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DOCUMENT TITLE:  MASTER ASSET SWAP AGREEMENT .
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Clause Heading
2.1 - Transfer of AE Supply Phase One Assets.
(f) - All Fort Martin Transferable Permits;
2.2 - Excluded AE Supply Phase One Assets.
2.3 - Assumed AE Supply Phase One Liabilities.
2.4 - Excluded AE Supply Phase One Liabilities.
2.5 - Fuel Supplies.
3.1 - Transfer of Mon Power Phase One Assets.
(f) - All Phase One Transferable Permits;
3.2 - Excluded Mon Power Phase One Assets.
3.3 - Assumed Mon Power Phase One Liabilities.
3.4 - Excluded Mon Power Phase One Liabilities.
3.5 - Fuel Supplies.
4.1 - Transfer of AE Supply Phase Two Assets.
(f) - All Phase Two Transferable Permits;
4.2 - Excluded AE Supply Phase Two Assets.
4.3 - Assumed AE Supply Phase Two Liabilities.
4.4 - Excluded AE Supply Phase Two Liabilities.
4.5 - Fuel Supplies.
5.1 - Phase One Closing.
5.2 - Calculation of Closing Payments.
5.3 - Payment of Closing Payments.
5.4 - Prorations.
5.5 - Audit Cooperation.
5.6 - Deliveries by AE Supply.
(i) - Duly executed Bills of Sale with respect to the Fort Martin Percentage Interest and the AE Supply Phase One Assets;
(vii) - The Service Agreement Assignment and Assumption, duly executed by AE Supply;
(x) - The Amended and Restated Facilities Lease Agreement, duly executed by AE Supply;
(i) - The Mon Power Phase One Assignment and Assumption Agreement duly executed by AE Supply;
(c) - With respect to this Agreement:
5.7 - Deliveries by Mon Power.
(ii) - Duly executed Bills of Sale with respect to the Phase One Percentage Interests and the Mon Power Phase One Assets;
(vi) - The New Facilities Lease Agreement, duly executed by Mon Power and The Potomac Edison Company;
5.8 - Phase One Revenue Bond Matters.
6.1 - Phase Two Closing.
6.2 - Calculation of Closing Payments.
6.3 - Payment of Closing Payments.
6.4 - Prorations.
6.5 - Audit Cooperation.
6.6 - Deliveries by AE Supply.
(ii) - Duly executed Bills of Sale with respect to the Phase Two Percentage Interests and the AE Supply Phase Two Assets;
(b) - With respect to this Agreement:
6.7 - Deliveries by Mon Power.
(i) - The AE Supply Phase Two Assignment and Assumption Agreement, duly executed by Mon Power;
6.8 - Phase Two Revenue Bond Matters.
ARTICLE VII - REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF AE SUPPLY
7.1 - Organization; Qualification.
7.2 - Authority.
7.3 - Consents and Approvals; No Violation.
7.4 - Insurance.
7.5 - Real Property Leases.
7.6 - Environmental Matters.
7.7 - Real Property.
7.8 - Condemnation.
7.9 - Contracts.
7.10 - Legal Proceedings.
7.11 - Permits.
7.12 - Taxes.
7.13 - Compliance With Laws.
7.14 - DISCLAIMERS REGARDING ASSETS.
ARTICLE VIII - REPRESENTATIONS, WARRANTIES AND DISCLAIMERS OF MON POWER
8.1 - Incorporation; Qualification.
8.2 - Authority.
8.3 - Consents and Approvals; No Violation.
8.4 - Insurance.
8.5 - Real Property Leases.
8.6 - Environmental Matters.
8.7 - Real Property.
8.8 - Condemnation.
8.9 - Contracts.
8.10 - Legal Proceedings.
8.11 - Permits.
8.12 - Taxes.
8.13 - Compliance With Laws.
8.14 - DISCLAIMERS REGARDING ASSETS.
9.1 - Conduct of Business Relating to the Exchange Assets.
9.2 - Access to Information.
9.3 - Confidentiality.
9.4 - Expenses.
9.5 - Further Assurances.
9.6 - Consents and Approvals.
9.7 - Tax Matters.
9.8 - Advice of Changes.
9.9 - Risk of Loss.
9.10 - Amended and Restated Facilities Lease Agreement.
10.1 - Conditions to Obligations of the Parties to Close Phase One.
10.2 - Conditions to Obligations of AE Supply to Close Phase One.
10.3 - Conditions to Obligations of Mon Power to Close Phase One.
10.4 - Conditions to Obligations of the Parties to Close Phase Two.
10.5 - Conditions to Obligations of AE Supply to Close Phase Two.
10.6 - Conditions to Obligations of Mon Power to Close Phase Two.
11.1 - Termination.
11.2 - Procedure and Effect of No-Default Termination.
11.3 - Specific Performance.
11.4 - Other Remedies.
12.1 - Amendment and Modification.
12.2 - Waiver of Compliance; Consents.
12.3 - No Survival.
12.4 - Notices.
(a) - If to AE Supply, to:
12.5 - Assignment.
12.6 - Governing Law.
12.7 - Counterparts.
12.8 - Interpretation.
12.9 - Schedules and Exhibits.
12.10 - Entire Agreement.
12.12 - Bulk Sales Laws.
12.13 - Tax Matters.