INDENTURE

** "N.A." shall mean "not applicable".

This cross reference table shall not, for any purpose,
be deemed to be part of this Indenture.

This INDENTURE dated as of June 29, 2007, by and between Entergy Gulf States Reconstruction Funding I, LLC, a Delaware limited liability company (the "Issuer"), and THE BANK OF NEW YORK, a New York banking corporation, in its capacity as indenture trustee (the "Indenture Trustee") for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the "Securities Intermediary").

In consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other and each of the Holders:

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of Transition Bonds issuable in Series hereunder, each Series to be of substantially the tenor set forth herein and in the respective Series Supplement relating to each such Series of Transition Bonds.

The Transition Bonds shall be non-recourse obligations and shall be secured by and payable solely out of the proceeds of the Transition Property and the other Transition Bond Collateral. If and to the extent that such proceeds of Transition Property and the other Transition Bond Collateral are insufficient to pay all amounts owing with respect to the Transition Bonds, then, except as otherwise expressly provided hereunder, the Holders shall have no Claim in respect of such insufficiency against the Issuer or the Indenture Trustee, and the Holders, by their acceptance of the Transition Bonds, waive any such Claim.

All things necessary to (a) make the Transition Bonds, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, valid obligations, and (b) make this Indenture a valid agreement of the Issuer, in each case, in accordance with their respective terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That the Issuer, in consideration of the premises herein contained and of the purchase of the Transition Bonds by the Holders and of other good and lawful consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure, equally and ratably without prejudice, priority or distinction, except as specifically otherwise set forth in this Indenture, the payment of the Transition Bonds, the payment of all other amounts due under or in connection with this Indenture (including, without limitation, all fees, expenses, counsel fees, indemnity amounts and other amounts due and owing to the Indenture Trustee) and the performance and observance of all of the covenants and conditions contained herein or in such Transition Bonds, has hereby executed and delivered this Indenture and by these presents does hereby and under one or more Series Supplements will convey, grant and assign, transfer and pledge, in each case, in and unto the Indenture Trustee, its successors and assigns forever, for the benefit of the Secured Parties of the related Series, all and singular the property described in one or more Series Supplements (such property with respect to a particular Series hereinafter referred to as the "Series Transition Bond Collateral" and all such property, collectively, hereinafter referred to as the "Transition Bond Collateral"). Each Series Supplement will more particularly describe the obligations of the Issuer secured by the applicable Series Transition Bond Collateral.

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

1. 
   
   Definitions and Incorporation by Reference

1. Definitions. Except as otherwise specified herein or as the context may otherwise require, the capitalized terms used herein shall have the respective meanings set forth in Appendix A attached hereto and made a part hereof for all purposes of this Indenture.
2. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, that provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Transition Bonds.

"indenture security holder" means a Holder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Indenture Trustee.

"obligor" on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

3. Rules of Construction. Unless the context otherwise requires:
1. a term has the meaning assigned to it;
2. an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles on the United States of America as in effect from time to time;
3. "or" is not exclusive;
4. "including" means including without limitation;
5. words in the singular include the plural and words in the plural include the singular; and
6. the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

2. 
   
   The Transition Bonds

1. Form. The Transition Bonds and the Indenture Trustee's certificate of authentication shall be in substantially the forms set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or by the related Series Supplement 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 Transition Bonds, as evidenced by their execution of such Transition Bonds. Any portion of the text of any Transition Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Transition Bond.

The Transition 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 Transition Bonds, as evidenced by their execution of such Transition Bonds.

Each Transition Bond shall be dated the date of its authentication. The terms of the Transition Bonds set forth in Exhibit A are part of the terms of this Indenture.

2. Denominations; Transition Bonds Issuable in Series. The Transition Bonds shall be issuable in the Minimum Denomination specified in the applicable Series Supplement and, except as otherwise provided in such Series Supplement in integral multiples thereof.

The Transition Bonds may, at the election of and as authorized by a Responsible Officer of the Issuer, be issued in one or more Series (each comprised of one or more Tranches), and shall be designated generally as the "Transition Bonds" of the Issuer, with such further particular designations added or incorporated in such title for the Transition Bonds of any particular Series or Tranche as a Responsible Officer of the Issuer may determine. Each Transition Bond shall bear upon its face the designation so selected for the Series or Tranche to which it belongs. All Transition Bonds of the same Series shall be identical in all respects except for the denominations thereof, unless such Series is comprised of one or more Tranches, in which case all Transition Bonds of the same Tranche shall be identical in all respects except for the denominations thereof. All Transition Bonds of a particular Series or, if such Series is comprised of one or more Tranches, all Transition Bonds of a particular Tranche thereof, in each case issued under this Indenture, shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority, or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture.

No Series of Transition Bonds shall be subordinated in right of payment to any other Series of Transition Bonds.

Each Series of Transition Bonds shall be created by a Series Supplement authorized by a Responsible Officer of the Issuer and establishing the terms and provisions of such Series. The several Series and Tranches thereof may differ as between Series and Tranches, in respect of any of the following matters:

1. designation of the Series and, if applicable, the Tranches thereof;
2. the principal amount;
3. the Transition Bond Interest Rate;
4. the Payment Dates;
5. the Scheduled Payment Date;
6. the Scheduled Final Payment Date;
7. the Final Maturity Date;
8. the Series Issuance Date;
9. the place or places for the payment of interest, principal and premium, if any;
10. the Transition Bond Collateral;
11. the Minimum Denominations;
12. the Expected Amortization Schedule;
13. provisions with respect to the definitions set forth in Appendix A hereto;
14. whether or not the Transition Bonds of such Series are to be Book-Entry Transition Bonds and the extent to which Section 2.11 should apply;
15. to the extent applicable, the extent to which payments on the Transition Bonds of any Tranche of the related Series are subordinate to or pari passu in right of payment of principal and interest to other Tranches of such Series;
16. provisions with respect to application of the proceeds of the Series of Transition Bonds including the payment of costs of issuing the Series of Transition Bonds; and
17. any other provisions expressing or referring to the terms and conditions upon which the Transition Bonds of the applicable Series or Tranche are to be issued under this Indenture that are not in conflict with the provisions of this Indenture and as to which the Rating Agency Condition is satisfied.
3. Execution, Authentication and Delivery. The Transition Bonds shall be executed on behalf of the Issuer by any of its Responsible Officers. The signature of any such Responsible Officer on the Transition Bonds may be manual or facsimile.

Transition Bonds bearing the manual or facsimile signature of individuals who were at any time Responsible Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Transition Bonds or did not hold such offices at the date of such Transition Bonds.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Transition Bonds executed by the Issuer to the Indenture Trustee pursuant to an Issuer Order for authentication; and the Indenture Trustee shall authenticate and deliver such Transition Bonds as in this Indenture provided and not otherwise.

No Transition Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Transition Bond a certificate of authentication substantially in the form provided for therein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Transition Bond shall be conclusive evidence, and the only evidence, that such Transition Bond has been duly authenticated and delivered hereunder.

4. Temporary Transition Bonds. Pending the preparation of Definitive Transition Bonds pursuant to Section 2.13, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, Temporary Transition Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Transition Bonds in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Transition Bonds may determine, as evidenced by their execution of such Transition Bonds.

If Temporary Transition Bonds are issued, the Issuer will cause Definitive Transition Bonds to be prepared without unreasonable delay. After the preparation of Definitive Transition Bonds, the Temporary Transition Bonds shall be exchangeable for Definitive Transition Bonds upon surrender of the Temporary Transition Bonds at the office or agency of the 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 Transition Bonds, the Transition Bond Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Transition Bonds of authorized denominations. Until so delivered in exchange, the Temporary Transition Bonds shall in all respects be entitled to the same benefits under this Indenture as Definitive Transition Bonds.

5. Registration; Registration of Transfer and Exchange of Transition Bonds. The Issuer shall cause to be kept a register (the "Transition Bond Register") in which the Issuer shall provide for the registration of Transition Bonds and the registration of transfers of Transition Bonds. The Indenture Trustee shall be "Transition Bond Registrar" for the purpose of registering Transition Bonds and transfers of Transition Bonds as herein provided. Upon any resignation of any Transition Bond Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transition Bond Registrar.

If a Person other than the Indenture Trustee is appointed by the Issuer as Transition Bond Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transition Bond Registrar and of the location, and any change in the location, of the Transition Bond Register, and the Indenture Trustee shall have the right to inspect the Transition Bond Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely conclusively upon a certificate executed on behalf of the Transition Bond Registrar by a Responsible Officer thereof as to the names and addresses of the Holders and the principal amounts and number of such Transition Bonds (separately stated by Series and Tranche).

Upon surrender for registration of transfer of any Transition Bond at the office or agency of the Issuer to be maintained as provided in Section 3.02, provided that the requirements of Section 8-401 of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Holder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Transition Bonds in any Minimum Denominations, of the same Series (and, if applicable, Tranche) and aggregate principal amount.

At the option of the Holder, Transition Bonds may be exchanged for other Transition Bonds in any Minimum Denominations, of the same Series (and, if applicable, Tranche) and aggregate principal amount, upon surrender of the Transition Bonds to be exchanged at such office or agency as provided in Section 3.02. Whenever any Transition Bonds are so surrendered for exchange, the Issuer shall, provided that the requirements of Section 8-401 of the UCC are met, execute and, upon any such execution, the Indenture Trustee shall authenticate and the Holder shall obtain from the Indenture Trustee, the Transition Bonds which the Holder making the exchange is entitled to receive.

All Transition Bonds issued upon any registration of transfer or exchange of other Transition Bonds shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Transition Bonds surrendered upon such registration of transfer or exchange.

Every Transition 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 Indenture 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) such other guarantee program acceptable to the Indenture Trustee, and (b) such other documents as the Indenture Trustee may require.

No service charge shall be made to a Holder for any registration, transfer or exchange of Transition Bonds, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge or any fees or expenses of the Indenture Trustee that may be imposed in connection with any registration of transfer or exchange of Transition Bonds, other than exchanges pursuant to Sections 2.04 or 2.06 not involving any transfer.

The preceding provisions of this Section 2.05 notwithstanding, the Issuer shall not be required to make, and the Transition Bond Registrar need not register transfers or exchanges (i) of any Transition Bond that has been submitted within fifteen (15) days preceding the due date for any payment with respect to such Transition Bond until after such due date has occurred or (ii) of Unregistered Transition Bonds unless Section 2.16 has been complied with in connection with such transfer or exchange.

6. Mutilated, Destroyed, Lost or Stolen Transition Bonds. If (i) any mutilated Transition Bond is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Transition Bond and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Transition Bond Registrar or the Indenture Trustee that such Transition Bond has been acquired by a Protected Purchaser, the Issuer shall, provided that the requirements of Section 8-401 of the UCC are met, execute and, upon the Issuer's written request, the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Transition Bond, a replacement Transition Bond of like Series (and, if applicable, Tranche), tenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen Transition Bond, but not a mutilated Transition Bond, shall have become or within seven (7) days shall be due and payable, instead of issuing a replacement Transition Bond, the Issuer may pay such destroyed, lost or stolen Transition Bond when so due or payable without surrender thereof. If, after the delivery of such replacement Transition Bond or payment of a destroyed, lost or stolen Transition Bond pursuant to the proviso to the preceding sentence, a Protected Purchaser of the original Transition Bond in lieu of which such replacement Transition Bond was issued presents for payment such original Transition Bond, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Transition Bond (or such payment) from the Person to whom it was delivered or any Person taking such replacement Transition Bond from such Person to whom such replacement Transition 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 Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Transition Bond under this Section 2.06, the Issuer and/or the Indenture Trustee may require the payment by the Holder of such Transition 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 Indenture Trustee and the Transition Bond Registrar) connected therewith.

Every replacement Transition Bond issued pursuant to this Section 2.06 in replacement of any mutilated, destroyed, lost or stolen Transition Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Transition Bond shall be found at any time or enforced by any Person, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Transition Bonds duly issued hereunder.

The provisions of this Section 2.06 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 Transition Bonds.

7. Persons Deemed Owner. Prior to due presentment for registration of transfer of any Transition Bond, the Issuer, the Indenture Trustee, the Transition Bond Registrar and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Transition Bond is registered (as of the day of determination) as the owner of such Transition Bond for the purpose of receiving payments of principal of and premium, if any, and interest on such Transition Bond and for all other purposes whatsoever, whether or not such Transition Bond be overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.
8. Payment of Principal, Premium, if any, and Interest; Interest on Overdue Principal; Principal, Premium, if any, and Interest Rights Preserved.
1. The Transition Bonds shall accrue interest as provided in the related Series Supplement at the applicable Transition Bond Interest Rate, and such interest shall be payable on each applicable Payment Date. Any installment of interest, principal or premium, if any, payable on any Transition Bond which is punctually paid or duly provided for on the applicable Payment Date shall be paid to the Person in whose name such Transition Bond (or one or more Predecessor Transition 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 Transition Bond Register on such Record Date or in such other manner as may be provided in the related Series Supplement except that (i) upon application to the Indenture Trustee by any Holder owning Transition Bonds of any Tranche in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) with respect to Book-Entry Transition Bonds, payments will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global Transition Bond unless and until such Global Transition Bond is exchanged for Definitive Transition Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Transition 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.
2. The principal of each Transition Bond of each Series (and, if applicable, Tranche) shall be paid, to the extent funds are available therefor in the applicable Collection Account, in installments on each Payment Date specified in the related Series Supplement; provided that installments of principal not paid when scheduled to be paid in accordance with the Expected Amortization Schedule shall be paid upon receipt of money available for such purpose, in the order set forth in the Expected Amortization Schedule. Failure to pay principal in accordance with such Expected Amortization Schedule because moneys are not available pursuant to Section 8.02 to make such payments shall not constitute a Default or Event of Default under this Indenture; provided, however that failure to pay the entire unpaid principal amount of the Transition Bonds of a Tranche or Series upon the Final Maturity Date for the related Series shall constitute a Default or Event of Default with respect to such Series under this Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Transition Bonds of a Series shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing with respect to such Series, if the Indenture Trustee or the Holders of the Transition Bonds representing not less than a majority of the Outstanding Amount of the Transition Bonds of such Series have declared the Transition Bonds to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Transition Bonds of any Series shall be made pro rata to the Holders entitled thereto unless otherwise provided in the related Series Supplement with respect to any Tranche of Transition Bonds included in such Series. The Indenture Trustee shall notify the Person in whose name a Transition Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and premium, if any, and interest on such Transition Bond will be paid. Such notice shall be mailed no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Transition Bond and shall specify the place where such Transition Bond may be presented and surrendered for payment of such installment.
3. If interest on the Transition Bonds of any Series is not paid when due, such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Transition Bond Interest Rate to the extent lawful) to the Persons who are Holders on a subsequent Special Record Date, which date shall be at least fifteen (15) Business Days prior to the Special Payment Date. The Issuer shall fix or cause to be fixed any such Special Record Date and Special Payment Date, and, at least ten (10) days before any such Special Record Date, the Issuer shall mail to each affected Holder a notice that states the Special Record Date, the Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.
9. Cancellation. All Transition Bonds surrendered for payment, registration of transfer or exchange shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Transition Bonds previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Transition Bonds so delivered shall be promptly canceled by the Indenture Trustee. No Transition Bonds shall be authenticated in lieu of or in exchange for any Transition Bonds canceled as provided in this Section 2.09, except as expressly permitted by this Indenture. All canceled Transition Bonds may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time.
10. Outstanding Amount; Authentication and Delivery of Transition Bonds. The aggregate Outstanding Amount of Transition Bonds that may be authenticated and delivered under this Indenture shall not exceed the aggregate of the amounts of Transition Bonds that are authorized in each Applicable Financing Order but otherwise shall be unlimited.

Transition Bonds of each Series created and established by a Series Supplement may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee upon Issuer Request and upon delivery by the Issuer to the Indenture Trustee, and receipt by the Indenture Trustee, or the causing to occur by the Issuer, of the following; provided, however, that compliance with such conditions and delivery of such documents shall only be required in connection with the original issuance of a Transition Bond or Transition Bonds of such Series:

1. Issuer Action. An Issuer Order authorizing and directing the authentication and delivery of the Transition Bonds by the Indenture Trustee and specifying the principal amount of Transition Bonds to be authenticated.
2. Authorizations. Copies of (x) a Financing Order related to such Series which shall be in full force and effect and be Final, (y) certified resolutions of the Managers or Member of the Issuer authorizing the execution and delivery of each Series Supplement and the execution, authentication and delivery of such Transition Bonds and (z) a duly executed Series Supplement for the applicable Series of Transition Bonds to be issued.
3. Opinions.
1. An Opinion of Counsel of Independent counsel of the Issuer that the Applicable Financing Order is in full force and effect, that the Applicable Financing Order is Final and that no other authorization, approval or consent of any Federal governmental body or bodies at the time having jurisdiction in the premises is required for the valid issuance, authentication and delivery of such Transition 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 and copies of which have been delivered with such Opinion of Counsel.
2. An Opinion of Counsel of Independent counsel of the Issuer that no authorization, approval or consent of any Delaware, New York or Texas governmental body or bodies at the time having jurisdiction in the premises is required for the valid execution and delivery by the Issuer of each of the Basic Documents to which the Issuer is a party and that is executed and delivered in connection with such Transition Bond issuance, except for such authorizations, approvals or consents of governmental bodies that have been obtained and copies of which have been delivered with such Opinion of Counsel.
4. Authorizing Certificate. An Officer's Certificate, dated the Series Issuance Date, of the Issuer certifying that (a) the Issuer has duly authorized the execution and delivery of this Indenture and the related Series Supplement and the execution and delivery of the Transition Bonds of such Series and (b) that the Series Supplement for such Series of Transition Bonds is in the form attached thereto, which Series Supplement shall comply with the requirements of Section 2.02.
5. The Transition Bond Collateral. The Issuer shall have made or caused to be made all filings with the PUCT and the Texas Secretary of State pursuant to the Financing Order and the Securitization Law and all other filings necessary to perfect the Grant of the Transition Bond Collateral to the Indenture Trustee and the Lien of this Indenture.
6. Certificates of the Issuer and the Seller.
1. An Officer's Certificate, dated as of the Series Issuance Date:
1. to the effect that (A) the Issuer is not in Default under this Indenture and that the issuance of the Transition Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order relating to the Transition Bonds or any indenture, mortgage, deed of trust or other agreement or instrument to which the 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 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 (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Transition Bonds have been complied with;
2. to the effect that the Issuer has not assigned any interest or participation in the Series Transition Bond Collateral except for the Grant contained in the Series Supplement for such Series; the Issuer has the power and right to Grant the Transition Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to such Series Transition Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except Permitted Liens;
3. to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06;
4. to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; and
5. stating that all filings with the PUCT, the Texas Secretary of State and the Delaware Secretary of State pursuant to the Securitization Law, the UCC and the Financing Order relating to the Transition Bonds and all UCC financing statements with respect to the Transition Bond Collateral which are required to be filed by the terms of the Financing Order, the Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required.
2. An officer's certificate from the Seller, dated as of the Series Issuance Date, to the effect that, in the case of the Transition Property identified in the related Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement:
1. the Seller was the original and the sole owner of such Transition Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Transition Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Transition Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Transition Property and the proceeds thereof, free and clear of any Lien (other than Permitted Liens) and such sale and assignment is absolute and irrevocable and has been perfected; and
2. the attached copy of the Financing Order creating such Transition Property is true and complete and is in full force and effect.
7. Opinion of Tax Counsel. The Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion of Independent tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Transition Bonds will be treated as debt of the Issuer's sole owner for United States federal income tax purposes; (b) for United States federal income tax purposes, the issuance of the Transition Bonds will not result in gross income to the Seller; and (c) in the case of a subsequent issuance of Transition Bonds only, such issuance will not adversely affect the characterization of any then outstanding Transition Bonds as obligations of the Issuer's sole owner.
8. Opinion of Counsel. Unless otherwise specified in a Series Supplement, an Opinion or Opinions of Counsel, portions of which may be delivered by one or more Independent counsel for the Issuer, portions of which may be delivered by one or more Independent counsel for the Servicer, and portions of which may be delivered by one or more Independent counsel for the Seller, dated the Series Issuance Date, in each case subject to the customary exceptions, qualifications and assumptions contained therein, to the collective effect that:
1. The Indenture has been duly qualified under the Trust Indenture Act and no qualification of the related Series Supplement is necessary under the Trust Indenture Act.
2. All instruments furnished to the Indenture Trustee pursuant to the Indenture conform to the requirements set forth in the Indenture and constitute all of the documents required to be delivered under the Indenture for the Indenture Trustee to authenticate and deliver the Transition Bonds. All conditions precedent provided for in the Indenture relating to the authentication and delivery of the Transition Bonds have been complied with.
3. The Transition Bonds have been duly authorized, executed and delivered by the Issuer and when duly authenticated by the Indenture Trustee in accordance with the provisions of the Indenture and delivered against payment of the purchase price therefor, as provided in the Underwriting Agreement, the Transition Bonds will constitute legal, valid and binding obligations of the Issuer entitled to the benefits provided by the Indenture and the related Series Supplement and will be enforceable against the Issuer in accordance with their terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
4. Each of the Indenture, each Series Supplement, the Administration Agreement, the Sale Agreement, and the Servicing Agreement has been duly authorized, executed and delivered by the Issuer and is a legal, valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each of the Administration Agreement, the Sale Agreement, and the Servicing Agreement has been duly authorized, executed and delivered by EGSI and constitutes a legal, valid and binding agreement of EGSI, enforceable against EGSI in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws of general applicability relating to or affecting the enforcement of creditors' rights and by the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
5. With respect to the Series Transition Bond Collateral, upon the giving of value by the Holders to the Issuer with respect to such Series Transition Bond Collateral, the Indenture, together with the related Series Supplement, creates in favor of the Indenture Trustee, for the benefit of the Secured Parties, a valid security interest under Article 9 of the NY UCC in such Series Transition Bond Collateral (to the extent such Series Transition Bond Collateral is of a type in which a security interest can be created under Article 9 of the NY UCC) to secure the payment of the Secured Obligations with respect to the related Series Supplement. Assuming that the collateral described in the financing statement is Transition Bond Collateral pursuant to the Indenture, then insofar as Section 9-509 of the NY UCC is applicable, the Indenture Trustee is authorized to file the financing statement.
   1. Under Section 9-305(a)(3) of the NY UCC, the local law of the Securities Intermediary's jurisdiction as specified in Section 8-110(e) of the NY UCC governs perfection, the effect of perfection or nonperfection and priority in the Securities Account and Security Entitlements. Under the Indenture, for purposes of Section 8-110(e) of the NY UCC, the jurisdiction of the Securities Intermediary is the State of New York.
   2. To the extent that any Collection Account is a Securities Account, the provisions of the Indenture are effective to perfect by control the security interest of the Indenture Trustee, for the benefit of the Secured Parties, in each such Collection Account and the Issuer's Security Entitlements with respect to the Financial Assets credited to each such Collection Account and, subject to and to the extent provided in Section 9-315 of the NY UCC and the Federal Book-Entry Regulations, identifiable cash proceeds thereof. Such security interest will have priority over any security interest held by a secured party perfected by a means other than control.
   3. Insofar as Article 9 of the NY UCC is applicable, (A) pursuant to Section 9-301 of the NY UCC, the law of the location of the debtor governs the perfection of a nonpossessory security interest in the Transition Bond Collateral; (B) pursuant to 9-307 of the NY UCC, a registered organization that is organized under the law of a State is deemed to be located in that State for purposes of Section 9-301; (C) the Issuer is a "registered organization" as defined in Section 9-102(a)(70) of the NY UCC organized in the State of Delaware; and (D) therefore, the law of the State of Delaware governs the perfection of a nonpossessory security interest in the Transition Bond Collateral.
6. The Registration Statement covering the Transition Bonds has become effective under the Securities Act; and, to the knowledge of such counsel, no stop order suspending the effectiveness of the 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 SEC.
7. Neither the Issuer nor EGSI is now and, assuming that the Issuer uses the net proceeds of the sale of the Transition Bonds for the purpose of acquiring Transition Property in accordance with the terms of the Sale Agreement following the sale of the Transition Bonds to the Underwriters pursuant to the Underwriting Agreement, neither the Issuer nor EGSI will be required to register as an investment company under the Investment Company Act.
8. No authorization, approval or consent of any federal governmental body or bodies having jurisdiction in the premises is required for the valid issuance, authentication and delivery of the Transition Bonds and for the valid execution and delivery by the Issuer of each of the Basic Documents except for such authorizations, approvals or consents of federal governmental bodies that have been obtained.
9. Each of the Sale Agreement, the proviso (relating to Liens in Transition Property governed by Texas law) to Section 10.13, and the portions of this Indenture referred to by such proviso, constitutes the legal, valid and binding obligation of each of EGSI and the Issuer, to the extent each is a party thereto, enforceable against such parties in accordance with its terms.
10. In accordance with the Securitization Law, (i) the rights and interests of EGSI under the Financing Order related to the Transition Bonds, including the right to impose, collect, and receive the Transition Charges authorized in the Financing Order related to the Transition Bonds, are assignable and shall become Transition Property when they are first transferred to the Issuer in connection with the issuance of Transition Bonds; (ii) upon the transfer by EGSI of the Transition Property to the Issuer, the Issuer shall have all of the rights of EGSI with respect to such Transition Property, including, without limitation, the right to exercise any and all rights and remedies with respect thereto, including the right to impose, collect and receive any amounts payable by any Customer in respect of the Transition Property; (iii) the Financing Order related to the Transition Bonds approves the issuance by the Issuer of the Transition Bonds in an aggregate principal amount which equals or exceeds the initial Outstanding Amount of the Transition Bonds; and (iv) the Transition Bonds are "transition bonds" within the meaning of Sections 39.460(e) and 39.302(6) of the Securitization Law.
11. No governmental approvals are required for the valid issuance, authentication and delivery of the Transition Bonds or the performance by either EGSI or the Issuer of its respective obligations under the Basic Documents, and the proviso (relating to Liens in Transition Property governed by Texas law) to Section 10.13, and the portions of this Indenture referred to by such proviso, to which either EGSI or the Issuer is a party, except for (i) the Financing Order related to the Transition Bonds and the governmental approvals expressly contemplated therein and (ii) the filings contemplated by paragraphs (n), (p) and (bb) below.
12. A Texas state court, or a federal court applying Texas conflict-of-law rules, would give effect to the choice of the laws of New York (to the extent so stated therein) as the governing law in each of the Indenture, each Series Supplement and the Underwriting Agreement.
13. Under the terms of Section 39.309(c) of the Securitization Law, the transfer of the Transition Property by EGSI to the Issuer is perfected under Section 39.309(c) of the Securitization Law against all third parties, including subsequent judicial or other lien creditors.
14. A valid and enforceable lien and security interest in the Series Transition Bond Collateral has been created and has attached in favor of the Indenture Trustee (on behalf of the Secured Parties) by the Financing Order related to the Transition Bonds and the execution and delivery of this Indenture and the related Series Supplement by the Issuer in connection with the issuance and funding of the Transition Bonds. Such Lien has been perfected in accordance with Section 39.309(b) of the Securitization Law and in accordance with the Financing Order. Such Lien has priority in the order of filing and takes precedence over any subsequent judicial or other lien creditor. Based on lien searches conducted in the appropriate office, such Lien is first priority.
15. UCC lien searches identify no secured party who has filed with the Secretary of State of Texas naming EGSI or the Issuer as debtor and describing any of the Transition Bond Collateral.
16. The Transition Property Notices related to the Transition Bonds are in appropriate form for filing pursuant to the Section 39.309 of the Securitization Law and pursuant to Chapter 96 of the Rules of the Secretary of State of Texas with respect to the Transition Property.
17. The Issuer has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware, and is in good standing in the State of Texas.
18. The LLC Agreement constitutes a valid and binding agreement of EGSI and is enforceable against EGSI, in its capacity as member of the Issuer, in accordance with its terms.
19. Under the LLC Act and the LLC Agreement, the Issuer has the limited liability company power and authority to execute and deliver each of the Indenture, the Sale Agreement, the Servicing Agreement, the Underwriting Agreement and the Transition Bonds and to perform its obligations thereunder. Under the LLC Act and the LLC Agreement, the execution and delivery by the Issuer of each of the Indenture, the Sale Agreement, the Servicing Agreement, the Underwriting Agreement and the Transition Bonds, and the performance by the Issuer of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the Issuer.
20. Neither the execution or delivery by the Issuer of each of the Indenture, the Sale Agreement, the Servicing Agreement, the Underwriting Agreement or the Transition Bonds nor the compliance by the Issuer with the terms thereof, nor the consummation by the Issuer of any of the transactions contemplated thereby requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to any Delaware court, or Delaware governmental or Delaware regulatory authority or Delaware agency under the laws of the State of Delaware, except for the filing of the Certificate of Formation with the Secretary of State, which Certificate of Formation has been duly filed.
21. Neither the execution and delivery by the Issuer of the Indenture, the Sale Agreement, the Servicing Agreement, the Underwriting Agreement or the Transition Bonds nor the compliance by the Issuer with the terms thereof, nor the consummation by the Issuer of any of the transactions contemplated thereby conflicts with or constitutes a breach of or default under the Certificate of Formation or the LLC Agreement, or violates any law, governmental rule or regulation of the State of Delaware.
22. After due inquiry, limited to, and solely to the extent disclosed thereupon, court dockets for active cases of the Court of Chancery of the State of Delaware in and for New Castle County, Delaware, of the Superior Court of the State of Delaware in and for New Castle County, Delaware, and of the United States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Issuer.
23. If properly presented to a Delaware court, a Delaware court applying Delaware law would conclude that (i) in order for any Person to file a voluntary bankruptcy petition on behalf of the Issuer, the affirmative vote of EGSI and the affirmative vote of all the Managers, including the one (1) Independent Managers, as provided in Section 1.08(b) of the LLC Agreement, is required and (ii) such provision, contained in Section 1.08(b) of the LLC Agreement that requires the affirmative vote of EGSI and the affirmative vote of all the Managers, including the one (1) Independent Managers, in order for a Person to file a voluntary bankruptcy petition on behalf of the Issuer, constitutes a legal, valid and binding agreement of EGSI, and is enforceable against EGSI, in accordance with its terms.
24. Under the LLC Act and the LLC Agreement, the bankruptcy (as defined in the LLC Act) or dissolution of EGSI will not, by itself, cause the Issuer to be dissolved or its affairs to be wound up.
25. While under the LLC Act, on application to a court of competent jurisdiction, a judgment creditor of EGSI may be able to charge EGSI's share of any profits and losses of the Issuer and EGSI's right to receive distributions of Issuer assets ("EGSI's Interest"), to the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the Member would otherwise have been entitled in respect of such Member's Interest. Under the LLC Act, no creditor of EGSI shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Issuer. Thus, under the LLC Act, a judgment creditor of EGSI may not satisfy its claims against EGSI by asserting a claim against the assets of the Issuer.
26. Under the LLC Act (i) the Issuer is a separate legal entity, and (ii) the existence of the Issuer as a separate legal entity shall continue until the cancellation of its Certificate of Formation.
27. The Delaware Financing Statements are in an appropriate form for filing in the State of Delaware under Section 9-502(a) and 9-516 of the Delaware UCC.
28. Insofar as Article 9 of the Delaware UCC is applicable (without regard to conflict of laws principles), upon the filing of the Delaware Financing Statements, the Indenture Trustee will have a perfected security interest in the Issuer's rights in that portion of the Series Transition Bond Collateral described in the Delaware Financing Statements that may be perfected by the filing of a UCC financing statement and the proceeds thereof (as defined in Section 9-102(a)(64) of the Delaware UCC), and such security interest will be prior to any other security interest granted by the Issuer that is perfected solely by the filing of financing statements under the Delaware UCC. Insofar as Article 9 of the Delaware UCC is applicable (without regard to conflict of laws principles), the Delaware Secretary of State is the appropriate place to file a financing statement to perfect a security interest except for as-extracted collateral or timber to be cut (as described in Section 9-501(a)(1)(A) of the Delaware UCC) or fixture filings where the collateral is goods that are or are to become fixtures (as described in Section 9-501(a)(1)(B) of the Delaware UCC).
29. UCC lien searches have been conducted in the proper filing office and against the proper debtor necessary to identify those Persons who under the Delaware UCC have on file financing statements against the Issuer covering the Series Transition Bond Collateral. The UCC lien searches identify no secured party who has filed a financing statement naming the Issuer as debtor and describing the Series Transition Bond Collateral.
30. Insofar as Article 9 of the Delaware UCC is applicable (without regard to conflict of laws principles), the provisions of the Indenture are sufficient to constitute authorization by the Issuer of the filing of the Delaware Financing Statements for purposes of Section 9-509 of the Delaware UCC.
31. Insofar as Article 9 of the Delaware UCC is applicable (without regard to conflict of laws principles), for purposes of the Delaware UCC, the Issuer is a "registered organization" (as defined in Section 9-102(a)(70) of the Delaware UCC).
9. Accountant's Certificate or Letter. One or more certificates or letters, addressed to the Issuer complying with the requirements of Section 10.01(a), of a firm of Independent registered public accountants of recognized national reputation to the effect that (a) such accountants are Independent with respect to the Issuer within the meaning of this Indenture, and are independent public accountants within the meaning of the standards of The American Institute of Certified Public Accountants, and (b) with respect to the Transition Bond Collateral, they have applied such procedures as instructed by the addressee of such certificate or letter.
10. Rating Agency Condition. The Indenture Trustee shall receive evidence reasonably satisfactory to it that the Rating Agency Condition will be satisfied with respect to the issuance of such new Series.
11. Requirements of Series Supplement. Such other funds, accounts, documents, certificates, agreements, instruments or opinions as may be required by the terms of the Series Supplement creating such Series.
12. Required Capital Level. Evidence satisfactory to the Indenture Trustee that the Required Capital Level for such Series has been credited to the related Capital Subaccount for such Series.
13. Other Requirements. Such other documents, certificates, agreements, instruments or opinions as the Indenture Trustee may reasonably require.
11. Book-Entry Transition Bonds. Unless the applicable Series Supplement provides otherwise, all of the related Series of Transition Bonds shall be issued in Book-Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order with respect to such Series, authenticate and deliver one or more Global Transition Bonds, evidencing the Transition Bonds of such Series which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Transition Bonds to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency's or such nominee's instructions, and (iv) shall bear a legend substantially to the effect set forth in Exhibit A.

Each Clearing Agency designated pursuant to this Section 2.11 must, at the time of its designation and at all times while it serves as Clearing Agency hereunder, be a "clearing agency" registered under the Exchange Act and any other applicable statute or regulation.

No Holder of any Series of Transition Bonds issued in Book-Entry Form shall receive a Definitive Transition Bond representing such Holder's interest in any such Transition Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered Transition Bonds of any Series (the "Definitive Transition Bonds") have been issued to the Holders of such Series pursuant to Section 2.13 or pursuant to any applicable Series Supplement relating thereto:

1. the provisions of this Section 2.11 shall be in full force and effect;
2. the Issuer, the Servicer, the Paying Agent, the Transition Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Transition Bonds of such Series and the giving of instructions or directions hereunder) as the authorized representatives of the Holders of such Series;
3. to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control;
4. the rights of Holders of such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Transition Bonds are issued pursuant to Section 2.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Book-Entry Transition Bonds to such Clearing Agency Participants; and
5. whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of any Series of Transition Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Transition Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.
12. Notices to Clearing Agency. Unless and until Definitive Transition Bonds shall have been issued to Holders of such Series pursuant to Section 2.13, whenever notice, payment, or other communication to the holders of Book-Entry Transition Bonds of any Series is required under this Indenture, the Indenture Trustee, the Servicer and the Paying Agent, as applicable, shall give all such notices and communications specified herein to be given to Holders of such Series to the Clearing Agency.
13. Definitive Transition Bonds. If (a) (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under any Letter of Representations and (ii) the Issuer is unable to locate a qualified successor Clearing Agency, (b) the Issuer, at its option, advises the Indenture Trustee in writing that, with respect to any Series, it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of an Event of Default hereunder, Holders holding Transition Bonds aggregating not less than a majority of the aggregate Outstanding Amount of any Series of Transition Bonds maintained as Book-Entry Transition Bonds advise the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Holders of such Series, the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders of such Series in writing of the occurrence of any such event and of the availability of Definitive Transition Bonds of such Series to the Holders of such Series requesting the same. Upon surrender to the Indenture Trustee of the Global Transition Bonds of such Series by the Clearing Agency accompanied by registration instructions from such Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, Definitive Transition Bonds of such Series in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar, the Paying Agent or the Indenture 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 Transition Bonds of any Series, the Indenture Trustee shall recognize the Holders of the Definitive Transition Bonds as Holders hereunder.

Definitive Transition Bonds will be transferable and exchangeable at the offices of the Transition Bonds Registrar. With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.

14. CUSIP Number. The Issuer in issuing any Transition Bond or Series of Transition Bonds may use a "CUSIP" number and, if so used, the Indenture Trustee shall use the CUSIP number provided to it by the Issuer in any notices to the Holders thereof as a convenience to such Holders; provided, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Transition Bonds and that reliance may be placed only on the other identification numbers printed on the Transition Bonds. The Issuer shall promptly notify the Indenture Trustee in writing of any change in the CUSIP number with respect to any Transition Bond.
15. Letter of Representations. Notwithstanding anything to the contrary in this Indenture or any Series Supplement, the parties hereto shall comply with the terms of each Letter of Representations applicable to such party.
16. Special Terms Applicable to Subsequent Transfers of Certain Transition Bonds.
1. Certain Series of Transition Bonds may not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Transition Bonds shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Series Supplement. Unless otherwise provided in the related Series Supplement, no sale, pledge or other transfer of any Unregistered Transition Bond (or interest therein) may be made by any Person unless either (i) such sale, pledge or other transfer is made (A) to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or (B) to an "institutional accredited investor" (as described in Rule 501(a)(l), (2), (3) or (7) under the Securities Act) which executes and delivers a certificate to such effect in the form attached hereto as Exhibit C or (ii) such sale, pledge or other transfer is otherwise made in a transaction exempt from, or not subject to, the registration requirements of the Securities Act, in which case the Indenture Trustee shall require a written Opinion of Counsel (which shall not be at the expense of the Issuer, the Servicer or the Indenture Trustee) satisfactory to the Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. None of the Seller, the Issuer, the Indenture Trustee or the Servicer shall be obligated to register any Unregistered Transition Bonds under the Securities Act, qualify any Unregistered Transition Bonds under the securities laws of any State or provide registration rights to any purchaser or holder thereof.
2. Unless otherwise provided in the related Series Supplement, the Unregistered Transition Bonds may not be acquired by or for the account of a Restricted Plan and, by accepting and holding an Unregistered Transition Bond, the Holder of an Unregistered Transition Bond in global form shall be deemed to have represented and warranted that it is not a Restricted Plan and, the Holder of an Unregistered Transition Bond in definitive form shall execute and deliver to the Indenture Trustee a certificate to such effect in the form attached hereto as Exhibit D.
3. Unless otherwise provided in the related Series Supplement, Unregistered Transition Bonds shall be issued in the form of Definitive Transition Bonds, shall be in fully registered form and Sections 2.11 and 2.12 shall not apply thereto.
4. Each Unregistered Transition Bond shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.
17. Tax Treatment. The Issuer and the Indenture Trustee, by entering into this Indenture, and the Holders and any Persons holding a beneficial interest in any Transition Bond, by acquiring any Transition 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 Transition Bonds qualify under applicable tax law as indebtedness of the Member secured by the Transition Bond 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 Transition Bonds are outstanding, agree to treat the Transition Bonds as indebtedness of the Member secured by the Transition Bond Collateral unless otherwise required by appropriate taxing authorities.
18. State Pledge. Under the laws of the State of Texas in effect on the Closing Date, the State of Texas has agreed for the benefit of the Holders and the Indenture Trustee, pursuant to Sections 39.310 and 39.460 of the Securitization Law, as follows:

"Transition bonds are not a debt or obligation of the state and are not a charge on its full faith and credit or taxing power. The state pledges, however, for the benefit and protection of financing parties and the electric utility, that it will not take or permit any action that would impair the value of transition property, or, except as permitted by Section 39.307, reduce, alter, or impair the transition charges to be imposed, collected, and remitted to financing parties, until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the related transition bonds have been paid and performed in full. Any party issuing transition bonds is authorized to include this pledge in any documentation relating to those bonds."

The Issuer hereby acknowledges that the purchase of any Transition Bond by a Holder or the purchase of any beneficial interest in a Transition Bond by any Person and the Indenture Trustee's obligations to perform hereunder are made in reliance on such agreement and pledge by the State of Texas.

19. Security Interests. The Issuer hereby makes the following representations and warranties. Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Transition Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Transition Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture. This Indenture constitutes a valid and continuing lien on, and first priority perfected security interest in, the Transition Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the 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