regulation AB (or any successor or similar item or rule), as then in effect.

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ARTICLE IV.

SERVICES RELATED TO TRUE-UP ADJUSTMENTS; REMITTANCES AND RECONCILIATIONS

Section 4.01. True-Up Adjustments. From time to time, until the Retirement of the Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

(a) Expected Amortization Schedule. The Expected Amortization Schedule is attached hereto as Schedule 4.01(a).

(b) True-Up Filings.

(i) Semiannual True-Up Filings. For the purpose of preparing a Semiannual True-Up Filing, the Servicer shall: (A) update the assumptions underlying the calculation of the Phase-In-Recovery Charge, including energy usage volume, the rate of charge-offs and estimated expenses and fees of the Bond Issuer and the Certificate Issuer to the extent not fixed, in each case for the Remittance Periods beginning on January 1 and July 1 of such year; (B) update the calculation of Weighted Average Days Outstanding; (C) determine the Required Debt Service for each such Remittance Period based upon such updated assumptions; and (D) determine the Phase-In-Recovery Charge to be charged during each such Remittance Period based upon such Required Debt Service. The Servicer shall file a Semiannual True-Up Filing with the PUCO no later than November 1 and May 1 of each year (other than for the first Semiannual True-Up Filing to be completed within 12 months after the issuance date of the Bonds).

(ii) True-Up Adjustments. The Servicer shall take all reasonable actions and make all reasonable efforts to secure any True-Up Adjustments.

(c) Intentionally Omitted.

(d) Reports.

(i) Notification of Adjustment Request Filings and True-Up Adjustments. Whenever the Servicer files an Adjustment Request with the PUCO, the Servicer shall send a copy of such filing to the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies concurrently therewith. If any True-Up Adjustment requested in any such Adjustment Request filing does not become effective on the applicable date as provided by the Financing Order, the Servicer shall notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies by the end of the second Servicer Business Day after such applicable date.

(ii) Monthly Servicer Certificate. So long as any Bonds are outstanding, not later than fifteen (15) days after the end of each month after the Certificates are issued (excluding June, 2013), or if such day is not a Servicer Business Day, the next succeeding Servicer Business Day, the Servicer shall deliver a written report substantially in the form of Exhibit C hereto (the “Monthly Servicer Certificate”) to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(iii) Semiannual Servicer Certificate. So long as any Bonds are outstanding, not later than the Servicer Business Day immediately preceding each Payment Date, the Servicer shall deliver a written report substantially in the form of Exhibit D hereto (the “Semiannual Servicer Certificate”) to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(iv) Reports to Customers. After each revised Phase-In-Recovery Charge has gone into effect pursuant to a True-Up Adjustment, the Servicer shall, to the extent and in the manner and time frame required by applicable PUCO Regulations, if any, cause to be prepared and delivered to customers any required notices announcing such revised Phase-In-Recovery Charges.

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Section 4.02. Limitation of Liability.

(a) The Bond Issuer and the Servicer expressly agree and acknowledge that:

(i) In connection with any True-Up Adjustment, the Servicer is acting solely in its capacity as the servicing agent hereunder.

(ii) Neither the Servicer nor the Bond Issuer shall be responsible in any manner for, and shall have no liability whatsoever as a result of, any action, decision, ruling or other determination made or not made, or any delay (other than any delay resulting from the Servicer’s failure to file the applications required by Section 4.01 in a timely and correct manner or other material breach by the Servicer of its duties under this Agreement that materially adversely affects the True-Up Adjustments), by the PUCO in any way related to the Phase-In-Recovery Property or in connection with any True-Up Adjustment, the subject of any filings under Section 4.01, any proposed True-Up Adjustment, or the approval of the Phase-In-Recovery Charge and the adjustments thereto.

(iii) The Servicer shall have no liability whatsoever relating to the calculation of the Phase-In-Recovery Charge and the adjustments thereto, including as a result of any inaccuracy of any of the assumptions made in such calculation regarding expected energy usage volume, the rate of charge-offs, estimated expenses and fees of the Bond Issuer and the Certificate Issuer, so long as the Servicer has not acted in a negligent manner in connection therewith, nor shall the Servicer have any liability whatsoever as a result of any Person, including the Bondholders or the Certificateholders, not receiving any payment, amount or return anticipated or expected in respect of any Bond or Certificate generally, except only to the extent that the Servicer is liable under Section 6.02 of this Agreement.

(b) Notwithstanding the foregoing, this Section 4.02 shall not relieve the Servicer of any liability under Section 6.02 for any misrepresentation by the Servicer under Section 6.01 or for any breach by the Servicer of its obligations under this Agreement.

Section 4.03. Remittances; Reconciliations.

(a) Subject to Section 4.03(b) below, on each Servicer Business Day commencing 45 days after the date of this Agreement, the Servicer shall cause to be made within two (2) Servicer Business Days of deemed receipt a wire transfer of immediately available funds to the General Subaccount of the Collection Account in an amount equal to the Estimated Phase-In-Recovery Charge Payments (as calculated in accordance with Annex I hereto) received on such day and on any prior day that was not a Servicer Business Day for which a Remittance has not previously been made (taking into account the Weighted Average Days Outstanding in effect from time to time). Prior to or simultaneous with each Remittance to the General Subaccount of the Collection Account pursuant to this Section, the Servicer shall provide written notice to the Bond Trustee of each such Remittance (including the exact dollar amount to be remitted).

(b) Within 12 months after the issuance of the Bonds and then on or before each January 1 and July 1 (and as frequently as monthly during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date), the Servicer shall calculate the amount of any Remittance Shortfall or Remittance Excess attributable to the prior Reconciliation Period and (A) if a Remittance Shortfall exists, the Servicer shall make a supplemental wire transfer of immediately available funds to the General Subaccount of the Collection Account on the next Servicer Business Day following such calculation in the amount of such Remittance Shortfall, or (B) if a Remittance Excess exists, the Servicer may reduce the amount of Remittances to be made to the Bond Issuer on succeeding Servicer Business Days in an amount equal to the amount of such Remittance Excess until the balance of the Remittance Excess has been reduced to zero. The Servicer shall deliver a written report setting forth in reasonable detail the calculation of any Remittance Excess or Remittance Shortfall to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Rating Agencies, and the PUCO.

(c) The Servicer agrees and acknowledges that it will remit Estimated Phase-In-Recovery Charge Payments in accordance with this Section 4.03 without any surcharge, fee, offset, charge or other deduction except (i) as set forth in Section 4.03(b) above and (ii) for late fees permitted by Section 6.06.

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ARTICLE V.

THE PHASE-IN-RECOVERY PROPERTY

Section 5.01. Custody of Phase-In-Recovery Property Records. To assure uniform quality in servicing the Phase-In-Recovery Property and to reduce administrative costs, the Bond Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Bond Issuer and the Bond Trustee as custodian of any and all documents and records that the Servicer shall keep on file, in accordance with its customary procedures, relating to the Phase-In-Recovery Property, including copies of the Financing Order and Adjustment Requests relating thereto and all documents filed with the PUCO in connection with any True-Up Adjustment and computational records relating thereto (collectively, the “Phase-In-Recovery Property Records”), which are hereby constructively delivered to the Bond Trustee, as pledgee of the Bond Issuer with respect to all Phase-In-Recovery Property.

Section 5.02. Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer shall hold the Phase-In-Recovery Property Records on behalf of the Bond Issuer and the Bond Trustee and maintain such accurate and complete accounts, records and computer systems pertaining to the Phase-In-Recovery Property Records on behalf of the Bond Issuer and the Bond Trustee as shall enable the Bond Issuer to comply with this Agreement and the Bond Indenture. In performing its duties as custodian the Servicer shall act with reasonable care, using that degree of care and diligence that the Servicer exercises with respect to comparable assets that the Servicer services for itself or, if applicable, for others. The Servicer shall promptly report to the Bond Issuer and the Bond Trustee any failure on its part to hold the Phase-In-Recovery Property Records and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Bond Issuer or the Bond Trustee of the Phase-In-Recovery Property Records. The Servicer’s duties to hold the Phase-In-Recovery Property Records on behalf of the Bond Issuer set forth in this Section 5.02, to the extent such Phase-In-Recovery Property Records have not been previously transferred to a successor Servicer pursuant to Article VII, shall terminate one year and one day after the earlier of the date on which (i) the Servicer is succeeded by a successor Servicer in accordance with Article VII hereof and (ii) no Bonds are outstanding.

(b) Maintenance of and Access to Records. The Servicer shall maintain at all times records and accounts that permit the Servicer to identify Phase-In-Recovery Charges billed. The Servicer shall maintain the Phase-In-Recovery Property Records in Akron, Ohio or at such other office as shall be specified to the Bond Issuer and the Bond Trustee by written notice at least 30 days prior to any change in location. The Servicer shall make available for inspection to the Bond Issuer and the Bond Trustee or their respective duly authorized representatives, attorneys or auditors the Phase-In-Recovery Property Records at such times during normal business hours as the Bond Issuer or the Bond Trustee shall reasonably request and which do not unreasonably interfere with the Servicer’s normal operations. Nothing in this Section 5.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulations) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 5.02(b).

(c) Release of Documents. Upon instruction from the Bond Trustee in accordance with the Bond Indenture, the Servicer shall release any Phase-In-Recovery Property Records to the Bond Trustee, the Bond Trustee’s agent or the Bond Trustee’s designee, as the case may be, at such place or places as the Bond Trustee may designate, as soon as practicable.

(d) Defending Phase-In-Recovery Property Against Claims. The Servicer, on behalf of the Bondholders, shall institute any action or proceeding necessary to compel performance by the PUCO or the State of Ohio of any of their obligations or duties under the Statute, the Financing Order or any Adjustment Request, and the Servicer agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to block or overturn any attempts to cause a repeal of, modification of or supplement to the Statute or the Financing Order or the rights of holders of Phase-In-Recovery Property by legislative enactment, voter initiative or constitutional amendment that would be adverse to the Bondholders, the Bond Issuer or the Bond Trustee, (and, thus, the Delaware

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Trustee, the Certificate Trustee and the Certificateholders). The costs of any such action shall be payable from Phase-In-Recovery Charge Collections as an Operating Expense in accordance with the priorities and Cap set forth in Section 8.02(e) of the Bond Indenture. The Servicer’s obligations pursuant to this Section 5.02 shall survive and continue notwithstanding the fact that the payment of Operating Expenses pursuant to Section 8.02(e) of the Bond Indenture may be delayed (it being understood that the Servicer may be required to initially advance its own funds to satisfy its obligations hereunder).

Section 5.03. Instructions; Authority to Act. For so long as any Bonds remain outstanding, the Servicer shall be deemed to have received proper instructions with respect to the Phase-In-Recovery Property Records upon its receipt of written instructions signed by a Responsible Officer of the Bond Trustee.

Section 5.04. Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 5.04. If any Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of any Servicer shall have been terminated under Section 7.01, the appointment of such Servicer as custodian shall terminate upon appointment of a successor Servicer, subject to the approval of the PUCO, and acceptance by such successor Servicer of such appointment.

Section 5.05. Third-Party Billers.

(a) The Servicer hereby acknowledges and agrees that:

(i) billing and collection of Phase-In-Recovery Charges by TPBs is not currently permitted by the Statute or PUCO Regulations;

(ii) if at any time in the future the State of Ohio takes any action to amend the Statute, or the PUCO takes any action to adopt, supplement or amend PUCO Regulations, in either case, to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs, the Servicer, on behalf of the Bondholders, shall take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to (A) if the Servicer reasonably believes that such action could result in a downgrade of the Bonds or is otherwise contrary to the Statute or the Financing Order, block or overturn such action of the State or the PUCO, as the case may be, including by asserting that such action violates the State Pledge; and (B) if such challenge or opposition fails, compel performance by the PUCO or the State of Ohio, as the case may be, of their obligations and duties under the Statute and the Financing Order, as applicable, with respect to TPBs, including but not limited to ensuring that the implementation of any such amendment, supplement, rule or regulation does not result in a downgrade in the credit ratings assigned to the Bonds and otherwise conforms with the matters referenced in Schedule A to Annex I hereto;

(iii) it, on behalf of the Bondholders, will take reasonable steps to monitor on an ongoing basis proceedings in the legislature of the State of Ohio and at the PUCO for proposed legislation, rules, regulations or other initiatives that could reasonably result in the taking by the State of Ohio or the PUCO of any action referenced in (ii) above; and

(iv) the costs of any action taken by, and the obligations of, the Servicer under this Section 5.05(a) shall be treated in the same manner as costs and obligations referenced in the second and third sentences, respectively, of Section 5.02(d).

(b) Should the laws of the State of Ohio be changed to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs, the Servicer shall, using the same degree of care and diligence that it exercises with respect to payments owed to it for its own account, implement such procedures and policies as would be necessary to properly enforce the obligations of each TPB to remit Phase-In-Recovery Charges, in accordance with the terms and provisions of the Financing Order.

Section 5.06. Custodian’s Indemnification. The Servicer as custodian shall indemnify the Bond Issuer and the Bond Trustee (for itself and for the benefit of the Holders) and each of their respective officers, directors,

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employees and agents for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments and claims, and reasonable costs or expenses, of any kind whatsoever (collectively, “Indemnified Losses”) that may be imposed on, incurred by or asserted against each such Person as the result of any negligent act or omission in any way relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the willful misconduct, bad faith or gross negligence of the Bond Issuer or the Bond Trustee, as the case may be.

ARTICLE VI.

THE SERVICER

Section 6.01. Representations and Warranties of Servicer. The Servicer makes the following representations and warranties, as of the Closing Date, on which the Bond Issuer is deemed to have relied in entering into this Agreement relating to the servicing of the Phase-In-Recovery Property.

(a) Organization and Good Standing. The Servicer is duly organized and validly existing as a corporation in good standing under the laws of the State of Ohio, with the requisite corporate power and authority to own its properties as such properties are currently owned and to conduct its business as such business is now conducted by it, and has the requisite corporate power and authority to service the Phase-In-Recovery Property and to hold the Phase-In-Recovery Property Records as custodian.

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Phase-In-Recovery Property as required by this Agreement) shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Servicer’s business, operations, assets, revenues or properties or adversely affect the servicing of the Phase-In-Recovery Property).

(c) Power and Authority. The Servicer has the requisite corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Servicer.

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

(e) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not: (i) conflict with or result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or code of regulations of the Servicer, or any material indenture, agreement or other instrument to which the Servicer is a party or by which it is bound; (ii) result in the creation or imposition of any Lien upon any of the Servicer’s properties pursuant to the terms of any such indenture, agreement or other instrument; or (iii) violate any existing law or any existing order, rule or regulation applicable to the Servicer of any federal or state court or regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties.

(f) No Proceedings. There are no proceedings pending and, to the Servicer’s knowledge, there are no proceedings threatened and no investigations pending or threatened, before any federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties involving or relating to the Servicer or the Bond Issuer or, to the Servicer’s knowledge, any other Person: (i) asserting the invalidity of this Agreement; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement; or (iii) seeking any determination or ruling that might materially adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement.

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(g) Approvals. No approval, authorization, consent, order or other action of, or filing with, any federal or state court, regulatory body, administrative agency or other governmental instrumentality is required in connection with the execution and delivery by the Servicer of this Agreement, the performance by the Servicer of the transactions contemplated hereby or the fulfillment by the Servicer of the terms hereof, except those that have been obtained or made and those that the Servicer is required to make in the future pursuant to Article III or IV hereof.

Section 6.02. Indemnities of Servicer.

(a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and as expressly provided under this Section 6.02.

(b) The Servicer shall indemnify the Bond Issuer and the Bondholders for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments, claims, costs or expenses of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against any such Person as a result of (i) the Servicer’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or gross negligence of any such indemnified person; and, provided, further, that the Bondholders shall be entitled to enforce their rights and remedies against the Servicer under this Section 6.02(b) solely through a cause of action brought for their benefit by the Bond Trustee; and; provided, further, that the Servicer shall not be liable for any Losses, regardless of when incurred, after the Bonds and all other Financing Costs have been paid in full, except as provided in Section 6.02(c).

(c) The Servicer shall indemnify and hold harmless the Bond Trustee, the Delaware Trustee, the Certificate Trustee and the Certificate Issuer and any of their respective affiliates, officials, officers, directors, employees and agents (each an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses imposed on, incurred by or asserted against any of such Indemnified Persons as a result of: (i) the Servicer’s willful misconduct or negligence in the performance of its duties or observance of its covenants under this Agreement (including the Servicer’s willful misconduct or negligence relating to the maintenance and custody by the Servicer, as custodian, of the Phase-In-Recovery Property Records) or (ii) the Servicer’s breach in any material respect of any of its representations or warranties in this Agreement; provided, however, that the Servicer shall not be liable for any Losses resulting from the willful misconduct or negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Servicer’s breach. The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of its involvement in any action, proceeding or investigation, such Indemnified Person shall, if a claim for indemnification in respect thereof is to be made against the Servicer under this Section 6.02(c), notify the Servicer in writing of such involvement. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.02(c) only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02(c), the Servicer shall be entitled to assume the defense of any such action, proceeding or investigation. Upon assumption by the Servicer of the defense of any such action, proceeding or investigation, the Indemnified Person shall have the right to participate in such action or proceeding and to retain its own counsel. The Servicer shall be entitled to appoint counsel of the Servicer’s choice at the Servicer’s expense to represent the Indemnified Person in any action, proceeding or investigation for which a claim of indemnification is made against the Servicer under this Section 6.02(c) (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Person. Notwithstanding the Servicer’s election to appoint counsel to represent the Indemnified Person in an action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of

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counsel chosen by the Servicer to represent the Indemnified Person would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (iii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action or (iv) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than local counsel. The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02(c) (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

(d) Indemnification under Sections 6.02(b) and 6.02(c) shall include reasonable fees and out-of-pocket expenses of investigation and litigation (including reasonable attorneys’ fees and expenses), except as otherwise provided in this Agreement.

(e) For purposes of Section 6.02(b) and 6.02(c), in the event of the termination of the rights and obligations of The Toledo Edison Company (or any successor thereto pursuant to Section 6.04) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 7.02.

(f) The initial Servicer shall indemnify the Bond Trustee and, as to the Bond Issuer’s allocable portion only, the Delaware Trustee and the Certificate Trustee for all due and unpaid compensation, expenses and indemnity amounts (owed by the Bond Issuer to such trustee under, and to the extent set forth in, Section 6.07 of the Bond Indenture, Sections 1 through 4 of the Fee and Indemnity Agreement and any applicable provisions of the other applicable Basic Documents) that exceed the Cap. The Servicer’s indemnity obligation under this Section 6.02(f) shall continue as an obligation of The Toledo Edison Company, as the initial Servicer under this Agreement, in the event a successor servicer is appointed pursuant to Section 7.02.

(g) The indemnification obligations of the Servicer contained in this Section 6.02 shall survive the resignation or removal of the Bond Trustee, the Certificate Trustee or the Delaware Trustee or the termination of this Agreement or the other applicable Basic Documents.

Section 6.03. Limitation on Liability of Servicer and Others. Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be liable to the Bond Issuer or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any director, officer, employee or agent of the Servicer against any liability that would otherwise be imposed by reason of willful misconduct or negligence in the performance of duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Bond Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement.

Except as provided in this Agreement, including but not limited to Section 5.02(d), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Phase-In-Recovery Property that is not directly related to one of the Servicer’s enumerated duties in this Agreement or related to its obligation to indemnify, and that in its reasonable opinion may cause it to incur any expense or liability; provided, however, that the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Bond Issuer or the Bond Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from Phase-In-Recovery Charges received by the Servicer (to be remitted to the

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Collection Account) as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Bond Indenture. The Servicer’s obligations pursuant to this Section 6.03 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Bond Indenture (it being understood that the Servicer may be required initially to advance its own funds to satisfy its obligations hereunder).

Section 6.04. Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer shall not merge or consolidate into, or sell all or substantially all of its assets to, any other Person except in compliance with this Section. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party or (c) which may succeed to the properties and assets of the Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Bond Issuer and the Bond Trustee an Officers’ Certificate stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have delivered to the Bond Issuer and the Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all statutory filings to be made by the Servicer, including filings with the PUCO pursuant to the Statute and filings under the applicable UCC, have been executed and filed that are necessary to preserve and protect fully the interests of the Bond Issuer and the Bond Trustee in the Phase-In-Recovery Property and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests and (iv) the Rating Agencies shall have received prior written notice of such transaction. When any Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 6.04, then upon satisfaction of all of the other conditions of this Section 6.04, the Servicer shall automatically and without further notice be released from all its obligations hereunder.

Section 6.05. The Toledo Edison Company Not to Resign as Servicer. Subject to the provisions of Section 6.04, The Toledo Edison Company shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement unless The Toledo Edison Company delivers to the Bond Trustee and the PUCO an opinion of external counsel to the effect that The Toledo Edison Company’s performance of its duties under this Agreement shall no longer be permissible under applicable law. No such resignation shall become effective until a successor Servicer shall have assumed the responsibilities and obligations of The Toledo Edison Company in accordance with Section 7.02. In no event shall the Bond Trustee be obligated to supervise the performance of the Servicer hereunder or to act as successor Servicer hereunder. The Bond Trustee shall have no liability for the default of the Servicer hereunder or the misconduct of the Servicer under this Agreement.

Section 6.06. Servicing Compensation.

(a) In consideration for its services hereunder, until the Retirement of the Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount (i) equal to 10 one-hundredth of one percent (0.10%) of the initial principal balance of the Bonds for so long as The Toledo Edison Company remains the Servicer or (ii) of up to 75 one-hundredth of one percent (0.75%) of the initial principal balance of the Bonds in the case of a non-utility successor Servicer. The Servicing Fee shall be payable in semiannual installments on each Payment Date.

(b) The Servicing Fee set forth in Section 6.06(a) above and expenses provided for in Section 6.06(c) below shall be paid to the Servicer by the Bond Trustee, on each Payment Date in accordance with the priorities and subject to the Cap set forth in Section 8.02(e) of the Bond Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on such date shall be added to the Servicing Fee payable on the subsequent Payment Date.

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(c) The Bond Issuer shall pay all expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by accountants, counsel, or any other Person, any taxes imposed on the Servicer (other than taxes based on the Servicer’s net income) and any expenses incurred in connection with reports to Bondholders and Certificateholders, subject to the priorities and Cap set forth in Section 8.02(e) of the Bond Indenture).

Section 6.07. Compliance with Applicable Law. The Servicer covenants and agrees, in servicing the Phase-In-Recovery Property, to comply in all material respects with all laws applicable to, and binding upon, the Servicer and relating to such Phase-In-Recovery Property the noncompliance with which would have a material adverse effect on the value of the Phase-In-Recovery Property; provided, however, that the foregoing is not intended to, and shall not, impose any liability on the Servicer for noncompliance with any law that the Servicer is contesting in good faith in accordance with its customary standards and procedures.

Section 6.08. Access to Certain Records and Information Regarding Phase-In-Recovery Property. The Servicer shall provide to the Bondholders, the Bond Trustee and the Certificate Trustee access to the Phase-In-Recovery Property Records in such cases where the Bondholders, the Bond Trustee and the Certificate Trustee shall be required by applicable law to be provided access to such records. Access shall be afforded without charge, but only upon reasonable request and during normal business hours at the respective offices of the Servicer. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section.

Section 6.09. Appointments. The Servicer may at any time appoint any Person to perform all or any portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall have been satisfied in connection therewith; and, provided, further, that the Servicer shall remain obligated and be liable under this Agreement for the servicing and administering of the Phase-In-Recovery Property in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Person and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Phase-In-Recovery Property; and, provided, further, however, that nothing herein (including the Rating Agency Condition) shall preclude the execution by the Servicer of an agreement with any TPB permitted by applicable law and PUCO Regulations should the laws of the State of Ohio be changed to permit the billing and/or collecting of Phase-In-Recovery Charges by TPBs.

Section 6.10. No Servicer Advances. Except with respect to Remittances of Estimated Phase-In-Recovery Charge Payments, the Servicer shall not make any advances of interest on or principal of the Bonds or the Certificates.

Section 6.11. Maintenance of Operations. The Servicer agrees to continue to operate its distribution system to provide service to its customers so long as it is acting as the Servicer under this Agreement.

ARTICLE VII.

DEFAULT

Section 7.01. Servicer Default. If any one of the following events (each a “Servicer Default”) shall occur and be continuing:

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(a) any failure by the Servicer to remit to the Collection Account on behalf of the Bond Issuer any required Remittance that shall continue unremedied for a period of five (5) Servicer Business Days after written notice of such failure is received by the Servicer from the Bond Issuer or the Bond Trustee; or

(b) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure shall (a) materially adversely affect the rights of the Bondholders and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by the Bond Issuer or (B) to the Servicer by the Bond Trustee or by the Holders of Bonds evidencing not less than 25 percent of the Outstanding Amount of the Bonds; or

(c) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Bondholders and which material adverse effect continues unremedied for a period of 60 days after written notice of such failure is received by the Servicer from the Bond Issuer or the Bond Trustee; or

(d) an Insolvency Event occurs with respect to the Servicer;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Bond Trustee, or the Holders of Bonds evidencing not less than 25 percent of the Outstanding Amount of the Bonds, by notice then given in writing to the Servicer (and to the Bond Trustee if given by the Bondholders) (a “Termination Notice”) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 hereof) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), each of the following shall be entitled to apply to a court of competent jurisdiction for sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property: (1) the Bondholders and the Bond Trustee as beneficiary of the Statutory Lien permitted by the Statute; (2) the Bond Issuer or (3) financing parties or other assignees under Section 4928.2310 of the Statute, of the Phase-In-Recovery Property. On or after the receipt by the Servicer of a Termination Notice, and subject to the approval of the PUCO, all authority and power of the Servicer under this Agreement, whether with respect to the Bonds, the Phase-In-Recovery Property, the Phase-In-Recovery Charge or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Bond Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Phase-In-Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Bond Issuer and the Bond Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Phase-In-Recovery Property or the Phase-In-Recovery Charge. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with transferring the Phase-In-Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Section 7.02. Appointment of Successor.

(a) Upon the Servicer’s receipt of a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, and shall be entitled to receive the requisite portion of the Servicing Fee and reimbursement of expenses as provided herein, until a successor Servicer shall have assumed in writing the obligations of the Servicer hereunder as described below. In the event of the Servicer’s termination hereunder, the Bond Issuer shall appoint, subject to the approval of the PUCO, a successor Servicer with the Bond Trustee’s prior written consent thereto (which consent shall not be unreasonably withheld), and the successor Servicer shall accept its appointment by a written assumption in form reasonably acceptable to the Bond Issuer and the Bond Trustee. If within 30 days after the delivery of the Termination Notice, the Bond Issuer shall not have obtained such a new Servicer, the Bond Trustee may petition the PUCO or a court of competent jurisdiction to

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appoint a successor Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under PUCO Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Bond Issuer having substantially the same provisions as this Agreement.

(b) Upon appointment, the successor Servicer shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement.

Section 7.03. Waiver of Past Defaults. The Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds may, on behalf of all Bondholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required Remittances to the Collection Account in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

Section 7.04. Notice of Servicer Default. The Servicer shall deliver to the Bond Issuer, the Bond Trustee, the Certificate Trustee, the Certificate Issuer, the Rating Agencies, and the PUCO, promptly after having obtained knowledge thereof, but in no event later than five Servicer Business Days thereafter, written notice in an Officer’s Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 7.01(a) or (b).

ARTICLE VIII.

MISCELLANEOUS PROVISIONS

Section 8.01. Amendment. This Agreement may be amended in writing by the Servicer and the Bond Issuer with ten Servicer Business Days’ prior written notice given to the Rating Agencies and the PUCO and the prior written consent of the Bond Trustee (which consent shall not be unreasonably withheld), but without the consent of any of the Bondholders (or any other Person), to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Bond Issuer and the Bond Trustee, adversely affect in any material respect the interests of any Bondholder.

This Agreement may also be amended in writing from time to time by the Servicer and the Bond Issuer with ten Servicer Business Days’ prior written notice given to the Rating Agencies and the PUCO and the prior written consent of the Bond Trustee (which consent shall not be unreasonably withheld) and, subject to the first paragraph of this Section 8.01, the prior written consent of the Holders of Bonds evidencing not less than a majority of the Outstanding Amount of the Bonds, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Bondholders; provided, however, that any amendment of the provisions of Sections 4.01 or 4.03 of this Agreement shall satisfy the Rating Agency Condition.

It shall not be necessary for the consent of Bondholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.

The Bond Issuer shall promptly provide each of the Rating Agencies and the PUCO with a copy of any amendment to this Agreement.

Prior to its consent to any amendment to this Agreement, the Bond Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that such amendment is authorized or permitted by this Agreement and all conditions precedent have been met. The Bond Trustee may, but shall not be obligated to, enter into any such amendment which affects the Bond Trustee’s own rights, duties or immunities under this Agreement or otherwise. No amendment to this Agreement which adversely affects, in any material respect, the rights, protections or indemnities of the Certificate Trustee or Delaware Trustee under Section 6.02 shall be effective without its prior written consent (not to be unreasonably withheld).

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Section 8.02. Maintenance of Accounts and Records.

(a) The Servicer shall maintain accounts and records as to the Phase-In-Recovery Property accurately and in accordance with its standard accounting procedures and in sufficient detail to permit reconciliation between Phase-In-Recovery Charge Collections and Deemed Phase-In-Recovery Charge Payments.

(b) The Servicer shall permit the Bond Trustee and its agents at any time during normal business hours, upon reasonable notice to the Servicer and to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding the Phase-In-Recovery Property and the Phase-In-Recovery Charge. Nothing in this Section 8.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any PUCO Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 8.02(b).

Section 8.03. Notices. Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given by United States mail, courier service, facsimile transmission or electronic mail (confirmed by telephone, United States mail or courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such notice, direction, consent or waiver shall be effective when delivered, or if mailed, three days after deposit in the United States mail with proper postage for ordinary mail prepaid:

(a) if to the Servicer, to:

The Toledo Edison Company

76 South Main Street

Akron, Ohio 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(b) if to the Bond Issuer, to:

TE Funding LLC

c/o FirstEnergy Corp.

76 South Main Street

Akron, OH 44308

Attention: James W. Burk, Counsel of Record

Facsimile: (330) 384-3875

Telephone: (330) 384-5861

(c) if to the Bond Trustee, to:

U.S. Bank National Association

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: (312) 332-7996

Telephone: (312) 332-7496

E-mail: melissa.rosal@usbank.com

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(d) if to Moody’s, to:

Moody’s Investors Service, Inc.

25th Floor, 7 World Trade Center, 250 Greenwich

New York, New York 10007

Attention: ABS/RMBS Monitoring Department

E-mail: ServicerReports@moodys.com

(e) if to S&P, to:

Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Structured Credit Surveillance

E-mail: servicer-report@standardandpoors.com

Telephone: (212) 438-8991

(f) if to Fitch, to:

Fitch Ratings

One State Street Plaza

New York, New York 10004

Attention: ABS Surveillance

Telephone: (212) 908-0500

Facsimile: (212) 908-0355

(g) if to the Certificate Issuer, to:

U.S. Bank Trust National Association, as Delaware Trustee

for the FirstEnergy Ohio PIRB Special Purpose Trust 2013

190 S. LaSalle Street, 7th Floor

Mail Code: MK-IL-SL7R

Chicago, IL 60603

Attention: First Energy Ohio PIRB Special Purpose Trust 2013

Facsimile: (312) 332-7996

Telephone: (312) 332-7496

E-mail: melissa.rosal@usbank.com

With a copy to the Administrative Trustee

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

Section 8.04. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 6.04 and Section 8.10 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Servicer.

Section 8.05. Limitations on Rights of Third Parties. The provisions of this Agreement are solely for the benefit of the Servicer, the Bond Issuer, the Bondholders, the Bond Trustee, the Certificate Trustee, the Delaware Trustee, the Certificate Issuer and the other Persons expressly referred to herein and such Persons shall have the right to enforce the relevant provisions of this Agreement, except that the Bondholders shall be entitled to enforce

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their rights against the Servicer under this Agreement solely through a cause of action brought for their benefit by the Bond Trustee. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Phase-In-Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

Section 8.06. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.07. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 8.08. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 8.09. Governing Law. This Agreement shall be construed in accordance with the substantive laws of the State of Ohio, without giving effect to its conflict of law or other principles that would cause the application of the laws of another jurisdiction, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

Section 8.10. Collateral Assignment to Bond Trustee. The Servicer hereby acknowledges and consents to the Grant of a security interest and collateral assignment by the Bond Issuer pursuant to the Bond Indenture of all of the Bond Issuer’s rights hereunder to the Bond Trustee for the benefit of the holders of the Bonds and the Bond Trustee and to the Grant of a security interest and collateral assignment by the Bondholder to the Certificate Trustee pursuant to the Certificate Indenture for the benefit of the Certificateholders and the Certificate Trustee in all of the Bondholder’s rights in all rights of the Certificate Trustee or the Certificate Issuer, as holder of the Bonds, in and to this Servicing Agreement.

Section 8.11. Nonpetition Covenant. Notwithstanding any prior termination of this Agreement or the Bond Indenture, but subject to the right of a court of competent jurisdiction to order the sequestration and payment of revenues arising with respect to the Phase-In-Recovery Property notwithstanding any bankruptcy, reorganization or other insolvency proceedings with respect to The Toledo Edison Company or any of its affiliates pursuant to Section 4928.2310 of the Statute, the Servicer solely in its capacity as creditor of the Bond Issuer, shall not, prior to the date which is one year and one day after the termination of the Bond Indenture with respect to the Bond Issuer, petition or otherwise invoke or cause the Bond Issuer or the Trust to invoke the process of any court or governmental authority for the purpose of commencing or sustaining an involuntary case against the Bond Issuer or the Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Bond Issuer or the Trust or any substantial part of the property of the Bond Issuer or the Trust, or, to the fullest extent permitted by law, ordering the winding up or liquidation of the affairs of the Bond Issuer or the Trust.

Section 8.12. Rule 17g-5 Compliance. The Servicer agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Servicer to any Rating Agency under this Agreement or any other Basic Document to which it is a party for the purposes of determining the initial credit rating of the Bonds and Certificates or undertaking credit rating surveillance of the Bonds and Certificates with any Rating Agency, shall be, substantially concurrently, posted by the Servicer on the 17g-5 Website.

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

TE FUNDING LLC, as Bond Issuer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer
THE TOLEDO EDISON COMPANY, as Servicer
By:	/s/ Steven R. Staub
Name:	Steven R. Staub
Title:	Vice President and Treasurer

Signature Page to Phase-In-Recovery Property Servicing Agreement

EXHIBIT A-1

FORM OF SERVICER’S CERTIFICATE

The undersigned hereby certifies that he/she is the duly elected and acting _______________ of The Toledo Edison Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement dated as of June 20, 2013 (the “Servicing Agreement”) between the Servicer and TE Funding LLC (the “Bond Issuer”) and further that:

1. The undersigned is responsible for assessing the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”).

2. With respect to each of the Servicing Criteria, the undersigned has made the following assessment of the Servicing Criteria in accordance with Item 1122(d) of Regulation AB, with such discussion regarding the performance of such Servicing Criteria during the fiscal year covered by the Sponsor’s annual report on Form 10-K Report (such fiscal year, the “Assessment Period”):

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Applicable; assessment below.
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.	Not applicable; no servicing activities were outsourced.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for pool assets are maintained.	Not applicable; documents do not provide for a back-up servicer.
1122(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.	Not applicable; PUCO Regulations impose credit standards on retail electric providers who handle customer collections and govern performance requirements of utilities.
	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 business days following receipt, or such other number of days specified in the transaction agreements.	Applicable
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Applicable
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.	Applicable, but no current assessment required; no advances by the Servicer are permitted under the transaction agreements.

A-1

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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.	Applicable, but no current assessment is required since transaction accounts are maintained by and in the name of the Bond Trustee.
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-1(b)(1) of the Securities Exchange Act.	Applicable, but no current assessment required; all “custodial accounts” are maintained by the Bond Trustee.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Not applicable; all transfers made by wire transfer.
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 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 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Applicable; assessment below.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission 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.	Applicable; assessment below.
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.	Not applicable; investor records maintained by Bond Trustee.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Applicable
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.	Applicable; assessment below.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related documents.	Applicable; assessment below.
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.	Applicable; assessment below.

A-2

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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.	Not applicable; no removals or substitutions of phase-in-recovery property are contemplated or allowed under the transaction documents.
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 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 transaction agreements.	Applicable; assessment below.
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.	Not applicable; because underlying obligation (phase-in-recovery charge) is not an interest bearing instrument.
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.	Applicable; assessment below
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.	Applicable; limited assessment below. Servicer actions governed by PUCO regulations.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period any 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).	Applicable, but does not require assessment since no explicit documentation requirement with respect to delinquent accounts are imposed under the transactional documents due to availability of “true-up” adjustment mechanism.
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.	Not applicable; phase-in-recovery charges are not interest bearing instruments.
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 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	Applicable; [Servicer maintains deposit accounts in accordance with PUCO Regulations].

A-3

Reg AB Reference	Servicing Criteria	Applicable Servicer Criteria
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 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Not applicable; Servicer does not make payments on behalf of obligors.
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.	Not applicable; Servicer cannot make advances of its own funds on behalf of customers under the transaction documents.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Not applicable; Servicer cannot make advances of its own funds on behalf of customers to pay principal or interest on the bonds.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Applicable; assessment below.
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.	Not applicable; no external enhancement is required under the transaction documents.

3. To the best of the undersigned’s knowledge, based on such review, the Servicer is in compliance in all material respects with the applicable servicing criteria set forth above as of and for the period ending the end of the fiscal year covered by the Sponsor’s annual report on Form 10-K. [If not true, include description of any material instance of noncompliance.]

A-4

Executed as of this      day of                         ,         .

THE TOLEDO EDISON COMPANY
By:
	Name: Title:

A-5

EXHIBIT A-2

CERTIFICATE OF COMPLIANCE

The undersigned hereby certifies that he/she is the duly elected and acting [            ] of The Toledo Edison Company, as servicer (the “Servicer”) under the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between the Servicer and TE Funding LLC (the “Bond Issuer”), and further certifies on behalf of the Servicer that:

1. A review of the activities of the Servicer and of its performance under the Servicing Agreement during the [twelve] months ended December 31, [            ] has been made under the supervision of the undersigned pursuant to Section 3.03 of the Servicing Agreement; and

2. To the undersigned’s knowledge, based on such review, the Servicer has fulfilled all of its material obligations in all material respects under the Servicing Agreement throughout the [twelve] months ended December 31, [            ], except as listed on Annex A hereto.

Executed as of this                     day of                     .

By:

Name:

Title:

ANNEX A TO EXHIBIT A-2

LIST OF SERVICER DEFAULTS

Nature of Default Status

EXHIBIT B

FORM OF SEMIANNUAL TRUE-UP FILING

[date]

ADVICE

PUBLIC UTILITIES COMMISSION OF OHIO

SUBJECT: Phase-In-Recovery Charge Adjustment Request Pursuant to PUCO Case No. 12-1465-EL-ATS (the “Financing Order”), The Toledo Edison Company, as servicer of the Bonds or any successor Servicer and on behalf of the bond issuer and bond trustee may apply for adjustment to the Phase-In-Recovery Charge semiannually and at such additional intervals as may be provided for in the Financing Order. Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Financing Order.

PURPOSE

This filing establishes the revised Phase-In-Recovery Charge to be assessed and collected from all classes of retail users of The Toledo Edison Company distribution system within the geographic service territory as in effect on [            ,     ] , and whether or not such distribution system is being operated by The Toledo Edison Company or a successor distribution company. The Phase-In-Recovery Charge is a usage-based component of each retail user’s monthly bill until the Bonds, and interest thereon, and all other approved Financing Costs of the Company’s bond issuer are discharged in full. In the Financing Order, the Commission authorized The Toledo Edison Company to file Adjustment Requests semiannually and otherwise as provided for in the Financing Order. The Toledo Edison Company, or a successor Servicer, is authorized to file periodic Phase-In-Recovery Charge adjustments to the extent necessary to ensure the timely recovery of revenues sufficient to provide for the payment of an amount equal to the Bonds, and interest thereon, and all other approved financing costs, which may include indemnity obligations of the bond issuer in the securitization transaction documents for bond issuer officers and directors, trustee fees, liabilities of the special purpose trust and liabilities to the underwriters related to the underwriting of the Bonds. Adjustment Requests are those where The Toledo Edison Company uses the methodology approved by the Commission in PUCO Case No. 12-1465-EL-ATS to adjust upward or downward the existing Phase-In-Recovery Charge.

Using the methodology approved by the Commission in the Financing Order, this filing modifies the variables used in the Phase-In-Recovery Charge calculation and provides the resulting modified Phase-In-Recovery Charge. The enclosures show the revised assumptions for the variables used in calculating the Phase-In-Recovery Charge for retail users and the resulting tariff pages of The Toledo Edison Company reflecting the pricing update for the Phase-In-Recovery Rider (Rider PIR).

EFFECTIVE DATE

In accordance with the Financing Order, unless otherwise ordered by the PUCO, adjustments requested pursuant to Semiannual True-Up Filings will become effective on a service rendered basis 60 days after the filing with the PUCO. Therefore, these Phase-In-Recovery Charges shall be effective as of                     .

NOTICE

Copies of this filing are being furnished to the parties on the attached service list. Notice to the public is hereby given by filing and keeping this filing open for public inspection at The Toledo Edison Company’s corporate headquarters.

Enclosures

EXHIBIT C

FORM OF MONTHLY SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(ii) of the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between The Toledo Edison Company, as servicer (the “Servicer”) and TE Funding LLC, the Servicer does hereby certify as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement.

For the Monthly Period:                 

1.	Billings:
a)	Monthly kWh Consumption:
b)	Applicable Phase-In-Recovery Charge:
c)	Total Phase-In-Recovery Charge Amount Billed (less expected charge-offs) this Month:
d)	Cumulative Phase-In-Recovery Charge Amount Billed (less expected charge-offs) this Remittance Period:

2.	Remittances:
a)	Total Amount Remitted this Month:
b)	Cumulative Amount Remitted this Remittance Period:

3.	Draws on Subaccounts:
a)	Excess Funds Subaccount Draw Amount this Month:
b)	Cumulative Excess Funds Subaccount Draw Amount this Remittance Period (net of funding):
c)	Capital Subaccount Draw Amount this Month:
d)	Cumulative Capital Subaccount Draw Amount this Remittance Period (net of funding):

Executed as of this                     day of                     .

THE TOLEDO EDISON COMPANY,

as Servicer

By:

Name:

Title:

EXHIBIT D

FORM OF SEMIANNUAL SERVICER CERTIFICATE

Pursuant to Section 4.01(d)(iii) of the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between The Toledo Edison Company, as servicer and TE Funding LLC, the Servicer does hereby certify, for the Current Payment Date, as follows:

Capitalized terms used herein have their respective meanings as set forth in the Servicing Agreement. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement.

1. Phase-In-Recovery Charge Collections and Aggregate Amounts Available for the Current Payment Date:

i.	Amount Remitted [Month] [Year]
ii.	Amount Remitted [Month] [Year]
iii.	Amount Remitted [Month] [Year]
iv.	Amount Remitted [Month] [Year]
v.	Amount Remitted [Month] [Year]
vi.	Amount Remitted [Month] [Year]
vii.	Total Amount Remitted for this Period (sum of i. through vi. above):
viii.	Net Earnings on Collection Account (1):
ix.	[Expenses] Paid to Date:
x.	General Subaccount Balance (sum of vii. and viii. above minus ix.):
xi.	Excess Funds Subaccount Balance
xii.	Capital Subaccount Balance
xiii.	Collection Account Balance (sum of x. through xii. above)1:

2. Outstanding Principal Balance as of Prior Payment Date by Tranche:

i.	Tranche A-1 Principal Balance Outstanding Bond:
ii.	Tranche A-2 Principal Balance Outstanding Bond:
iii.	Tranche A-3 Principal Balance Outstanding Bond:
iv.	Total Bond Principal Balance:

[Includes  interest earned on the excess funds subaccount transferred to the collection account.]

3. Required Funding/Payments as of Current Payment Date:

a) Projected Principal Balances and Payments

	Projected Principal Balance	Semiannual Principal Due
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii Tranche A-3 Bond
iv. Total Projected Principal Amount:

b) Required Interest Payments

	Bond Interest Rate	Days in Applicable Period	Interest Due
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Required Interest Amount:

c) Projected Subaccount Payments and Levels

Subaccount	Principal Level	Funding Required
i. Capital Subaccount:
ii. Total Subaccount Payments and Levels:

4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(e) of Bond Indenture:

a) Semiannual Expenses

Net Expense Amount (Payable on Current Payment Date):

i. Bond, Delaware and Certificate Trustee Fees and Expenses allocable to Bond Issuer:

ii. Semiannual Servicing Fee:

iii. Semiannual Administration Fee:

iv. Operating Expenses (subject to Cap):

v. Total Expenses:

b) Semiannual Interest

	Aggregate	Per $1000 of Original Principal Amount
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Semiannual Interest:

c) Semiannual Principal

	Aggregate	Per $1000 of Original Principal Amount
i. Tranche A-1 Bond
ii. Tranche A-2 Bond
iii. Tranche A-3 Bond
iv. Total Semiannual Principal:

d) Other Payments

i. Operating Expenses (in excess of [$100,000]):

ii. Funding of Capital Subaccount (to required amount):

iii. Deposits to Excess Funds Subaccount:

5. Outstanding Principal Balance and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such distribution date):

a) Principal Balance Outstanding:

i. Tranche A-1 Principal Balance Outstanding Bond:

ii. Tranche A-2 Principal Balance Outstanding Bond:

iii. Tranche A-3 Principal Balance Outstanding Bond:

iv. Total Bond Principal Balance:

b) Collection Account Balances Outstanding:

i. Capital Subaccount:

ii. Excess Funds Subaccount:

iii. Total Subaccount Amount:

6. Subaccount Draws as of Current Payment Date (if applicable, pursuant to Section 8.02(e) of Bond Indenture):

i. Capital Subaccount:

ii. Excess Funds Subaccount:

iii. Total Subaccount Draws:

7. Shortfalls in Interest and Principal Payments as of Current Payment Date (if applicable):

a) Semiannual Interest Shortfall

i. Tranche A-1 Bond

ii. Tranche A-2 Bond

iii. Tranche A-3 Bond

iv. Total Semiannual Interest Shortfall:

b) Semiannual Principal Shortfall

i. Tranche A-1 Bond

ii. Tranche A-2 Bond

iii. Tranche A-3 Bond

iv. Total Semiannual Principal Shortfall:

8. Shortfalls in Required Subaccount Levels as of Current Distribution Date:

i. Capital Subaccount:

ii. Total Subaccount Shortfalls:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Semiannual Servicer Certificate this                     day of                     ,                     .

THE TOLEDO EDISON COMPANY, as Servicer

By:

Name:

Title:

EXHIBIT E

FORM OF SEMIANNUAL RECONCILIATION

Pursuant to Section 4.03(b) of the Phase-In-Recovery Property Servicing Agreement, dated as of                     , 2013 (the “Servicing Agreement”), between The Toledo Edison Company, as servicer (the “Servicer”) and TE Funding LLC, the Servicer does hereby certify as follows:

For the Reconciliation Period:                 to                    

1. Calculation of Remittance Shortfall or Remittance Excess:

a) Deemed Phase-In-Recovery Charge Payments, Collected and Remitted

b) Estimated Phase-In-Recovery Charge Payments, Collected and Remitted

c) Remittance Shortfall (b – a, if positive):

d) Remittance Excess (a – b, if positive):

Executed as of this                 day of                 .

THE TOLEDO EDISON COMPANY,

as Servicer

By:

Name:

Title:

SCHEDULE 4.01(A)

EXPECTED AMORTIZATION SCHEDULE

OUTSTANDING PRINCIPAL BALANCE

SCHEDULE 4.01(A)

Expected Amortization Schedule

Semiannual Payment Date	Tranche A-1 Balance		Tranche A-2 Balance		Tranche A-3 Balance
Tranche Size Date	$	3,778,000	$	3,883,000	$	35,711,000
Closing Date	$	3,778,000	$	3,883,000	$	35,711,000
1/2014		3,386,649		3,883,000		35,711,000
7/2014		2,796,264		3,883,000		35,711,000
1/2015		2,171,530		3,883,000		35,711,000
7/2015		1,563,247		3,883,000		35,711,000
1/2016		930,421		3,883,000		35,711,000
7/2016		319,791		3,883,000		35,711,000
1/2017		—		3,562,373		35,711,000
7/2017		—		2,938,691		35,711,000
1/2018		—		2,286,104		35,711,000
7/2018		—		1,649,500		35,711,000
1/2019		—		980,581		35,711,000
7/2019		—		332,747		35,711,000
1/2020		—		—		35,379,059
7/2020		—		—		34,738,407
1/2021		—		—		34,062,184
7/2021		—		—		33,385,713
1/2022		—		—		32,251,231
7/2022		—		—		31,134,321
1/2023		—		—		29,966,042
7/2023		—		—		28,814,852
1/2024		—		—		27,622,376
7/2024		—		—		26,433,544
1/2025		—		—		25,199,990
7/2025		—		—		23,969,371
1/2026		—		—		22,693,310
7/2026		—		—		21,419,451
1/2027		—		—		20,099,404
7/2027		—		—		18,780,800
1/2028		—		—		17,415,237
7/2028		—		—		16,050,331
1/2029		—		—		14,637,667
7/2029		—		—		13,224,848
1/2030		—		—		11,763,444
7/2030		—		—		10,301,045
1/2031		—		—		8,789,205
7/2031		—		—		7,275,501
1/2032		—		—		5,711,471
7/2032		—		—		4,144,675
1/2033		—		—		2,526,638
7/2033		—		—		904,904
1/2034		—		—		—
7/2034		—		—		—
1/2035		—		—		—
7/2035		—		—		—

ANNEX I

SERVICING PROCEDURES

The Servicer agrees to comply with the following servicing procedures:

SECTION 1. DEFINITIONS

(a) Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Agreement.

(b) Whenever used in this Annex I, the following words and phrases shall have the following meanings:

“Billed Phase-In-Recovery Charges” means the dollar amounts billed to Customers in respect of the Phase-In-Recovery Charge, whether billed to Customers by the Servicer or to Customers by a TPB pursuant to a TPB Agreement.

“Deemed Charge-Off Percent” means the Servicer’s actual system wide charge-off percentage, as adjusted for estimates of partially paid bills (which are deemed to have paid the Phase-In-Recovery Charge in full).

“Estimated Charge-Off Percent” means the Servicer’s good faith estimate of the Deemed Charge-Off Percent.

“Servicer Policies and Practices” means, with respect to the Servicer’s duties under this Annex I, 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 or others, as in effect from time to time and in accordance with the Financing Order and PUCO Regulations. The Servicer shall provide ten days’ prior written notice to the Rating Agencies of any amendment to the Servicer Policies and Practices that would adversely affect in any material respect the Bondholders and, thus, the Certificateholders.

SECTION 2. DATA ACQUISITION

(a) Installation and Maintenance of Meters. Except to the extent that a TPB is responsible for such services pursuant to a TPB Agreement, the Servicer shall cause to be installed, replaced and maintained meters in accordance with the Servicer Policies and Practices.

(b) Meter Reading. In accordance with the Servicer Policies and Practices, the Servicer shall obtain usage measurements for each Customer; provided, however, that the Servicer may determine any Customer’s usage on the basis of estimates in accordance with applicable PUCO Regulations; and, provided, further, that the Servicer may obtain usage measurements from the Applicable TPB for Customers receiving meter reading services from such TPB if the applicable TPB Agreement so provides.

(c) Cost of Metering. The Bond Issuer shall not be obligated to pay any costs associated with the metering duties set forth in this Section 2, including the costs of installing, replacing and maintaining meters, nor shall the Bond Issuer be entitled to any credit against the Servicing Fee for any cost savings realized by the Servicer or any TPB as a result of new metering and/or billing technologies.

SECTION 3. USAGE AND BILL CALCULATION

The Servicer shall obtain a calculation of each Customer’s usage (which may be based on data obtained from such Customer’s meter read or on usage estimates determined in accordance with applicable PUCO Regulations) in accordance with the Servicer Policies and Practices and shall determine therefrom Billed Phase-In-Recovery Charges; provided, however, that in the case of Customers served by a TPB pursuant to a TPB Agreement, the Servicer may obtain usage measurements from the Applicable TPB for Customers receiving meter reading services from such TPB if the Applicable TPB Agreement so provides and shall determine therefrom Billed Phase-In-Recovery Charges.

SECTION 4. BILLING

(a) Billing. The Servicer shall implement the Phase-In-Recovery Charge as of the Closing Date and shall thereafter bill each Customer or the Applicable TPB for each Customer’s Billed Phase-In-Recovery Charges in accordance with the provisions of this Section 4.

(b) Frequency of Bills; Billing Practices. In accordance with the Servicer Policies and Practices, the Servicer shall generate and issue a Bill to each Customer, or, in the case of a Customer who is being billed by a TPB, to the Applicable TPB, with respect to such Customer’s Billed Phase-In-Recovery Charges. In the event that the Servicer makes any material modification to the Servicer Policies and Practices, it shall notify the Bond Issuer, the Bond Trustee, the Certificate Trustee and the Rating Agencies as soon as practicable, and in no event later than 60 Servicer Business Days after such modification goes into effect; provided, however, that the Servicer may not make any modification that will materially adversely affect the Bondholders and, thus, the Certificateholders.

(c) Format.

(i) Each Bill to a Customer shall contain or be deemed to contain a charge that shall include the Phase-In-Recovery Charge owed by such Customer for the applicable billing period.

(ii) Each Bill in which the Phase-In-Recovery Charge is listed as a line item shall contain a statement (as a footnote) to the effect that all of the Phase-In-Recovery Charge is owned by the Bond Issuer.

(iii) The Servicer shall conform to such requirements in respect of the format, structure and text of Bills delivered to Customers and TPBs as the Financing Order and applicable PUCO Regulations shall from time to time prescribe. To the extent that Bill format, structure and text are not prescribed by applicable law or by applicable PUCO Regulations, the Servicer shall, subject to clauses (i) and (ii) of this subsection (c), determine the format, structure and text of all Bills in accordance with its reasonable business judgment, the Servicer Policies and Practices and historical practice.

(d) Delivery. Except as provided in the next sentence, the Servicer shall deliver all Bills to Customers (i) by United States mail in such class or classes as are consistent with the Servicer Policies and Practices or (ii) by any other means, whether electronic or otherwise, that the Servicer may from time to time use in accordance with the Servicer Policies and Practices. In the case of Customers that are billed by a TPB, the Servicer shall deliver all Bills to the Applicable TPBs by such means as are mutually agreed upon by the Servicer and the Applicable TPB in the TPB Agreement and which are consistent with the relevant order of the PUCO and with PUCO Regulations. The Servicer or a TPB, as applicable, shall pay from its own funds all costs of issuance and delivery of all Bills that it renders, including printing and postage costs as the same may increase or decrease from time to time.

SECTION 5. CUSTOMER SERVICE FUNCTIONS

The Servicer or a TPB to extent provided in the applicable TPB Agreement shall handle all Customer inquiries and other Customer service matters according to the Servicer Policies and Practices.

SECTION 6. COLLECTIONS; PAYMENT PROCESSING; REMITTANCE

(a) Collection Efforts, Policies, Procedures.

(i) The Servicer shall use reasonable efforts to collect Billed Phase-In-Recovery Charges from Customers and TPBs as and when the same become due in accordance with such collection procedures as it follows with respect to comparable assets that it services for itself or others, including the following:

(A) The Servicer shall prepare and deliver overdue notices to Customers and TPBs in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(B) The Servicer shall deliver past-due and shut-off notices in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(C) The Servicer shall adhere to and carry out disconnection policies and termination of billing by a TPB pursuant to a TPB Agreement in accordance with Ohio Rev. Code Ann. §§ 4933.121-122, Ohio Admin. Code § 4901: 1-10-15-18 and Ohio Admin. Code § 4901-01-18, or successor provisions, and the Servicer Policies and Practices.

(D) The Servicer may employ the assistance of collection agents in accordance with applicable PUCO Regulations and the Servicer Policies and Practices.

(E) The Servicer shall apply Customer and TPB deposits to the payment of delinquent accounts in accordance with applicable PUCO Regulations and the Servicer Polices and Practices.

(ii) The Servicer shall not waive any late payment charge or any other fee or charge relating to delinquent payments, if any, or waive, vary or modify any terms of payment of any amounts payable by a Customer, in each case unless such waiver or action: (A) would be in accordance with the Servicer Policies and Practices and (B) would comply in all material respects with applicable law.

(iii) The Servicer shall accept payment from Customers in respect of Billed Phase-In-Recovery Charges in such forms and methods and at such times and places in accordance with the Servicer Policies and Practices. The Servicer shall accept payment from TPBs in respect of Billed Phase-In-Recovery Charges in such forms and methods and at such times and places as the Servicer and each TPB shall mutually agree in accordance with the Applicable TPB Agreement and applicable PUCO Regulations.

(b) Payment Processing, Allocation, Priority of Payments. The Servicer shall post all payments received to Customer or TPB accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than two Servicer Business Days after receipt.

(c) Investment of Estimated Phase-In-Recovery Charge Payments Received. Prior to remittance on the applicable Remittance Date, the Servicer may invest Estimated Phase-In-Recovery Charge Payments at its own risk and for its own benefit, and such investments and funds shall not be required to be segregated from the other investments and funds of the Servicer.

(d) Calculation of Estimated Phase-In-Recovery Charge Payments and Deemed Phase-In-Recovery Charge Payments; Remittances. In accordance with Section 4.03(a) of the Servicing Agreement, the Servicer shall remit to the Bond Trustee for deposit in the Collection Account an amount equal to the product of the Billed Phase-In-Recovery Charges for a particular billing date multiplied by one hundred percent less the Estimated Charge-Off Percent. Such product shall constitute the amount of Estimated Phase-In-Recovery Charge Payments. Pursuant to Section 4.03(b) of the Agreement, on or before each January 1 and July 1 (and as frequently as monthly during the period commencing with the start of the last year that the last maturing tranche of Bonds is expected to be outstanding and ending with the Final Maturity Date), the Servicer shall calculate the amount of Deemed Phase-In-Recovery Charge Payments by multiplying the Billed Phase-In-Recovery Charges by one hundred percent less the Deemed Charge-Off Percent. Notwithstanding the preceding, the Servicer shall be permitted to remit actual collected amounts to the extent such amounts are reasonably determinable so as to facilitate such remittance within the time frame contemplated by Section 4.03(a) of the Servicing Agreement (in which case all applicable defined terms and provisions of the Servicing Agreement shall be deemed modified (or of no effect) to read in a manner so as to permit the remittance of actual collected amounts).

(e) Remittances.

(i) The Bond Issuer shall cause to be established the Collection Account in the name of the Bond Trustee in accordance with Section 8.02 of the Bond Indenture.

(ii) The Servicer shall make or cause to be made Remittances to the Collection Account in accordance with Section 4.03 of the Servicing Agreement.

(iii) Any change of account or change of institution affecting the Collection Account shall not take effect until the Bond Issuer has provided at least fifteen (15) Servicer Business Days written notice thereof to the Servicer.

SECTION 7. TPBs

In the event a TPB performs services pursuant to a TPB Agreement, the Servicer shall comply with the procedures set forth in Schedule A to this Annex I.

SCHEDULE A

TO ANNEX I

Additional Servicing Procedures Applicable to TPBs

1. Establishing TPB Relationship

In addition to any actions required by the Financing Order, the PUCO or by applicable law, for each TPB that is responsible for collecting Billed Phase-In-Recovery Charges, the Servicer shall take the following steps:

(a) Maintain adequate records of the payment arrangement applicable to such TPB;

(b) Maintain copies of all Customer requests to convert to billing by a TPB;

(c) Verify with the PUCO that each TPB is licensed to supply electricity in Ohio;

(d) Obtain information from the TPB including, but not limited to: name, contact, address, telephone facsimile transmission number and internet address;

(e) Maintain and update records of Customers to permit prompt reversion to dual-billing;

(f) Maintain estimates of one month’s maximum Estimated Phase-In-Recovery Charge Payments for each TPB required to post a bond, letter of credit or cash deposit pursuant to the applicable TPB Agreement; and

(g) Comply with credit conditions set out in the Financing Order and applicable TPB Agreement.

2. Monitoring TPB Obligations

(a) The Servicer shall require each TPB to pay all undisputed and all disputed Billed Phase-In-Recovery Charges or make a financial arrangement for such payment according to the applicable TPB Agreement; and

(b) For all TPBs subject to any remittance option where such TPB is liable for all amounts billed in respect of Customers served thereby regardless of the amounts received therefrom, the Servicer shall monitor payment compliance and take all actions permitted by the PUCO and the Financing Order in the event of a default in payment.

3. Enforcing TPB Obligations

The Servicer shall promptly take all actions specified by the Financing Order with respect to amounts not remitted to the Servicer in accordance with the payment terms specified by the Financing Order, in addition to any other remedies available at law.