MP Environmental Funding LLC S-1/A

AMENDMENT NO. 1 TO FORM S-1

FORM OF UNDERWRITING AGREEMENT

FORM OF SERIES SUPPLEMENT RELATING TO THE ISSUANCE OF THE BONDS

OPINION OF MORGAN LEWIS & BOCKIUS LLP

OPINION OF RICHARDS, LAYTON & FINGER, P.A.

OPINION OF JACKSON & KELLY PLLC

FORM OF SALE AGREEMENT

FORM OF SERVICING AGREEMENT

FORM T-1

AMENDMENT TO FINANCING ORDER DATED SEPTEMBER 30,2009

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