As filed with the Securities and Exchange Commission on January 31, 2022
Registration Nos. 333-259293
and 333-259293-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM SF-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENTERGY TEXAS, INC.
(Exact name of registrant, sponsor and depositor as specified in its charter)
ENTERGY TEXAS RESTORATION FUNDING II, LLC
(Exact name of registrant and issuing entity as specified in its charter)
Texas
(State or other jurisdiction of incorporation or organization)
Delaware
(State or other jurisdiction of incorporation or organization)
001-34360
(Commission File Number)
0001427437
(Central Index Key Number)
0001880480
(Central Index Key Number)
61-1435798
(I.R.S. Employer Identification Number)
87-2161827
(I.R.S. Employer Identification Number)
2107 Research Forest Drive
The Woodlands, Texas 77380
(409) 981-2000
 (Address, including zip code, and telephone number, including area code, of depositor’s principal executive offices)
Capital Center
919 Congress Avenue, Suite 840-C
Austin, Texas 78701
(512) 487-3999
(Address, including zip code, and telephone number, including area code, of issuing entity’s principal executive offices)
Dawn A. Balash
Assistant General Counsel - Corporate and Securities
Entergy Services, LLC
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-6755
Kimberly A. Fontan
Senior Vice President and Chief Accounting Officer
Entergy Corporation
639 Loyola Avenue
New Orleans, Louisiana 70113
(504) 576-5035
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With Copies to:
Eric D. Tashman
Norton Rose Fulbright US LLP
555 California Street
San Francisco, California 94104
(628) 231-6803



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.






The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated January 31, 2022
PRELIMINARY PROSPECTUS
$                  Senior Secured System Restoration Bonds, Series 2022-A
Entergy Texas, Inc.
Sponsor, Depositor and Initial Servicer
Central Index Key Number
: 0001427437

Entergy Texas Restoration Funding II, LLC
issuing entity
Central Index Key Number: 0001880480
Tranche Expected
Weighted
Average
Life
(Years)
Principal
Amount
Offered*
Scheduled
Final
Payment
Date
Final
Maturity
Date
Interest Rate Initial
Price to
Public
Underwriting
Discounts
and
Commissions
Proceeds
to
issuing
entity
(Before
Expenses)
*    Principal amounts are approximate and subject to change
The total initial price to the public is $ . The total amount of the underwriting discounts and commissions is $ . The total amount of proceeds to the issuing entity before deduction of expenses (estimated to be $ ) is $ . The distribution frequency is semi-annually. The first expected payment date is                     

Investing in the Senior Secured System Restoration Bonds involves risks. Please read “Risk Factors” beginning on page 26 to read about factors you should consider before buying the bonds.
Entergy Texas, Inc., or Entergy Texas, as depositor, is offering $ of Senior Secured System Restoration Bonds, referred to herein as the bonds or the System Restoration Bonds, in    tranches to be issued by Entergy Texas Restoration Funding II, LLC, as the issuing entity. Entergy Texas is also the seller, initial servicer and sponsor with regard to the bonds. The bonds are senior secured obligations of the issuing entity supported by transition property, which includes the right to a special, irrevocable nonbypassable charge, known as a system restoration charge, paid by retail end users of electricity and related services provided by Entergy Texas or a retail electric provider via the transmission and distribution system of an electric utility such as Entergy Texas, within Entergy Texas' service territory. The Financing Act (as defined herein) mandates that system restoration charges be adjusted annually, and the Public Utility Commission of Texas further requires such true-ups to occur semi-annually (and permits such true-ups to occur more frequently) if necessary, in each case to ensure the expected recovery of amounts sufficient to timely provide all scheduled payments of principal and interest on the bonds, as described further in this prospectus, and the Public Utility Commission of Texas guarantees it will act under the financing order to ensure such recoveries as described below. Credit enhancement for the bonds will be provided by such statutory true-up mechanisms as well as by accounts held under the indenture (as defined herein).



Each bond will be entitled to interest on                         and                         of each year, beginning in                        . The first scheduled payment date is                        . Interest will accrue from the date of issuance and must be paid by the purchaser if the bonds are delivered after that date. On each payment date, each bond will be entitled to payment of principal, but only to the extent funds are available in the collection account after payment of certain fees and expenses and after payment of interest. There currently is no secondary market for the bonds, and we cannot assure you that one will develop.
The bonds represent obligations only of the issuing entity, Entergy Texas Restoration Funding II, LLC, and do not represent obligations of the sponsor or any of its affiliates other than the issuing entity. Please read “Description of the Transition Property” and “Security for the System Restoration Bonds” in this prospectus. The bonds are secured by the assets of the issuing entity, consisting principally of the transition property and funds on deposit in the collection account for the bonds and related subaccounts. Please read “Security for the System Restoration Bonds” and “Description of the Transition Property” in this prospectus. The bonds are not a debt or general obligation of the State of Texas, the Public Utility Commission of Texas or any other governmental agency or instrumentality and are not a charge on the full faith and credit or the taxing power of the State of Texas or any governmental agency or instrumentality.
The Public Utility Commission of Texas guarantees that it will act under its irrevocable financing order as expressly authorized by the Financing Act to ensure that expected system restoration charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the bonds. The Public Utility Commission of Texas’ obligations relating to the bonds, including the specific actions that it has guaranteed to take, are direct, explicit, irrevocable and unconditional upon issuance of the bonds, and are legally enforceable against the Public Utility Commission of Texas in accordance with Texas law.
All matters relating to the structuring and pricing of the bonds have been considered jointly by Entergy Texas and the Public Utility Commission of Texas or its designated representative.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The underwriters expect to deliver the bonds through the book-entry facilities of The Depository Trust Company against payment in immediately available funds on or about                ,     .
Book-Running Manager(s)
The date of this prospectus is , 2022




Page
ABOUT THIS PROSPECTUS    1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION    2
PROSPECTUS SUMMARY OF TERMS    4
SUMMARY OF RISK FACTORS    24
RISK FACTORS    26
You may experience material payment delays or incur a loss on your investment in the System Restoration Bonds because the source of funds for payment is limited.    26
RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE OR REGULATORY ACTIONS    26
We are not obligated to indemnify you for changes in law.    26
Future judicial action could reduce the value of your investment in the System Restoration Bonds.    27
Future state legislative action might attempt to reduce the value of your investment in the System Restoration Bonds.    28
The Texas commission might attempt to take actions that could reduce the value of your investment in the System Restoration Bonds.    28
A municipal entity might assert the right to acquire portions of Entergy Texas’ electric distribution facilities and avoid payment of the system restoration charges.    29
SERVICING RISKS    30
Inaccurate consumption or collection forecasting might reduce scheduled payments on the System Restoration Bonds.    30
Your investment in the System Restoration Bonds depends on Entergy Texas or its successor or assignee, acting as servicer of the transition property.    31
If we replace Entergy Texas as the servicer, we may experience difficulties finding and using a replacement servicer.    31
Terrorist attacks, cyber attacks, system failures or data breaches of Entergy Texas’ or its suppliers’ technology systems could limit Entergy Texas’ ability to service the transition property.    32
It may be difficult to collect system restoration charges from other parties who may bill retail customers in the future.    33
Competitive metering services might result in unexpected problems in receiving accurate metering data.    34
Limits on rights to terminate service might make it more difficult to collect the system restoration charges.    34
Future adjustments to system restoration charges by customer class might result in insufficient collections.    35
RISKS ASSOCIATED WITH THE UNUSUAL NATURE OF THE TRANSITION PROPERTY    35
We will not receive system restoration charges in respect of electric service provided more than 15 years from the date of issuance of the System Restoration Bonds.    35
Foreclosure of the trustee’s lien on the transition property for the System Restoration Bonds might not be practical, and acceleration of the System Restoration Bonds before maturity might have little practical effect.    35
STORM RELATED RISK    36
    - i -


Page
Storm damage to Entergy Texas’ operations could impair payment of the System Restoration Bonds.    36
RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR THE SERVICER    36
The servicer will commingle the system restoration charges with other revenues it collects, which might obstruct access to the system restoration charges in case of the servicer’s bankruptcy and reduce the value of your investment in the System Restoration Bonds.    36
The bankruptcy of Entergy Texas or any successor seller might result in losses or delays in payments on the System Restoration Bonds.    37
The sale of the transition property might be construed as a financing and not a sale in a case of Entergy Texas’ bankruptcy which might delay or limit payments on the System Restoration Bonds.    39
If the servicer enters bankruptcy proceedings, the collections of the system restoration charges held by the servicer as of the date of bankruptcy might constitute preferences, which means these funds might be unavailable to pay amounts owing on the System Restoration Bonds.    39
Claims against Entergy Texas or any successor seller might be limited in the event of a bankruptcy of the seller.    40
The bankruptcy of Entergy Texas or any successor seller might limit the remedies available to the trustee.    40
RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF FUTURE RETAIL ELECTRIC PROVIDERS IF RETAIL COMPETITION IS INTRODUCED    41
If retail competition is introduced into Entergy Texas' service territory, retail electric providers will collect the system restoration charges and may commingle such charges with other revenues they collect. This may cause losses on or reduce the value of your investment in the System Restoration Bonds in the event a retail electric provider enters bankruptcy proceedings.    41
If a retail electric provider enters bankruptcy proceedings, any cash deposit of the retail electric provider held by the trustee might not be available to cover amounts owed by the retail electric provider.    42
If a retail electric provider enters bankruptcy proceedings, system restoration charge payments made by that retail electric provider to the servicer might constitute preferences, and the servicer may be required to return such funds to the bankruptcy estate of the retail electric provider.    42
OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE SYSTEM RESTORATION BONDS    43
Entergy Texas’ indemnification obligations under the sale and servicing agreements are limited and might not be sufficient to protect your investment in the System Restoration Bonds.    43
The credit ratings are no indication of the expected rate of payment of principal on the System Restoration Bonds.    43
Alternatives to purchasing electricity through Entergy Texas’ distribution facilities may be more widely utilized by retail electric customers in the future.    44
The absence of a secondary market for the System Restoration Bonds might limit your ability to resell your System Restoration Bonds.    44
You might receive principal payments for the System Restoration Bonds later than you expect.    45
    - ii -


Page
Entergy Texas may cause the issuance of additional transition property or similar property through another affiliated entity.    45
Regulatory provisions affecting certain investors could adversely affect the liquidity of the System Restoration Bonds.    45
If the investment of collected system restoration charges and other funds held by the trustee in the collection account results in investment losses or the investments become illiquid, you may receive payment of principal and interest on the System Restoration Bonds later than you expect.    48
REVIEW OF TRANSITION PROPERTY    49
THE FINANCING ACT    53
The Financing Act and other provisions of PURA authorize utilities to recover hurricane and other weather-related costs through the issuance of bonds.    53
Entergy Texas and Other Utilities May Securitize Qualified Costs    54
The Texas Commission May Adjust System Restoration Charges.    57
System Restoration Charges Are Nonbypassable.    57
The Financing Act Protects the Bondholders’ Lien on Transition Property.    57
The Financing Act Characterizes the Transfer of Transition Property as a True Sale.    58
The Financing Act Provides a Tax Exemption.    58
ENTERGY TEXAS’ FINANCING ORDER    58
Determination of Entergy Texas’ System Restoration Costs to be Financed Through the System Restoration Bonds    58
Collection of System Restoration Charges    60
Issuance Advice Letter    60
Tariff    61
Statutory True-Ups—Credit Risk    63
Allocation    63
Adjustments to Allocation of System Restoration Charges    63
Servicing Agreement    64
DESCRIPTION OF THE TRANSITION PROPERTY    64
Creation of Transition Property; Financing Order    64
Tariff; System Restoration Charges    65
Billing and Collection Terms and Conditions    67
THE DEPOSITOR, SELLER, INITIAL SERVICER AND SPONSOR    67
General    67
Competition    69
Servicing Experience    70
Municipalization    70
Entergy Texas Customer Base and Electric Energy Consumption    71
Forecasting Electricity Consumption    72
Credit Policy; Billing Process; Collections Process; Termination of Service; COVID-19 Protections    74
Write-off and Delinquency Experience    77
Days Sales Outstanding    77
    - iii -


Page
Delinquencies    77
FUTURE RETAIL ELECTRIC PROVIDERS    78
ENTERGY TEXAS RESTORATION FUNDING II, LLC, THE ISSUING ENTITY    83
Restricted Purpose    85
Manager Fees and Limitation on Liabilities    87
We Are a Separate and Distinct Legal Entity from Entergy Texas    88
Administration Agreement    88
RELATIONSHIP TO THE SERIES 2009 TRANSITION BONDS    88
Entergy Texas’ Prior Securitizations    88
DESCRIPTION OF THE SYSTEM RESTORATION BONDS    90
General    90
Payment and Record Dates and Payment Sources    91
Interest Payments    91
Principal Payments    92
Distribution Following Acceleration    95
Optional Redemption    96
Payments on the System Restoration Bonds    96
Fees and Expenses    97
System Restoration Bonds Will Be Issued in Book-Entry Form    97
Definitive System Restoration Bonds    101
Relationship to the 2009 Transition Bonds    102
Access of Bondholders    102
Reports to Bondholders    103
SEC Filings; Website Disclosure    104
We and the Trustee May Modify the Indenture    105
Our Covenants    110
Events of Default; Rights Upon Event of Default    114
Actions by Bondholders    117
Annual Report of Trustee    118
Annual Compliance Statement    118
Satisfaction and Discharge of Indenture    118
Our Legal and Covenant Defeasance Options    119
No Recourse to Others    121
THE TRUSTEE    121
SECURITY FOR THE SYSTEM RESTORATION BONDS    122
General    122
Pledge of Collateral    123
Security Interest in the Collateral    124
Right of Foreclosure    125
Description of Indenture Accounts    126
How Funds in the Collection Account Will Be Allocated    128
    - iv -


Page
State Pledge    130
WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS FOR THE SYSTEM RESTORATION BONDS    130
Weighted Average Life Sensitivity    131
THE SALE AGREEMENT    132
Sale and Assignment of the Transition Property    132
Conditions to the Sale of Transition Property    133
Seller Representations and Warranties    134
Covenants of the Seller    139
Indemnification    143
Successors to the Seller    144
Amendment    144
THE SERVICING AGREEMENT    145
Servicing Procedures    145
Servicing Standards and Covenants    146
True-Up Adjustment Process    147
Remittances to Collection Account    149
Servicing Compensation    150
Servicer Representations and Warranties; Indemnification    150
The Servicer Will Indemnify Us, Other Entities and the Texas Commission in Limited Circumstances    152
Evidence as to Compliance    153
Matters Regarding the Servicer    154
Servicer Defaults    155
Rights Upon a Servicer Default    156
Waiver of Past Defaults    157
Successor Servicer    157
Amendment    157
HOW A BANKRUPTCY MAY AFFECT YOUR INVESTMENT    158
USE OF PROCEEDS    164
PLAN OF DISTRIBUTION    164
The Underwriters’ Sales Price for the System Restoration Bonds    164
No Assurance as to Resale Price or Resale Liquidity for the System Restoration Bonds    165
Various Types of Underwriter Transactions That May Affect the Price of the System Restoration Bonds    165
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 166
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES    166
General    166
Taxation of the Issuing Entity and Characterization of the System Restoration Bonds    167
    - v -


Page
Tax Consequences to U.S. Holders    168
Tax Consequences to Non-U.S. Holders    169
Backup Withholding    171
STATE AND OTHER TAX CONSEQUENCES    171
ERISA CONSIDERATIONS    172
General    172
Regulation of Assets Included in a Plan    173
Prohibited Transaction Exemptions    174
Consultation with Counsel    175
LEGAL PROCEEDINGS    175
RATINGS FOR THE SYSTEM RESTORATION BONDS    175
WHERE YOU CAN FIND MORE INFORMATION    176
INCORPORATION BY REFERENCE    177
INVESTMENT COMPANY ACT OF 1940 AND VOLCKER RULE MATTERS    177
RISK RETENTION    178
LEGAL MATTERS    178
OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS    178
GLOSSARY OF DEFINED TERMS    183

    - vi -


ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement filed with the Securities and Exchange Commission, or SEC. This prospectus provides information about us, the bonds and Entergy Texas, Inc., or Entergy Texas, the depositor, sponsor and initial servicer. This prospectus describes the terms of the bonds offered hereby. You should carefully review this prospectus, any free writing prospectus the issuing entity files with the SEC, and the information, if any, contained in the documents referenced in this prospectus under the heading “Where You Can Find More Information.”
References in this prospectus to the term we, us, or the issuing entity mean Entergy Texas Restoration Funding II, LLC, the entity which will issue the bonds. References to the “System Restoration Bonds” or the “bonds,” unless the context otherwise requires, means the System Restoration Bonds offered pursuant to this prospectus. References to Entergy Texas, the seller, the depositor or the sponsor mean Entergy Texas, Inc. References to the “bondholders” or the “holders” refer to the registered holders of the System Restoration Bonds. References to the servicer refer to Entergy Texas and any successor servicer under the servicing agreement referred to in this prospectus. References to the “Public Utility Regulatory Act” or PURA refer to the Texas Public Utility Regulatory Act, as codified in Title II of the Texas Utilities Code. References to the “Restructuring Amendments” refer to the 1999 utility restructuring amendments to the Public Utility Regulatory Act, as subsequently amended. References to the Financing Act means Subchapter I of Chapter 36 of PURA, adopted and effective in April 2009 (the April 2009 amendments are referred to as the System Restoration Amendments), which enacted Subchapter I of Chapter 36, that allows for the securitization of system restoration costs, together with Subchapter G of Chapter 39 of PURA. References to the Texas commission or PUCT refer to the Public Utility Commission of Texas. Unless the context otherwise requires, references to a financing order are to the irrevocable financing order issued by the PUCT, on January 14, 2022. Unless the context otherwise requires, the term customerretail customer or retail electric customer means a retail customer within Entergy Texas' service territory. If retail competition is ever introduced into Entergy Texas' service territory, as described under “The Depositor, Seller, Initial Servicer and Sponsor—Competition,” then the terms customerretail customer or retail electric customer shall mean a retail end user of electricity and related services provided by Entergy Texas or a retail electric provider via the transmission and distribution system of an electric utility such as Entergy Texas, within Entergy Texas' service territory. References to REPs refer to retail electric providers as defined in the glossary. You can find a glossary of some of the other defined terms we use in this prospectus on page 178 of this prospectus.
We have included cross-references to sections in this prospectus where you can find further related discussions. You can also find key topics in the table of contents on the preceding pages. Check the table of contents to locate these sections.
This prospectus and any free writing prospectus that we file with the SEC contain information that you should consider when making your investment decision. Neither we nor any underwriter, agent, dealer, salesperson, the Texas commission or Entergy Texas has authorized anyone else to provide you with any different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not offering to sell the bonds in any jurisdiction where the offer or sale is not permitted. The information in this prospectus and any free writing prospectus is current only as of the date of this prospectus.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Some statements contained in this prospectus concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other
    - 1 -


Page
statements which are not historical facts, including statements in the documents that are incorporated by reference as discussed in this prospectus under the heading “Where You Can Find More Information,” are forward-looking statements within the meaning of the federal securities laws. Actual events or results may differ materially from those expressed or implied by these statements. In some cases, you can identify our forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projection,” “should,” “will,” or other similar words.
We have based our forward-looking statements on our management’s beliefs, expectations and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual events or results will not differ materially from those expressed or implied by our forward-looking statements. In light of these risks and uncertainties, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. For additional details regarding these and other risks and uncertainties, please read “Risk Factors” in this prospectus.
The following are some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements:
state and federal legislative, judicial and regulatory actions or developments, including deregulation, re-regulation, restructuring of the electric utility industry and changes in, or changes in application of, laws or regulations applicable to various aspects of Entergy Texas’ business, including (without limitation) the opening up of Entergy Texas service area to retail competition;
non-payment of system restoration charges due to financial distress of retail electric customers, Entergy Texas or any future retail electric providers;
the accuracy of the servicer’s estimates of market demand and prices for energy;
the accuracy of the servicer’s estimates of industrial, commercial and residential growth in the Entergy Texas service territory;
changes in market demand and demographic patterns;
weather variations and other natural phenomena including hurricanes, tropical storms, ice or snow storms, floods and other weather-related events and natural disasters affecting retail electric customer energy usage in the Entergy Texas service territory;
pandemics, such as the novel coronavirus (COVID-19), and other events that cause regional, statewide, national or global disruption which could impact, among other things, electric energy usage;
the operating performance of Entergy Texas’ facilities and, if retail competition is ever introduced into Entergy Texas' service territory, the facilities of potential future third-party suppliers of electric energy in the Entergy Texas service territory;
the accuracy of the servicer’s forecast of electrical consumption or the payment of system restoration charges;
    - 2 -


Page
the reliability of the systems, procedures and other infrastructure necessary to operate the retail electric business in the Entergy Texas, including the systems owned and operated by the independent system operator in Midcontinent Independent System Operator (MISO) or in the Electric Reliability Council of Texas, Inc. (ERCOT) as well as the systems owned and operated by any future retail electric providers;
national or regional economic conditions affecting retail electric customer energy usage in the Entergy Texas service territory;
acts of war or terrorism or other catastrophic events affecting retail electric customer energy usage in the Entergy Texas service territory;
direct or indirect results of cyber-attacks, security breaches or other attempts to disrupt the business of Entergy Texas, retail electric providers in its service territory or the independent system operator in MISO or ERCOT; and
other factors we discuss in this prospectus.
You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to update or revise any forward-looking statement, including unanticipated events, after the date on which such statement is made, except as required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

    - 3 -


Page

PROSPECTUS SUMMARY OF TERMS
The following section is only a summary of selected information and does not provide you with all the information you will need to make your investment decision. There is more detailed information in this prospectus. To understand all of the terms of the offering of the bonds, carefully read this entire prospectus. You should carefully consider the Risk Factors beginning on page 26 of this prospectus before you invest in the System Restoration Bonds.
Securities Offered:
$                 Senior Secured System Restoration Bonds, Series 2022-A scheduled to pay principal semi-annually and sequentially in accordance with the expected sinking fund schedule. Only the bonds are being offered through this prospectus.
Tranche    Principal
        Amount*




*  Principal amounts are approximate and subject to change
Issuing Entity and Capital Structure:
Entergy Texas Restoration Funding II, LLC is a special purpose Delaware limited liability company. Entergy Texas, Inc. is our sole member and owns all of our equity interests. We have no commercial operations. We were formed solely to purchase and own transition property, to issue System Restoration Bonds secured by transition property and to perform activities incidental thereto and our organizational documents prohibit us from engaging in any other activity except as specifically authorized by the financing order. Please read “Entergy Texas Restoration Funding II, LLC, the Issuing Entity” in this prospectus.
We will be capitalized with an upfront cash deposit by Entergy Texas of 0.5% of the bonds’ principal amount issued (to be held in the capital subaccount) and will have an excess funds subaccount to retain, until the next payment date, any amounts collected and remaining after all scheduled payments due on such payment date for the bonds have been made.
Our address:
Capital Center
919 Congress Avenue, Suite 840-C
Austin, Texas 78701
Our telephone number (512) 487-3999
    - 4 -


Page
Depositor, Seller, Initial Servicer and Sponsor:
Entergy Texas is a public utility engaged in the generation, transmission, distribution and sale of electric energy in the State of Texas. As of December 31, 2020, Entergy Texas provided electric service to approximately 472,726 retail customers in its service territory. During the twelve months ended December 31, 2020, Entergy Texas' total retail electric deliveries were approximately 32.9% residential, 23.4% commercial, 42.2% industrial, and 1.4% government and municipal. During the nine months ended September 30, 2021, Entergy Texas’ total retail electric deliveries were approximately 32.6% residential, 22.6% commercial, 43.6% industrial, and 1.3% government and municipal.
Entergy Texas is an operating subsidiary of Entergy Corporation, referred to as Entergy, a Delaware corporation based in New Orleans, Louisiana. Entergy is an integrated energy company engaged primarily in electric power production and retail distribution operations. Neither Entergy Texas nor Entergy nor any other affiliate (other than us) is an obligor of the System Restoration Bonds.
As described elsewhere in this prospectus, beginning in 1999, the electric industry in Texas has undergone fundamental restructuring. Although retail competition has not been introduced into Entergy Texas' service territory, it is possible that it may occur during the term of the System Restoration Bonds. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Competition” in this prospectus.
Entergy Texas, acting as the initial servicer, and any successor servicer, referred to in this prospectus as the servicer, will service the transition property under a servicing agreement with us. Please read “The Depositor, Seller, Initial Servicer and Sponsor” and “The Servicing Agreement” in this prospectus.
Entergy Texas provides servicing services under a separate servicing agreement for separate transition property securing the Series 2009 Transition Bonds (as defined herein) issued by another wholly owned subsidiary of Entergy Texas, Entergy Texas Restoration Funding, LLC, referred to as Texas Restoration LLC. Please read “Relationship to the Series 2009 Transition Bonds” in this prospectus.
Entergy Texas’ address:
2107 Research Forest Drive
The Woodlands, Texas 77380
Entergy Texas’ phone number:
(409) 981-2000
    - 5 -


Page
Our relationship with the PUCT:
The PUCT or its designated representative has a decision-making role co-equal with Entergy Texas with respect to the structuring, marketing and pricing of the System Restoration Bonds and all matters related to the structuring, marketing and pricing of the System Restoration Bonds will be determined through a joint decision of Entergy Texas and the PUCT or its designated representative,
Entergy Texas is directed to take all necessary steps to ensure that the PUCT or its designated representative is provided sufficient and timely information to allow the PUCT or its designated representative to fully participate in, and exercise its decision-making power over, the proposed securitization, and
the servicer will file periodic adjustments to system restoration charges with the PUCT on our behalf.
We have agreed that certain reports concerning system restoration charge collections will be provided to the PUCT.
Trustee: The Bank of New York Mellon, a New York banking corporation. The Bank of New York Mellon also serves as the trustee for the Series 2009 Transition Bonds. Please read “The Trustee” in this prospectus for a description of the trustee’s duties and responsibilities under the indenture.
    - 6 -


Page
Purpose of transaction: This issuance of Senior Secured System Restoration Bonds will enable Entergy Texas to recover certain system restoration costs related to Hurricanes Laura and Delta in 2020 and Winter Storm Uri in 2021, the projected balance of a regulatory asset consisting of system restoration costs related to Hurricane Harvey, and certain upfront financing costs. Please read “The Financing Act” in this prospectus.
Transaction overview:
The Financing Act permits electric utilities to recover certain system restoration costs in connection with the restoration of service and infrastructure associated with electric power outages affecting customers of the electric utility as the result of any tropical storm or hurricane, ice or snow storm, flood, or other weather-related event or natural disaster that occurred in calendar year 2008 or thereafter and other “qualified costs” through the issuance of system restoration bonds pursuant to and supported by an irrevocable financing order issued by the Texas commission. Please read “Entergy Texas’ Financing Order” in this prospectus for a discussion of the qualified costs authorized in the financing order, which we refer to in this prospectus as “qualified costs.”
The Financing Act permits the Texas commission to approve an irrevocable nonbypassable system restoration charge, which must be functionalized and allocated to the utility’s retail customers in the same manner as the corresponding facilities and related expenses are functionalized and allocated in the electric utility’s current base rates.
The amount and terms for collections of these system restoration charges are governed by one or more financing orders issued to an electric utility by the Texas commission. The Financing Act permits an electric utility to transfer its rights and interests under a financing order, including the right to impose, collect and receive system restoration charges, to a special purpose entity formed by the electric utility to issue debt securities secured by the right to receive revenues arising from the system restoration charges. The electric utility’s right to receive the system restoration charges, all revenues and collections resulting from the system restoration charges and its other rights and interests under a financing order, upon transfer to the issuing entity, constitute transition property. Under the Financing Act, transition property does not come into existence until an electric utility first transfers to an assignee or pledges in connection with the issuance of system restoration bonds its rights under a related financing order. However, for convenience of reference in this prospectus, the transfer of Entergy Texas’ rights under such a financing order is sometimes referred to as the sale or purchase of transition property.
References in this prospectus to a financing order, unless the context indicates otherwise, mean the financing order issued by the Texas commission on January 14, 2022 which is further described below. Please read “Entergy Texas’ Financing Order” in this prospectus.
    - 7 -


Page


    - 8 -


Page
Parties to Transaction and Responsibilities: The following chart represents a general summary of the parties to the transactions underlying the offering of the System Restoration Bonds, their roles and their various relationships to the other parties
PICTURE1A.JPG
Flow of Funds: The following chart represents a general summary of the flow of funds:
PICTURE2A.JPG
    - 9 -


Page
The Collateral:
The System Restoration Bonds are secured only by our assets. The principal asset securing the System Restoration Bonds will be the transition property, which is a present property right created under the Financing Act by a financing order issued by the Texas commission. The collateral also includes:
our rights under the sale agreement pursuant to which we will acquire the transition property, under an administration agreement and under the bill of sale delivered by Entergy Texas pursuant to the sale agreement,
our rights under the financing order, including our rights under the statutory true-up mechanism,
our rights under the servicing agreement and any subservicing, agency, intercreditor or collection agreements executed in connection with the servicing agreement,
the collection account for the System Restoration Bonds and all related subaccounts,
our rights in all deposits, guarantees, surety bonds, letters of credit and other forms of credit support provided by or on behalf of retail electric providers (if retail competition is even introduced into Entergy Texas’ service territory) pursuant to any financing order or tariff,
all of our other property related to the System Restoration Bonds, other than any cash released to us by the trustee on any payment date from earnings on amounts in the capital subaccount,
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 in respect of any or all of the foregoing.

    - 10 -


Page
The subaccounts consist of a capital subaccount, which will be funded at closing in the amount of 0.5% of the initial aggregate principal amount of the bonds, a general subaccount, into which the servicer will deposit all system restoration charge collections, and an excess funds subaccount, into which we will transfer any amounts collected and remaining on a payment date after all payments to bondholders and other parties have been made. Amounts on deposit in each of these subaccounts will be available to make payments on the bonds on each payment date. For a description of the transition property, please read “Description of the Transition Property” in this prospectus.

The collateral for the System Restoration Bonds will be separate from the collateral for the Series 2009 Transition Bonds, which were issued by a different issuing entity from us, and holders of the System Restoration Bonds will have no recourse to the collateral from such other issuance. Please read “Security for the System Restoration Bonds” in this prospectus.
    - 11 -


Page
The Transition Property:
In general terms, all of the rights and interests of Entergy Texas under the financing order that are transferred to us pursuant to the sale agreement are referred to in this prospectus as the transition property. The transition property consists of all of Entergy Texas’ rights and interests under the financing order transferred to us in connection with the issuance of the bonds, including the irrevocable right to impose, collect and receive nonbypassable system restoration charges and the right to implement the true-up mechanism. Transition property is a present property right created by the Financing Act and the financing order and is protected by the State Pledge (as hereinafter defined) in the Financing Act described below.
System restoration charges are payable by all retail customers within Entergy Texas’ service territory who consume electricity that is delivered through the distribution system. Customers who switch to new on-site generation with a rated capacity of greater than 10 megawatts (MW) capable of being lawfully delivered to a site without use of Entergy Texas’ distribution or transmission facilities and which was not, on or before the date the financing order was issued, either (A) a fully operational facility, or (B) a project supported by substantially complete filings for all necessary site-specific environmental permits under the rules of the Texas Commission on Environmental Quality may not avoid the system restoration charge. During the 12 months ended December 31, 2020, Entergy Texas' total retail electric deliveries were approximately 32.9% residential, 23.4% commercial, 42.2% industrial, and 1.4% government and municipal. During the nine months ended September 30, 2021, Entergy Texas’ total retail electric deliveries were approximately 32.6% residential, 22.6% commercial, 43.6% industrial, and 1.3% government and municipal.
The transition property is not a receivable, and the principal collateral securing the System Restoration Bonds will not be a pool of receivables. The system restoration charges authorized in the financing order are irrevocable and not subject to reduction, impairment, or adjustment by further action of the Texas commission, except for annual and interim true-up adjustments to correct overcollections or undercollections and to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the System Restoration Bonds. Please read “The Servicing Agreement—True-Up Adjustment Process” in this prospectus. All revenues and collections resulting from the system restoration charges are part of the transition property.

    - 12 -


Page
The Transition Property:
We will purchase the transition property from Entergy Texas to support the issuance of the System Restoration Bonds. Entergy Texas, as the servicer, will collect the applicable system restoration charges through billing and collecting the system restoration charge from retail electric consumers. Entergy Texas will then remit the estimated collections to the trustee.
Unlike other electric utilities in Texas, Entergy Texas is not currently subject to the provisions of PURA which mandated competition in the retail electric market and the separation (or unbundling) of a utility’s energy services business into separate business units. Further, if the provisions of PURA remain unchanged and Entergy Texas remains a member of SERC Reliability Corporation (SERC), it is possible, but not likely, that there will be any competing retail electric providers within the term that the System Restoration Bonds are outstanding. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Competition” in this prospectus. Nonetheless, it is possible that retail competition may be introduced into Entergy Texas’ service territory, in which case Entergy Texas would not be the sole provider of electric services in its service territory. However, with the exception of the parts of Entergy Texas’ service territory that are multiply certificated, so long as retail competition has not been introduced into Entergy Texas’ service territory, Entergy Texas remains the sole provider of electric services in its service territory. Entergy Texas bills and collects all electric service charges from its customers, which will include the system restoration charges that will be imposed pursuant to the Financing Act and the financing order. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Competition” in this prospectus.
If Entergy Texas’ service territory becomes subject to retail competition, Entergy Texas, as servicer, will collect the applicable system restoration charge from retail electric providers, which are entities certified under Texas law that will provide electricity and related services to retail electric customers within Entergy Texas’ service territory, and will remit the estimated collections to the trustee. The retail electric providers, which we also refer to as REPs, will in turn bill and collect the system restoration charges from retail electric customers. These REPs will be subject to billing and collection standards imposed in the financing order and the tariff. Please read “Future Retail Electric Providers—Credit Practices, Policies and Procedures of Retail Electric Providers” in this prospectus.
    - 13 -


Page
State Pledge:
The State of Texas has pledged in the Financing Act that it will not take or permit any action that would impair the value of the transition property, or, except as permitted in connection with a true-up adjustment authorized by the Financing Act. reduce, alter or impair the system restoration charges until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the System Restoration Bonds, are fully repaid or discharged (State Pledge). The System Restoration Bonds are not a debt or an obligation of the State of Texas, the Texas commission or any other governmental agency or instrumentality and are not a charge on the full faith and credit or the taxing power of the State of Texas or any governmental agency or instrumentality. No voter initiative or referendum process exists in Texas, unlike in some other states. Please read “The Financing Act—Entergy Texas and Other Utilities May Securitize Qualified Costs” in this prospectus.
    - 14 -


Page
Statutory true-up mechanism for payment of scheduled principal and interest:
The Financing Act mandates that system restoration charges on retail electric customers be adjusted at least annually to correct any overcollections or undercollections of the preceding 12 months and to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the System Restoration Bonds. In addition, the irrevocable financing order requires that system restoration charges on retail electric customers be adjusted semi-annually (or, if there are any bonds outstanding following the scheduled final payment date of the latest maturing tranche of the bonds, quarterly), and permit such true-ups to occur more frequently, if determined necessary to ensure the expected recovery of amounts sufficient to provide timely payment of scheduled principal and interest on the bonds and to replenish draws on the capital subaccount. In the financing order, the Texas commission guarantees that it will act under the financing order as expressly authorized by the Financing Act to ensure that expected system restoration charge revenues are sufficient to timely pay scheduled principal and interest on the bonds.
There is no “cap” on the level of system restoration charges that may be imposed on retail electric customers to pay on a timely basis scheduled principal and interest on the bonds. Through the true-up mechanism, which adjusts for overcollections and undercollections of system restoration charges due to any reason, retail electric customers share in the liabilities of all other retail electric customers for the payment of system restoration charges.
The financing order provides that the true-up mechanism and all other obligations of the State of Texas and the Texas commission set forth in the financing order are direct, explicit, irrevocable and unconditional upon issuance of the bonds, and are legally enforceable against the State of Texas and the Texas commission in accordance with Texas law. Please read “The Financing Act—Entergy Texas and Other Utilities May Securitize Qualified Costs” and “The Servicing Agreement—True-Up Adjustment Process” in this prospectus.
    - 15 -


Page
Nonbypassable system restoration charges:
The Financing Act mandates and the irrevocable financing order requires the imposition and the collection of system restoration charges from all retail customers within Entergy Texas’ service territory who consume electricity that is delivered through the distribution system. Customers who switch to new on-site generation with a rated capacity of greater than 10 megawatts (MW) capable of being lawfully delivered to a site without use of Entergy Texas’ distribution or transmission facilities and which was not, on or before the date the financing order was issued, either (A) a fully operational facility, or (B) a project supported by substantially complete filings for all necessary site-specific environmental permits under the rules of the Texas Commission on Environmental Quality must also pay the system restoration charge. Please read “The Financing Act—System Restoration Charges are Nonbypassable” in this prospectus.
If Entergy Texas’ service territory becomes subject to retail competition, Entergy Texas, as servicer, will collect the applicable system restoration charge from retail electric providers, which are entities certified under Texas law that will provide electricity and related services to retail electric customers within Entergy Texas’ service territory, and will remit the estimated collections to the trustee. The REPs will, in turn, bill and collect the system restoration charges from retail electric customers. These REPs will be subject to billing and collection standards imposed in the financing order and the tariff. Please read “Future Retail Electric Providers—Credit Practices, Policies and Procedures of Retail Electric Providers” in this prospectus.
    - 16 -


Page
Relationship to the Series 2009 Transition Bonds:
Pursuant to a financing order issued by the Texas commission in September 2009 under the Texas statute, Entergy Texas sold transition property to an affiliate, Entergy Texas Restoration Funding, LLC. The affiliate, on November 6, 2009, issued $545,900,000 Senior Secured System Restoration Bonds or the Series 2009 Transition Bonds. The proceeds of the Series 2009 Transition Bonds enabled Entergy Texas to recover system restoration costs associated with Hurricanes Ike and Gustav which affected Entergy Texas’ service area in 2008.
Entergy Texas currently acts as servicer with respect to the Series 2009 Transition Bonds. The final scheduled maturity date of the Series 2009 Transition Bonds is August 1, 2022.
The transition property securitized in prior transactions also consisted of the right to impose and collect nonbypassable system restoration charges on retail customers in the Entergy Texas service area. The system restoration charges authorized to be collected to repay the Series 2009 Transition Bonds do not, nor does any other security held for the benefit of such bonds, constitute security for the System Restoration Bonds issued by us and offered by this prospectus.
Although the System Restoration Bonds issued by us will have its own transition property, system restoration charges relating to our System Restoration Bonds and system restoration charges relating to the Series 2009 System Restoration Bonds will be collected through single bills to individual retail customers (and, if retail competition is ever introduced to the Entergy Texas service territory, single bills issued to any future associated retail electric providers). These bills will include all charges related to the purchase of electricity, without separately itemizing the system restoration charge component of the bill or charge components. In the event a customer does not pay in full all amounts owed under any bill including system restoration charges, Entergy Texas, as servicer, is required to allocate any resulting shortfalls in system restoration charges ratably based on the amounts of system restoration charges owing in respect of the System Restoration Bonds, amounts owing in respect to the Series 2009 Transition Bonds, and any amounts owing to any subsequently created affiliate of Entergy Texas which issues System Restoration Bonds. Please read “Description of the System Restoration Bonds— Relationship to the Series 2009 Transition Bonds,” “The Depositor, Seller, Initial Servicer and Sponsor—Competition” and “The Servicing Agreement—Remittances to Collection Account” in this prospectus.
    - 17 -


Page
Issuance of additional System Restoration Bonds: Entergy Texas has in the past and may in the future sell transition property to one or more entities other than us in connection with a new issuance of system restoration bonds without your prior review or approval. Please read “Entergy Texas’ Financing Order” in this prospectus. The aggregate outstanding amount of System Restoration Bonds that may be authenticated and delivered under the indenture may not exceed the aggregate amount of System Restoration Bonds that are authorized under the financing order. Any new issuance may include terms and provisions that would be unique to that particular issue. Entergy Texas will likely serve as servicer for any new issuance. We may not issue additional system restoration bonds in addition to the System Restoration Bonds offered hereby. Entergy Texas may not sell transition property to other entities issuing system restoration bonds if the issuance would result in the credit ratings on any outstanding issuance of system restoration bonds being reduced or withdrawn. Please read “Description of the System Restoration Bonds” in this prospectus.
Initial system restoration charge as a percentage of customer’s total electricity bill: The initial system restoration charge would represent approximately      % of the total bill received by a 1,000 kWh residential customer of Entergy Texas in its service territory as of                   ,        . When combined with the system restoration charges related to the Series 2009 Transition Bonds, the cumulative system restoration charges would represent approximately       % of the total bill.
Payment Dates: Semi-annually,                    and                    and on the final maturity date for any tranche. The first scheduled payment date is                                       .
    - 18 -


Page
Interest Payments:
Interest is due on each payment date. Interest will accrue with respect to each tranche of System Restoration Bonds on a 30/360 basis at the interest rate specified for such tranche in the table below:
Tranche    Interest
        Rate


        %


        %

If any payment date is not a business day, payments scheduled to be made on such date may be made on the next succeeding business day and no interest shall accrue upon such payment during the intervening period.
We will pay interest on each tranche of System Restoration Bonds before we pay the principal of each tranche of System Restoration Bonds. Please read “Description of the System Restoration Bonds—Interest and Principal on the System Restoration Bonds” in this prospectus. If there is a shortfall in the amounts available in the collection account to make interest payments, the trustee will distribute interest pro rata to each tranche of System Restoration Bonds based on the amount of interest payable on each outstanding tranche.
    - 19 -


Page
Principal Payments and Record Dates and Payment Sources:
The issuing entity is scheduled to make payments of principal on each payment date and sequentially in accordance with the Expected Amortization Schedule included in this prospectus.
Principal for each tranche is due upon the final maturity date for that tranche. Failure to pay the entire outstanding principal amount of a tranche by the final maturity date for such tranche will result in an event of default (as hereinafter defined).
Failure to pay a scheduled principal payment on any payment date or the entire outstanding amount of the System Restoration Bonds of any tranche by the scheduled final payment date will not result in a default with respect to that tranche. The failure to pay the entire outstanding principal balance of the System Restoration Bonds of any tranche will result in a default only if such payment has not been made by the final maturity date for the tranche.
If there is a shortfall in the amounts available to make principal payments on the System Restoration Bonds that are due and payable, including upon an acceleration following an event of default, the trustee will distribute principal from the collection account pro rata to each tranche of System Restoration Bonds based on the principal amount then due and payable on the payment date; and if there is a shortfall in the remaining amounts available to make principal payments on the System Restoration Bonds that are scheduled to be paid, the trustee will distribute principal from the collection account pro rata to each tranche of System Restoration Bonds based on the principal amount then scheduled to be paid on the payment date.
Weighted Average Life:
Tranche    Expected
        Weighted
        Average Life
        (years)
Scheduled Final Payment Date and Final Maturity Date:
The scheduled final payment date and final maturity date for each tranche of bonds will be as set forth in the table below:
Tranche    Scheduled        Final
        Final Payment        Maturity
        Date            Date

Optional Redemption: None. Non-call for the life of the bonds.
Mandatory Redemption: None. The issuing entity is not required to redeem the bonds at any time prior to maturity.
    - 20 -


Page
Priority of Payments:
On each payment date for the bonds, the trustee will allocate or pay all amounts on deposit in the general subaccount of the collection account in the following order of priority:
1.payment of the trustee’s fees, expenses and any outstanding indemnity amounts in an amount not to exceed $ per annum (the Trustee Cap); provided, however, that the Trustee Cap shall be disregarded and inapplicable upon the acceleration of the System Restoration Bonds following the occurrence and continuation of an event of default,
2.payment of the servicing fee relating to the System Restoration Bonds, plus any unpaid servicing fees from prior payment dates,
3.payment of the administration fee, and the fees of our independent manager,
4.payment of all of our other ordinary and periodic operating expenses relating to the System Restoration Bonds, such as accounting and audit fees, rating agency fees, legal fees and certain reimbursable costs of the administrator under the administration agreement and the servicer under the servicing agreement,
5.payment of the interest then due on the System Restoration Bonds, including any past-due interest,
6.payment of the principal then required to be paid on the System Restoration Bonds as a result of acceleration upon an event of default or at final maturity,
7.payment of the principal then scheduled to be paid on the System Restoration Bonds in accordance with the expected sinking fund schedule, including any previously unpaid scheduled principal,
8.any other unpaid operating expenses, fees, expenses and indemnity amounts owed to the trustee,
9.replenishment of any shortfalls in the capital subaccount,
    - 21 -


Page
10. if there is a positive balance after making the foregoing allocations, provided that no event of default has occurred or is continuing, an amount equal to the sum of (a) Investment Earnings on amounts in the Capital Subaccount and (b) an amount calculated at an annual rate per annum equal to ETI’s rate of return on equity most recently approved by the PUCT in ETI’s most recent base-rate case on the capital contribution for System Restoration Bonds shall be released to ETI,
11. allocation of the remainder, if any, to the excess funds subaccount, and
12. after the System Restoration Bonds have been paid in full and discharged, the balance, together with all amounts in the capital subaccount and the excess funds subaccount, to us free and clear of the lien of the indenture.
The annual servicing fee for the System Restoration Bonds payable to Entergy Texas or any affiliate thereof while it is acting as servicer as described in clause (2) above shall not at any time exceed 0.10% of the initial principal balance of the System Restoration Bonds. If a servicer not affiliated with Entergy Texas is appointed, the servicing fee will be negotiated by the successor servicer and the indenture trustee (acting in accordance with written instructions of bondholders evidencing not less than a majority of the outstanding amount of the System Restoration Bonds) ; however, the Texas commission must approve the appointment of any replacement servicer. In addition, the servicing fee for any replacement servicer may not exceed 0.60% of the initial principal balance of the System Restoration Bonds unless such higher rate is approved by the Texas commission and the rating agency condition is satisfied. The annual administration fee in clause (3) above may not exceed $100,000, plus reimbursable third-party costs. Please read “Security for the System Restoration Bonds—How Funds in the Collection Account Will Be Allocated” in this prospectus.
    - 22 -


Page
Credit Enhancement:
Credit enhancement for the System Restoration Bonds, which is intended to protect you against losses or delays in scheduled payments on the System Restoration Bonds, will be as follows:
The Texas commission will approve adjustments to the system restoration charges, but only upon petition of the servicer, to make up for any shortfall, due to any reason, or reduce any excess in collected system restoration charges. We sometimes refer to these adjustments as the true-up adjustments or the statutory true-up mechanism. These adjustments will be made annually, and if determined necessary by the servicer, semi-annually or more frequently, and if there are bonds outstanding following the scheduled final payment date of the latest maturing tranche of the bonds, quarterly, to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the System Restoration Bonds. Please read “Entergy Texas’ Financing Order—Statutory True-Ups—Credit Risk” in this prospectus.
Under the indenture, the trustee will hold a collection account for the System Restoration Bonds, divided into various subaccounts. The primary subaccounts for credit enhancement purposes are:
the general subaccount—the trustee will deposit into the general subaccount all system restoration charge collections remitted to it by the servicer;
the capital subaccount—Entergy Texas will deposit an amount equal to 0.5% of the bonds’ principal amount issued into the capital subaccount on the date of issuance of the System Restoration Bonds; and
the excess funds subaccount—any excess amount of collected system restoration charges and investment earnings not released to us will be held in the excess funds subaccount.
Please read “Security for the System Restoration Bonds—Description of Indenture Accounts” in this prospectus.
    - 23 -


Page
Reports to bondholders:
Pursuant to the indenture, all of the periodic reports that the issuing entity or the sponsor files with the SEC, the principal transaction documents and other information concerning the system restoration charges and security relating to the System Restoration Bonds will be posted on the website associated with the issuing entity’s parent, currently located at www.entergy.com and on a website maintained by the trustee for investors. Please read “Description of the System Restoration Bonds—Reports to Bondholders” in this prospectus.
Servicing Compensation: We will pay the servicer on each payment date the servicing fee with respect to the System Restoration Bonds. As long as Entergy Texas or any affiliated entity acts as servicer, this fee will be 0.10% of the initial principal balance of the System Restoration Bonds. If a successor servicer is appointed, the servicing fee will be negotiated by the successor servicer and the trustee (acting in accordance with written instructions of bondholders evidencing not less than a majority of the outstanding amount of the System Restoration Bonds), but will not, unless the Texas commission consents and the rating agency condition is satisfied, exceed 0.60% of the initial principal balance of the System Restoration Bonds on an annualized basis. In no event will the trustee be liable for any servicing fee in its individual capacity.
Federal Income Tax Status: In the opinion of Norton Rose Fulbright US LLP, counsel to us and to Entergy Texas, for federal income tax purposes, the System Restoration Bonds will constitute indebtedness of Entergy Texas, our sole member. If you purchase a beneficial interest in any transition bond, you agree by your purchase to treat the System Restoration Bonds as debt of our sole member for federal income tax purposes. Please read “Material U.S. Federal Income Tax Consequences” in this prospectus.
ERISA Considerations:
Pension plans and other investors subject to ERISA or Section 4975 of the Internal Revenue Code may acquire the System Restoration Bonds subject to specified conditions. The acquisition and holding of the System Restoration Bonds could be treated as a direct or indirect prohibited transaction under ERISA. Accordingly, by purchasing the System Restoration Bonds, each investor purchasing on behalf of a pension plan will be deemed to certify that the purchase and subsequent holding of the System Restoration Bonds would be exempt from the prohibited transaction rules of ERISA. Please read “ERISA Considerations” in this prospectus.
Credit ratings: We expect the bonds will receive credit ratings from two nationally recognized statistical rating organizations. Please read “Ratings for the System Restoration Bonds” in this prospectus.
    - 24 -


Page
Use of proceeds: We will use the net proceeds from the sale of the system restoration bonds (after payment of transaction costs) to pay to Entergy Texas the purchase price of the transition property. Entergy Texas will apply the proceeds of the sale of the transition property to refinance or retire debt or equity or to fund capital expenditures to support utility operations and services. The specific application of the proceeds will be determined by market conditions and Entergy Texas’ expected future expenditures at the time the proceeds are received. Please read “Use of Proceeds” in this prospectus.
1940 Act Registration: The issuing entity will be relying on an exclusion from the definition of “investment company” under the 1940 Act contained in Rule 3a-7 under the 1940 Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd-Frank Act.

    - 25 -


Page
SUMMARY OF RISK FACTORS
Set forth below is a summary of the material risk factors which you should consider before deciding whether to invest in the bonds. These risks can affect the timing or ultimate payment of the bonds and value of your security. A description of such risk factors in greater detail follows this summary.
Limited Source of Payment for the Bonds: The only source of funds for the bonds is the transition property and the other limited moneys held by the trustee. At the time of issuance of the bonds, we will have no other assets and the bonds are non-recourse to Entergy Texas. Therefore, the sources for repayment of the bonds are limited. You must rely for payment of the bonds solely upon the Financing Act, state and federal constitutional rights to enforcement of the provisions of the Financing Act, the irrevocable financing order, collections of the system restoration charges and funds on deposit in the related accounts held by the trustee.
Risks Associated with Potential Judicial, Legislative or Regulatory Actions: The transition property is an asset created under the Financing Act and through regulatory proceedings at the Texas commission. The Financing Act as well as the financing order may be challenged in court. The Texas legislature may attempt to amend the Financing Act, impairing the value of the transition property. Further, Entergy Texas may fail or be unsuccessful in challenging such actions. Neither we nor Entergy Texas will indemnify you for any changes of law, whether as a result of Constitutional amendment, legislative enactment or any judicial proceedings.
In addition, the Texas commission retains the power to adopt, revise or rescind rules or regulations affecting Entergy Texas and may attempt to take actions which could impair the value of the transition property. Also, true up adjustment filings made with the Texas commission may be challenged before the Texas commission or in court, resulting in delays in implementation of the true-up adjustment.
Also, municipalities may seek to acquire portions of Entergy Texas’ service territory, and may dispute their obligation to pay the system restoration charges, or even if obligated to do so, may fail to bill and remit the system restoration charges on a timely basis.
Servicing Risks; Natural Disaster Recovery Risks: The collection of system restoration charges on a timely and sufficient basis depend upon the ability of the servicer to accurately forecast customer usage. If the servicer inaccurately forecasts consumption or underestimates customer delinquencies for any reason, there could be a shortfall or material delay in fixed transition charge collections. Factors which might cause inaccurate projections of usage or customer delinquencies, include unanticipated weather conditions, rolling blackouts due to capacity constraints, cyber attacks on Entergy Texas, MISO or ERCOT infrastructure, general economic conditions or natural or man-made disasters, such as hurricanes, tropical storms, ice or snowstorms and floods, and the current pandemic caused by COVID-19. Entergy Texas’ ability to collect system restoration charges from customers may also be impacted by some of these same factors. In response to the COVID-19 pandemic, the Texas commission has taken actions which could impact the ability to collect the system restoration charges, including the cessation of Entergy Texas’ ability to disconnect service, the requirement to defer payments from customers and the suspension of the requirement for customer credit deposits. Any of these actions or any future actions by the Texas legislature or the Texas commission taken in response to COVID-19 or any future pandemic or other natural disaster may adversely affect the timing of system restoration charge collections, which could result in payments on the System Restoration Bonds to be delayed or reduced.
    - 26 -


Page
These same natural and man-made disasters may affect Entergy Texas’ ability to deliver energy. As the system restoration charge is a consumption-based charge, any unexpected failure to deliver electricity may impact the collection of system restoration charges. Entergy Texas’ operations could be impacted by hurricanes, tropical storms, ice or snowstorms and floods. Any disruption in Entergy Texas’ ability to deliver energy could cause a delay or reduction in system restoration charge collections, which could result in payments on the System Restoration Bonds to be delayed or reduced.
Servicing of the system restoration charges may also be adversely affected by the introduction of competition to Entergy Texas’ service territory, in which case system restoration charges will be collected and remitted by retail electric providers. Failure of the retail electric providers to remit the system restoration charges might cause delays in payments on the System Restoration Bonds.
It may be difficult for us to find a replacement servicer should Entergy Texas default in its obligations. Assuming we can obtain a successor servicer, the successor servicer may be less effective in servicing the charges, potentially resulting in delay in collections, and will be more costly.
Risks Associated with the Unusual Nature of Transition Property: The unusual nature of the transition property makes it unlikely that, in the event of a default, the transition property could be sold. Although the bonds may be accelerated in the event of a default, as a practical matter, the system restoration charges would likely not be accelerated.
Risks Associated with the Potential Bankruptcy of the Seller, the Servicer and REPs: In the event of a bankruptcy by Entergy Texas, the investor may experience a delay in payment or a default on payment of the bonds due to various factors, including the comingling of system restoration charges with other Servicer revenue, a challenge to the characterization of the sale of the transition property as a financing transaction, an effort to consolidate our assets and liabilities with those of Entergy Texas, a characterization of system restoration charge payments to the bond trustee as preferential transfers, the treatment of our claims against the seller as unsecured claims, and a general limitation on the remedies available in a bankruptcy, including the risk of an automatic stay.
In addition, if retail competition is introduced to Entergy Texas’ service territory, the retail electric providers will collect the system restoration charges and commingle such collections with their other revenues. Any such system restoration charges collected may not be available to pay debt service on the bonds in the event of a REP bankruptcy.
Other Risks: Other risks associated with the purchase of the bonds include the inadequacy of any indemnification obligations provided by the seller, the impact of a change of ratings or the issuance of an unsolicited rating, the absence of a secondary market for the bonds, the issuance of additional system restoration bonds or similar instruments creating greater burdens on the same customers, regulatory actions affecting certain investors and losses on investments held by the trustee.
RISK FACTORS
Please carefully consider all the information we have included or incorporated by reference in this prospectus, including the risks described below and the statements in “Cautionary Statement Regarding Forward-Looking Information,” before deciding whether to invest in the System Restoration Bonds.
    - 27 -


Page
You may experience material payment delays or incur a loss on your investment in the System Restoration Bonds because the source of funds for payment is limited.
The only source of funds for payment of the System Restoration Bonds will be our assets, which consist of:
the transition property securing the System Restoration Bonds, including the right to impose, collect and receive related system restoration charges and our rights under the financing order to the statutory true-up mechanism;
the funds on deposit in the accounts held by the trustee; and
our rights under various contracts we describe in this prospectus.
The System Restoration Bonds are not a charge on the full faith and credit or taxing power of the State of Texas or any governmental agency or instrumentality, nor will the System Restoration Bonds be insured or guaranteed by Entergy Texas, including in its capacity as the servicer, or by its parent, Entergy, any of their respective affiliates (other than us), the trustee or by any other person or entity. Thus, you must rely for payment of the System Restoration Bonds solely upon the Financing Act, state and federal constitutional rights to enforcement of the Financing Act, the irrevocable financing order, collections of the system restoration charges and funds on deposit in the related accounts held by the trustee. If these amounts are not sufficient to make payments or there are delays in recoveries, you may experience material payment delays or incur a loss on your investment in the System Restoration Bonds. Our organizational documents restrict our right to acquire other assets unrelated to the transactions described in this prospectus. Please read “Entergy Texas Restoration Funding II, LLC, The Issuing Entity” in this prospectus.
RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE
OR REGULATORY ACTIONS
We are not obligated to indemnify you for changes in law.
Neither we nor Entergy Texas will indemnify you for any changes in the law, including any federal preemption or repeal or amendment of the Public Utility Regulatory Act, that may affect the value of your System Restoration Bonds. Entergy Texas will agree in the sale agreement to institute any action or proceeding as may be reasonably necessary to block or overturn any attempts to cause a repeal, modification or amendment to PURA that would be materially adverse to us, the trustee or system restoration bondholders. Please read “The Sale Agreement—Covenants of the Seller” and “The Servicing Agreement—Servicing Standards and Covenants” in this prospectus. However, we cannot assure you that Entergy Texas would be able to take this action or that any such action would be successful. Although Entergy Texas or any successor seller might be required to indemnify us if legal action based on the law in effect at the time of the issuance of the bonds invalidates the transition property, such indemnification obligations do not apply for any changes in law after the date the bonds are issued, whether such changes in law are effected by means of any legislative enactment, any constitutional amendment or any final and non-appealable judicial decision. Please read “The Sale Agreement—Seller Representations and Warranties” and “The Servicing Agreement—Servicing Standards and Covenants” in this prospectus.
Future judicial action could reduce the value of your investment in the System Restoration Bonds.
The transition property securing the System Restoration Bonds is pursuant to the Financing Act and the financing order that has been issued by the Texas commission to Entergy
    - 28 -


Page
Texas. There is uncertainty associated with investing in bonds payable from an asset that depends on legislation for its existence because there is limited judicial or regulatory experience implementing and interpreting the legislation. Because the transition property is a creation of the Financing Act, any judicial determination affecting the validity of or interpreting the Financing Act, the transition property or our ability to make payments on the System Restoration Bonds might have an adverse effect on the System Restoration Bonds. The Financing Act might be directly contested in courts or otherwise become the subject of litigation. In addition, the financing order or any provision thereof might be directly contested in courts or otherwise become the subject of litigation. In June 2001, the Supreme Court of the State of Texas upheld the constitutionality of certain securitization provisions of the Restructuring Amendments, which are incorporated by reference into the System Restoration Amendments. Notwithstanding that decision, a federal or state court could be asked in the future to determine whether the relevant provisions of the Financing Act are unlawful or invalid. If the Financing Act is invalidated, the financing order might also be invalidated.
Other states have passed laws permitting the securitization of electric utility costs similar to the Restructuring Amendments and the Financing Act. Some of the laws that are similar to the Restructuring Amendments have been challenged by judicial actions. To date, none of these challenges has succeeded, but future challenges might be made. An unfavorable decision regarding another state’s law would not automatically invalidate the Financing Act or the financing order, but it might provoke a challenge to the Financing Act, establish a legal precedent for a successful challenge to the Financing Act or heighten awareness of the political and other risks of the System Restoration Bonds, and in that way may limit the liquidity and value of the System Restoration Bonds. Therefore, legal activity in other states may indirectly affect the value of your investment in the System Restoration Bonds.
If an invalidation of any relevant underlying legislative provision or financing order provision were to result from such litigation, you might lose some or all of your investment or you might experience delays in recovering your investment.
Future state legislative action might attempt to reduce the value of your investment in the System Restoration Bonds.
Despite its pledge in the Financing Act not to take or permit certain actions that would impair the value of the transition property or the system restoration charges, the Texas legislature might attempt to repeal or amend the Financing Act in a manner that limits or alters the transition property so as to reduce its value. For a description of the State’s pledge, please read “The Financing Act—Entergy Texas and Other Utilities May Securitize Qualified Costs—State Pledge” in this prospectus. It might be possible for the Texas legislature to repeal or amend the Financing Act notwithstanding the State’s pledge if the legislature acts in order to serve a significant and legitimate public purpose. Any such action, as well as the costly and time-consuming litigation that likely would ensue, might adversely affect the price and liquidity, the dates of payment of interest and principal and the weighted average lives of the System Restoration Bonds. Moreover, the outcome of any litigation cannot be predicted. Accordingly, you might incur a loss on or delay in recovery of your investment in the System Restoration Bonds.
If an action of the Texas legislature adversely affecting the transition property or the ability to collect system restoration charges were considered a “taking” under the United States or Texas Constitutions, the State of Texas might be obligated to pay compensation for the taking. However, even in that event, there is no assurance that any amount provided as compensation would be sufficient for you to recover fully your investment in the System Restoration Bonds or to offset interest lost pending such recovery.
    - 29 -


Page
Unlike the citizens of some states, the citizens of the State of Texas currently do not have the constitutional right to adopt or revise state laws by initiative or referendum. Thus, absent an amendment of the Texas Constitution, the Public Utility Regulatory Act cannot be amended or repealed by direct action of the electorate of the State of Texas.
The enforcement of any rights against the State of Texas or the PUCT under the State’s pledge may be subject to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against state and local governmental entities in Texas. These limitations might include, for example, the necessity to exhaust administrative remedies prior to bringing suit in a court, or limitations on type and locations of courts in which the State of Texas or the PUCT may be sued.
Moreover, while retail competition has not been introduced in Entergy Texas’ service territory, the State of Texas may amend existing law or the PUCT may provide for retail competition after certifying that Entergy Texas belongs to a qualified service area. Please read “The Depositor, Seller, Initial Servicer and Sponsor—Competition” in this prospectus.
The Texas commission might attempt to take actions that could reduce the value of your investment in the System Restoration Bonds.
The Financing Act provide that a financing order is irrevocable and that the Texas commission may not directly or indirectly, by any subsequent action, rescind or amend a financing order or reduce or impair the system restoration charges authorized under a financing order, except for the true-up adjustments to the system restoration charges. However, the Texas commission retains the power to adopt, revise or rescind rules or regulations affecting Entergy Texas. The Texas commission also retains the power to interpret the financing order granted to Entergy Texas, and in that capacity might be called upon to rule on the meanings of provisions of the order that might need further elaboration. Any new or amended regulations or orders from the Texas commission might attempt to affect the ability of the servicer to collect the system restoration charges in full and on a timely basis, the rating of the System Restoration Bonds or their price and, accordingly, the amortization of the System Restoration Bonds and their weighted average lives.
The servicer is required to file with the Texas commission, on our behalf, certain adjustments of the system restoration charges. Please read “Entergy Texas’ Financing Order—Statutory True-Ups—Credit Risk” and “The Servicing Agreement—True-Up Adjustment Process” in this prospectus. True-up adjustment procedures have been challenged in the past and may be challenged in the future. Challenges to or delays in the true-up process might adversely affect the market perception and valuation of the System Restoration Bonds. Also, any litigation, as well being costly and time-consuming, might materially delay system restoration charge collections due to delayed implementation of true-up adjustments and might result in missing payments or payment delays and lengthened weighted average life of the System Restoration Bonds.
A municipal entity might assert the right to acquire portions of Entergy Texas’ electric distribution facilities and avoid payment of the system restoration charges.
Texas law may authorize certain local municipalities to seek to acquire portions of Entergy Texas’ electric distribution facilities through the power of eminent domain for use as part of municipally-owned utility systems. Although there are no recorded cases in Texas indicating that the power of eminent domain has been used by municipalities in Texas in recent times to acquire electric distribution systems, there can be no assurance that one or more municipalities will not seek to acquire some or all of Entergy Texas’ electric distribution facilities while System Restoration Bonds remain outstanding. The Financing Act specifies that
    - 30 -


Page
system restoration charges approved by a Texas commission order shall be collected by an electric utility as well as its “successors.” In the servicing agreement, Entergy Texas will covenant to assert in an appropriate forum that any municipality that acquires any portion of Entergy Texas’ electric distribution facilities must be treated as a successor to Entergy Texas under the Financing Act and the financing order and that retail customers in such municipalities remain responsible for payment of system restoration charges. However, the involved municipality might assert that it should not be treated as a successor to Entergy Texas for these purposes and that its distribution customers are not responsible for payment of system restoration charges. In any such cases, there can be no assurance that the system restoration charges will be collected from customers of municipally-owned utilities who were formerly customers of Entergy Texas. Any decrease in the retail electric customer base from which system restoration charges are collected might result in missing payments or payment delays and lengthened weighted average life of the System Restoration Bonds.
SERVICING RISKS
Inaccurate consumption or collection forecasting might reduce scheduled payments on the System Restoration Bonds.
The system restoration charges are generally assessed based on forecasted customer usage, which includes both kilowatts demanded and kilowatt-hours of electricity consumed by retail customers. The amount and the rate of system restoration charge collections will depend in part on actual electricity usage and the amount of collections and write-offs for each customer class. If the servicer inaccurately forecasts either electricity consumption or customer delinquency or charge-offs when setting or adjusting the system restoration charges, there could be a shortfall or material delay in system restoration charge collections, which might result in missed or delayed payments of principal and interest and lengthened weighted average life of the System Restoration Bonds. Please read “Entergy Texas’ Financing Order—Statutory True-Ups—Credit Risk” and “The Servicing Agreement—True-Up Adjustment Process” in this prospectus.
Inaccurate forecasting of electricity consumption by the servicer might result from, among other things:
unanticipated weather or economic conditions, resulting in less electricity consumption than forecasted;
general economic conditions, including the economic downturn caused by COVID-19 pandemic, being worse than expected, causing retail electric customers to migrate from the Entergy Texas service territory or reduce their electricity consumption;
the occurrence of a natural disaster, such as hurricanes, tropical storms, ice or snowstorms and floods or an act of terrorism, cyber-attacks or other catastrophic event;
unanticipated changes in the market structure of the electric industry;
customers accounting for a significant portion of Entergy Texas’ revenues or sales ceasing to do business or leaving the service territory;
customers consuming less electricity than anticipated because of increased energy prices, unanticipated increases in conservation efforts or unanticipated increases in electric usage efficiency;
    - 31 -


Page
differences or changes in forecasting methodology; or
customers unexpectedly switching to alternative sources of energy, including self-generation of electric power.
Inaccurate forecasting of delinquency or charge-off rates by the servicer might also result from, among other things:
unexpected deterioration of the economy or the unanticipated declaration of a moratorium on terminating electric service to customers in the event of extreme weather, other natural disaster or other catastrophic event, any of which would cause greater delinquencies or charge-offs than expected or force Entergy Texas or (if retail competition is authorized) retail electric providers to grant additional payment relief to more customers; or
any unanticipated change in law that makes it more difficult for Entergy Texas or (if retail competition is authorized) retail electric providers to terminate service to nonpaying customers or that requires Entergy Texas or retail electric providers to apply more lenient credit standards in accepting retail electric customers.
Your investment in the System Restoration Bonds depends on Entergy Texas or its successor or assignee, acting as servicer of the transition property.
Entergy Texas, as servicer, will be responsible for, among other things, calculating, billing and collecting the system restoration charges from retail electric customers or, if competition is introduced in Entergy Texas’ service territory, retail electric providers, submitting requests to the Texas commission to adjust these charges, monitoring the collateral for the System Restoration Bonds and taking certain actions in the event of non-payment by a retail electric customer, or retail electric provider, if applicable. The trustee’s receipt of collections in respect of the system restoration charges, which will be used to make payments on System Restoration Bonds, will depend in part on the skill and diligence of the servicer in performing these functions. The systems that the servicer has in place for system restoration charge billings and collections, together with the PUCT regulations governing retail electric providers, might, in particular circumstances, cause the servicer to experience difficulty in performing these functions in a timely and completely accurate manner. If the servicer fails to make collections for any reason, then the servicer’s payments to the trustee in respect of the system restoration charges might be delayed or reduced. In that event, our payments on the System Restoration Bonds might be delayed or reduced.
If we replace Entergy Texas as the servicer, we may experience difficulties finding and using a replacement servicer.
Under certain circumstances, Entergy Texas may resign as servicer, or the trustee, the PUCT or certain bondholders may remove Entergy Texas as servicer. Please read “The Servicing Agreement—Matters Regarding the Servicer” and “The Servicing Agreement—Rights Upon a Servicer Default” in this prospectus. Under the financing order, the appointment of a successor servicer and the annual servicing fee payable to a successor servicer require PUCT approval if it exceeds 0.60% of the initial principal balance of the System Restoration Bonds. In addition, the servicing fee for any replacement servicer may not exceed 0.60% of the initial principal balance of the System Restoration Bonds unless the PUCT consents and the rating agency condition is satisfied. Please read “The Servicing Agreement—Servicing Compensation” in this prospectus. Also, any successor servicer might have less experience and ability than Entergy Texas and might experience difficulties in collecting system restoration charges and determining appropriate adjustments to the system restoration charges, and billing and/or
    - 32 -


Page
payment arrangements may change, resulting in delays or disruptions of collections. A successor servicer might charge fees that are substantially higher than the fees paid to Entergy Texas as servicer. In the event of the commencement of a case by or against the servicer under the United States Bankruptcy Code or similar laws, we and the trustee might be prevented from effecting a transfer of servicing due to operation of the Bankruptcy Code. Any of these factors and others might delay the timing of payments and may reduce the value of your investment.
Terrorist attacks, cyber attacks, system failures or data breaches of Entergy Texas’ or its suppliers’ technology systems could limit Entergy Texas’ ability to service the transition property.
Entergy Texas operates in a business that requires evolving information technology systems that include sophisticated data collection, processing systems, software, network infrastructure, and other technologies that are becoming more complex and may be subject to mandatory and prescriptive reliability and security standards. The functionality of Entergy Texas’ technology systems depends on its own and its suppliers’ and their contractors’ technology. Suppliers’ and their contractors’ technology systems to which Entergy Texas is connected directly or indirectly support a variety of business processes and activities to store sensitive data, including (i) intellectual property, (ii) proprietary business information, (iii) personally identifiable information of customers and employees, and (iv) data with respect to invoicing and the collection of payments, accounting, procurement, and supply chain activities. Any significant failure or malfunction of such information technology systems could result in loss of data or disruptions of operations.
There have been attacks and threats of attacks on energy infrastructure by cyber actors, including those associated with foreign governments. As an operator of critical infrastructure, Entergy Texas faces heightened risk of an act or threat of terrorism, cyber attacks, and data breaches, whether as a direct or indirect act against one of Entergy Texas’ generation, transmission or distribution facilities, operations centers, infrastructure, or information technology systems used to manage, monitor, and transport power to customers and perform day-to-day business functions. An actual act could affect Entergy’s ability to operate, including its ability to operate the information technology systems and network infrastructure on which it relies to conduct business.
Given the rapid technological advancements of existing and emerging threats, Entergy Texas’ technology systems remain inherently vulnerable despite implementations and enhancements of the multiple layers of security and controls. If Entergy Texas’ technology systems were compromised and unable to detect or recover in a timely fashion to a normal state of operations, Entergy Texas could be unable to perform critical business functions that are essential to the company’s well-being and could result in a loss of its confidential, sensitive, and proprietary information, including personal information of its customers, employees, suppliers, and others in Entergy Texas’ care.
Any such attacks, failures or data breaches could have a material effect on Entergy Texas’ business, financial condition, results of operations or reputation. Although Entergy Texas has insurance coverage for cyber-attacks or data breaches, such insurance may not be adequate to cover all losses that might arise in connection with these events. Such events may also expose Entergy to an increased risk of litigation (and associated damages and fines). Consequently, such attacks, failure or data breaches could impact Entergy Texas’ ability to service the transition property, including its ability to bill, collect and remit the system restoration charges and, therefore, might delay the timing of payments on the System Restoration Bonds and may reduce the value of your investment.
    - 33 -


Page
It may be difficult to collect system restoration charges from other parties who may bill retail customers in the future.
If retail competition is ever introduced into Entergy Texas’ service territory, then retail electric customers will pay the system restoration charges not to Entergy Texas, but to retail electric providers who supply them with electric power. The retail electric providers will be responsible for billing retail customers and will be obligated to remit to the servicer payments of the system restoration charges, less a specified percentage allowance for charge-offs of delinquent customer accounts, within 35 days of billing from the servicer, even if they do not collect the system restoration charges from retail electric customers. Please read “Future Retail Electric Providers” in this prospectus. Because the retail electric providers would bill most retail electric customers for the system restoration charges, we will have to rely on a relatively small number of entities for the collection of the bulk of the system restoration charges.
Failure by the retail electric providers, if any, to remit system restoration charges to the servicer might cause delays in payments on the System Restoration Bonds and adversely affect your investment in the System Restoration Bonds. The servicer will not pay any shortfalls resulting from the failure of any retail electric provider to forward system restoration charge collections.
Adjustments to the system restoration charges and any credit support provided by a retail electric provider, while available to compensate for a failure by a retail electric provider to pay the system restoration charges to the servicer, might not be sufficient to protect the value of your investment in the System Restoration Bonds. Please read “Entergy Texas’ Financing Order—Statutory True-Ups–Credit Risk” and “The Servicing Agreement—True-Up Adjustment Process” in this prospectus.
PURA provides for one or more retail electric providers in each area that is open to retail competition to be designated the “provider of last resort” for that area or for specified customer classes. The provider of last resort is required to offer basic electric service to retail customers in its designated area, regardless of the creditworthiness of the customer. The provider of last resort might face greater difficulty in bill collection than other retail electric providers and therefore the servicer may face greater difficulty in collecting system restoration charges from the provider of last resort.
Retail electric providers, if retail competition ever commences in Entergy Texas’ service territory, may issue a single bill to individual retail customers that includes all charges related to the purchase of electricity, without separately itemizing the system restoration charge component of the bill. A retail electric provider’s use of a consolidated bill might increase the risk that customers who have claims against the retail electric provider will attempt to offset those claims against system restoration charges or increase the risk that, in the event of a bankruptcy of a retail electric provider, a bankruptcy court would find that the retail electric provider has an interest in the transition property and would make it more difficult to terminate the services of a bankrupt retail electric provider or collect system restoration charges from its customers.
Competitive metering services might result in unexpected problems in receiving accurate metering data.
As part of the restructuring of the Texas electric industry, certain metering services can be provided on a competitive basis to commercial and industrial customers, and third parties are permitted to perform metering services and provide metering data to the servicer that the servicer will utilize in calculating and billing system restoration charges. The Texas commission has adopted a rule under which ERCOT, the entity designated by the Texas commission to administer the competitive retail market in Texas, establishes and periodically revises a list of qualifying competitive meters. The Texas commission’s rule also provides for testing of
    - 34 -


Page
competitive meters, for data management, and for the use of meter data for billing by transmission and distribution utilities.
As retail competition has not been introduced into Entergy Texas’ service territory, competitive metering is not available to commercial and industrial customers in Entergy Texas’ service territory. However, it is possible it may be available in the future.
Since third parties may not have previously performed metering services in Entergy Texas’ service territory, there might be unforeseen problems in converting to the third-party’s metering system, in taking accurate meter readings and in collecting and processing accurate metering data following the conversion to competitive metering. Inaccurate metering data might lead to inaccuracies in the calculation and imposition of system restoration charges and might give rise to disputes between the servicer and REPs regarding payments resulting in missing or delayed payments of principal and interest and a lengthened weighted average life of the System Restoration Bonds.
Limits on rights to terminate service might make it more difficult to collect the system restoration charges.
The financing order expressly provides that we may authorize the servicer to disconnect service for nonpayment of system restoration charges to the same extent as an electric utility. Moreover, if the servicer is billing customers for system restoration charges, the servicer may terminate transmission and distribution service to the customer for non-payment of system restoration charges pursuant to the applicable rules of the Texas commission. Nonetheless, Texas statutory requirements and the rules and regulations of the Texas commission, which may change from time to time, regulate and control the right to disconnect service. For example, Entergy Texas generally may not terminate service to a retail customer on (1) a weekend day or holiday, (2) a day when the previous day’s high temperature did not exceed 32 degrees Fahrenheit and the temperature is predicted to remain at or below that level for the next 24 hours or (3) a day for which the National Weather Service issues a heat advisory for any county in Entergy Texas’ service territory, or when a heat advisory has been issued for either of the two prior calendar days. In addition, the Texas commission may provide for disconnection moratoria in connection with the ongoing COVID-19 pandemic, as it did in 2020, or in connection with other emergencies. To the extent these retail electric customers do not pay for their electric service, Entergy Texas will not be able to collect system restoration charges from these retail electric customers. Although retail electric providers would have to pay the servicer the system restoration charges on behalf of those customers (subject to any charge-off allowance and annual reconciliation rights), if retail competition commences in Entergy Texas’ service territory, continuing service to non-paying customers could affect the ability of retail electric providers to make such payment.
Future adjustments to system restoration charges by customer class might result in insufficient collections.
The customers who pay system restoration charges are divided into customer classes. System restoration charges will be allocated among customer classes and assessed in accordance with the formula specified in the financing order.
A shortfall in collections of system restoration charges in one customer class may be corrected by making adjustments to the system restoration charges payable by that customer class and any other customer class. If enough customers in a class fail to pay system restoration charges or cease to be customers, the servicer might have to substantially increase the system restoration charges for the remaining customers in that customer class and for other customer classes. These increases could lead to further unanticipated failures by the remaining customers
    - 35 -


Page
to pay system restoration charges, thereby increasing the risk of a shortfall in funds to pay the System Restoration Bonds.
RISKS ASSOCIATED WITH THE UNUSUAL NATURE OF THE TRANSITION PROPERTY
We will not receive system restoration charges in respect of electric service provided more than 15 years from the date of issuance of the System Restoration Bonds.
Entergy Texas will not be entitled to charge system restoration charges for electricity delivered after the fifteenth anniversary of the issuance of the System Restoration Bonds. If system restoration charges collected for electricity delivered through the fifteenth anniversary of the System Restoration Bonds are not sufficient to repay the System Restoration Bonds in full, no other funds will be available to pay the unpaid balance due on the System Restoration Bonds.
Foreclosure of the trustee’s lien on the transition property for the System Restoration Bonds might not be practical, and acceleration of the System Restoration Bonds before maturity might have little practical effect.
Under the Financing Act and the indenture, the trustee or the system restoration bondholders have the right to foreclose or otherwise enforce the lien on the transition property securing the System Restoration Bonds. However, in the event of foreclosure, there is likely to be a limited market, if any, for the transition property. Therefore, foreclosure might not be a realistic or practical remedy. Moreover, although principal of the System Restoration Bonds will be due and payable upon acceleration of the System Restoration Bonds before maturity, system restoration charges likely would not be accelerated and the nature of our business will result in principal of the System Restoration Bonds being paid as funds become available. If there is an acceleration of the System Restoration Bonds, all tranches of the System Restoration Bonds will be paid pro rata; therefore, some tranches might be paid earlier than expected and some tranches might be paid later than expected.
STORM RELATED RISK
Storm damage to Entergy Texas’ operations could impair payment of the System Restoration Bonds.
Entergy Texas’ service territory has, periodically, been impacted by hurricanes and other severe storms. In August 2020 and October 2020, Hurricane Laura and Hurricane Delta caused extensive damage to Entergy Texas’s service territory. The storm resulted in widespread power outages, significant damage primarily to distribution and transmission infrastructure, and the loss of sales during the power outages. Similarly, the winter storms and extreme cold temperatures that impacted much of the southern United States in February 2021 affected Entergy Texas’s operational assets and the availability of generation across the area. Future storms could have similar or more drastic effects. Transmission and/or distribution facilities could be damaged or destroyed and usage of electricity could be interrupted temporarily, reducing the collections of system restoration charges. There could be longer-lasting weather-related adverse effects on residential and commercial development and economic activity in Entergy Texas’ service territory, which could cause the per-kWh system restoration charge to be greater than expected. Legislative action adverse to the bondholders might be taken in response, and such legislation, if challenged as violative of the State Pledge, might be defended on the basis of public necessity. Please read “The Financing Act—The Financing Act and other provisions of PURA authorizes utilities to recover hurricane and other weather-related costs through the issuance of bonds” and “—Entergy Texas and Other Utilities May Securitize Qualified Costs—State Pledge” in this prospectus.
    - 36 -


Page
RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR THE SERVICER
For a more detailed discussion of the following bankruptcy risks, please read “How a Bankruptcy May Affect Your Investment” in this prospectus.
The servicer will commingle the system restoration charges with other revenues it collects, which might obstruct access to the system restoration charges in case of the servicer’s bankruptcy and reduce the value of your investment in the System Restoration Bonds.
The servicer will be required to remit estimated collections to the trustee within two business days of receipt. The servicer will not segregate the system restoration charges from the other funds it collects from retail electric customers or retail electric providers (if any) or its general funds. The system restoration charges will be segregated only when the servicer pays them to the trustee.
Despite this requirement, the servicer might fail to pay the full amount of the system restoration charges to the trustee or might fail to do so on a timely basis. This failure, whether voluntary or involuntary, might materially reduce the amount of system restoration charge collections available to make payments on the System Restoration Bonds.
The Financing Act provides that the priority of a lien and security interest perfected in transition property is not impaired by the commingling of the funds arising from system restoration charges with any other funds. In a bankruptcy of the servicer, however, a bankruptcy court might rule that federal bankruptcy law takes precedence over the Financing Act and might decline to recognize our right to collections of the system restoration charges that are commingled with other funds of the servicer as of the date of bankruptcy. If so, the collections of the system restoration charges held by the servicer as of the date of bankruptcy would not be available to pay amounts owing on the System Restoration Bonds. In this case, we would have only a general unsecured claim against the servicer for those amounts. This decision could cause material delays in payments of principal or interest, or losses, on your System Restoration Bonds and could materially reduce the value of your investment in the System Restoration Bonds, particularly if it occurred in the fifteenth year of the System Restoration Bonds after the completion of which no system restoration charges can be charged.
The bankruptcy of Entergy Texas or any successor seller might result in losses or delays in payments on the System Restoration Bonds.
The Financing Act and the financing order provide that as a matter of Texas state law:
the rights and interests of a selling utility under a financing order, including the right to impose, collect and receive system restoration charges, are contract rights of the seller,
the seller may make a present transfer of its rights under a financing order, including the right to impose, collect and receive future system restoration charges that retail customers do not yet owe,
upon the transfer to us, the rights will become transition property, and transition property constitutes a present property right, even though the imposition and collection of system restoration charges depend on further acts that have not yet occurred, and
    - 37 -


Page
a transfer of the transition property from the seller or its affiliate, to us, under an agreement that expressly states the transfer is a sale or other absolute transfer, is a true sale of the transition property and not a pledge of the transition property to secure a financing by the seller.
These provisions are important to maintaining payments on the System Restoration Bonds in accordance with their terms during any bankruptcy of Entergy Texas. In addition, the transaction has been structured with the objective of keeping us legally separate from Entergy Texas and its affiliates in the event of a bankruptcy of Entergy Texas or any such affiliates.
A bankruptcy court generally follows state property law on issues such as those addressed by the State law provisions described above. However, a bankruptcy court does not follow state law if it determines that the state law is contrary to a paramount federal bankruptcy policy or interest. If a bankruptcy court in an Entergy Texas bankruptcy refused to enforce one or more of the state property law provisions described above, the effect of this decision on you as a beneficial owner of the System Restoration Bonds might be similar to the treatment you would receive in an Entergy Texas bankruptcy if the System Restoration Bonds had been issued directly by Entergy Texas. A decision by the bankruptcy court that, despite our separateness from Entergy Texas, our assets and liabilities and those of Entergy Texas should be consolidated would have a similar effect on you as a bondholder.
We have taken steps together with Entergy Texas, as the seller, to reduce the risk that in the event the seller or an affiliate of the seller were to become the debtor in a bankruptcy case, a court would order that our assets and liabilities be substantively consolidated with those of Entergy Texas or an affiliate. Nonetheless, these steps might not be completely effective, and thus if Entergy Texas or an affiliate of the seller were to become a debtor in a bankruptcy case, a court might order that our assets and liabilities be consolidated with those of Entergy Texas or an affiliate of the seller. This might cause material delays in payment of, or losses on, your System Restoration Bonds and might materially reduce the value of your investment in the System Restoration Bonds. For example:
without permission from the bankruptcy court, the trustee might be prevented from taking actions against Entergy Texas or recovering or using funds on your behalf or replacing Entergy Texas as the servicer,
the bankruptcy court might order the trustee to exchange the transition property for other property of lower value,
tax or other government liens on Entergy Texas’ property might have priority over the trustee’s lien and might be paid from collected system restoration charges before payments on the System Restoration Bonds,
the trustee’s lien might not be properly perfected in the collected transition property collections prior to or as of the date of Entergy Texas’ bankruptcy, with the result that the System Restoration Bonds would represent only general unsecured claims against Entergy Texas,
the bankruptcy court might rule that neither our property interest nor the trustee’s lien extends to system restoration charges in respect of electricity consumed after the commencement of Entergy Texas’ bankruptcy case, with the result that the System Restoration Bonds would represent only general unsecured claims against Entergy Texas,
    - 38 -


Page
we and Entergy Texas might be relieved of any obligation to make any payments on the System Restoration Bonds during the pendency of the bankruptcy case and might be relieved of any obligation to pay interest accruing after the commencement of the bankruptcy case,
Entergy Texas might be able to alter the terms of the System Restoration Bonds as part of its plan of reorganization,
the bankruptcy court might rule that the system restoration charges should be used to pay, or that we should be charged for, a portion of the cost of providing electric service, or
the bankruptcy court might rule that the remedy provisions of the sale agreement are unenforceable, leaving us with an unsecured claim for actual damages against Entergy Texas that may be difficult to prove or, if proven, to collect in full.
Furthermore, if Entergy Texas enters bankruptcy proceedings, it might be permitted to stop acting as servicer, and it may be difficult to find a third party to act as servicer. The failure of the servicer to perform its duties or the inability to find a successor servicer might cause payment delays or losses on your investment in the System Restoration Bonds. Also, the mere fact of a servicer or seller bankruptcy proceeding might have an adverse effect on the resale market for the System Restoration Bonds and on the value of the System Restoration Bonds.
The sale of the transition property might be construed as a financing and not a sale in a case of Entergy Texas’ bankruptcy which might delay or limit payments on the System Restoration Bonds.
The Financing Act provides that the characterization of a transfer of transition property as a sale or other absolute transfer will not be affected or impaired by treatment of the transfer as a financing for federal or state tax purposes or financial reporting purposes. We and Entergy Texas will treat the transaction as a sale under applicable law, although for financial reporting and income and franchise tax purposes the transaction is intended to be treated as a financing. In the event of a bankruptcy of Entergy Texas, a party in interest in the bankruptcy might assert that the sale of the transition property to us was a financing transaction and not a “sale or other absolute transfer” and that the treatment of the transaction for financial reporting and tax purposes as a financing and not a sale lends weight to that position. If a court were to characterize the transaction as a financing, we expect that we would, on behalf of ourselves and the trustee, be treated as a secured creditor of Entergy Texas in the bankruptcy proceedings, although a court might determine that we only have an unsecured claim against Entergy Texas. Even if we had a security interest in the transition property, we would not likely have access to the related system restoration charge collections during the bankruptcy and would be subject to the risks of a secured creditor in a bankruptcy case, including the possible bankruptcy risks described in the immediately preceding risk factor. As a result, repayment of the System Restoration Bonds might be significantly delayed and a plan of reorganization in the bankruptcy might permanently modify the amount and timing of payments to us of the related system restoration charge collections and therefore the amount and timing of funds available to us to pay system restoration bondholders.
If the servicer enters bankruptcy proceedings, the collections of the system restoration charges held by the servicer as of the date of bankruptcy might constitute preferences,
    - 39 -


Page
which means these funds might be unavailable to pay amounts owing on the System Restoration Bonds.
In the event of a bankruptcy of the servicer, a party in interest might take the position that the remittance of funds prior to bankruptcy of the servicer, pursuant to the servicing agreement, constitutes a preference under bankruptcy law if the remittance of those funds was deemed to be paid on account of a preexisting debt. If a court were to hold that the remittance of funds constitutes a preference, any such remittance within 90 days of the filing of the bankruptcy petition could be avoidable, and the funds could be required to be returned to the bankruptcy estate of the servicer. To the extent that system restoration charges have been commingled with the general funds of the servicer, the risk that a court would hold that a remittance of funds was a preference would increase. Also, we or the servicer may be considered an “insider” with any retail electric provider that is affiliated with us or the servicer. If the servicer or we are considered to be an “insider” of any retail electric provider, any such remittance made within one year of the filing of the bankruptcy petition could be avoidable as well if the court were to hold that such remittance constitutes a preference. In either case, we or the trustee would merely be an unsecured creditor of the servicer. If any funds were required to be returned to the bankruptcy estate of the servicer, we would expect that the amount of any future system restoration charges would be increased through the statutory true-up mechanism to recover such amount.
Claims against Entergy Texas or any successor seller might be limited in the event of a bankruptcy of the seller.
If the seller were to become a debtor in a bankruptcy case, claims, including indemnity claims, by us against the seller under the sale agreement and the other documents executed in connection with the sale agreement would be unsecured claims and would be adjudicated in the bankruptcy case. In addition, the bankruptcy court might estimate any contingent claims that we have against the seller and, if it determines that the contingency giving rise to these claims is unlikely to occur, estimate the claims at a lower amount. A party in interest in the bankruptcy of the seller might challenge the enforceability of the indemnity provisions in a sale agreement. If a court were to hold that the indemnity provisions were unenforceable, we would be left with a claim for actual damages against the seller based on breach of contract principles, which would be subject to estimation and/or calculation by the court. We cannot give any assurance as to the result if any of the above-described actions or claims were made. Furthermore, we cannot give any assurance as to what percentage of their claims, if any, unsecured creditors would receive in any bankruptcy proceeding involving the seller.
The bankruptcy of Entergy Texas or any successor seller might limit the remedies available to the trustee.
Upon an event of default for the System Restoration Bonds under the indenture, the Financing Act permits the trustee to enforce the security interest in the related transition property in accordance with the terms of the indenture. In this capacity, the trustee is permitted to request the Texas commission or a Travis County, Texas district court to order the sequestration and payment to bondholders of all revenues arising with respect to the related transition property. There can be no assurance, however, that the Texas commission or the Travis County, Texas district court would issue this order after an Entergy Texas bankruptcy in light of the automatic stay provisions of Section 362 of the United States Bankruptcy Code. In that event, the trustee would be required to seek an order from the bankruptcy court lifting the automatic stay to permit this action by the Texas court, and an order requiring an accounting and segregation of the revenues arising from the transition property. There can be no assurance that a court would grant either order. Any failure to grant such order could result in losses or material delays in payment on the System Restoration Bonds and could materially reduce the value of your investment.
    - 40 -


Page
RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF FUTURE RETAIL ELECTRIC PROVIDERS IF RETAIL COMPETITION IS INTRODUCED
As described under “The Depositor, Seller, Initial Servicer and Sponsor—Competition”, if the provisions of PURA remain unchanged and Entergy Texas remains a member of MISO, as successor to Southeastern Electric Reliability Council, or SERC, it is possible, but not likely, that there will be any competing retail electric providers within the term that the System Restoration Bonds are outstanding. Nonetheless, it is possible that retail competition may be introduced into Entergy Texas’ service territory. If retail competition is introduced into Entergy Texas’ service territory, REPs, and not Entergy Texas, will collect the system restoration charges from customers. In such event, the following risks may arise. Please read “Future Retail Electric Providers“ in this prospectus.
If retail competition is introduced into Entergy Texas' service territory, retail electric providers will collect the system restoration charges and may commingle such charges with other revenues they collect. This may cause losses on or reduce the value of your investment in the System Restoration Bonds in the event a retail electric provider enters bankruptcy proceedings.
If retail competition is introduced into Entergy Texas’ service territory, REPs, and not Entergy Texas, will collect the system restoration charges from customers. A retail electric provider is not required under Texas commission rules to segregate from its general funds the system restoration charges it collects, but is required to remit to the servicer amounts billed to it for system restoration charges, less an amount relating to expected customer charge-offs, within 35 days of the billing by the servicer. A retail electric provider nevertheless might fail to remit the full amount of the system restoration charges owed to the servicer or might fail to do so on a timely basis. This failure, whether voluntary or involuntary, might materially reduce the amount of system restoration charge collections available on the next payment date to make timely payments on the System Restoration Bonds.
The Financing Act provides that the priority of a perfected lien on transition property will not be impaired by the commingling of these funds with other funds. In a bankruptcy of a retail electric provider, however, a bankruptcy court might rule that federal bankruptcy law takes precedence over the Financing Act and does not recognize our right to receive the collected system restoration charges that are commingled with other funds of a retail electric provider as of the date of bankruptcy. If so, the collections of the system restoration charges held by a retail electric provider as of the date of bankruptcy would not be available to pay amounts owing on the System Restoration Bonds. In this case, we would have only a general unsecured claim against the retail electric provider for those amounts. This decision might cause material delays in payments of principal or interest or losses on your System Restoration Bonds and could materially reduce the value of your investment in the System Restoration Bonds, particularly if it occurred in the fifteenth year of the System Restoration Bonds after the completion of which no system restoration charges can be charged. Please read “How a Bankruptcy May Affect Your Investment” in this prospectus.
If a retail electric provider enters bankruptcy proceedings, any cash deposit of the retail electric provider held by the trustee might not be available to cover amounts owed by the retail electric provider.
If a retail electric provider does not have the credit rating required by the financing order, it may nevertheless qualify to act as a retail electric provider if, among other alternatives, it provides a cash deposit equal to two months' maximum expected system restoration charge collections. Those cash deposits will be held by the trustee for the benefit of the bondholders. If the retail electric provider becomes bankrupt, the trustee would be stayed from applying that cash
    - 41 -


Page
deposit to cover amounts owed by the retail electric provider absent relief from the court, and the trustee might be required to return that cash deposit to the retail electric provider's bankruptcy estate if the bankruptcy court determines there is no valid right of set-off or recoupment. In that case, the issuing entity might only have an unsecured claim for any amounts owed by the retail electric provider in the retail electric provider's bankruptcy proceedings.
If a retail electric provider enters bankruptcy proceedings, system restoration charge payments made by that retail electric provider to the servicer might constitute preferences, and the servicer may be required to return such funds to the bankruptcy estate of the retail electric provider.
In the event of a bankruptcy of a retail electric provider, a party in interest might take the position that the remittance of funds by the retail electric provider to the servicer, pursuant to the financing order, prior to bankruptcy constitutes a preference under bankruptcy law if the remittance of those funds was deemed to be paid on account of a preexisting debt. If a court were to hold that the remittance of funds constitutes preferences, any remittance of such funds made within 90 days of the filing of the bankruptcy petition might be avoidable, and the funds might be required to be returned to the bankruptcy estate of the retail electric provider by us or the servicer. To the extent that system restoration charges have been commingled with the general funds of the retail electric provider, the risk that a court would hold that a remittance of funds was a preference would increase. Also, we or the servicer might be considered an “insider” with any retail electric provider that is affiliated with us or the servicer. If the servicer or we are considered to be an “insider” of the retail electric provider, any such remittance made within one year of the filing of the bankruptcy petition could be avoidable as well if the court were to hold that such remittance constitutes a preference. In either case, we or the servicer would merely be an unsecured creditor of the retail electric provider. If any funds were required to be returned to the bankruptcy estate of the retail electric provider, we would expect that the amount of any future system restoration charges would be increased through the true-up mechanism to recover the amount returned.
Furthermore, the mere fact of a retail electric provider bankruptcy proceeding could have an adverse effect on the resale market for the System Restoration Bonds and on the value of the System Restoration Bonds. Please read “How a Bankruptcy May Affect Your Investment” in this prospectus
OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE SYSTEM RESTORATION BONDS
Entergy Texas’ indemnification obligations under the sale and servicing agreements are limited and might not be sufficient to protect your investment in the System Restoration Bonds.
Entergy Texas is obligated under the sale agreement to indemnify us and the trustee, for itself and on behalf of the system restoration bondholders, only in specified circumstances and will not be obligated to repurchase any transition property in the event of a breach of any of its representations, warranties or covenants regarding the transition property. Similarly, Entergy Texas is obligated under the servicing agreement to indemnify us and the trustee, for itself and on behalf of the system restoration bondholders, and the Texas commission only in specified circumstances. Please read “The Sale Agreement” and “The Servicing Agreement” in this prospectus.
Neither the trustee nor the system restoration bondholders will have the right to accelerate payments on the System Restoration Bonds as a result of a breach under the sale agreement or servicing agreement, absent an event of default under the indenture relating to the System Restoration Bonds as described in “Description of the System Restoration Bonds—Events of
    - 42 -


Page
Default; Rights Upon Event of Default.” Furthermore, Entergy Texas might not have sufficient funds available to satisfy its indemnification obligations under these agreements, and the amount of any indemnification paid by Entergy Texas might not be sufficient for you to recover all of your investment in the System Restoration Bonds. In addition, if Entergy Texas becomes obligated to indemnify system restoration bondholders, the then-current ratings on the System Restoration Bonds will likely be downgraded as a result of the circumstances causing the breach and the fact that system restoration bondholders will be unsecured creditors of Entergy Texas with respect to any of these indemnification amounts. Entergy Texas will not indemnify any person for any loss, damages, liability, obligation, claim, action, suit or payment resulting solely from a downgrade in the ratings on the bonds, or for any consequential damages, including any loss of market value of the bonds resulting from a default or a downgrade of the ratings of the bonds. Please read “The Sale Agreement—Seller Representations and Warranties and “—Indemnification” in this prospectus.
The credit ratings are no indication of the expected rate of payment of principal on the System Restoration Bonds.
We expect the System Restoration Bonds will receive credit ratings from two nationally recognized statistical rating organizations (NRSRO). A rating is not a recommendation to buy, sell or hold the System Restoration Bonds. The ratings merely analyze the probability that we will repay the total principal amount of the System Restoration Bonds at the final maturity date (which is later than the scheduled final payment date) and will make timely interest payments. The ratings are not an indication that the rating agencies believe that principal payments are likely to be paid on time according to the expected sinking fund schedule.
Under Rule 17g-5 of the Exchange Act, NRSROs providing the sponsor with the requisite certification will have access to all information posted on a website by the sponsor for the purpose of determining the initial rating and monitoring the rating after the closing date in respect of the System Restoration Bonds. As a result, an NRSRO other than the NRSRO hired by the sponsor (the hired NRSRO) may issue ratings on the System Restoration Bonds (Unsolicited Ratings), which may be lower, and could be significantly lower, than the ratings assigned by the hired NRSROs. The Unsolicited Ratings may be issued prior to, or after, the closing date in respect of the System Restoration Bonds. Issuance of any Unsolicited Rating will not affect the issuance of the System Restoration Bonds. Issuance of an Unsolicited Rating lower than the ratings assigned by the hired NRSRO on the System Restoration Bonds might adversely affect the value of the System Restoration Bonds and, for regulated entities, could affect the status of the System Restoration Bonds as a legal investment or the capital treatment of the System Restoration Bonds. Investors in the System Restoration Bonds should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the rating of a hired NRSRO. None of Entergy Texas, us, the underwriters or any of their affiliates will have any obligation to inform you of any Unsolicited Ratings assigned after the date of this prospectus. In addition, if we or Entergy Texas fail to make available to a non-hired NRSRO any information provided to any hired NRSRO for the purpose of assigning or monitoring the ratings on the System Restoration Bonds, a hired NRSRO could withdraw its ratings on the System Restoration Bonds, which could adversely affect the market value of your System Restoration Bonds and/or limit your ability to resell your System Restoration Bonds.
Alternatives to purchasing electricity through Entergy Texas’ distribution facilities may be more widely utilized by retail electric customers in the future.
Broader use of distributed generation by retail electric customers may result from customers’ changing perceptions of the merits of utilizing existing generation technology, tax or other economic incentives or from technological developments resulting in smaller-scale, more fuel efficient, more environmentally friendly and/or more cost effective distributed generation.
    - 43 -


Page
Moreover, an increase in distributed generation may result if extreme weather conditions result in shortages of grid-supplied energy or if other factors cause grid-supplied energy to be less reliable. Electric customers within the Entergy Texas service territory whose load is served by an on-site power production facility with a rated capacity of 10 megawatts or less are not required to pay system restoration charges under the Financing Act except for system restoration charges associated with services actually provided by Entergy Texas. Therefore, more widespread use of distributed generation might allow greater numbers of retail customers to reduce or eliminate their payment of system restoration charges causing system restoration charges to remaining customers to increase, thereby increasing the risk of a shortfall in funds to pay the System Restoration Bonds.
The absence of a secondary market for the System Restoration Bonds might limit your ability to resell your System Restoration Bonds.
The underwriters for the System Restoration Bonds might assist in resales of the System Restoration Bonds, but they are not required to do so. A secondary market for the System Restoration Bonds might not develop, and we do not expect to list the System Restoration Bonds on any securities exchange. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your System Restoration Bonds. Please read “Plan of Distribution” in this prospectus.
You might receive principal payments for the System Restoration Bonds later than you expect.
The amount and the rate of collection of the system restoration charges for the System Restoration Bonds, together with the related system restoration charge adjustments, will generally determine whether there is a delay in the scheduled repayments of System Restoration Bond principal. If the servicer collects the system restoration charges at a slower rate than expected from any retail electric provider, it might have to request adjustments of the system restoration charges. If those adjustments are not timely and accurate, you might experience a delay in payments of principal and interest and a decrease in the value of your investment in the System Restoration Bonds.
Entergy Texas may cause the issuance of additional transition property or similar property through another affiliated entity.
Entergy Texas has previously sold property created pursuant to financing orders to other subsidiaries of Entergy Texas in connection with the issuance of System Restoration Bonds. Entergy Texas may in the future sell property similar to the transition property to one or more entities other than us in connection with the issuance of a new issuance of bonds similar to the Series 2009 Transition Bonds or System Restoration Bonds, or similarly authorized types of bonds in any such case without your prior review or approval. Any new issuance may include terms and provisions that would be unique to that particular issue. We may not issue additional transition bonds or System Restoration Bonds.
Entergy Texas has covenanted in the sale agreement not to sell property similar to the transition property to other entities issuing transition bonds or System Restoration Bonds if the issuance would result in the credit ratings on the System Restoration Bonds being reduced or withdrawn. In the event a customer does not pay in full all amounts owed under any bill, including system restoration charges, Entergy Texas, as servicer, is required to allocate any resulting shortfalls in system restoration charges ratably based on the amounts of system restoration charges owing in respect of the bonds, amounts owing to Texas Restoration LLC in respect of 2009 Transition Bonds issued by it, and any amounts owing to any subsequently created affiliate of Entergy Texas which issues System Restoration Bonds, transition bonds, or
    - 44 -


Page
similar bonds. However, we cannot assure you that any new issuance would not cause reductions or delays in payment of your System Restoration Bonds.
Regulatory provisions affecting certain investors could adversely affect the liquidity of the System Restoration Bonds.
European Union (EU) legislation comprising Regulation (EU) 2017/2402 of 12 December 2017 (as amended, the EU Securitization Regulation) together with any guidance published in relation thereto by the European Banking Authority, the European Securities and Markets Authority, the European Insurance and Occupational Pensions Authority or the European Commission and any relevant regulatory and/or implementing technical standards adopted by the European Commission in relation thereto or to precedent legislation (together, the European Securitization Rules) imposes certain restrictions and obligations with regard to securitisations (as such term is defined for purposes of the EU Securitization Regulation). The European Securitization Rules are in force throughout the EU in respect of securitisations the securities of which were issued (or the securitisation positions of which were created) on or after January 1, 2019.
Pursuant to Article 5 of the European Securitization Rules, EU Institutional Investors, prior to investing in, (or otherwise holding an exposure to) a securitisation (as so defined) other than the originator, sponsor or original lender (each as defined in the EU Securitization Regulation), must, amongst other things, (a) where the originator or original lender is established in a third country (that is, not within the EU or the EEA), verify that the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness, (b) verify that the originator, sponsor or original lender retains on an ongoing basis a material net economic interest which, in any event, shall not be less than 5% in the securitisation, determined in accordance with Article 6 of the EU Securitization Regulation, and discloses that risk retention to such EU Institutional Investors in accordance with Article 7 of the EU Securitization Regulation, and (c) verify that the originator, sponsor or relevant securitisation special purpose entity (SSPE) has, where applicable, made available information as required by Article 7 of the EU Securitization Regulation in accordance with the frequency and modalities provided for in that Article (which sets out transparency requirements for originators, sponsors and SSPEs), and (d) carry out a due-diligence assessment which enables the EU Institutional Investor (as defined below) to assess the risks involved, considering at least (i) the risk characteristics of the securitisation position and the underlying exposures, and (ii) all the structural features of the securitisation that can materially impact the performance of the securitisation position.
EU Institutional Investors include: (a) insurance undertakings and reinsurance undertakings as defined in Directive 2009/138/EC, as amended; (b) institutions for occupational retirement provision falling within the scope of Directive (EU) 2016/2341 (subject to certain exceptions), and certain investment managers and authorized entities appointed by such institutions; (c) alternative investment fund managers as defined in Directive 2011/61/EU which manage and/or market alternative investment funds in the EU; (d) certain internally-managed investment companies authorized in accordance with Directive 2009/65/EC, and managing companies as defined in that Directive; (e) credit institutions as defined in Regulation (EU) No 575/2013 (CRR) (and certain consolidated affiliates thereof); and (f) investment firms as defined in CRR (and certain consolidated affiliates thereof).
With respect to the United Kingdom (UK), relevant UK established or UK regulated persons (as described below) are subject to the restrictions and obligations of the EU Securitization Regulation directly applicable in the UK adopted as part of UK domestic law by
    - 45 -


Page
operation of the European Union (Withdrawal) Act 2018 as amended by the European Union (Withdrawal) Act 2020 (as amended, the EUWA), and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (together with the EUWA, the EU Exit Regulations), (the UK Securitization Regulation) and as further amended from time to time.
The UK Securitization Regulation, together with (a) all applicable binding secondary legislation, technical standards or implementing technical standards made under the UK Securitization Regulation (in each case, as amended, varied or substituted from time to time), (b) any EU regulatory technical standards or implementing technical standards relating to the EU Securitization Regulation (including such regulatory technical standards or implementing technical standards) that are applicable and binding in the UK pursuant to EU Exit Regulations and subject to any transitional directions from the Financial Conduct Authority (the FCA), (c) all relevant guidance, policy statements or directions relating to the application of the UK Securitization Regulation (or any binding technical standards) published by the FCA, the Bank of England, the UK pensions regulator (the Pensions Regulator) and/or the Prudential Regulation Authority (the PRA) (or their successors), (d), any other transitional direction and any transitional relief of the FCA, the Bank of England, the PRA, the Pensions Regulator (or their successors) and (e) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitization Regulation, in each case, as may be further amended, supplemented or replaced, from time to time, are referred to in this prospectus as the UK Securitization Rules.
Article 5 of the UK Securitization Regulation places certain conditions on investments in a “securitisation” (as defined in the UK Securitization Regulation) by a UK Institutional Investor. UK Institutional Investors include: (a) an insurance undertaking as defined in section 417(1) of the Financial Services And Markets Act 2000 (as amended, the FSMA); (b) a reinsurance undertaking as defined in section 417(1) of the FSMA; (c) an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the UK, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995 that, in respect of activity undertaken pursuant to that appointment, is authorized for the purposes of section 31 of the FSMA; (d) an alternative investment fund manager as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulation 2013 that markets or manages alternative investments funds (as defined in regulation 3 of the Alternative Investment Fund Managers Regulation 2013) in the UK; (e) a management company as defined in section 237(2) of the FSMA; (f) an undertaking for collective investment in transferable securities as defined by section 236A of the FSMA, which is an authorized open ended investment company as defined in section 237(3) of the FSMA; and (g) a CRR firm as defined in Regulation (EU) No 575/2013, as it forms part of UK domestic law by virtue of the EU Exit Regulations (and certain consolidated affiliates thereof).
Prior to investing in (or otherwise holding an exposure to) a “securitisation position” (as defined in the UK Securitization Regulation), a UK Institutional Investor, other than the originator, sponsor or original lender (each as defined in the UK Securitization Regulation), must, among other things: (a) verify that, where the originator or original lender is established in a third country (i.e. not within the UK), the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing those credits and has effective systems in place to apply those criteria and processes to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness; (b) verify that, if established in the third country (i.e. not within the UK), the originator, sponsor or original lender retains on an ongoing basis a material net economic interest that, in any event, shall not be less than 5%, determined in accordance with Article 6 of the UK Securitization Regulation, and discloses the risk retention to the affected UK Institutional Investors; (c) verify that, where established in a third country (i.e. not within the UK), the originator, sponsor or relevant securitisation special
    - 46 -


Page
purpose entity, where applicable, made available information that is substantially the same as that which it would have made available under Article 7 of the UK Securitization Regulation (which sets out certain transparency requirements) if it had been established in the UK and has done so with such frequency and modalities as are substantially the same as those with which it would have made information available if it had been established in the UK; and (d) carry out a due-diligence assessment that enables the UK Institutional Investor to assess the risks involved, considering at least (i) the risk characteristics of the securitisation position and the underlying exposures and (ii) all the structural features of the securitisation that can materially impact the performance of the securitisation position.
The issuing entity and Entergy Texas do not believe that the bonds fall within the definition of a “securitisation” for purposes of the EU Securitization Regulation or the UK Securitization Regulation as there is no tranching of credit risk associated with exposures under the transactions described in this prospectus.
Therefore, the issuing entity and Entergy Texas believe such transactions are not subject to the European Securitization Rules or the UK Securitization Rules. As such, neither the issuing entity nor Entergy Texas, nor any other party to the transactions described in this prospectus, intend, or are required under the transaction documents, to retain a material net economic interest in respect of such transactions, or to take, or to refrain from taking, any other action, in a manner prescribed or contemplated by the European Securitization Rules or the UK Securitization Rules. In particular, no such person undertakes to take, or to refrain from taking, any action for purposes of compliance by any investor (or any other person) with any requirement of the European Securitization Rules or the UK Securitization Rules to which such investor (or other person) may be subject at any time. However, if a competent authority were to take a contrary view and determine that the transactions described in this prospectus do constitute a securitisation for purposes of the EU Securitization Regulation or the UK Securitization Regulation, then any failure by an EU Institutional Investor or a UK Institutional Investor (as applicable) to comply with any applicable European Securitization Rules or UK Securitization Rules (as applicable) with respect to an investment in the bonds may result in the imposition of a penalty regulatory capital charge on that investment or of other regulatory sanctions and remedial measures.
Consequently, the bonds may not be a suitable investment for EU Institutional Investors or UK Institutional Investors. As a result, the price and liquidity of the bonds in the secondary market may be adversely affected.
Prospective investors are responsible for analyzing their own legal and regulatory position and are advised to consult with their own advisors and any relevant regulator or other authority regarding the scope, applicability and compliance requirements of the European Securitization Rules and the UK Securitization Rules, and the suitability of the bonds for investment. Neither the issuing entity nor Entergy Texas, nor any other party to the transactions described in this prospectus, make any representation as to any such matter, or have any liability to any investor (or any other person) for any non-compliance by any such person with the European Securitization Rules, the UK Securitization Rules or any other applicable legal, regulatory or other requirements.
If the investment of collected system restoration charges and other funds held by the trustee in the collection account results in investment losses or the investments become illiquid, you may receive payment of principal and interest on the System Restoration Bonds later than you expect.
Funds held by the trustee in the collection account and cash collateral provided by retail electric providers will be invested in eligible investments at the written direction of the servicer. Eligible investments include money market funds having a rating from Moody’s and S&P of
    - 47 -


Page
“Aaa” and “AAA,” respectively. Although investments in these money market funds have traditionally been viewed as highly liquid with a low probability of principal loss, illiquidity and principal losses have been experienced by investors in certain of these funds as a result of disruptions in the financial markets in recent years. If investment losses or illiquidity is experienced, you might experience a delay in payments of principal and interest and a decrease in the value of your investment in the System Restoration Bonds.
REVIEW OF TRANSITION PROPERTY
Pursuant to the rules of the SEC, Entergy Texas, as sponsor, has performed, as described below, a review of the transition property underlying the System Restoration Bonds. As required by these rules, the review was designed and effected to provide reasonable assurance that disclosure regarding the transition property is accurate in all material respects. Entergy Texas did not engage a third party in conducting its review.
The System Restoration Bonds will be secured under the indenture by the indenture’s trust estate. The principal asset of the indenture’s trust estate is the transition property relating to the System Restoration Bonds. The transition property is a present property right authorized and created pursuant to the Financing Act and an irrevocable financing order. The transition property includes the irrevocable right to impose, collect and receive nonbypassable system restoration charges in amounts sufficient to pay scheduled principal and interest and other amounts and charges in connection with the System Restoration Bonds. System Restoration Charges are payable by all retail customers within Entergy Texas’ service territory who consume electricity that is delivered through the distribution system. Customers who switch to new on-site generation with a rated capacity of greater than 10 MW capable of being lawfully delivered to a site without use of Entergy Texas’ distribution or transmission facilities and which was not, on or before the date the financing order was issued, either (A) a fully operational facility, or (B) a project supported by substantially complete filings for all necessary site-specific environmental permits under the rules of the Texas Commission on Environmental Quality must also pay the system restoration charge. During the 12 months ended December 31, 2020, Entergy Texas' total retail electric deliveries were approximately 32.9% residential, 23.4% commercial, 42.2% industrial, and 1.4% government and municipal. During the nine months ended September 30, 2021, Entergy Texas’ total retail electric deliveries were approximately 32.6% residential, 22.6% commercial, 43.6% industrial, and 1.3% government and municipal.
The transition property is not a static pool of receivables or assets. System restoration charges authorized in the financing order that relate to the transition property are irrevocable and not subject to reduction, impairment, or adjustment by further action of the PUCT except that system restoration charges are subject to annual and semi-annual and other interim true-up adjustments to correct overcollections or undercollections and to provide the expected recovery of amounts sufficient to timely provide all scheduled payments of debt service and other required amounts and charges in connection with the System Restoration Bonds. There is no “cap” on the level of system restoration charges that may be imposed on consumers of electricity in the Entergy Texas Central Division to meet scheduled principal of and interest on the System Restoration Bonds. All revenues and collections resulting from system restoration charges provided for in the financing order that relate to the System Restoration Bonds are part of the transition property. The transition property relating to the System Restoration Bonds is described in more detail under “Description of the Transition Property” in this prospectus.
In the financing order, the PUCT, among other things:
orders that Entergy Texas, as servicer, shall collect from all retail customers in Entergy Texas’ service territory required to pay or collect system restoration charges under the financing order, system restoration charges in an amount
    - 48 -


Page
sufficient to provide for the timely payment of principal and interest on the System Restoration Bonds,
orders that upon the transfer of the transition property to us by Entergy Texas, we shall have all of the rights, title and interest of Entergy Texas with respect to the transition property, and
guarantees that it will act under the financing order as expressly authorized by the Financing Act to ensure that expected system restoration charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the System Restoration Bonds.
Please read “The Financing Act” and “Entergy Texas’ Financing Order” in this prospectus for more information.
The characteristics of transition property are unlike the characteristics of assets underlying mortgage and other commercial asset securitizations because transition property is a creature of statute and state regulatory commission proceedings. Because the nature and characteristics of the transition property and many elements of the System Restoration Bonds securitization are set forth and constrained by the Financing Act, Entergy Texas, as sponsor, does not select the assets to be securitized in ways common to many securitizations. Moreover, the System Restoration Bonds do not contain origination or underwriting elements similar to typical mortgage or other loan transactions involved in other forms of asset-backed securities. The Financing Act and the PUCT require the imposition on, and collection of system restoration charges from, existing and future retail electric customers located within the Entergy Texas service territory subject to limited exceptions. Since the system restoration charges are assessed against all such retail customers and the true-up adjustment mechanism adjusts for the impact of customer defaults, the collectability of the system restoration charges is not ultimately dependent upon the credit quality of particular Entergy Texas customers, as would be the case in the absence of the true-up adjustment mechanism.
The review by Entergy Texas of the transition property underlying the System Restoration Bonds has involved a number of discrete steps and elements as described in more detail below. First, Entergy Texas has analyzed and applied the Financing Act’s requirements for securitization of system restoration costs in seeking approval of the PUCT for the issuance of the financing order and in its proposal with respect to the characteristics of the transition property to be created pursuant to the financing order. In preparing this proposal, Entergy Texas analyzed the terms of the two previous securitizations it (or its predecessor) sponsored under the Financing Act and the practical experience gained in structuring, issuing and servicing the System Restoration Bonds issued in those prior securitizations. Entergy Texas worked with its counsel and its structuring agent in preparing the application for a financing order and with the PUCT on the terms of the financing order. Moreover, Entergy Texas worked with its counsel, its structuring agent and counsel to the underwriters in preparing the legal agreements that provide for the terms of the System Restoration Bonds and the security for the System Restoration Bonds. Entergy Texas has analyzed economic issues and practical issues for the scheduled payment of the System Restoration Bonds and reviewed its prior securitization experience in terms of impacts of economic factors, potentials for disruptions due to weather or catastrophic events and its own forecasts for customer growth as well as the historic accuracy of its prior forecasts.
In light of the unique nature of the transition property, Entergy Texas has taken (or prior to the offering of the System Restoration Bonds, will take) the following actions in connection with its review of the transition property and the preparation of the disclosure for inclusion in
    - 49 -


Page
this prospectus describing the transition property, the System Restoration Bonds and the proposed securitization:
reviewed the Financing Act and the rules and regulations of the PUCT as they relate to the transition property in connection with the preparation and filing of the application with the PUCT for the approval of the financing order in order to confirm that the application and proposed financing order satisfied applicable statutory and regulatory requirements;
actively participated in the proceeding before the PUCT relating to the approval of the requested financing order;
compared the financing order, as issued by the PUCT, to the Financing Act and the rules and regulations of the PUCT as they relate to the transition property to confirm that the financing order met such requirements;
compared the proposed terms of the System Restoration Bonds to the applicable requirements in the Financing Act, the financing order and the regulations of the PUCT to confirm that they met such requirements;
prepared and reviewed the agreements to be entered into in connection with the issuance of the System Restoration Bonds and compared such agreements to the applicable requirements in the Financing Act, the financing order and the regulations of the PUCT to confirm that they met such requirements;
reviewed the disclosure in this prospectus regarding the Financing Act, the financing order and the agreements to be entered into in connection with the issuance of the System Restoration Bonds, and compared such descriptions to the Financing Act, the financing order and such agreements to confirm the accuracy of such descriptions;
consulted with legal counsel to assess if there is a basis upon which the system restoration bondholders (or the trustee acting on their behalf) could successfully challenge the constitutionality of any legislative action by the State of Texas (including the PUCT) that could repeal or amend the Financing Act that could substantially impair the value of the transition property, or substantially reduce, alter or impair the system restoration charges;
reviewed the process and procedures in place for it, as servicer, to perform its obligations under the servicing agreement, including without limitation, billing and collecting the system restoration charges to be provided for under the transition property, forecasting system restoration charge revenues, preparing and filing applications for true-up adjustments to the system restoration charges and enforcing REP credit standards, and reviewed its experience and performance of such obligations as servicer under the two previous securitizations which it (or its predecessor) sponsored under the Financing Act;
reviewed the operation of the true-up mechanism for adjusting system restoration charge levels to meet the scheduled payments on the System Restoration Bonds and, in this context, took into account its experience with the PUCT in implementing the true-up mechanism for the two prior securitizations for which it (or its predecessor) is the sponsor; and
    - 50 -


Page
with the assistance of its structuring agent and the underwriters, prepared financial models in order to set the initial system restoration charges to be provided for under the transition property at a level sufficient to pay on a timely basis scheduled principal and interest on the System Restoration Bonds.
In connection with the preparation of such models, Entergy Texas:
reviewed (i) the historical retail electric usage and customer growth within the Entergy Texas service territory and (ii) forecasts of expected energy sales and customer growth;
reviewed its historical collection of transition charges with respect to the Series 2007 Transition Bonds (as defined below) and the Series 2009 Transition Bonds, and reviewed the resulting payment history and annual true-up adjustment experiences with respect to these bonds; and
analyzed the sensitivity of the weighted average life of the System Restoration Bonds in relation to variances in actual energy consumption levels (retail electric sales at distribution voltage) from forecasted levels and in relation to the true-up mechanism in order to assess the probability that the weighted average life of the System Restoration Bonds may be extended as a result of such variances, and in the context of the operation of the true-up mechanism for adjustment of system restoration charges to address under or overcollections in light of scheduled payments on the System Restoration Bonds.
As a result of this review, Entergy Texas has concluded that:
the transition property, the financing order and the agreements to be entered into in connection with the issuance of the System Restoration Bonds meet in all material respects the applicable statutory and regulatory requirements;
the disclosure in this prospectus regarding the Financing Act, the financing order and the agreements to be entered into in connection with the issuance of the System Restoration Bonds is as of its date, accurate in all material respects;
the servicer has adequate processes and procedures in place to perform its obligations under the servicing agreement;
system restoration charge revenues, as adjusted from time to time as provided in the Financing Act and the financing order, are expected to be sufficient to pay on a timely basis scheduled principal and interest on the System Restoration Bonds; and
the design and scope of Entergy Texas’ review of the transition property as described above is effective to provide reasonable assurance that the disclosure regarding the transition property in this prospectus is accurate in all material respects.
    - 51 -


Page
THE FINANCING ACT
The Financing Act and other provisions of PURA authorize utilities to recover hurricane and other weather-related costs through the issuance of bonds.
The Financing Act was enacted by the Texas legislature in April 2009 and became effective on April 16, 2009. The System Restoration Amendments amended the Public Utility Regulatory Act to, among other things, provide for recovery of system restoration costs incurred by electric utilities as a result of hurricanes, tropical storms, ice or snow storms, floods and other weather-related events and natural disasters occurring in calendar year 2008 or after, permit electric utilities to recover “qualified costs” through the issuance of system restoration bonds pursuant to and supported by an irrevocable financing order issued by the PUCT, and permit the PUCT to impose an irrevocable nonbypassable system restoration charge on all retail electric customers, subject to limited exceptions, within a utility’s certificated service territory for payment of system restoration bonds.
A Texas utility must apply to the Texas commission for a financing order under the Financing Act to authorize the issuance of System Restoration Bonds. Entergy Texas applied for a financing order under the Financing Act, which was issued by the Texas commission on January 14, 2022.
Entergy Texas and Other Utilities May Securitize Qualified Costs
We May Issue System Restoration Bonds to Recover Entergy Texas’ System Restoration Costs.
The Financing Act authorizes the Texas commission to issue financing orders approving the issuance of System Restoration Bonds in series to recover certain qualified costs of an electric utility, including system restoration costs and the cost of carrying system restoration costs. A utility, its successors or a third-party assignee of a utility may issue System Restoration Bonds. The Financing Act requires the proceeds of the System Restoration Bonds to be used only for the purpose of reducing the amount of recoverable system restoration costs, as determined by the Texas commission, through the refinancing or retirement of utility debt or equity and the payment of up-front qualified costs. The System Restoration Bonds are secured by and payable from transition property, which includes the right to impose, collect and receive system restoration charges. System Restoration Bonds may have a maximum maturity of 15 years. Under the Financing Act, system restoration costs are to be functionalized and allocated to customers in the same manner as the corresponding facilities and related expenses are functionalized and allocated in a utility’s current base rates. The system restoration charges may be based on the energy consumption, and for some classes, the energy demand of the customer classes. System restoration charges can be imposed only when and to the extent that system restoration bonds are issued.
The Financing Act contains a number of provisions designed to facilitate the securitization of qualified costs.
Creation of Transition Property.
Under the Financing Act, transition property is created when the rights and interests of an electric utility or successor under a financing order, including the right to impose, collect and receive system restoration charges authorized in the financing order, are first transferred to an assignee, such as us, or pledged in connection with the issuance of System Restoration Bonds.
A Financing Order is Irrevocable.
    - 52 -


Page
A financing order, once effective, together with the system restoration charges authorized in the financing order, is irrevocable and not subject to reduction, impairment, or adjustment by the Texas commission, except for adjustments pursuant to the Financing Act in order to correct overcollections or undercollections and to provide that sufficient funds are available to provide on a timely basis for payments of debt service and other required amounts in connection with the System Restoration Bonds. Although a financing order is irrevocable, the Financing Act allows for applicants to apply for one or more new financing orders to provide for retiring and refunding System Restoration Bonds if such retirement or refunding would result in lower system restoration charges.
State Pledge.
Under the Financing Act, the State of Texas has pledged, for the benefit and protection of system restoration bondholders and Entergy Texas, that it will not take or permit any action that would impair the value of the transition property, or, except for adjustments discussed in “Entergy Texas’ Financing Order—Statutory True-ups—Credit Risk” and “The Servicing Agreement—True-Up Adjustment Process,” reduce, alter, or impair the system restoration charges to be imposed, collected and remitted to system restoration bondholders until the principal, interest and premium, if any, and any other charges incurred and contracts to be performed in connection with the related System Restoration Bonds have been paid and performed in full. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in this prospectus.
Constitutional Matters.
To date, no federal or Texas cases addressing the repeal or amendment of securitization provisions analogous to those contained in the Financing Act have been decided. There have been cases in which federal courts have applied the Contract Clause of the United States Constitution and Texas courts have applied the Contract Clause of the Texas Constitution to strike down legislation regarding similar matters, such as legislation reducing or eliminating taxes, public charges or other sources of revenues servicing other types of bonds issued by public instrumentalities or private issuers, or otherwise substantially impairing or eliminating the security for bonds or other indebtedness. Based upon this case law, Norton Rose Fulbright US LLP expects to deliver an opinion, prior to the closing of the offering of the System Restoration Bonds described in this prospectus, to the effect that a reviewing court of competent jurisdiction, in a properly prepared and presented case, would conclude that the State Pledge constitutes a contractual relationship with the bondholder and therefore the system restoration bondholders (or the trustee acting on their behalf) could, absent a demonstration that such action was necessary to serve a significant and legitimate public purpose, challenge successfully the constitutionality under the United States Constitution of any repeal or amendment of the Financing Law or other legislation passed by the State of Texas that becomes law or any action of the Texas commission exercising legislative powers that would limit, alter, impair or reduce the value of the transition property or the system restoration charges so as to substantially impair (i) the terms of the indenture or the System Restoration Bonds or (ii) the rights and remedies of the system restoration bondholders (or the trustee acting on their behalf) prior to the time that the System Restoration Bonds are fully paid and discharged. Based upon this case law, Duggins Wren Mann & Romero, LLP expects to deliver an opinion, prior to the closing of the offering of the System Restoration Bonds described in this prospectus to the effect that the pledge described above provides a basis upon which the bondholders (or the trustee acting on their behalf) could challenge successfully in the Texas state courts under the Contract Clause of the Texas Constitution the constitutionality of any legislation passed by the Texas Legislature that repeals the State Pledge or limits, alters, impairs or reduces the value of the transition property so as to cause a substantial impairment under the Contract Clause of the Texas Constitution of (i) the terms of the indenture or the System Restoration Bonds or (ii) the rights and remedies of the
    - 53 -


Page
bondholders (or the trustee acting on their behalf) prior to the time the System Restoration Bonds are fully paid and discharged (other than a law passed by the Legislature in the valid exercise of the State’s police power necessary to safeguard the public safety and welfare). Such opinion is also expected to conclude that any such substantial impairment of a legislative character by the Texas commission would be treated in the same manner, and subject to the same qualifications, as such impairment legislation passed by the Texas Legislature.
In addition, any action of the Texas legislature adversely affecting the transition property or the ability to collect system restoration charges may be considered a “taking” under the United States or Texas Constitutions. Each of Norton Rose Fulbright US LLP and Duggins Wren Mann & Romero, LLP has advised us that they are not aware of any federal or Texas court cases, respectively, addressing the applicability of the Takings Clause of the United States or Texas Constitution in a situation analogous to that which would be involved in an amendment or repeal of the Financing Act. Assuming a Takings Clause analysis were applied under the United States Constitution, Norton Rose Fulbright US LLP expects to render an opinion, prior to the closing of the offering of the System Restoration Bonds described in this prospectus, to the effect that under existing case law, the State of Texas would be required under the United States Constitution to pay just compensation to the bondholders if the State were to repeal or amend the Financing Act, or if the Texas commission were to amend or revoke the financing order or take any other action in contravention of the State Pledge, in either case which (i) permanently appropriates a substantial property interest of the bondholders in the related transition property or denies all economically productive use of the related transition property; or (ii) destroys the related transition property, other than in response to emergency conditions; or (iii) substantially reduces, alters or impairs the value of the related transition property so as to unduly interfere with the bondholders’ reasonable expectations arising from their investments in the System Restoration Bonds. In determining what is an undue interference, a court would consider the nature of the governmental action and weigh the public purpose served thereby against the degree to which it interferes with the legitimate property interests and distinct investment-backed expectations of the bondholders. Assuming a Takings Clause analysis were applied under the Texas Constitution, Duggins Wren Mann & Romero, LLP expects to render an opinion, prior to the closing of the offering of the System Restoration Bonds described in this prospectus, to the effect that under existing case law, a Texas state court would find a compensable taking under the Takings Clause of the Texas Constitution if (a) it concludes that the related transition property is property of a type protected by the Takings Clause of the Texas Constitution and (b) the State of Texas (including the Texas commission) takes action that, without paying just compensation to the bondholders, (i) permanently appropriates the transition property or denies all economically productive use of the transition property; or (ii) destroys the transition property, other than in response to emergency conditions; or (iii) substantially reduces, alters or impairs the value of the transition property, if the action unduly interferes with the bondholders’ reasonable investment-backed expectations. In examining whether action of the Texas legislature amounts to a regulatory taking, both federal and state courts will consider the character of the governmental action and whether such action substantially advances the State’s legitimate governmental interests, the economic impact of the governmental action on the bondholders, and the extent to which the governmental action interferes with distinct investment-backed expectations.
In connection with the foregoing, each of Norton Rose Fulbright US LLP and Duggins Wren Mann & Romero, LLP has advised us that no reported controlling judicial precedents are directly on point on issues relating to the Contract and Takings Clauses of the United States and Texas Constitutions as applied to bondholder interests discussed in their opinions. Accordingly, their respective analyses are necessarily reasoned applications of judicial decisions involving similar or analogous circumstances. Consequently, there can be no assurance that a court will follow such firms’ respective reasoning or reach the conclusions that they believe current judicial precedent supports. The opinions described above also will be subject to the other qualifications included in them. The degree of impairment necessary to meet the standards for relief under a
    - 54 -


Page
Takings Clause analysis or Contract Clause analysis could be substantially in excess of what a bondholder would consider material. There can be no assurance that any such award of just compensation would be sufficient to pay the full amount of principal of and interest on the System Restoration Bonds or would be sufficient for you to recover fully your investment in the System Restoration Bonds.
For a discussion of risks associated with potential judicial, legislative or regulatory actions, please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in this prospectus.
The Texas Commission May Adjust System Restoration Charges.
The Financing Act requires the Texas commission to provide in all financing orders a mechanism requiring that system restoration charges be adjusted at least annually. The purposes of these adjustments are:
to correct any overcollections or undercollections during the preceding 12 months, and
to provide for the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the System Restoration Bonds.
System Restoration Charges Are Nonbypassable.
The Financing Act provides that the system restoration charges are nonbypassable subject to the terms of the financing order. “Nonbypassable” means that a utility collects these charges from all existing retail customers of a utility and all future retail customers located within the utility’s certificated service area as it existed on the date of the financing order. Retail customers with new on-site power generation facilities with rated capacities of 10 MW or less may avoid paying system restoration costs with respect to energy generated at such facilities. Customers who switch to new on-site generation with a rated capacity of greater than 10 MW capable of being lawfully delivered to a site without use of Entergy Texas’ distribution or transmission facilities and which was not, on or before the date the financing order was issued, either (A) a fully operational facility, or (B) a project supported by substantially complete filings for all necessary site-specific environmental permits under the rules of the Texas Commission on Environmental Quality may not avoid the system restoration charge.
The Financing Act Protects the Bondholders’ Lien on Transition Property.
The Financing Act provides that a valid and enforceable lien and security interest in transition property may be created only by a financing order and the execution and delivery of a security agreement in connection with the issuance of the System Restoration Bonds. The security interest automatically attaches from the time value is received by the issuer of the System Restoration Bonds and, on perfection through filing of a notice with the Secretary of State of Texas, such security interest will be a continuously perfected lien and security interest in the transition property.
Upon perfection, the statutorily created lien attaches both to transition property and to all proceeds of transition property, whether the related system restoration charges have accrued or not, and shall have priority in the order of filing and take precedence over any subsequent judicial or other lien creditor. The Financing Act provides that the transfer of an interest in transition property will be perfected against all third parties, including subsequent judicial or other lien creditors, when:
•        the financing order becomes effective,
•        transfer documents have been delivered to the assignee, and
    - 55 -


Page
•        a notice of the transfer has been filed with the Secretary of State of Texas.
If the notice of the transfer is filed within 10 days after the delivery of transfer documentation, perfection is retroactive to the date value was received. Otherwise, the transfer is perfected against third parties as of the date the notice is filed. The Financing Act provides that priority of security interests in transition property will not be impaired by:
•    commingling of funds arising from system restoration charges with other funds, or
•    modifications to the financing order resulting from any true-up adjustment.
Please read “Risk Factors—Risks Associated with the Unusual Nature of the Transition Property” in this prospectus.
The Financing Act Characterizes the Transfer of Transition Property as a True Sale.
The Financing Act provides that an electric utility’s or an assignee’s transfer of transition property is a “true sale” under Texas law and is not a secured transaction and that legal and equitable title passes to the transferee, if the agreement governing that transfer expressly states that the transfer is a sale or other absolute transfer. Please read “The Sale Agreement” and “Risk Factors—Risks Associated with Potential Bankruptcy Proceedings of the Seller or the Servicer” in this prospectus.
The Financing Act Provides a Tax Exemption.
The Financing Act provides that “transactions involving the transfer and ownership of transition property and the receipt of system restoration charges are exempt from state and local income, sales, franchise, gross receipts and other taxes or similar charges.”
ENTERGY TEXAS’ FINANCING ORDER
Determination of Entergy Texas’ System Restoration Costs to be Financed Through the System Restoration Bonds
On April 16, 2021, Entergy Texas filed an application to determine the system restoration costs related to Hurricanes Laura and Delta and Winter Storm Uri which it was entitled to recover under the Financing Act. The application also requested approval to securitize the projected balance of an existing regulatory asset consisting of Commission-approved system restoration costs related to Hurricane Harvey. On July 9, 2021, Entergy Texas filed an application with the Texas commission seeking authority to securitize and cause the issuance of System Restoration Bonds in the amount of $294.5 million of system restoration costs, plus costs of issuing the System Restoration Bonds.
On December 2, 2021, the Texas commission issued a cost recovery order determining that Entergy Texas was entitled to recover $242.9 million of system restoration costs, plus carrying costs on the system restoration costs through the issuance date of the System Restoration Bonds, plus $13.3 million relating to a system restoration regulatory asset, plus all other qualified costs, to be determined by the Texas commission in the securitization proceeding.
On November 18, 2021, Entergy Texas filed a unanimous settlement agreement resolving all issues relating to the securitization proceeding.
On January 14, 2022, the Texas commission issued its financing order which authorized Entergy Texas to securitize and cause to be issued System Restoration Bonds, with the aggregate principal consisting of: (i) $242.9 in system restoration costs, plus carrying costs on such amount to the issuance date of the System Restoration Bonds, plus (ii) $13.3 million relating to a system restoration regulatory asset, plus (iii) up-front qualified costs. The financing order requires Entergy Texas to update the up-front qualified costs in the issuance advice letter to reflect the actual issuance date and other more current information. The financing order authorizes Entergy
    - 56 -


Page
Texas to cause System Restoration Bonds to be issued to securitize the updated aggregate principal amount reflected in the issuance advice letter in accordance with the terms of the financing order.
Pursuant to the financing order of the Texas commission relating to the System Restoration Bonds:
the Texas commission or its designated representative has a decision-making role co-equal with Entergy Texas with respect to the structuring and pricing of the System Restoration Bonds and all matters related to the structuring and pricing of the System Restoration Bonds will be determined through a joint decision of Entergy Texas and the Texas commission or its designated representative;
Entergy Texas is directed to take all necessary steps to ensure that the Texas commission or its designated representative is provided sufficient and timely information to allow the Texas commission or its designated representative to fully participate in, and exercise its decision making power over, the proposed securitization, and
the servicer must file on our behalf all true-up adjustments required under the order.
In addition, the indenture governing the System Restoration Bonds will require the servicer on our behalf to submit certain reports to the Texas commission.
We have also agreed that certain reports concerning system restoration charge collections will be provided to the Texas commission.
In the financing order, the Texas commission guarantees that it will take specific actions pursuant to the irrevocable financing order as expressly authorized by the Financing Act to ensure that expected system restoration charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the System Restoration Bonds and other costs, including fees and expenses, in connection with the System Restoration Bonds. Such financing order, pursuant to the provisions of the Financing Act, is irrevocable and is not subject to reduction, impairment or adjustment by further action of the Texas commission, except as contemplated by the periodic true-up adjustments. The financing order also provides that the true-up mechanism and all other obligations of the State of Texas and the Texas commission set forth in the irrevocable financing order are direct, explicit, irrevocable and unconditional upon issuance of the System Restoration Bonds, and are legally enforceable against the State of Texas and the Texas commission. Please read “Risk Factors—Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in this prospectus.
Collection of System Restoration Charges
The financing order authorizes Entergy Texas to collect system restoration charges from retail electric consumers or, in the future if retail competition is ever introduced into Entergy Texas' service territory, any retail electric providers serving retail electric customers, in Entergy Texas' service territory in an amount sufficient to provide for timely recovery of Entergy Texas' aggregate qualified costs which include principal and interest and certain ongoing fees and expenses associated with the System Restoration Bonds. There is no “cap” on the level of system restoration charges that may be imposed on consumers of electricity to pay on a timely basis scheduled principal and interest on the System Restoration Bonds. However, we may not charge system restoration charges for the System Restoration Bonds for electricity delivered after the fifteenth anniversary of the date of issuance of the System Restoration Bonds.
    - 57 -


Page
Issuance Advice Letter
Not later than the end of the first business day after the pricing of the System Restoration Bonds and prior to their issuance, Entergy Texas is required to file with the Texas commission an issuance advice letter, which will:
demonstrate compliance with the requirements of the financing order,
evidence the actual terms on which the System Restoration Bonds will be issued,
show the actual dollar amount of the initial system restoration charges relating to the System Restoration Bonds,
identify the transition property relating to the System Restoration Bonds we will purchase,
identify us,
certify that, based on information reasonably available, the structuring and pricing of the System Restoration Bonds will result in the lowest system restoration bond charges consistent with market conditions and the terms of the financing order, and
to update the benefit analyses to verify that the final system restoration bond structure and pricing satisfies the statutory financial tests.
The issuance advice letter becomes effective on the date of issuance of the System Restoration Bonds unless the Texas commission issues an order, prior to noon on the fourth business day after the determination of the final terms of the System Restoration Bonds that the proposed issuance does not comply with the requirements of the Financing Act or the financing order. The Texas commission's review of the issuance advice letter will be limited to confirming the arithmetic accuracy of the calculations and verifying compliance with the specific requirements contained in the issuance advice letter.
Tariff
We are required, prior to the issuance of any System Restoration Bonds, to complete and file a tariff in the form attached to the financing order. The tariff establishes the initial system restoration charges. It also implements the minimum requirements for any future retail electric providers which collect system restoration charges, the procedures for periodic adjustments to the system restoration charges, the procedures for any future retail electric providers to remit system restoration charge payments and the annual procedures allowing retail electric providers to reconcile remittances with actual charge-offs. Please read “Description of the Transition Property—Tariff; System Restoration Charges” in this prospectus.
Statutory True-Ups
The Financing Act mandates that system restoration charges be adjusted at least annually to correct any overcollections or undercollections, due to any reason, in the preceding 12 months and to ensure the expected recovery of amounts sufficient to timely provide payment of all amounts due on the System Restoration Bonds. The servicer is also required under the financing order to timely make mandatory interim true-up adjustments semi-annually if the servicer forecasts that system restoration charge collections during the next 12-month period will be insufficient to timely make all scheduled payments of principal and interest on the system restoration bonds and any other amounts payable in respect of the system restoration bonds, including amounts required to replenish the capital subaccount to its required level. These
    - 58 -


Page
required debt service payments and other amounts are sometimes referred to as the “periodic payment requirement.” If there are any system restoration bonds outstanding following the scheduled final payment date of the latest maturing tranche of the bonds, the servicer is also required under the financing order to make mandatory interim true-up adjustments quarterly, which adjustments will be calculated in a manner so that all bonds are expected to be paid on the Payment Date next following such quarterly true-up adjustment. True-up adjustments may also be made by the servicer under the financing order more frequently at any time, without limits as to frequency, in order to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the system restoration bonds.
True-up adjustments will be based upon the cumulative differences between the periodic payment requirement and the amount of system restoration charge remittances to the trustee. In order to provide for adequate revenues from the system restoration charges, the servicer will calculate the adjusted system restoration charges using its most recent forecast of electric consumption and its most current estimates of ongoing transaction-related expenses (the “periodic billing requirement”). The calculation of the system restoration charges will also reflect both a projection of uncollectible system restoration charges and a projection of payment lags between the billing and collection of system restoration charges based upon Entergy Texas’ and the REPs’ most recent experience regarding collection of system restoration charges. Under the financing order, the servicer will (a) allocate the upcoming period’s periodic billing requirement based on the allocation factors approved in the financing order; (b) calculate undercollections or overcollections, including without limitation any caused by REP defaults, from the preceding period in each class by subtracting the previous period’s system restoration charge revenues collected from each class from the periodic billing requirement determined for that class for the same period; (c) sum the amounts allocated to each customer class in steps (a) and (b) to determine an adjusted periodic billing requirement for each system restoration charge customer class; and (d) divide the amount assigned to each customer class in step (c) above by the appropriate forecasted billing units to determine the system restoration charge rate by class for the upcoming period.
The Texas commission must be given at least 15 days' notice prior to making either the annual true-up adjustment or an interim true-up adjustment. In the event any correction to a true-up adjustment due to mathematical errors in the calculation of the adjustment or otherwise is necessary, it will be made in a future true-up adjustment.
The financing order also provides for a non-standard true-up procedure if the forecasted billing units for one or more of the customer classes for an upcoming period decrease by more than 10% compared to the threshold billing units for such class set forth in the financing order. The purpose of the non-standard true-up is to reallocate the system restoration charges among the customer classes in order to avoid overburdening the remaining members of a customer class the size of which has decreased significantly. Please read “The Servicing Agreement—True-Up Adjustment Process” in this prospectus. For the non-standard true-up, the servicer will make a filing with the Texas commission at least 90 days before the date that the system restoration charges to be imposed in connection with such non-standard true-up are to go into effect. The servicer will issue appropriate notice of the filing and the Texas commission will conduct a contested case proceeding on the proposed non- standard true-up. The scope of the proceeding will be limited to determining whether the proposed adjustment complies with the financing order. The Texas commission will issue a final order by the proposed true-up adjustment date specified by the servicer in the non-standard true-up filing. If the Texas commission cannot issue an order by that date, the servicer may implement the proposed adjustments and any modifications subsequently ordered by the Texas commission will be made by the servicer in the next true-up filing.
There is no “cap” on the level of system restoration charges that may be imposed on retail electric customers as a result of the true-up process. Through the true-up mechanism, which
    - 59 -


Page
adjusts for undercollections of system restoration charges due to any reason, retail electric customers share in the liabilities of all other retail electric customers for the payment of system restoration charges.
In the irrevocable financing order, the Texas commission guarantees that it will act under the financing order as expressly authorized by the Financing Act to ensure that expected system restoration charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the system restoration bonds and other costs, including fees and expenses, in connection with the bonds.
Statutory True-Ups—Credit Risk
The State of Texas has pledged in the Financing Act that it will not take or permit any action that would impair the value of the transition property, or, except as permitted in connection with a true-up adjustment authorized by the Financing Act, reduce, alter or impair the system restoration charges until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the System Restoration Bonds, have been paid and performed in full.
The broad-based true-up mechanism and the State Pledge described above, along with our bankruptcy remoteness from Entergy Texas and the collection account, will serve to minimize if not effectively eliminate, for all practical purposes and circumstances, any credit risk to the payment of the System Restoration Bonds (i.e., that sufficient system restoration charges will be assessed and collected to discharge all principal and interest obligations when due). The Texas commission has made a finding to such effect in the financing order. Please read “The Financing Act —Entergy Texas and Other Utilities May Securitize Qualified Costs”, “Risk Factors”, including among others, “—Risks Associated with Potential Judicial, Legislative or Regulatory Actions,” “—Servicing Risks”, and “—Risks Associated with Potential Bankruptcy Proceedings of the Seller or the Servicer” and please also read “Cautionary Statement Regarding Forward-Looking Information” in this prospectus.
Allocation
Under the terms of the Financing Act and the financing order, Entergy Texas will functionalize and allocate system restoration costs to customers in the same manner as the corresponding facilities and related expenses are functionalized and allocated in a utility's current base rates. The percentages described below under “Description of the Transition Property—Tariff; System Restoration Charges” show the resulting allocation of cost responsibility based upon Entergy Texas' current base rate case.
Adjustments to Allocation of System Restoration Charges
In the financing order, the Texas commission requires Entergy Texas and any successor servicer under certain circumstances to request adjustments to the allocation of the system restoration charges among various classes of customers as described under “Description of the Transition Property—Tariff; System Restoration Charges.”
Servicing Agreement
In the financing order, the Texas commission authorized Entergy Texas, as the servicer, to enter into the servicing agreement described under “The Servicing Agreement” in this prospectus.
Binding on Successors
The financing order, along with the system restoration charges authorized in the financing order, is binding on:
Entergy Texas,
    - 60 -


Page
any successor to Entergy Texas that provides transmission and distribution service directly to retail customers in Entergy Texas' service territory,
any other entity that provides transmission or distribution service to retail customers within Entergy Texas' service territory, and any successor to such other entity,
each retail electric provider that sells electric energy to retail customers located within Entergy Texas' service territory, or any such retail electric provider's successor,
any other entity responsible for billing and collecting system restoration charges on our behalf, and
any successor to the Texas commission.
DESCRIPTION OF THE TRANSITION PROPERTY
Creation of Transition Property; Financing Order
The Financing Act defines transition property as the rights and interests of an electric utility or successor under a financing order, including the right to impose, collect and receive system restoration charges, which charges include amounts to be charged to recover system restoration costs, established in the financing order. Transition property becomes property at the time that it is first transferred to an assignee or pledged in connection with the issuance of system restoration bonds, such as the System Restoration Bonds. The System Restoration Bonds will be secured by transition property, as well as the other collateral described under “Security for the System Restoration Bonds.”
In addition to the right to impose, collect and receive system restoration charges, the financing order:
authorizes the transfer of transition property to us and the issuance of System Restoration Bonds;
establishes procedures for periodic true-up adjustments to system restoration charges in the event of overcollection or undercollection;
implements guidelines for REPs who collect system restoration charges; and
provides that the financing order is irrevocable and not subject to reduction, impairment, or adjustment by further act of the Texas commission (except for the periodic adjustments to the system restoration charges).
A form of issuance advice letter and a form of tariff is attached to the financing order. We will complete and file both documents with the Texas commission not later than the end of the first business day after the pricing of the System Restoration Bonds. The issuance advice letter confirms to the Texas commission the interest rate and expected sinking fund schedule for the System Restoration Bonds and sets forth the actual dollar amount of the initial system restoration charges as described above under “Entergy Texas' Financing OrderIssuance Advice Letter.” The Texas commission's review of the issuance advice letter will be limited to confirming the arithmetic accuracy of the calculations and to compliance with the specific requirements contained in the issuance advice letter.
    - 61 -


Page
Tariff; System Restoration Charges
The tariff establishes the initial system restoration charges. It also, in the event that retail competition is ever introduced into Entergy Texas' service territory, provides the minimum requirements for REPs which collect system restoration charges, the procedures for periodic adjustments to the system restoration charges, the procedures for REPs to remit system restoration charge payments and the annual procedures allowing REPs to reconcile remittances with actual charge-offs. In no event will system restoration charges provided for in the tariff be assessed for services provided after 15 years from the issuance of the System Restoration Bonds
The system restoration charges will be payable by all existing and future retail customers located within Entergy Texas' service territory who consume electricity that is delivered through the distribution system or who produce energy from certain new on-site generation. Please read “The Financing Act—System Restoration Charges Are Nonbypassable” in this prospectus. The defined classes of system restoration charge retail customers are
Residential - This service is applicable for all domestic purposes in single family residences or individual apartments.
Small General Service - This service is applicable to non-residential customers using 20 kW or less of demand. The Small General Service class also includes Municipal Traffic Signal Service and Unmetered Services.
General Service - This service is applicable to non-residential customers who contract for not less than 5 kW but not more than 2,500 kW of electric service.
Large General Service - This service is applicable to non-residential customers who contract for not less than 300 kW but not more than 2,500 kW of electric service.
Large Industrial Power Service – Distribution Only - this service is applicable to non-residential customers who contract for not less than 2,500 kW of electric service at Distribution Voltage (less than 69 kilovolts), including any distribution-level customers taking service under Pipeline Pumping Service and Interruptible Service.
Large Industrial Power Service – Trans. and Distribution - This service is applicable to non-residential customers who contract for not less than 2,500 kW of electric service. The Large Industrial Power Service class also includes customers taking service under Pipeline Pumping Service and Interruptible Service.
Standby and Maintenance Service - This service is applicable to non-residential customers who have their own generation equipment and who contract for Standby and Maintenance Service from Entergy Texas.
Street and Outdoor Lighting - This class includes Area Lighting Service which provides security or flood lighting services provided on end-use customers' premises and Street and Highway Lighting Service.
Because of differences in the tariff rate for each class of retail customers and the provisions of the Financing Act, the system restoration charges payable by each class of retail customers will differ. The Financing Act requires that system restoration charges be functionalized and allocated to Entergy Texas' customers in the same manner as the
    - 62 -


Page
corresponding facilities and related expenses are functionalized and allowed in Entergy Texas’ current base rates.
Set forth below are the initial allocation percentages for the eight system restoration charge retail customer classes (system restoration charges for the Large Industrial Power Service – Distribution Only and Standby and Maintenance Service system restoration charge classes are derived from the Large Industrial Power Service allocation of system restoration costs), each of which was adopted in the financing order issued by the Texas commission.
System Restoration Charge Retail Customer Class Allocation Percentages
System Restoration Charge Retail Customer Class
Allocation Percentage
Residential 59.78685
Small General Service 4.12778
General Service 22.39789
Large General Service 6.00311
Large Industrial Power Service 4.55186
Street and Outdoor Lighting 3.13251
The system restoration charges will be billed on a kilowatt-hour, non-demand metered basis. Each new retail electric customer will be assigned to the appropriate customer class.
The initial system restoration charge would represent approximately    % of the total bill received by a 1,000 kWh residential customer of Entergy Texas in its service territory as of                 . When combined with the system restoration charges related to the Series 2009 Transition Bonds, the cumulative system restoration charges would represent approximately    % of the total bill.
Billing and Collection Terms and Conditions
System restoration charges will be assessed by the servicer, for our benefit as owner of the transition property, based on a retail customer's actual consumption of electricity or electric demand from time to time. System restoration charges will be collected by the servicer directly from retail customers as part of its normal collection activities. If and when retail competition is introduced into Entergy Texas' service territory, system restoration costs will be collected by the servicer from any REP that collects system restoration charges. Please read “Future Retail Electric Providers” in this prospectus. System restoration charges will be deposited by the servicer into the collection account under the terms of the indenture and the servicing agreement. The servicer will deposit in the collection account estimated payments of system restoration charges on each business day.
The obligation to pay system restoration charges is not subject to any right of set-off in connection with the bankruptcy of the seller or any other entity. System restoration charges are “nonbypassable” in accordance with the provisions set forth in the Financing Act and the financing order. If a retail customer pays only a portion of its bill, such partial payments will be first applied to any amounts due with respect to customer deposits. Next, the servicer will allocate the partial payment to all electric service charges of the servicer and system restoration charges pro rata based on the total amount billed, with amounts owed for system restoration charges allocated before amounts owed for late charges. Finally, any remaining moneys will be allocated to taxes and charges billed to customers. The portion owed in respect of system restoration charges may be further allocated as between different issuances of System Restoration Bonds, including amounts owed to other special-purpose subsidiaries of Entergy Texas who have issued or may in the future issue system restoration bonds under the Financing Act or Subchapter G of Chapter 39 of PURA. Such allocations shall be pro rata based upon the
    - 63 -


Page
amount billed with respect to each such issuance. If a retail customer fails to pay all or any portion of the system restoration charges, the servicer or any future REP who is billing such customer may transfer billing and collection rights to the designated provider of last resort or POLR, if any, for such customer. The POLR may direct Entergy Texas or its successor transmission and distribution utility to terminate service to such non-paying customer in accordance with the financing order and Texas commission guidelines.
THE DEPOSITOR, SELLER, INITIAL SERVICER AND SPONSOR
General
Entergy Texas, a Texas corporation, will be the depositor, seller and initial servicer of the transition property securing the System Restoration Bonds, and will be the sponsor of the securitization in which System Restoration Bonds covered by this prospectus are issued.
Entergy Texas is a public utility company engaged in the generation, transmission, distribution and sale of electric energy in the State of Texas. Entergy Texas as of December 31, 2019 and as of December 31, 2020, respectively, provided electric service to approximately 461,000 and 473,000 retail customers in its service territory. (We refer to this service territory as Entergy Texas’ service territory.) The retail customer base includes a mix of residential, commercial and diversified industrial retail customers. During the twelve months ended December 31, 2020, Entergy Texas delivered approximately 18,677 billion kilowatt hours of electricity resulting in billed electric revenue of $1,446 million. During the nine months ended September 30, 2021, Entergy Texas delivered approximately 14,969 billion kilowatt hours of electricity resulting in billed electric revenue of $1,292 million.
Entergy Texas was formed as of December 31, 2007, upon the completion by Entergy Gulf States, Inc. of a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole jurisdiction of the Louisiana Public Service Commission, Entergy Gulf States Louisiana, LLC. As a result of such separation, Entergy Texas owns all of Entergy Gulf States, Inc.’s distribution and transmission assets located in Texas, together with certain generation assets. As described above in this prospectus under “The Financing Act,” Entergy Texas is also the sponsor, servicer and administrator for the Series 2009 Transition Bonds.
All of the common stock of Entergy Texas is owned by Entergy Corporation. The other major public utilities owned, directly or indirectly, by Entergy Corporation are Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC and Entergy New Orleans, LLC. Entergy Corporation also owns all of the common stock of System Energy Resources, Inc., the principal asset of which is its interest in the Grand Gulf Electric Generating Station, Entergy Operations, Inc., a nuclear management services company, and Entergy Services, LLC, an administrative services company.
To the extent authorized by governing legislation, Entergy Texas is subject to the original jurisdiction of the municipal authorities of a number of incorporated cities in Texas with appellate jurisdiction over such matters residing in the PUCT. Entergy Texas is also subject to regulation by the PUCT as to the following:
•    retail rates and charges, including depreciation rates, and terms and conditions of service in unincorporated areas of its service territory, and in municipalities that have ceded jurisdiction to the PUCT;
•    fuel recovery, including reconciliations (audits) of the fuel adjustment charges;
    - 64 -


Page
•    service standards;
•    certification of certain transmission and generation projects;
•    utility service areas, including extensions into new areas;
•    avoided cost payments to qualifying facilities; and
•    utility mergers, sales/acquisitions/leases of plants over $10 million, sales of greater than 50% voting stock of utilities, and transfers of controlling interest in or operation of utilities.
Entergy Texas is also subject to the jurisdiction of the Federal Energy Regulatory Commission or FERC under the Federal Power Act with respect to the sale of electricity for resale, transmission of electricity in interstate commerce, the issuance of securities, acquisitions and divestitures of utility assets, certain affiliate transactions and other matters.
    Where to Find Information About Entergy Texas
Entergy Texas files periodic reports with the SEC as required by the Exchange Act. Entergy Texas makes available at www.entergy.com: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act, as soon as reasonably practicable after Entergy Texas electronically files such material with, or furnishes it to, the SEC. Such reports are also available on the SEC’s website at http://www.sec.gov. You may access a copy of Entergy Texas’ filings at http://www.entergy.com. No information contained on that website constitutes part of this prospectus.
Competition
In June 1999, the Texas Legislature enacted Chapter 39 of PURA. Chapter 39 substantially modified the Texas regulatory structure governing public utilities in order to transition to a competitive retail electric market. Pursuant to its authority under Section 39.103 of Chapter 39, the PUCT delayed the introduction of retail competition in Entergy Texas’ service territory. However, in 2005, Entergy Texas was required by the legislature to file a transition to competition plan with the PUCT by January 1, 2007. As required by the legislation, Entergy Texas filed its proposed transition to competition plan in December 2006.
In June 2009, a law was enacted in Texas that required Entergy Texas to cease all activities relating to Entergy Texas’s transition to competition. The law allows Entergy Texas to remain a part of the SERC Reliability Corporation (SERC) Region, although it does not prevent Entergy Texas from joining another power region. The law provides that proceedings to certify a power region that Entergy Texas belongs to as a qualified power region can be initiated by the PUCT, or on motion by another party, when the conditions supporting such a proceeding exist. Under the law, the PUCT may not approve a transition to competition plan for Entergy Texas until the expiration of four years from the PUCT’s certification of Entergy Texas’s power region. Consequently, while retail competition and the unbundling of services have not been introduced into Entergy Texas’ service territory, it is possible that it may occur during the term of the System Restoration Bonds.
The law also contains provisions that allow Entergy Texas to take advantage of a cost recovery mechanism that permits annual filings for the recovery of reasonable and necessary expenditures for transmission infrastructure improvement and changes in wholesale transmission
    - 65 -


Page
charges. This mechanism was previously available to other non-ERCOT Texas utility companies, but not to Entergy Texas.
The law further amended already existing law that had required Entergy Texas to propose for PUCT approval a tariff to allow eligible customers the ability to contract for competitive generation. The amending language in the law provides, among other things, that: 1) the tariff shall not be implemented in a manner that harms the sustainability or competitiveness of manufacturers who choose not to participate in the tariff; 2) Entergy Texas shall “purchase competitive generation service, selected by the customer, and provide the generation at retail to the customer;” and 3) Entergy Texas shall provide and price transmission service and ancillary services under that tariff at a rate that is unbundled from its cost of service. The law directs that the PUCT may not issue an order on the tariff that is contrary to an applicable decision, rule, or policy statement of a federal regulatory agency having jurisdiction.
Servicing Experience
In June 2007, Entergy Gulf States, Inc. (EGSI) sponsored and acted as servicer for senior secured transition bonds issued by Entergy Gulf States Reconstruction Funding I, LLC in the aggregate principal amount of $329,500,000 (the 2007 Transition Bonds). Entergy Texas succeeded EGSI as sponsor and servicer of the 2007 Transition Bonds upon the completion of a jurisdictional separation plan, which created two vertically integrated utility companies, Entergy Gulf States Louisiana, L.L.C., operating as a public utility in Louisiana, and Entergy Texas operating as a public utility in Texas. In addition, since November 2009, Entergy Texas sponsored and has acted as servicer for the senior secured transition bonds issued by Texas Restoration LLC in the original aggregate principal amount of $545,900,000 (the 2009 Transition Bonds). The Series 2007 Transition Bonds were retired on April 1, 2021. The final scheduled maturity of the Series 2009 Transition Bonds is August 1, 2022.
Since the date of issuance of each such series of transition bonds, Entergy Texas has filed on a timely basis all true-up filings required for the 2007 Transition Bonds and 2009 Transition Bonds and the issuing entities of the 2007 Transition Bonds and 2009 Transition Bonds have satisfied, on a timely basis, all interest payments and has made all principal payments on the 2007 Transition Bonds and 2009 Transition Bonds in accordance with their expected amortization schedule.
Entergy Texas services the 2009 Transition Bonds in accordance with servicing standards that are substantially similar to those set forth in Entergy Texas’ servicing agreement with us. Please read “Relationship to the Series 2009 Transition Bonds” in this prospectus.
Municipalization
Texas law may authorize certain local municipalities to seek to acquire portions of Entergy Texas’ electric distribution facilities through the power of eminent domain for use as part of municipally-owned utility systems. Although the power of eminent domain has not been used by municipalities in Texas in recent times to acquire electric distribution systems, there can be no assurance that one or more municipalities will not seek to acquire some or all of Entergy Texas’ electric distribution facilities while system restoration bonds remain outstanding. The Financing Act specifies that system restoration charges approved by a Texas commission order shall be collected by an electric utility as well as its “successors.” In the servicing agreement, Entergy Texas will covenant to assert in an appropriate forum that any municipality that acquires any portion of Entergy Texas’ electric distribution facilities must be treated as a successor to Entergy Texas under the Financing Act and the financing order and that retail customers in such municipalities remain responsible for payment of system restoration charges. However, the involved municipality might assert that it should not be treated as a successor to Entergy Texas
    - 66 -


Page
for these purposes and that its distribution customers are not responsible for payment of system restoration charges. In any such cases, there can be no assurance that the system restoration charges will be collected from customers of municipally-owned utilities who were formerly customers of Entergy Texas.
Entergy Texas Customer Base and Electric Energy Consumption
The following tables show the electricity billed to retail customers, electric billed revenues and number of retail customers for each of Entergy Texas’ revenue-reporting customer classes for the five preceding years within the service territory and for the nine months ended September 30, 2021. There can be no assurances that the retail electricity sales, retail electric revenues and number of retail customers or the composition of any of the foregoing will remain at or near the levels reflected in the following tables.
Electricity Delivered to Retail Customers (As Measured by Billed GWh Sales) by Customer Class and Percentage Composition *
Rate Class 2016 2017 2018 2019 2020 9 months ended 9/30/21
Residential 5,836 32.10% 5,716 31.65% 6,135 31.92% 6,039 33.19% 6,146 32.91% 4,876
32.58%
Commercial 4,570 25.13% 4,548 25.19% 4,747 24.70% 4,667 24.55% 4,386 23.48% 3,375
22.55%
Industrial 7,493 41.21% 7,521 40.15% 8,052 41.89% 8,043 42.31% 7,885 42.22% 6,530 43.62%
Governmental 283 1.56% 273 1.51% 286 1.50% 259 1.36% 260 1.39% 188 1.25%
Total Retail 18,182 100.00% 18,058 100.00% 19,220 100.00% 19,008 100.00% 18,677 100.00% 14,969
100.00%
* Amounts may not recalculate due to rounding.

    - 67 -


Page
Electric Billed Revenues by Customer Class and Percentage Composition
(Dollars in millions)*
Rate Class 2016 2017 2018 2019 2020 9 months ended 9/30/21
Residential
613
45.14%
636
44.69%
674
45.73%
658
47.13%
672
46.47%
595 46.05%
Commercial
356
26.21%
378
26.56%
381
25.85%
343
24.57%
365
25.24%
316
24.46%
Industrial
365
26.88%
384
26.99%
394
26.73%
373
26.72%
386
26.69%
362 28.02%
Governmental
24
1.77%
25
1.75%
25
1.70%
22
1.58%
23
1.59%
19 1.47%
Total Retail
1,358
100.00%
1,423
100.00%
1,474
100.00%
1,396
100.00%
1,446
100.00%
1,292
100.00%
* Amounts may not recalculate due to rounding.
Texas Service Territory Average Number of Retail Electric Customers and Percentage Composition*
Rate Class 2016 2017 2018 2019 2020 9 months ended 9/30/21
Residential
384,217
87.41%
390,771
87.47%
396,034
87.42%
401,770
87.50%
410,753
87.63%
421,590
87.68%
Commercial
47,769
10.87% 48,354 10.82% 49,074 10.83% 49,668 10.82% 50,264 10.72%
51,040
10.62%
Industrial
5,411
1.23% 5,510 1.23% 5,795 1.28% 5,707 1.24% 5,678 1.21%
6,121
1.27%
Governmental
2,173
0.49% 2,136 0.48% 2,140 0.47% 2,045 0.45% 2,054 0.44%
2,070
0.43%
Total Retail
439,571
100.00%
446,771
100.00%
453,043
100.00%
459,189
100.00%
468,749
100.00%
484,229
100.00%
* Amounts may not recalculate due to rounding.
Percentage Concentration Within Entergy Texas’ Large Commercial Customers
For the year ended December 31, 2020 and for the nine months ended September 30, 2021, respectively, the ten largest electric customers in Entergy Texas’ service territory represented approximately 20% and 21% of Entergy Texas’ retail gigawatt-hour sales, respectively. All ten customers are industrial class accounts. There are no material concentrations in the residential and commercial classes.
Forecasting Electricity Consumption
The sales forecast is developed by revenue class – residential, commercial, industrial, and governmental – and by month for each calendar year. The process involves three main parts: 1) statistical modeling for residential, commercial, small industrial, and governmental sales, 2) estimates for specific large industrial customers and prospective customers, and 3) out-of-model adjustments. The sales forecasts are developed using historical sales and customer data, estimates and indices for economic activity and end-use consumption, weather for historical and future years, and information about specific customers.
For the statistical modeling, Entergy Texas gathers historical sales data by revenue class along with historical temperatures, economic data, estimates of effects of energy efficiency programs, and estimates of end-use consumption drivers and then inputs that data into Itron’s sales forecasting software called MetrixND®. MetrixND® is used to develop the sales forecasts by performing regression modeling, which calculates the statistical relationship between the above-mentioned input variables, “X”, and historical sales, “Y”, and then by applying those relationships by way of coefficients to forward-looking estimated values for those same input variables. In this process, Entergy Texas determines which “X” variables have a statistically significant correlation with historical sales by considering the results for variable-specific metrics such as p-values and by examining the results of overall model metrics such as R-squared and mean absolute percent error to develop models with good historical relationships to which
    - 68 -


Page
forecasted input data can be applied to estimate future sales. These models calculate weather-normal monthly energy forecasts for residential, commercial, governmental, and small industrial customer classes.
The key input assumptions for the statistical models include historical billed sales by month, numerical levels of heating degree days (“HDDs”) and cooling degree days (“CDDs”) by month, the number of billing days anticipated in each billing cycle, economic data, and residential and commercial end-use statistics for electricity consumption. Also included is an assumption around future levels of energy efficiency. While the values for these input variables are updated between forecast iterations, these types of inputs have been used across multiple forecasts. Average temperature data are converted to HDDs and CDDs to measure the intensity and duration of temperatures above or below balance point temperature levels to then determine the relationships between actual average monthly temperatures and billed sales. The number of billing days in each monthly billing cycle is used to calculate billed volumes based on the consumption duration of each month for residential sales. Economic data such as population and employment rates from IHS-Markit are used to determine historical correlations of those items to kWh sales. Electric end-use statistics from the United States Energy Information Administration are used to reflect the historical electric kWh consumption from appliances, HVAC systems, lighting, and other electricity-consuming devices. The historical relationships between these items and sales are then applied to the future expectations for temperatures, population, and end-use to develop the sales forecast.
Forecasts for roughly 130 large industrial loads are developed individually. These forecasts are informed by communications between the individual customers and Entergy Texas’ customer account managers to assess the electricity usage levels and to consider reasonable changes in future usage based on factors such as customer outages, announced expansions or contractions, and/or economic trends affecting the customers’ industries. Forecasts are also developed for prospective new customers based on information about those customers’ sizes, operating levels, and expectations for the ramping of the energy over time. Of the approximately 140 Large Industrial accounts for Entergy Texas’ franchised utility area, 35 are located in Entergy Texas’ service territory.
Out-of-model adjustments are made to account for factors or events that either are not part of the historical data or are not a significant part of the historical data but that are expected to affect future consumption from the grid. Examples of these are the expected effects of the advanced metering infrastructure and related customer programs, future adoption of customer-owned (e.g., rooftop) solar and electric vehicles (“EVs”), and non-EV electrification.
Annual Forecast Variance For Ultimate Electric Delivery (GWh)*
  2014 2015 2016 2017 2018 2019 2020
Forecast 16,730 17,681 18,117 18,315 18,527 19,115 19,392
Actual 17,699 17,748 18,181 18,058 19,220 19,008 18,677
Variance (%) 5.8% 0.4% 0.4% -1.4% 3.7% -0.6% -3.7%

Variances between actual sales and forecasted sales can be caused by a number of factors, though the primary drivers are unexpected extreme temperatures, which can cause actual sales volumes to be higher or unexpected mild temperatures, which can cause actual sales volumes to be lower. Separate from temperatures, Entergy Texas’ service area is also prone to hurricane activity which can cause outages for extended periods. For 2020, the primary driver of variances between the forecast and actual sales volumes is changes in behavior in response to COVID.
    - 69 -


Page
Payment responsibility for the System Restoration Bonds is determined and allocated to the retail customer classes. Variances between classes may differ from the numbers above, which shows total variances based on distribution voltage only.
Credit Policy; Billing Process; Collections Process; Termination of Service; COVID-19 Protections
Entergy Texas bills its retail customers in its service territory directly, and its current credit policies, billing process, and termination of service policies are described below. All information below pertains only to Entergy Texas’ service territory. In the future, retail competition may be introduced into Entergy Texas’ service territory, and retail electric providers, not Entergy Texas, will bill retail customers directly and thus collect the system restoration charges. Please read “Future Retail Electric Providers” in this prospectus
Credit Policy
Entergy Texas is required to provide electric utility service to applicants within its designated service territory once outstanding debts are cleared and any deposit requirements are met. Using information provided by the Customer Information System (CIS, Entergy’s legacy customer accounting system), Entergy Texas determines whether Entergy Texas has previously provided service to an applicant. Certain accounts are secured with deposits or guarantees as a precautionary measure. The amount of the deposit for residential customers is based upon the previous history of usage at the location and can be up to one-sixth (1/6) of the total estimated annual bill. The annual bill is based on the most recent 12 months with a default value of $150 where there is insufficient history.
Entergy Texas uses specific criteria for establishing credit. Entergy Texas uses a positive identification and consumer credit scoring service from a third-party provider (currently Experian) to determine creditworthiness of its new residential applicants. If a deposit is required to establish credit, residential applicants are billed a deposit equal to one-sixth (1/6) of the total estimated annual bill. As noted above, the annual bill amount is equivalent to the most recent 12 months with a default value of $150 where there is an insufficient history. PUCT rules require deposits to be returned when the customer has paid bills for service for 12 consecutive residential billings or for 24 consecutive non-residential billings without having service disconnected for nonpayment of a bill and without having more than two occasions in which a bill was delinquent, and when the customer is not delinquent in the payment of the current bills. PUCT rules require Entergy Texas to pay simple interest at a rate determined annually, and, as of January 1, 2021, at a rate of 0.61%, for any cash deposits held by Entergy Texas on a customer’s account. PUCT rules do not require interest to be refunded annually unless requested by the customer. A residential applicant may also have their deposit requirement satisfied by an existing residential customer in good standing acting as guarantor for the deposit or portion of deposit. Entergy Texas does not accept third party guarantors for commercial accounts.
Entergy Texas’ current business practices require industrial and commercial customers to provide deposits equal to two times the average monthly bill based on the location history.
Cash deposits are accounted for as an obligation, but are not required to be escrowed, and are available in working capital.
Billing Process
Entergy Texas bills its customers on average every 30 days. For the year ended December 31, 2020 and for the nine months ended September 30, 2021, Entergy Texas in its service territory mailed out an average of 8,423 bills and 14,661 bills, respectively, on each business day
    - 70 -


Page
to its customers. For accounts with potential billing error exceptions, reports are generated for manual review. This review examines accounts that have abnormally high or low bills, potential meter-reading errors, possible meter malfunctions and/or unbilled accounts. The PUCT requires that the bill provided to customers shall include a payment due date that shall not be less than 16 days after issuance.
Collection, Termination of Service and Write-Off Policy
In 2020, Entergy Texas received approximately 21% of payments by mail, 8% were walk-in payments, and 71% were electronic payments, either bank draft or electronic funds transfer. For the nine months ended September 30, 2021, Entergy Texas received approximately 19% of payments by mail, 6% were walk-in payments, and 75% were electronic payments, either bank draft or electronic funds transfer.
Walk-in payments are handled by a third party and payment centers are located in each town in Entergy Texas’ service territory.
Customers are sent a bill which is due and payable upon receipt and is considered past due if not paid within 16 calendar days from the mail date. If the bill is not paid on the last day to pay indicated on the statement, and the customer’s payment history makes the past due amount eligible for collection activity, a disconnect notice is mailed on the 4th business day after the past due date to ensure that consideration is given to any payment that may be en route by mail on the last day to pay. The disconnect notice gives the customer an additional 10 calendar days to pay the bill. On the last day to pay indicated on the disconnect notice, a courtesy call is attempted with a predictive dialer. If the bill is not paid or if the customer has not called for extended payment arrangements, a disconnect order will be generated on the next business day. Once the disconnect order has been generated, payment in full is required to stop the termination. If the customer is disconnected, payment in full is required. In addition, the customer may be subject to an additional deposit and/or a collection or reconnection fee. For non-residential customers, additional deposits are billed per PUCT rule based on usage at location and the full amount of twice the average bill is due prior to the reconnection.
Termination of service is subject to PUCT rules that forbid termination during certain weather conditions, such as freezing temperatures or “heat advisory” conditions. In addition, the PUCT has adopted rules forbidding termination of service to critical care, elderly customers and elderly, low-income customers.
Entergy Texas provides several payment options to help consumers manage their electric usage and payments. Entergy Texas customer service representatives as well as an automated Voice Response Unit (VRU) are available 24 hours a day, 365 days a year to assist customers with payment arrangements. Most customers can receive an extension on their scheduled disconnect date through the VRU or by talking with a customer service representative. Extensions are denied in some cases based on the payment history of the account. Programs such as Pick-A-Date, which allows the customer to choose a preferred due date and Levelized Billing Programs, which allow customers to pay an average bill each month while spreading the difference over the remaining months, are available to most residential customers. Automated draw draft and internet billing and payments are also available.
Unpaid final bills are written off after 120 days. Entergy Texas does mail a final bill to all customers. If not paid in 15 days, an in-house collection letter is mailed. A second letter is mailed approximately 15 days later. If not paid, a third letter is mailed 15 days later. The account is turned over to a third-party collection agency, on a contingency basis, at 60 days past the Final Bill date.
    - 71 -


Page
COVID-19 Protections
In March 2020 the PUCT authorized electric utilities to record as a regulatory asset expenses resulting from the effects of COVID-19. In future proceedings the PUCT will consider whether each utility's request for recovery of these regulatory assets is reasonable and necessary, the appropriate period of recovery, and any amount of carrying costs thereon. In March 2020 the PUCT ordered a moratorium on disconnections for nonpayment for all customer classes, but, in April 2020, revised the disconnect moratorium to apply only to residential customers. The PUCT allowed the moratorium to expire on June 13, 2020, but on July 17, 2020, the PUCT re-established the disconnect moratorium for residential customers until August 31, 2020. In January 2021, Entergy Texas resumed disconnections for customers with past-due balances that have not made payment arrangements. As of September 30, 2021, Entergy Texas recorded a regulatory asset of $12.8 million for costs associated with the COVID-19 pandemic.
Write-off and Delinquency Experience
The following table shows gross write-offs for electricity and gross write-offs as a percentage of total electric billed revenue for the past three years and for the nine months ended September 30, 2021 for Entergy Texas’ service territory.

Gross Write-Offs as a Percentage of Revenues*
  As of 12/31/18 As of 12/31/19 As of 12/31/20 As of 9/30/2021
Billed Electric Revenues ($000) 1,473,381 1,395,978 1,445,850 1,292,239
Gross Write-Offs ($000) 6,900 5,900 2,000 13,800
Percentage of Billed Revenue 0.47% 0.42% 0.14% 1.07%
*    Numbers not exact due to rounding.
Days Sales Outstanding
The following table sets forth information relating to Entergy Texas’ average days sales outstanding for all electric consumers in its service territory for the past five years and for the nine months ended September 30, 2021. Average days sales outstanding is a measure of the average number of days that Entergy Texas takes to collect its revenue.
Average Days Sales Outstanding
  As of
12/31/16
As of
12/31/17
As of
12/31/18
As of
12/31/19
As of
12/31/20
As of
9/30/21
Average Days Sales Outstanding 21.08 19.74 19.23 18.14 21.56 28.17

Delinquencies
The following table sets forth information relating to the delinquency experience of Entergy Texas for residential, commercial, industrial and governmental customers on December 31 of each of the four preceding years and for the nine months ended September 30, 2021. The delinquency data for 2020 and 2021 compared to the same period in 2019 reflects an increase due to the impact of COVID-19, including customer impacts and implementation of PUCT disconnection policies.
    - 72 -


Page
Customer Delinquency Data
 Residential
As of
12/31/17
As of
12/31/18
As of
12/31/19
As of
12/31/20
As of
9/30/21
30-59 days 9.82% 9.86% 10.28% 14.23% 10.17%
60-89 days 1.71% 1.16% 1.36% 6.14% 4.21%
90+ days 0.66% 0.82% 0.73% 10.96% 18.95%
Total 12.19% 11.85% 12.36% 31.33% 33.33%
Commercial, Industrial, and Governmental As of
12/31/17
As of
12/31/18
As of
12/31/19
As of
12/31/20
As of
9/30/21
30-59 days 1.60% 1.64% 1.69% 3.11% 2.29%
60-89 days 0.31% 0.37% 0.65% 1.28% 0.84%
90+ days 0.40% 1.03% 1.01% 2.49% 3.43%
Total 2.30% 3.05% 3.35% 6.88% 6.56%
*    Numbers not exact due to rounding.
FUTURE RETAIL ELECTRIC PROVIDERS
As part of the restructuring of the Texas electric industry, some retail customers began purchasing electricity and related services from REPs. There are no REPs currently operating in Entergy Texas' service territory. Moreover, as described above under “The Depositor, Seller, Initial Servicer and Sponsor—Competition,” if the provisions of PURA remain unchanged and Entergy Texas remains a member of SERC (or its successor, MISO), it is possible, but not likely, that there will be any competing retail electric provider within the term that the System Restoration Bonds are outstanding. However, if any transition to competition plan is approved by the PUCT, REPs may in the future begin to operate in Entergy Texas' service territory during the term in which the System Restoration Bonds are outstanding. In such event, the REP will bill and collect the system restoration charges under the conditions described below.
Neither Entergy Texas nor any successor servicer will pay any shortfalls resulting from the failure of any future REP to remit payments arising from the system restoration charges to the servicer. The annual true-up and interim true-up adjustment mechanisms for the system restoration charges, as well as the amounts deposited in the capital subaccount, are intended to mitigate the risk of shortfalls. Any shortfalls that occur may delay the distribution of interest on and principal of the System Restoration Bonds.
Credit Practices, Policies and Procedures of Retail Electric Providers
Pursuant to the financing order and the tariff, in the event REPs are in the future authorized to operate in Entergy Texas' service territory, billing and collection standards will be imposed on any REPs operating in the service territory with respect to system restoration charges. The standards relate only to the billing and collection of system restoration charges authorized under the financing order, and do not apply to collection of any other nonbypassable charges or other charges. The standards apply to all REPs that bill and collect system restoration charges from retail electric customers. REPs may contract with other parties to bill and collect system restoration charges from retail customers, but such REPs will remain subject to the applicable billing and collection standards. If the Texas commission later determines that different standards are to be applied to REPs in particular areas (e.g., payment terms), then those new standards, with appropriate modifications to related provisions, may replace those specific items. Prior to adoption of any rule addressing modification of any of these billing and collection
    - 73 -


Page
standards, the Texas commission will open a proceeding to investigate the need to modify the standards to conform to that rule, with the understanding that such modifications may not be implemented absent satisfaction of the rating agency condition.
The following subsections summarize the REP standards required under the financing order and tariff. These standards are the most stringent that the servicer can impose on REPs under the financing order. In the future, the Texas commission may determine that different standards should be applied to REPs in particular areas, such as payment terms. Any such standards may replace specific standards described above. The financing order provides, however, that any modifications to the foregoing standards may not be implemented absent satisfaction of the rating agency condition.
Rating, Deposit and Related Requirements.
Each REP must (1) have a long-term, unsecured credit rating of not less than “BBB-” and “Baa3” (or the equivalent) from S&P and Moody’s, respectively, or (2) provide (A) a deposit of two months’ maximum expected system restoration charge collections in the form of cash, (B) an affiliate guarantee, surety bond, or letter of credit providing for payment of such amount of system restoration charge collections in the event that the REP defaults in its payment obligations, or (C) a combination of any of the foregoing. The provider of any affiliate guarantee, surety bond, or letter of credit must have and maintain long-term, unsecured credit ratings of not less than
“BBB-“ and “Baa3” (or the equivalent) from S&P and Moody’s, respectively. A REP that does not have or maintain the requisite long-term, unsecured credit rating may select which alternate form of deposit, credit support, or combination thereof it will utilize, in its sole discretion. The trustee will be the beneficiary of any affiliate guarantee or surety bond or letter of credit.
Loss of Rating.
If the long-term, unsecured credit rating from either S&P or Moody’s of a REP that did not previously provide the alternate form of deposit, credit support, or combination thereof or of any provider of an affiliate guarantee, surety bond, or letter of credit is suspended, withdrawn, or downgraded below “BBB-” or “Baa3” (or the equivalent), the REP must provide the alternate form of deposit, credit support, or combination thereof, or new forms thereof, in each case from providers with the requisite ratings, within 10 business days following such suspension, withdrawal, or downgrade. A REP failing to make such provision is required to comply with the provisions set forth in the section below labeled “—Remedies Upon Default.”
Computation of Deposit, etc.
The computation of the size of a required deposit will be agreed upon by the servicer and the REP, and reviewed no more frequently than quarterly to ensure that the deposit accurately reflects two months’ maximum collections. Within 10 business days following such review (1) the REP will remit to the trustee the amount of any shortfall in such required deposit or (2) the servicer will instruct the trustee in writing to remit to the REP any amount in excess of such required deposit. A REP failing to so remit any such shortfall is required to comply with the provisions set forth below under “—Remedies Upon Default.” REP cash deposits will be held by the trustee in a REP deposit account and invested in eligible investments at the written direction of the servicer. The trustee shall not in any way be held liable for the selection of eligible investments for the REP deposit accounts or for investment losses incurred thereon. The trustee shall have no obligation to invest or reinvest any amounts held thereunder in the absence of timely and specific written investment direction from the servicer and appropriate documents from the applicable REP. Absent written direction from the servicer, amounts held thereunder will remain uninvested. Investment earnings on REP cash deposits will be considered part of
    - 74 -


Page
such cash deposits so long as they remain on deposit with the trustee. Each depositing REP shall be responsible for the payment of income taxes with respect to such investments. At the instruction of the servicer, cash deposits will be remitted with investment earnings to the REP once all system restoration bonds have been retired unless otherwise utilized for the payment of the REP’s obligations. If at any time the deposit is no longer required, the servicer will promptly (but not later than 30 calendar days) instruct the trustee in writing to remit the applicable amounts in the REP deposit account to the REP.
Payment of System Restoration Charges.
Payments of system restoration charges will be due 35 calendar days following each billing by the servicer to the REP, less an agreed allowance for expected uncollectible amounts, without regard to whether or when the REP receives payment from its retail electric customers. The servicer will accept payment by electronic funds transfer, wire transfer, and/or check and payment will be considered received by the servicer on the date the electronic funds transfer or wire transfer is received by the servicer, or the date the check clears. A 5% penalty will be charged on amounts received after 35 calendar days; however, a 10 calendar-day grace period will be allowed before the REP is considered to be in default. A REP in default is required to comply with the provisions set forth below under “—Remedies Upon Default.” The 5% penalty will be a one-time assessment measured against the current amount overdue from the REP to the servicer. The “current amount” consists of the total unpaid system restoration charges existing on the 36th calendar day after the billing by the servicer. Any and all such penalty payments will be made to the trustee to be applied against system restoration charge obligations. A REP shall not be obligated to pay the overdue system restoration charges of another REP. If a REP agrees to assume the responsibility for the payment of overdue system restoration charges as a condition of receiving the customers of another REP that has decided to terminate service to those customers for any reason, the new REP will not be assessed the 5% penalty upon such system restoration charges; however, the prior REP will not be relieved of the previously-assessed penalties.
Single Bill; Allocation Among Issuing Entities of Transition Bonds and System Restoration Bonds.
Each REP would deliver a combined bill to each retail electric customer for the electric power sold by it to the retail electric customer, for the related transmission and distribution service provided by the electric utility, for the system restoration charges, for the transition charges associated with the Series 2009 Transition Bonds and for other charges approved by the PUCT. Each REP would collect the combined amounts and then remit such amount to Entergy Texas, net of the amounts it is entitled to retain described above under “—Payment of System Restoration Charges.” If retail competition is introduced into Entergy Texas’ service territory, Entergy Texas would then allocate the appropriate amounts to itself, to the servicer, to the servicer of the Series 2009 Transition Bonds and to other parties, if any, entitled to receive a portion of such amounts. In the case of any shortfall, Entergy Texas would allocate that shortfall, first, ratably based on the amount owed to Entergy Texas or other parties (including those amounts associated with the bonds, the Series 2009 Transition Bonds and future transition bonds or system restoration bonds) and the amount owed for other fees and charges, other than late charges and, second, all remaining collections will be allocated to late charges. Please read “Risk Factors—Servicing Risks—It may be difficult to collect system restoration charges from other parties who may bill retail customers in the future” in this prospectus. The retail electric provider will have custody of the system restoration charges collected from its retail electric customers until remitted to the servicer and may commingle the system restoration charges with its other funds.
Remedies Upon Default.
    - 75 -


Page
After the 10 calendar-day grace period (the 45th calendar day after the billing date) referred to above under the heading “—Payment of System Restoration Charges,” the servicer will have the option to seek recourse against any cash deposit, affiliate guarantee, surety bond, letter of credit, or combination thereof provided by the REP, and avail itself of such legal remedies as may be appropriate to collect any remaining unpaid system restoration charges and associated penalties due the servicer after the application of the REP’s deposit or alternate form of credit support. In addition, a REP that is in default with respect to the requirements set forth above under “—Loss of Rating”, “—Computation of Deposit, etc.” or “—Payment of System Restoration Charges” will be required to select and implement one of the following options:
transfer the billing and collection responsibility for all charges to the POLR or a qualified REP of the customer's choosing;
immediately implement other mutually suitable and agreeable arrangements with the servicer. It is expressly understood that the servicer's ability to agree to any other arrangements will be limited by the terms of the servicing agreement and requirements of the rating agencies necessary to satisfy the rating agency condition; or
arrange that all amounts owed by retail electric customers for services rendered be timely billed and immediately paid directly into a lock-box controlled by the servicer with such amounts to be applied first to pay system restoration charges before the remaining amounts are released to the REP. All costs associated with this mechanism will be borne solely by the REP.
If a REP that is in default fails to immediately select and implement one of the foregoing options or, after so selecting one of the foregoing options, fails to adequately meet its responsibilities thereunder, then the servicer will, subject to limitations that may be imposed by applicable bankruptcy laws if the REP is a debtor in bankruptcy, immediately implement the first option listed above. Upon re-establishment of compliance with the requirements set forth below in “—Loss of Rating” and “—Computation of Deposit, etc.” and above under “—Payment of System Restoration Charges” and the payment of all past-due amounts and associated penalties, the REP will no longer be considered in default and will not be required to comply with this paragraph. Any agreement entered into between the servicer and a defaulting REP pursuant to the second bullet point above will be limited to the terms of the servicing agreement and must satisfy the rating agency condition.
Billing by Providers of Last Resort.
Each provider of last resort appointed by the Texas commission must meet the minimum credit rating or deposit/credit support requirements applicable to other REPs in addition to any other standards that may be adopted by the Texas commission. If a provider of last resort defaults or is not eligible to provide such services, responsibility for billing and collection of system restoration charges will immediately be transferred to and assumed by the servicer until a new provider of last resort named by the Texas commission or the customer requests the services of another qualified REP. Retail electric customers cannot be re-billed by a successor REP for any system restoration charges they have previously paid (although future system restoration charges will be adjusted to reflect REP and other system-wide charge-offs). Additionally, if the amount of the penalty detailed in “—Payment of System Restoration Charges” is the sole remaining past-due amount after the 45th calendar day, the REP will not be required to comply with the provisions set forth under “—Remedies Upon Default” unless the penalty is not paid within an additional 30 calendar days.
Disputes.
    - 76 -


Page
In the event that a REP disputes any amount of billed system restoration charges, the REP will pay the disputed amount under protest according to the timelines detailed in “—Payment of System Restoration Charges.” In the event of a dispute, the REP and the servicer will first attempt to informally resolve the dispute, but if they fail to do so within 30 calendar days, either party may file a complaint with the Texas commission. If the REP is successful in the dispute process (informal or formal), the REP will be entitled to interest on the disputed amount paid to the servicer at the Texas commission-approved interest rate. Disputes about the date of receipt of system restoration charge payments (and penalties arising thereof) or the size of a required REP deposit will be handled in a like manner. Interest paid by the servicer on disputed amounts may not be recovered through system restoration charges if it is determined that the servicer’s claim to the funds is clearly unfounded. No interest will be paid by the servicer if it is determined that the servicer has received inaccurate metering data from another entity providing competitive metering services.
Metering Data.
If the servicer is providing metering service to the retail electric customer, metering data will be provided to the REP at the same time as the REP is billed. If the servicer is not providing metering service to the retail electric customer, the entity providing metering service will be responsible for complying with Texas commission rules and ensuring that the servicer and the REP receive timely and accurate metering data in order for the servicer to meet its obligations under the servicing agreement and the financing order with respect to billing and true-up adjustments.
Charge-Off Allowance.
The REP will be allowed to hold back an allowance for charge-offs in its payments to the servicer. Such charge-off rate will be recalculated each year in connection with the annual true-up procedure. On an annual basis in connection with the true-up process, the REP and the servicer will be responsible for reconciling the amounts held back with amounts actually written off as uncollectible in accordance with the terms agreed to by the REP and the servicer, provided that:
The REP's right to reconciliation for write-offs will be limited to customers whose service has been permanently terminated and whose entire accounts (i.e., all amounts due the REP for its own account as well as the portion representing system restoration charges) have been written off;
The REP's recourse will be limited to a credit against future system restoration charge payments unless the REP and the servicer agree to alternative arrangements, but in no event will the REP have recourse to the trustee, us or our funds for such payments; and
The REP is required to provide information on a timely basis to the servicer so that the servicer can include the REP's default experience and any subsequent credits into its calculation of the adjusted system restoration charge rates for the next system restoration charge billing period and the REP's rights to credits will not take effect until after such adjusted system restoration charge rates have been implemented.
Service Termination.
In the event that the servicer is billing customers for system restoration charges, the servicer will have the right to terminate transmission and distribution service to the end-use
    - 77 -


Page
customer for non-payment by the customer pursuant to applicable Texas commission rules. In the event that a REP (including any POLR) is billing customers for system restoration charges, that REP will have the right to transfer the customer to the POLR (or to another certified REP) or to direct the servicer to terminate transmission and distribution service to the end-use customer for non-payment by the customer pursuant to applicable Texas commission rules.
Codification of REP Standards.
The Texas commission codified the standards for REPs regarding the billing and collection of system restoration charges in July 2000 as Substantive Rule 25.108. This Rule provides that:
if a REP's actual charge-offs are greater than the allowance for charge-offs, the REP may collect the difference, with interest, in 12 equal monthly installments;
the REP will be responsible for providing the servicer accurate metering data (including metering identification information) for REP customers whose meters are not read by the servicer; and
if a POLR or qualified REP assumes responsibility for billing and collecting system restoration charges, the POLR, replacement REP or servicer will bill all system restoration charges which have not been billed as of the date it assumes such responsibility.
ENTERGY TEXAS RESTORATION FUNDING II, LLC, THE ISSUING ENTITY
We are a special purpose limited liability company formed under the Delaware Limited Liability Company Act pursuant to a limited liability company agreement executed by our sole member or owner, Entergy Texas, and the filing of a certificate of formation with the Secretary of State of the State of Delaware. Our limited liability company agreement restricts us from engaging in activities other than those described in this section. We do not have any employees, but we will pay our member for administrative services in accordance with our limited liability company agreement. We have summarized selected provisions of our limited liability company agreement below, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. On the date of issuance of the System Restoration Bonds, our capital will be equal to 0.5% of the principal amount of the System Restoration Bonds issued or such other amount as may allow us to achieve the desired security rating and treat the System Restoration Bonds as debt under applicable IRS regulations.
As of the date of this prospectus, we have not carried on any business activities and have no operating history. We are not an agency or instrumentality of the State of Texas but are responsible to the State of Texas and the Texas commission as described below under the caption “—Our Relationship with the State of Texas and the Texas Commission.”
Our assets will consist of:
the transition property,
our rights under the sale agreement, under the administration agreement and under the bill of sale delivered by Entergy Texas pursuant to the sale agreement,
our rights under the servicing agreement and any subservicing, agency, administration, any intercreditor agreement or collection agreements executed in connection with such servicing agreement,
    - 78 -


Page
the collection account and all subaccounts of such collection account,
our rights in all deposits, guarantees, surety bonds, letters of credit and other forms of credit support provided by or on behalf of retail electric providers pursuant to the financing order or a tariff,
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 in respect of any or all of the foregoing.
The indenture provides that the transition property, as well as our other assets, other than any cash released to us by the trustee semi-annually from earnings on amounts in the capital subaccount and the rate of return received on the capital contribution of Entergy Texas, will be pledged by us to the trustee to secure our obligations in respect of the System Restoration Bonds. Pursuant to the indenture, the collected system restoration charges remitted to the trustee by the servicer must be used to pay principal and interest on the System Restoration Bonds and our other obligations specified in the indenture.
Restricted Purpose
We have been created for the sole purpose of:
purchasing and owning the transition property and the other collateral;
registering and issuing the System Restoration Bonds;
making payment on the System Restoration Bonds;
distributing amounts released to us;
managing, selling, assigning, pledging, collecting amounts due on, or otherwise dealing with the transition property and the other system restoration bond collateral and related assets;
negotiating, executing, assuming and performing our obligations under the basic documents;
pledging our interest in the transition property and other collateral to the trustee under the indenture in order to secure the repayment of System Restoration Bonds and certain qualified expenses; and
performing other activities that are necessary, suitable or convenient to accomplish these purposes.
Our limited liability company agreement does not permit us to engage in any activities not directly related to these purposes, including issuing securities (other than the System Restoration Bonds), borrowing money or making loans to other persons. We may not issue any other system restoration bonds other than the System Restoration Bonds offered by this prospectus. The list of permitted activities set forth in our limited liability company agreement may not be altered, amended or repealed without the affirmative vote of a majority of our managers, which vote must include the affirmative vote of all of our independent manager(s).
Our Relationship with Entergy Texas
    - 79 -


Page
On the issue date of the System Restoration Bonds, Entergy Texas will sell the transition property to us pursuant to the sale agreement between us and Entergy Texas. Entergy Texas will service the transition property pursuant to the servicing agreement between us and Entergy Texas. Please read “The Sale Agreement” and “The Servicing Agreement” in this prospectus.
Our Relationship with the State of Texas and the Texas Commission
We are responsible to the State of Texas and the Texas commission. Specifically, pursuant to a financing order,
our organizational documents and transaction documents prohibit us from engaging in any activities other than acquiring transition property, issuing System Restoration Bonds and performing other activities as specifically authorized by that financing order,
the Texas commission or its designated representative has a decision-making role co-equal with Entergy Texas with respect to the structuring and pricing of the System Restoration Bonds and all matters related to the structuring and pricing of the System Restoration Bonds will be determined through a joint decision of Entergy Texas and the Texas commission or its designated representative,
Entergy Texas is directed to take all necessary steps to ensure that the Texas commission or its designated representative is provided sufficient and timely information to allow the Texas commission or its designated representative to fully participate in, and exercise its decision making power over, the proposed securitization, and
 the servicer will file periodic adjustments to system restoration charges with the Texas commission on our behalf.
We have also agreed that certain reports concerning system restoration charge collections will be provided to the Texas commission.
Our Management
Pursuant to our limited liability company agreement, our business will be managed by two managers and one independent manager appointed from time to time by Entergy Texas. We refer to Entergy Texas or any successor as our owner or owners. Following the initial issuance of System Restoration Bonds, we will have at least one independent manager who, among other things, is not and has not been for at least five years from the date of their appointment:
a direct or indirect legal or beneficial owner of us, our owner, any of our respective affiliates or any of our owner's affiliates,
a relative, supplier, employee, officer, director, manager, contractor or material creditor of us, our owner or any of our affiliates or any of our owner's affiliates, or
a person who controls (whether directly, indirectly or otherwise) our owner or its affiliates or any creditor, employee, officer, director, manager or material supplier or contractor of our owner or its affiliates; provided, that the indirect or beneficial ownership of stock of our owner 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 manager.
    - 80 -


Page
The person who serves as independent manager of Texas Restoration LLC may also serve as our independent manager. The remaining managers will be employees or officers of Entergy Texas, its affiliates or any new owner. The managers will devote the time necessary to conduct our affairs.
Entergy Texas, as our sole member, will appoint the independent manager(s) prior to the issuance of the System Restoration Bonds. None of our managers or officers has been involved in any legal proceedings which are specified in Item 401(f) of the SEC's Regulation S-K.
The following is a list of our managers as of the date of this prospectus:
Name
Age Title Background
Eddie D. Peebles
61 Manager Vice President, Corporate Development of Entergy Corporation, parent entity of Entergy Texas, since July 2005. President and Chief Executive Officer of Entergy Texas Restoration Funding II, LLC since August 2021.
Steven C. McNeal
64 Manager Vice President and Treasurer of Entergy Texas, Inc. from December 2007 to present. Vice President and Treasurer of Entergy Corporation, parent entity of Entergy Texas, from September 1998 to present. Vice President and Treasurer of Entergy Texas Restoration Funding II, LLC since August 2021.
Thomas Strauss
56 Independent Manager Director, Client Services of Wilmington Trust SP Services and Vice President of Wilmington Trust Company since 2001.

Manager Fees and Limitation on Liabilities
We have not paid any compensation to any manager since we were formed. We will not compensate our managers, other than the independent manager(s), for their services on our behalf. We will pay the independent manager(s) annual fees from our revenues and will reimburse them for their reasonable expenses. These expenses include the reasonable compensation, expenses and disbursements of the agents, representatives, experts and counsel that the independent manager(s) may employ in connection with the exercise and performance of their rights and duties under our limited liability company agreement, the indenture, the sale agreement and the servicing agreement. Our limited liability company agreement provides that to the extent permitted by law, the managers will not be personally liable for any of our debts, obligations or liabilities. Our limited liability company agreement further provides that, except as described below, to the fullest extent permitted by law, we will indemnify the managers against any liability incurred in connection with their services as managers for us if they acted in good faith and in a manner which they reasonably believed to be in or not opposed to our best interests. With respect to a criminal action, the managers will be indemnified unless they had reasonable cause to believe their conduct was unlawful. We will not indemnify (i) the manager (other than the independent manager(s)), for any judgment, penalty, fine or other expense
    - 81 -


Page
directly caused by their fraud, gross negligence or willful misconduct, or (ii) the independent manager(s), for any judgment, penalty, fine or other expense if such judgment, penalty, fine or other expense directly caused by the independent manager(s)’ bad faith or willful misconduct. In addition, unless ordered by a court, we will not indemnify the managers if a final adjudication establishes that their acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. We will pay any indemnification amounts owed to the managers out of funds in the collection account, subject to the priority of payments described in “Security for the System Restoration Bonds—How Funds in the Collection Account Will Be Allocated.”
We Are a Separate and Distinct Legal Entity from Entergy Texas
Under our limited liability company agreement, we may not file a voluntary petition for relief under the Bankruptcy Code, without the affirmative vote of our member and the affirmative vote of all of our managers, including each independent manager. Our limited liability company agreement requires us, except for financial reporting purposes and for U.S. federal income tax purposes, and, to the extent consistent with applicable state law, state income and franchise tax purposes, to maintain our existence separate from Entergy Texas including:
taking all reasonable steps to continue our identity as a separate legal entity;
making it apparent to third persons that we are an entity with assets and liabilities distinct from those of Entergy Texas, other affiliates of Entergy Texas, including Texas Restoration LLC, the managers or any other person; and
making it apparent to third persons that, except for federal and certain other tax purposes, we are not a division of Entergy Texas or any of its affiliated entities or any other person.
Administration Agreement
Entergy Texas will, pursuant to an administration agreement between Entergy Texas and us, provide administrative services to us, including services relating to the preparation of financial statements, required filings with the SEC, any tax returns we might be required to file under applicable law, qualifications to do business, and minutes of our managers' meetings. We will pay Entergy Texas a fixed fee of $100,000 per annum, payable in installments of $50,000 on each payment date for performing these services, plus we will reimburse Entergy Texas for all costs and expenses for services performed by unaffiliated third parties and actually incurred by Entergy Texas in performing such services described above.
RELATIONSHIP TO THE SERIES 2009 TRANSITION BONDS
Entergy Texas’ Prior Securitizations
The bonds are the third series of bonds which Entergy Texas (including in its role as successor to an affiliate) has sponsored that are secured by transition property created under Texas statute.
Pursuant to a financing order issued by the Texas commission in April 2007 under the Texas statute, EGSI sold transition property to an affiliate, Entergy Gulf States Reconstruction Funding I, LLC. The affiliate, on June 29, 2007, issued the Series 2007 Transition Bonds. Following the issuance of the Series 2007 Transition Bonds, Entergy Texas succeeded EGSI in the role of sponsor, seller and servicer for the 2007 System Restoration Bonds.  The proceeds of the Series 2007 System Restoration Bonds enabled EGSI to recover system
    - 82 -


Page
restoration costs associated with Hurricane Rita which impacted Entergy Texas’ service territory in 2005. The Series 2007 Transition Bonds were retired on April 1, 2021.
Pursuant to a financing order issued by the Texas commission in September 2009 under the Texas statute, Entergy Texas sold transition property to an affiliate, Entergy Texas Restoration Funding, LLC. The affiliate, on November 6, 2009, issued $545,900,000 Senior Secured Transition Bonds or the Series 2009 Transition Bonds. The proceeds of the Series 2009 Transition Bonds enabled Entergy Texas to recover system restoration costs associated with Hurricanes Ike and Gustav which affected Entergy Texas’ service area in 2008.
Entergy Texas currently acts as servicer with respect to the Series 2009 Transition Bonds. The final scheduled maturity of the Series 2009 Transition Bonds is August 1, 2022.
Interest on and principal of each tranche of the Series 2007 Transition Bonds and Series 2009 Transition Bonds have been paid on a timely basis, with payments of principal made in accordance with their expected amortization schedules.
The transition property securitized in prior transactions also consisted of the right to impose and collect nonbypassable system restoration charges on retail customers in the Entergy Texas service area. Neither the system restoration charges which are authorized to be collected to repay the Series 2009 Transition Bonds, nor any other security held for the benefit of such bonds, constitute security for the System Restoration Bonds issued by us and offered by this prospectus.
Although the System Restoration Bonds issued by us will have its own transition property, system restoration charges relating to our System Restoration Bonds and system restoration charges relating to the Series 2009 Transition Bonds will be collected through single bills to individual retail customers (and, if retail competition is ever introduced to the Entergy Texas service territory, single bills issued to any future associated retail electric providers). These bills will include all charges related to the purchase of electricity, without separately itemizing the system restoration charge component of the bill or charge components. In the event a customer does not pay in full all amounts owed under any bill including system restoration charges, Entergy Texas, as servicer, is required to allocate any resulting shortfalls in system restoration charges ratably based on the amounts of system restoration charges owing in respect of our System Restoration Bonds, amounts owing in respect to the Series 2009 Transition Bonds, and any amounts owing to any subsequently created affiliate of Entergy Texas which issues System Restoration Bonds. Please read “Description of the System Restoration Bonds—Relationship to 2009 Transition Bonds,” “The Depositor, Seller, Initial Servicer and Sponsor—Competition” and “The Servicing Agreement—Remittances to Collection Account” in this prospectus.
DESCRIPTION OF THE SYSTEM RESTORATION BONDS
General
We have summarized below selected provisions of the indenture and the System Restoration Bonds. A form of the indenture and series supplement are filed as exhibits to the registration statement of which this prospectus forms a part. Please read “Where You Can Find More Information” in this prospectus.
The System Restoration Bonds are not a debt, liability or other obligation of the State of Texas, the Texas commission or of any political subdivision, governmental agency, authority or instrumentality of the State or Texas and do not represent an interest in or legal obligation of Entergy Texas or any of its affiliates, other than us. Neither Entergy Texas nor any of its
    - 83 -


Page
affiliates will guarantee or insure the System Restoration Bonds. The financing order authorizing the issuance of the System Restoration Bonds does not constitute a pledge of the full faith and credit of the State of Texas or of any of its political subdivisions. The issuance of the System Restoration Bonds under the Financing Act will not directly, indirectly or contingently obligate the State of Texas or any of its political subdivisions to levy or to pledge any form of taxation for the System Restoration Bonds or to make any appropriation for their payment.
We will issue the bonds and secure their payment under an indenture that we will enter into with The Bank of New York Mellon, a New York banking corporation, as trustee, referred to in this prospectus as the trustee. We will issue the bonds in minimum denominations of $100,000 and in integral multiples of $1,000 in excess thereof, except that we may issue one bond in each tranche in a smaller denomination. The initial principal balance, scheduled final payment date, final maturity date and interest rate for each tranche of the bonds are stated in the table below:
 Tranche
Expected Weighted Average Life (Years) Principal Amount Offered Scheduled Final Payment Date Final Maturity Date Interest Rate
*    Principal amounts are approximate and subject to change.
The scheduled final payment date for each tranche of the bonds is the date when the outstanding principal balance of that tranche will be reduced to zero if we make payments according to the expected amortization schedule for that tranche. The final maturity date for each tranche of bonds is the date when we are required to pay the entire remaining unpaid principal balance, if any, of all outstanding bonds of that tranche. The failure to pay principal of any tranche of bonds by the final maturity date for that tranche is an event of default, but the failure to pay principal of any tranche of bonds by the respective scheduled final payment date will not be an event of default. Please read “—Interest Payments” and “—Principal Payments” and “—Events of Default; Rights Upon Event of Default” in this prospectus.
Payment and Record Dates and Payment Sources
Beginning                      , we will make payments on the bonds semi-annually on                       and                       of each year, or, if that day is not a business day, the following business day (each, a payment date). So long as the bonds are in book-entry form, on each payment date, we will make interest and principal payments to the persons who are the holders of record as of the business day immediately prior to that payment date, which is referred to as the “record date.” If we issue certificated System Restoration Bonds to beneficial owners of the bonds, the record date will be the last business day of the calendar month immediately preceding the payment date. On each payment date, we will pay amounts on outstanding bonds from amounts available in the collection account and the related subaccounts held by the trustee in the priority set forth under “Security for the System Restoration Bonds—How Funds in the Collection Account Will Be Allocated” in this prospectus. These available amounts, which will include amounts collected by the servicer for us with respect to the system restoration charges, are described in greater detail under “Security for the System Restoration Bonds—How Funds in the Collection Account Will Be Allocated” and “The Servicing Agreement—Remittances to Collection Account” in this prospectus.
    - 84 -


Page
Interest Payments
Interest on each tranche of bonds will accrue from and including the issue date to but excluding the first payment date, and thereafter from and including the previous payment date to but excluding the applicable payment date until the bonds have been paid in full, at the interest rate indicated on the cover of this prospectus and in the table above on page 87. Each of those periods is referred to as an “interest accrual period.” We will calculate interest on tranches of the bonds on the basis of a 360-day year of twelve 30-day months.
On each payment date, we will pay interest on each tranche of the bonds equal to the following amounts:
if there has been a payment default, any interest payable but unpaid on any prior payment date, together with interest on such unpaid interest, if any, and
accrued interest on the principal balance of each tranche of the bonds as of the close of business on the preceding payment date (or with respect to the initial payment date, the date of the original issuance of the bonds) after giving effect to all payments of principal made on the preceding payment date, if any.
We will pay interest on the bonds before we pay principal on the bonds. Interest payments will be made from collections of system restoration charges, including amounts available in the excess funds subaccount and, if necessary, the amounts available in the capital subaccount. In the event of default by a REP, if retail competition is introduced in Entergy Texas’ service territory, the amounts in the REP deposit account or available from other credit support (up to an amount of the lesser of the payment defaults of a REP or that REP’s deposit or other credit support amount) will be used to make interest payments to the bondholders on each payment date for the System Restoration Bonds after more senior payments are made pursuant to the indenture. Please read “Security for the System Restoration Bonds—How Funds in the Collection Account Will Be Allocated” in this prospectus.
If there is a shortfall in the amounts available in the collection account to make interest payments on the bonds, the trustee will distribute interest pro rata to each tranche of bonds based on the amount of interest payable on each such outstanding tranche. Please read “Security for the System Restoration Bonds—How Funds in the Collection Account Will Be Allocated” in this prospectus.
Principal Payments
On each payment date, we will pay principal of the bonds to the bondholders equal to the sum, without duplication, of:
the unpaid principal amount of any bond whose final maturity date is on that payment date, plus
the unpaid principal amount of any bond upon acceleration following an event of default relating to the bonds, plus
any overdue payments of principal, plus
any unpaid and previously scheduled payments of principal, plus
the principal scheduled to be paid on any bond on that payment date,
    - 85 -


Page
but only to the extent funds are available in the collection account after payment of certain of our fees and expenses and after payment of interest as described above under “—Interest Payments.” If the trustee receives insufficient collections of system restoration charges for any payment date, and amounts in the collection account (and the applicable subaccounts of the collection account) are not sufficient to make up the shortfall, principal of any tranche of System Restoration Bonds may be payable later than expected. Please read “Risk Factors—Other Risks Associated with an Investment in the System Restoration Bonds” in this prospectus. To the extent funds are so available, we will make scheduled payments of principal of the bonds in the following order:
1.to the holders of the tranche     bonds, until the principal balance of that tranche has been reduced to zero, and
2.to the holders of the tranche     bonds, until the principal balance of that tranche has been reduced to zero.
However, on any payment date, unless an event of default has occurred and is continuing and the System Restoration Bonds have been declared due and payable, the trustee will make principal payments on the System Restoration Bonds only until the outstanding principal balances of those System Restoration Bonds have been reduced to the principal balances specified in the applicable expected amortization schedule for that payment date. Accordingly, principal of the System Restoration Bonds may be paid later, but not sooner, than reflected in the expected sinking fund schedule, except in the case of an acceleration. The entire unpaid principal balance of each tranche of the bonds will be due and payable on the final maturity date for that tranche. The failure to make a scheduled payment of principal on the System Restoration Bonds because there are not sufficient funds in the collection account does not constitute a default or an event of default under the indenture, except for the failure to pay in full the unpaid balance of any tranche upon the final maturity date for such tranche.
Unless the bonds have been accelerated following an event of default, any excess funds remaining in the collection account after payment of principal, interest, applicable fees and expenses and payments to the applicable subaccounts of the collection account will be retained in the excess funds subaccount until applied on a subsequent payment date.
If an event of default (other than a breach by the State of Texas of its pledge) has occurred and is continuing, then the trustee or the holders of not less than a majority in principal amount of the System Restoration Bonds then outstanding may declare the System Restoration Bonds to be immediately due and payable, in which event the entire unpaid principal amount of the System Restoration Bonds will become due and payable. Please read “—Events of Default; Rights Upon Event of Default” in this prospectus. However, the nature of our business will result in payment of principal upon an acceleration of the bonds being made as funds become available. Please read “Risk Factors—Risks Associated With the Unusual Nature of the Transition Property—Foreclosure of the trustee’s lien on the transition property for the System Restoration Bonds might not be practical, and acceleration of the System Restoration Bonds before maturity might have little practical effect” and “Risk Factors—You may experience material payment delays or incur a loss on your investment in the System Restoration Bonds because the source of funds for payment is limited” in this prospectus.
If there is a shortfall in the amounts available to make principal payments on the System Restoration Bonds that are due and payable, including upon an acceleration following an event of default, the trustee will distribute principal from the collection account pro rata to each tranche of System Restoration Bonds based on the principal amount then due and payable on the payment date; and if there is a shortfall in the remaining amounts available to make principal payments on the System Restoration Bonds that are scheduled to be paid, the trustee will distribute principal
    - 86 -


Page
from the collection account pro rata to each tranche of System Restoration Bonds based on the principal amount then scheduled to be paid on the payment date.
The expected sinking fund schedule below sets forth the corresponding principal payment that is scheduled to be made on each payment date for each tranche of the bonds from the issuance date to the scheduled final payment date. Similarly, the expected amortization schedule below sets forth the principal balance that is scheduled to remain outstanding on each payment date for each tranche of the bonds from the issuance date to the scheduled final payment date.
EXPECTED SINKING FUND SCHEDULE
Semi-Annual
Payment Date
(1)    Terms are preliminary and subject to change.
(2)    Totals may not add up due to rounding.
We cannot assure you that the principal balance of any tranche of the bonds will be reduced at the rate indicated in the table above. The actual reduction in tranche principal balances may occur more slowly. The actual reduction in tranche principal balances will not occur more quickly than indicated in the above table, except in the case of acceleration due to an event of default under the indenture. The bonds will not be in default if principal is not paid as specified in the schedule above unless the principal of any tranche is not paid in full on or before the final maturity date of that tranche.
    - 87 -


Page
EXPECTED SINKING FUND SCHEDULE

Outstanding Principal Balance Per Tranche
Semi-Annual
Payment Date
(1)    Terms are preliminary and subject to change.
(2)    Totals may not add up due to rounding.
On each payment date, the trustee will make principal payments to the extent the principal balance of each tranche of the bonds exceeds the amount indicated for that payment date in the table above and to the extent of funds available in the collection account after payment of certain of our fees and expenses and after payment of interest.
Distribution Following Acceleration
Upon an acceleration of the maturity of the bonds, the total outstanding principal balance of and interest accrued on the bonds will be payable, without regard to tranche. Although principal will be due and payable upon acceleration, the nature of our business will result in principal being paid as funds become available. Please read “Risk Factors—Risks Associated with the Unusual Nature of the Transition Property—Foreclosure of the trustee’s lien on the transition property for the System Restoration Bonds might not be practical, and acceleration of the System Restoration Bonds before maturity might have little practical effect” and “Risk Factors—You may experience material payment delays or incur a loss on your investment in the System Restoration Bonds because the source of funds for payment is limited” in this prospectus.
    - 88 -


Page
Optional Redemption
We may not voluntarily redeem any tranche of the bonds.
Payments on the System Restoration Bonds
The trustee will pay on each payment date to the holders of each tranche of System Restoration Bonds, to the extent of available funds in the collection account, all payments of principal and interest then due. The trustee will make each payment other than the final payment with respect to any System Restoration Bonds to the holders of record of the System Restoration Bonds of the applicable tranche on the record date for that payment date. The trustee will make the final payment for each tranche of System Restoration Bonds, however, only upon presentation and surrender of the System Restoration Bonds of that tranche at the office or agency of the trustee specified in the notice given by the trustee of the final payment. The trustee will send notice of the final payment to the bondholders no later than five days prior to the final payment date, specifying the date set for the final payment and the amount of the payment.
The failure to pay accrued interest on any payment date (even if the failure is caused by a shortfall in system restoration charges received) will result in an event of default for the System Restoration Bonds unless such failure is cured within five business days. Please read “—Events of Default; Rights Upon Event of Default” in this prospectus. Any interest not paid when due (plus interest on the defaulted interest at the applicable interest rate to the extent lawful) will be payable to the bondholders on a special record date. The special record date will be at least fifteen business days prior to the date on which the trustee is to make such special payment (a special payment date). We will fix any special record date and special payment date. At least 10 days before any special record date, the trustee will send to each affected bondholder a notice that states the special record date, the special payment date and the amount of defaulted interest (plus interest on the defaulted interest) to be paid.
The entire unpaid principal amount of the System Restoration Bonds will be due and payable:
on the final maturity date,
if an event of default under the indenture occurs and is continuing and the trustee or the holders of a majority in principal amount of the System Restoration Bonds have declared the System Restoration Bonds to be immediately due and payable.
However, the nature of our business will result in payment of principal upon an acceleration of the System Restoration Bonds being made as funds become available. Please read “Risk Factors—Risks associated with the Unusual Nature of the Transition Property—Foreclosure of the trustee’s lien on the transition property securing the System Restoration Bonds might not be practical, and acceleration of the System Restoration Bonds before maturity might have little practical effect” and “—You may experience material payment delays or incur a loss on your investment in the System Restoration Bonds because the source of funds for payment is limited” in this prospectus.
At the time, if any, we issue the System Restoration Bonds in the form of definitive bonds and not to DTC or its nominee, the trustee will make payments with respect to that tranche on a payment date or a special payment date by wire transfer to each holder of a definitive bond of the tranche of record on the applicable record date to an account maintained by the payee.
If any special payment date or other date specified for any payments to bondholders is not a business day, the trustee will make payments scheduled to be made on that special payment
    - 89 -


Page
date or other date on the next succeeding business day and no interest will accrue upon the payment during the intervening period.
Fees and Expenses
As set forth in the table below, the issuing entity is obligated to pay fees to the servicer, the trustee, its independent managers and Entergy Texas as administrator. The following table illustrates this arrangement.
Recipient Source of Payment Fees and Expenses Payable
Servicer System restoration charge collections and investment earnings. 0.10% of the initial principal balance of the System Restoration Bonds on an annualized basis (so long as servicer is Entergy Texas or an affiliate)
Trustee System restoration charge collections and investment earnings. $          per annum; plus expenses
Independent Managers System restoration charge collections and investment earnings. $5,000 per annum plus expenses
Administration Fee System restoration charge collections and investment earnings. $100,000 per annum reimbursable third-party costs

The annual servicing fee payable to any servicer not affiliated with Entergy Texas shall not at any time exceed 0.60% of the initial principal balance of the bonds unless such higher rate is approved by the Texas commission and the rating agency condition is satisfied.
System Restoration Bonds Will Be Issued in Book-Entry Form
The System Restoration Bonds will be available to investors only in the form of book-entry System Restoration Bonds. You may hold your bonds through DTC in the United States, Clearstream Banking, Luxembourg, S.A., referred to as Clearstream, or Euroclear in Europe. You may hold your bonds directly with one of these systems if you are a participant in the system or indirectly through organizations that are participants.
The Role of DTC, Clearstream and Euroclear
Cede & Co., as nominee for DTC, will hold the global bond or bonds representing the System Restoration Bonds. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream customers and Euroclear participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries. These depositaries will, in turn, hold these positions in customers’ securities accounts in the depositaries’ names on the books of DTC.
The Function of DTC
DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and
    - 90 -


Page
provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.
The Function of Clearstream
Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream customers through electronic book-entry changes in accounts of Clearstream customers, thereby eliminating the need for physical movement of securities. Transactions may be settled by Clearstream in any of various currencies, including United States dollars. Clearstream provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream also deals with domestic securities markets in various countries through established depositary and custodial relationships. Clearstream is registered as a bank in Luxembourg and therefore is subject to regulation by the Luxembourg Commission de Surveillance du Secteur Financier, which supervises Luxembourg banks. Clearstream’s customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, among others, and may include the underwriters of the System Restoration Bonds. Clearstream’s U.S. customers are limited to securities brokers and dealers and banks. Clearstream has customers located in various countries. Indirect access to Clearstream is also available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream. Clearstream has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream and Euroclear.
The Function of Euroclear
The Euroclear System was created in 1968 in Brussels. Euroclear holds securities and book-entry interests in securities for Euroclear participants and facilitates the clearance and settlement of securities transactions between Euroclear participants, and between Euroclear participants and participants of certain other securities intermediaries through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of securities and any risk from lack of simultaneous transfers of securities and cash. Such transactions may be settled in any of various currencies, including United States dollars. The Euroclear System includes various other services, including, among other things, safekeeping, administration, clearance and settlement, securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described below. The Euroclear System is operated by Euroclear Bank SA/NV. Euroclear participants include central banks and other banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriters of the System Restoration Bonds. Indirect access to the Euroclear System is also
    - 91 -


Page
available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
Terms and Conditions of Euroclear
Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”). These Terms and Conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System and receipts of payments with respect to securities in the Euroclear System. All securities in Euroclear are held on a fungible basis without attribution of specific securities to specific securities clearance accounts. Euroclear acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.
The Rules for Transfers Among DTC, Clearstream or Euroclear Participants
Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream customers or Euroclear participants will occur in the ordinary way in accordance with their applicable rules and operating procedures and will be settled using procedures applicable to conventional securities held in registered form.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary; however, those cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, which will be based on European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving System Restoration Bonds in DTC and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to Clearstream’s and Euroclear’s depositaries.
Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and those credits or any transactions in those securities settled during that processing will be reported to the relevant Clearstream customer or Euroclear participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.
DTC Will Be the Holder of the System Restoration Bonds
System restoration bondholders that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interest in, System Restoration Bonds may do so only through participants and indirect participants. In addition, system restoration bondholders will receive all payments of principal of and interest on the System Restoration Bonds from the trustee through the participants, who in turn will receive them from DTC. Under a book-entry format, system restoration bondholders may experience some delay in
    - 92 -


Page
their receipt of payments because payments will be forwarded by the trustee to Cede & Co., as nominee for DTC. DTC will forward those payments to its participants, who thereafter will forward them to indirect participants or system restoration bondholders. It is anticipated that the only “bondholder” will be Cede & Co., as nominee of DTC. The trustee will not recognize system restoration bondholders as bondholders, as that term is used in the indenture, and system restoration bondholders will be permitted to exercise the rights of bondholders only indirectly through the participants, who in turn will exercise the rights of system restoration bondholders through DTC.
Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers of book-entry certificates among participants on whose behalf it acts with respect to the System Restoration Bonds and is required to receive and transmit payments of principal and interest on the System Restoration Bonds. Participants and indirect participants with whom system restoration bondholders have accounts with respect to the System Restoration Bonds similarly are required to make book-entry transfers and receive and transmit those payments on behalf of their respective system restoration bondholders. Accordingly, although system restoration bondholders will not possess System Restoration Bonds, system restoration bondholders will receive payments and will be able to transfer their interests.
Because DTC can act only on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a bondholder to pledge System Restoration Bonds to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of those bonds, may be limited due to the lack of a physical certificate for those bonds.
DTC has advised us that it will take any action permitted to be taken by a bondholder under the indenture only at the direction of one or more participants to whose account with DTC the System Restoration Bonds are credited. Additionally, DTC has advised us that it will take those actions with respect to specified percentages of the collateral amount only at the direction of and on behalf of participants whose holdings include interests that satisfy those specified percentages. DTC may take conflicting actions with respect to other interests to the extent that those actions are taken on behalf of participants whose holdings include those interests.
Except as required by law, none of any underwriter, the servicer, Entergy Texas, the trustee, us or any other party will have any liability for any aspect of the records relating to or payments made on account of beneficial interests in the certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial interests.
How Transition Bond Payments Will Be Credited by Clearstream and Euroclear
Payments with respect to System Restoration Bonds held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream customers or Euroclear participants in accordance with the applicable system’s rules and operating procedures, to the extent received by its depositary. Those payments will be subject to tax reporting in accordance with relevant United States tax laws and regulations. Please read “Material U.S. Federal Income Tax Consequences” in this prospectus. Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a bondholder under the indenture on behalf of a Clearstream customer or Euroclear participant only in accordance with its applicable rules and operating procedures and subject to its depositary’s ability to effect those actions on its behalf through DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the System Restoration Bonds among participants of DTC,
    - 93 -


Page
Clearstream and Euroclear, they are under no obligation to perform or continue to perform those procedures, and those procedures may be discontinued at any time.
Definitive System Restoration Bonds
We will issue System Restoration Bonds in registered, certificated form to bondholders, or their nominees, rather than to DTC, only under the circumstances provided in the indenture, which will include: (1) us advising the trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as nominee and depositary with respect to the book-entry bonds and that we are unable to locate a qualified successor, (2) our electing to terminate the book-entry system through DTC, with written notice to the trustee, or (3) after the occurrence of an event of default under the indenture, holders of System Restoration Bonds aggregating not less than a majority of the aggregate outstanding principal amount of the System Restoration Bonds maintained as book-entry bonds advising us, the trustee, and DTC in writing that the continuation of a book-entry system through DTC (or a successor) is no longer in the best interests of those bondholders. Upon issuance of definitive bonds, the System Restoration Bonds evidenced by such definitive bonds will be transferable directly (and not exclusively on a book-entry basis) and registered holders will deal directly with the trustee with respect to transfers, notices and payments.
Upon surrender by DTC of the definitive securities representing the System Restoration Bonds and instructions for registration, the issuing entity will sign and the trustee will authenticate and deliver the System Restoration Bonds in the form of definitive bonds, and thereafter the trustee will recognize the registered holders of the definitive bonds as bondholders under the indenture.
The trustee will make payment of principal of and interest on the System Restoration Bonds directly to bondholders in accordance with the procedures set forth herein and in the indenture. The trustee will make interest payments and principal payments to bondholders in whose names the definitive bonds were registered at the close of business on the related record date. The trustee will make payments by wire transfer to the bondholder as described in the indenture or in such other manner as may be provided in the series supplement. The trustee will make the final payment on any System Restoration Bond (whether definitive bonds or bonds registered in the name of Cede & Co.), however, only upon presentation and surrender of the bond on the final payment date at the office or agency that is specified in the notice of final payment to bondholders. The trustee will provide the notice to registered bondholders not later than the fifth day prior to the final payment date.
Definitive bonds will be transferable and exchangeable at the offices of the transfer agent and registrar, which initially will be the trustee. There will be no service charge for any registration of transfer or exchange, but the transfer agent and registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.
Relationship to the 2009 Transition Bonds
Although the 2009 Transition Bonds and the System Restoration Bonds offered by this prospectus are issued by different issuing entities each of whom has its own transition property, system restoration charges relating to each such issuing entity will be collected through single bills to individual retail customers and associated retail electric providers that include all charges related to the purchase of electricity, without separately itemizing the system restoration charge or system restoration charge component of the bill or the system restoration charge or system restoration charge components applicable to each issuing entity. In the event a customer does not pay in full all amounts owed under any bill including system restoration charges, Entergy Texas will allocate that shortfall, first, ratably based on the amount owed to Entergy Texas or
    - 94 -


Page
other parties (including those amounts associated with the bonds, the 2009 Transition Bonds and future transition bonds or system restoration bonds) and the amount owed for other fees and charges, other than late charges, and second, all remaining collections will be allocated to late charges. Please read “The Servicing Agreement—Remittances to Collection Account” in this prospectus.
Access of Bondholders
Upon written request of any bondholder or group of bondholders of System Restoration Bonds evidencing not less than 10 percent of the aggregate outstanding principal amount of the System Restoration Bonds, the trustee will afford the bondholder or bondholders making such request a copy of a current list of bondholders for purposes of communicating with other bondholders with respect to their rights under the indenture.
The indenture does not provide for any annual or other meetings of bondholders.
Reports to Bondholders
On or prior to each payment date, special payment date or any other date specified in the indenture for payments with respect to any tranche of System Restoration Bonds, the servicer will deliver to the trustee, and the trustee will make available on its website (currently located at https://gctinvestorreporting.bnymellon.com), a statement prepared by the servicer with respect to the payment to be made on the payment date, special payment date or other date, as the case may be, setting forth the following information:
the amount of the payment to bondholders allocable to (1) principal and (2) interest,
the aggregate outstanding principal balance of the System Restoration Bonds, before and after giving effect to payments allocated to principal reported immediately above,
the difference, if any, between the amount specified immediately above and the principal amount scheduled to be outstanding on that date according to the related expected amortization schedule,
any other transfers and payments to be made on such payment date, including amounts paid to the trustee and the servicer, and
the amounts on deposit in the capital subaccount and the excess funds subaccount, after giving effect to the foregoing payments.
Unless and until System Restoration Bonds are no longer issued in book-entry form, the reports will be provided to the depository for the System Restoration Bonds, or its nominee, as sole beneficial owner of the System Restoration Bonds. The reports will be available to bondholders upon written request to the trustee or the servicer. Such reports will not constitute financial statements prepared in accordance with generally accepted accounting principles. The financial information provided to bondholders will not be examined and reported upon by an independent public accountant. In addition, an independent public accountant will not provide an opinion on the financial information.
Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the System Restoration Bonds, the trustee, so long as it is acting as paying agent and transfer agent and registrar for the System Restoration Bonds, will, upon
    - 95 -


Page
written request by us or any bondholder, send to persons who at any time during the calendar year were bondholders and received any payment on the System Restoration Bonds, a statement containing certain information for the purposes of the bondholder’s preparation of United States federal and state income tax returns.
Website Disclosure
We will, to the extent permitted by and consistent with our legal obligations under applicable law, cause to be posted on a website associated with Entergy Texas, currently located at www.entergy.com, and shall direct the trustee to post on its website for investors, the following information (other than any such information filed with the SEC and publicly available to investors unless we specifically request such items to be posted) with respect to the outstanding System Restoration Bonds, in each case, to the extent such information is reasonably available to us:
the final prospectus for the System Restoration Bonds,
a statement of system restoration charge remittances made to the trustee,
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,
a statement showing the balance of outstanding System Restoration Bonds that reflects the actual periodic payments made on the System Restoration Bonds during the applicable period,
the semi-annual servicer’s certificate delivered for the System Restoration Bonds pursuant to the servicing agreement,
the monthly servicer’s certificate delivered for the System Restoration Bonds pursuant to the servicing agreement,
the text (or a link to the website where a reader can find the text) of each true-up filing in respect of the outstanding System Restoration Bonds and the results of each such true-up filing,
any change in the long-term or short-term credit ratings of the servicer assigned by the rating agencies,
material legislative or regulatory developments directly relevant to the System Restoration Bonds,
any reports and other information that we are required to file with the SEC under the Exchange Act, and
a quarterly statement either affirming that, to our or Entergy Texas’ knowledge, as applicable, in all material respects, for each materially significant retail electric provider, if any (A) each such retail electric provider has been billed in compliance with the requirements outlined in the financing order, (B) each such retail electric provider has made payments in compliance with the requirements outlined in the financing order, and (C) each such retail electric provider satisfies the creditworthiness requirements of the financing order, or if clauses (A), (B) and
    - 96 -


Page
(C) has not occurred, such quarterly statements shall describe Entergy Texas’ actions.
Notwithstanding the foregoing, nothing in the indenture shall preclude us from voluntarily suspending or terminating our filing obligations as issuer with the SEC to the extent permitted by applicable law.
The address of the trustee’s website for investors is currently https://gctinvestorreporting.bnymellon.com. The trustee shall promptly notify us, investors and the rating agencies of any change to the address of the website for investors.
Information contained on Entergy’s or the trustee’s investor website or that can be accessed through either such website is not incorporated into and does not constitute a part of this registration statement
We and the Trustee May Modify the Indenture
Modifications of the Indenture that do not Require Consent of System Restoration Bondholders
From time to time, and without the consent of the bondholders (but with prior notice to the rating agencies and, in certain instances, with the consent or deemed consent of the Texas commission and when authorized by an issuer order), we may enter into one or more agreements supplemental to the indenture for various purposes described in the indenture, including:
to correct or amplify the description of any property including, without limitation, the collateral subject to the indenture, or to better convey, assure and confirm to the trustee the property subject to the indenture, or to add additional property,
to add to the covenants for the benefit of the bondholders and the trustee, or surrender any right or power conferred to us with the indenture,
to convey, transfer, assign, mortgage or pledge any property to or with the trustee,
to cure any ambiguity or mistake or correct or supplement any provision in the indenture or in any supplemental indenture which may be inconsistent with any other provision in the indenture or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under the indenture or in any supplemental indenture, provided however, that (i) such action will not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of the bondholders and (ii) the rating agency condition shall have been satisfied with respect thereto,
to evidence and provide for the acceptance of the appointment under the indenture of a successor trustee with respect to the bonds and to add or change any of the provisions of the indenture as shall be necessary to facilitate the administration of the trusts thereunder by more than one trustee,
to evidence the succession of another person to us in accordance with the terms of the indenture and the assumption by any such successor of the covenants in the indenture and in the System Restoration Bonds,
to modify, eliminate or add to the provisions of the indenture to such extent as shall be necessary to effect qualification under the Trust Indenture Act of 1939 or under any similar or successor federal statute hereafter enacted and to add to the
    - 97 -


Page
indenture such other provisions as may be expressly required by the Trust Indenture Act of 1939,
to set forth the terms of any tranche not theretofore authorized by the supplemental indenture establishing the terms of the System Restoration Bonds,
to qualify the System Restoration Bonds for registration with a clearing agency,
to satisfy any rating agency requirements,
to make any amendment to the indenture or the bonds relating to the transfer and legending of the bonds to comply with applicable securities laws,
to conform the text of the indenture or the bonds to any provision of the registration statement filed by us with the SEC with respect to the issuance of the bonds to the extent that such provision was intended to be a verbatim recitation of a provision of the indenture or the bonds.
We may also, without the consent of the bondholders, enter into one or more other agreements supplemental to the indenture so long as (i) the supplemental agreement does not, as evidenced by an opinion of counsel experienced in structured finance transactions, adversely affect the interests of any holders of System Restoration Bonds then outstanding in any material respect, (ii) the rating agency condition shall have been satisfied with respect thereto, and (iii) with respect to any amendment that would increase qualifying costs, we have obtained the consent or deemed consent of the PUCT.
Modifications of the Indenture that Require the Approval of System Restoration Bondholders.
We may, with the consent of bondholders holding not less than a majority of the aggregate outstanding principal amount of the System Restoration Bonds (and with prior notice to the rating agencies and with the consent or deemed consent of the Texas commission if such supplemental indenture will increase ongoing qualified costs), enter into one or more indentures supplemental to the indenture for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture. In determining whether a majority of holders have consented, System Restoration Bonds owned by us, Entergy Texas or any affiliate of us shall be disregarded, except that, in determining whether the trustee shall be protected in relying upon any such consent, the trustee shall only be required to disregard any System Restoration Bonds it actually knows to be so owned. No supplement, however, may, without the consent of each bondholder of each tranche affected thereby, take certain actions enumerated in the indenture, including:
change the date of payment of any installment of principal of or premium, if any, or interest on any System Restoration Bond of such tranche, or reduce in any manner the principal amount thereof, the interest rate thereon or the premium, if any, with respect thereto,
change the provisions of the indenture and any applicable supplemental indenture relating to the application of collections on, or the proceeds of the sale of, the collateral to payment of principal of or premium, if any, or interest on the System Restoration Bonds, or change the coin or currency in which any System Restoration Bond or any interest thereon is payable,
impair the right to institute suit for the enforcement of those provisions of the indenture specified therein regarding payment or application of funds,
    - 98 -


Page
reduce the percentage of the aggregate amount of the outstanding System Restoration Bonds, or of a tranche thereof, the consent of the system restoration bondholders of which is required for any supplemental indenture, or the consent of the system restoration bondholders of which is required for any waiver of compliance with those provisions of the indenture specified therein or of defaults specified therein and their consequences provided for in the indenture or modify certain aspects of the definition of the term “outstanding,”
reduce the percentage of the outstanding amount of the System Restoration Bonds or tranche the holders of which are required to consent to direct the trustee to sell or liquidate the collateral,
modify any of the provisions of the indenture in a manner so as to affect the amount of any payment of interest, principal or premium, if any, payable on any System Restoration Bond of such tranche on any payment date or change the expected sinking fund schedules or final maturity dates of any System Restoration Bonds of such tranche,
decrease the required capital amount,
permit the creation of any lien ranking prior to or on a parity with the lien of the indenture with respect to any of the collateral for the System Restoration Bonds or tranche or, except as otherwise permitted or contemplated in the indenture, terminate the lien of the indenture on any property at any time subject thereto or deprive the holder of any System Restoration Bond of the security provided by the lien of the indenture, or
cause any material adverse federal income tax consequence to the seller, the issuing entity, the manager, the trustee or the beneficial owners of the System Restoration Bonds.
Promptly following the execution of any supplement to the indenture requiring the approval of the bondholders, we will furnish either a copy of such supplement or written notice of the substance of the supplement to each bondholder, and a copy of such supplement to each rating agency.
Notification of the Rating Agencies, the Texas Commission, the Trustee and the System Restoration Bondholders of Any Modification
If we, Entergy Texas, the administrator or the servicer or any other party to the applicable agreement:
proposes to amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of the sale agreement, the administration agreement or the servicing agreement, or
waives timely performance or observance by Entergy Texas, the administrator or the servicer under the sale agreement, the administration agreement or the servicing agreement,
in each case in a way which would materially and adversely affect the interests of system restoration bondholders, we must first notify the rating agencies of the proposed amendment, modification, waiver, supplement, termination or surrender and satisfy the rating agency
    - 99 -


Page
condition. Upon satisfaction of the rating agency condition, we must thereafter notify the trustee and the Texas commission in writing, and the trustee shall notify the system restoration bondholders of the proposed amendment modification, waiver, supplement, termination or surrender and whether the rating agency condition has been satisfied with respect thereto. The trustee will consent to such proposed amendment, modification, waiver, supplement, termination or surrender only if the rating agency condition is satisfied and only with the prior written consent of the holders of a majority of the outstanding principal amount of the System Restoration Bonds of the tranches materially and adversely affected thereby and, if the proposed amendment, modification, waiver, supplement, termination or surrender would increase ongoing qualified costs as defined in the financing order, the consent or deemed consent of the Texas commission. In determining whether a majority of holders have consented, System Restoration Bonds owned by us, Entergy Texas or any affiliate of us shall be disregarded, except that, in determining whether the trustee shall be protected in relying upon any such consent, the trustee shall only be required to disregard any System Restoration Bonds it actually knows to be so owned.
Modifications to the Sale Agreement, the Administration Agreement and the Servicing Agreement
With the prior written consent of the trustee (subject to the delivery of the opinion of counsel set forth below), the sale agreement, the administration agreement and the servicing agreement may be amended in accordance with the terms of such agreements, so long as the rating agency condition is satisfied in connection therewith, at any time and from time to time, without the consent of the system restoration bondholders but, with respect to amendments that would increase ongoing qualified costs as defined in the financing order, with the consent or deemed consent of the Texas commission. However, any such amendment may not adversely affect the interest of any bondholder in any material respect without the consent of the holders of a majority of the outstanding principal amount of the System Restoration Bonds. In determining whether a majority of holders have consented, System Restoration Bonds owned by us, Entergy Texas or any affiliate of us shall be disregarded, except that, in determining whether the trustee shall be protected in relying upon any such consent, the trustee shall only be required to disregard any System Restoration Bonds it actually knows to be so owned. The parties to the servicing agreement acknowledge that the financing order provides that the Texas commission, acting through its authorized legal representative and for the benefit of Texas ratepayers, may enforce the servicer’s obligations imposed under the servicing agreement pursuant to the financing order to the extent permitted by law.
In addition, the sale agreement, the administration agreement and the servicing agreement may be amended with ten business days’ prior written notice given to the rating agencies, and, solely with respect to the servicing agreement, the prior written consent of the trustee (subject to, and given in reliance on, the opinion of counsel to be delivered pursuant to the servicing agreement) and, if the contemplated amendment may in the judgment of the Texas commission increase ongoing qualified costs, the consent of the Texas commission, but without the consent of the system restoration bondholders, (i) to cure any ambiguity, to correct or supplement any provisions in the applicable agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in such agreement or of modifying in any manner the rights of the system restoration bondholders; provided, however, that such action shall not, as evidenced by an officer’s certificate delivered to the issuing entity and the trustee, adversely affect in any material respect the interests of any bondholder or (ii) to conform the provisions of the applicable agreement to the description of such agreement in this prospectus. Promptly after the execution of any such amendment or consent, the issuing entity shall furnish copies of such amendment or consent to each of the rating agencies.
In executing any amendment to a basic document, the trustee shall be fully protected in relying upon, an officer’s certificate and an opinion of counsel stating that such action is
    - 100 -


Page
authorized or permitted by the indenture and all conditions precedent to such amendment have been satisfied.
Enforcement of the Sale Agreement, the Administration Agreement, any Intercreditor Agreement and the Servicing Agreement
The indenture provides that we will take all lawful actions to enforce our rights under the sale agreement, the administration agreement and the servicing agreement to compel or secure the performance and observance by the seller, the servicer, the administrator and ETI of each of their respective obligations to us under or in connection with the sale agreement, the servicing agreement and the administration agreement in accordance with the terms thereof. So long as no event of default occurs and is continuing, we may exercise any and all rights, remedies, powers and privileges lawfully available to us under or in connection with the sale agreement, the administration agreement and the servicing agreement. However, if we or the servicer propose to amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the process for adjusting the system restoration charges, we must notify the trustee and the Texas commission in writing and the trustee must notify the system restoration bondholders of this proposal. In addition, the trustee may consent to this proposal only with the consent of the Texas commission and the written consent of the holders of a majority of the principal amount of the outstanding System Restoration Bonds of the tranches affected thereby and only if the rating agency condition is satisfied. In determining whether a majority of holders have consented, System Restoration Bonds owned by us, Entergy Texas or any affiliate of us shall be disregarded, except that, in determining whether the trustee shall be protected in relying upon any such consent, the trustee shall only be required to disregard any System Restoration Bonds it actually knows to be so owned.
If an event of default occurs and is continuing, the trustee may, and, at the written direction of the holders of a majority of the outstanding amount of all affected tranches of System Restoration Bonds, will, exercise all of our rights, remedies, powers, privileges and claims against Entergy Texas, the seller, the administrator and servicer, under or in connection with the sale agreement, administration agreement and servicing agreement, and any right of ours to take this action shall be suspended.
Procedure for obtaining consent or deemed consent of the Texas commission
To the extent the consent of the Texas commission is required to effect any amendment, modification or supplemental indenture of the indenture or any other of the basic documents, the indenture sets forth procedures whereby we may request such consent and the Texas commission shall, within 30 days of receiving such a request, either (i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the ongoing qualified costs related to the System Restoration Bonds, (ii) provide notice of its consent or lack of consent, or (iii) be conclusively deemed to have consented to the proposed amendment, modification or supplemental indenture, unless, within such 30 day period, the Texas commission delivers to us a written statement requesting an additional amount of time, not to exceed 30 days, in which to consider whether to consent to the proposed amendment, modification or supplemental indenture. If the Texas commission requests an extension of time as described above, the Texas commission shall either (i) provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase the ongoing qualified costs related to the System Restoration Bonds no later than the last day of such extended period of time or (ii) be conclusively deemed to have consented to the proposed amendment, modification or supplemental indenture on the last day of such extended period of time.
    - 101 -


Page
Our Covenants
We may not consolidate with or merge into any other entity, unless:
the entity formed by or surviving the consolidation or merger is organized under the laws of the United States or any state;
the entity expressly assumes, by a supplemental indenture, the performance or observance of all of our agreements and covenants under the indenture and the series supplement;
the entity expressly assumes all of our obligations and succeeds to all of our rights under the sale agreement, servicing agreement and any other basic document to which we are a party;
no default, event of default or servicer default under the indenture has occurred and is continuing immediately after giving effect to the merger or consolidation;
the rating agency condition will have been satisfied with respect to the merger or consolidation;
we have delivered to Entergy Texas, the trustee and the rating agencies an opinion or opinions of outside tax counsel (as selected by us, in form and substance reasonably satisfactory to Entergy Texas, and which may be based on a ruling from the IRS) to the effect that the consolidation or merger will not result in a material adverse federal or state income tax consequence to us, Entergy Texas, the trustee or the then existing bondholders;
any action as is necessary to maintain the lien and the first priority perfected security interest in the collateral created by the indenture and the series supplement has been taken, as evidenced by an opinion of counsel of external counsel; and
we have delivered to the trustee an officer’s certificate and an opinion of counsel of external counsel, each stating that all conditions precedent in the indenture provided for relating to the transaction have been complied with.
We may not sell, convey, exchange, transfer or otherwise dispose of any of our properties or assets included in the collateral to any person or entity, unless:
the person or entity acquiring the properties and assets:
is a United States citizen or an entity organized under the laws of the United States or any state,
expressly assumes, by a supplemental indenture, the performance or observance of all of our agreements and covenants under the indenture and the series supplement,
expressly agrees by the supplemental indenture that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of bondholders,
    - 102 -


Page
unless otherwise specified in the supplemental indenture referred to above, expressly agrees to indemnify, defend and hold us and the trustee harmless against and from any loss, liability or expense arising under or related to the indenture, the series supplement and the System Restoration Bonds (including the enforcement cost of such indemnity),
expressly agrees by means of the supplemental indenture that the person (or if a group of persons, then one specified person) will make all filings with the SEC (and any other appropriate person) required by the Exchange Act in connection with the System Restoration Bonds; and
if such sale, conveyance, exchange, transfer or disposal relates to our rights and obligations under the sale agreement or the servicing agreement, such person or entity assumes all obligations and succeeds to all of our rights under the sale agreement and the servicing agreement, as applicable;
no default, event of default or servicer default under the indenture has occurred and is continuing immediately after giving effect to the transactions;
the rating agency condition has been satisfied with respect to such transaction;
we have delivered to Entergy Texas, the trustee and the rating agencies an opinion or opinions of outside tax counsel (as selected by us, in form and substance reasonably satisfactory to Entergy Texas, and which may be based on a ruling from the IRS) to the effect that the disposition will not result in a material adverse federal or state income tax consequence to us, Entergy Texas, the trustee or the then existing bondholders;
any action as is necessary to maintain the lien and the first priority perfected security interest in the collateral created by the indenture and the series supplement has been taken as evidenced by an opinion of counsel of external counsel; and
we have delivered to the trustee an officer’s certificate and an opinion of counsel of external counsel, each stating that the conveyance or transfer complies with the indenture and the series supplement and all conditions precedent therein provided for relating to the transaction have been complied with.
We will not, among other things, for so long as any System Restoration Bonds are outstanding:
except as expressly permitted by the indenture, sell, transfer, exchange or otherwise dispose of any of our properties or assets unless directed to do so by the trustee;
claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the System Restoration Bonds (other than amounts properly withheld from such payments under the Internal Revenue 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 collateral;
terminate our existence, or dissolve or liquidate in whole or in part, except as permitted above,
    - 103 -


Page
permit the validity or effectiveness of the indenture or the series supplement, the administration agreement, the sale agreement and bill of sale, our certificate of formation or limited liability company agreement, the servicing agreement, the letter of representations or the underwriting agreement to be impaired;
permit the lien of the indenture and the series supplement to be amended, hypothecated, subordinated, terminated or discharged or permit any person to be released from any covenants or obligations with respect to the System Restoration Bonds except as may be expressly permitted by the indenture;
permit any lien, charge, claim, security interest, mortgage, pledge, equity or other encumbrance, other than the lien and security interest granted under the indenture or the series supplement, to be created on or extend to or otherwise arise upon or burden the collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due);
permit the lien granted under the indenture or the series supplement not to constitute a valid first priority perfected security interest in the related collateral;
enter into any swap, hedge or similar financial arrangement;
elect to be classified as an association taxable as a corporation for federal tax purposes, file any tax return, make any election or take any other action inconsistent with our treatment, for federal income tax purposes 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 our sole member;
change our name, identity or structure or the location of our chief executive office, unless at least ten (10) business days prior to the effective date of any such change, we deliver to the trustee (with copies to each rating agency) such documents, instruments or agreements, executed by us, as are necessary to reflect such change and to continue the perfection of the security interest of the indenture or the series supplement;
take any action which is subject to the rating agency condition if such action would result in a downgrade, suspension or withdrawal of the then-current ratings assigned to the System Restoration Bonds;
except to the extent permitted by applicable law, voluntarily suspend or terminate our filing obligations with the SEC under the indenture; or
issue any System Restoration Bonds (including System Restoration Bonds) under the Public Utility Regulatory Act or any similar law (other than the System Restoration Bonds offered hereby).
We may not engage in any business other than financing, purchasing, owning and managing the transition property and the other collateral and the issuance of the System Restoration Bonds in the manner contemplated by the financing order and the basic documents, or certain related activities incidental thereto.
We will not issue, incur, assume, guarantee or otherwise become liable for any indebtedness except for the System Restoration Bonds and any other indebtedness expressly permitted by or arising under the basic documents. Also, we will not, except as contemplated by
    - 104 -


Page
the sale agreement, the servicing agreement or the indenture 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. We will not, except for the acquisition of transition property as contemplated by the System Restoration Bonds and the basic documents, make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).
We will not make any payments, distributions, dividends or redemptions to any holder of our equity interests in respect of that interest except in accordance with the indenture.
We will cause the servicer to deliver to the trustee the annual accountant’s certificates, compliance certificates, reports regarding distributions and statements to bondholders required by the servicing agreement.
Events of Default; Rights Upon Event of Default
An “event of default” with respect to the System Restoration Bonds is defined in the indenture as any one of the following events:
a default for five business days in the payment of any interest on any System Restoration Bond (whether such failure to pay interest is caused by a shortfall in system restoration charges received or otherwise),
a default in the payment of the then unpaid principal of any System Restoration Bond of any tranche on the final maturity date for that tranche,
a default in the observance or performance of any of our covenants or agreements made in the indenture (other than defaults described above) and the continuation of any default for a period of 30 days after the earlier of (i) the date that written notice of the default is given to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the System Restoration Bonds then outstanding or (ii) the date that we had actual knowledge of the default,
any representation or warranty made by us in the indenture or in any certificate delivered pursuant to the indenture or in connection with the indenture having been incorrect in any material respect as of the time made, and such breach not having been cured within 30 days after the earlier of (i) the date that notice of the breach is given to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the System Restoration Bonds then outstanding or (ii) the date that we had actual knowledge of the default,
certain events of bankruptcy, insolvency, receivership or liquidation, or
a breach by the State of Texas or any of its agencies (including the Texas commission), officers or employers that violates or is not in accordance with the State’s pledge.
If an event of default (other than as specified in the sixth bullet point above) should occur and be continuing with respect to the System Restoration Bonds, the trustee or holders of not less than a majority in principal amount of the System Restoration Bonds then outstanding may declare the unpaid principal of the System Restoration Bonds and all accrued and unpaid interest
    - 105 -


Page
thereon to be immediately due and payable. However, the nature of our business will result in payment of principal upon an acceleration of the System Restoration Bonds being made as funds become available. Please read “Risk Factors—Risks Associated with the Unusual Nature of the Transition Property—Foreclosure of the trustee’s lien on the transition property for the System Restoration Bonds might not be practical, and acceleration of the System Restoration Bonds before maturity might have little practical effect” and “Risk Factors—You may experience material payment delays or incur a loss on your investment in the System Restoration Bonds because the source of funds for payment is limited” in this prospectus. The holders of a majority in principal amount of the System Restoration Bonds may rescind that declaration under certain circumstances set forth in the indenture. Additionally, the trustee may exercise all of our rights, remedies, powers, privileges and claims against the seller or the servicer under or in connection with the sale agreement, the servicing agreement and the administration agreement. If an event of default as specified in the sixth bullet above has occurred, the servicer will be obligated to institute (and the trustee, for the benefit of the bondholders, will be entitled and empowered to institute) any suits, actions or proceedings at law, in equity or otherwise, to enforce the State’s pledge and to collect any monetary damages as a result of a breach thereof, and each of the servicer and the trustee may prosecute any suit, action or proceeding to final judgment or decree. The servicer will be required to advance its own funds in order to bring any suits, actions or proceedings and, for so long as the legal actions were pending, the servicer will be required, unless otherwise prohibited by applicable law or court or regulatory order in effect at that time, to bill and collect the system restoration charges, perform adjustments and discharge its obligations under the servicing agreement. The costs of any such action would be payable by the seller pursuant to the sale agreement. The trustee will not be deemed to have knowledge of any event of default or a breach of representation or warranty unless a responsible officer of the trustee has actual knowledge of the default or the trustee has received written notice of the default in accordance with the indenture.
If the System Restoration Bonds have been declared to be due and payable following an event of default, the trustee may elect to have us maintain possession of all or a portion of such transition property and continue to apply system restoration charge collections as if there had been no declaration of acceleration. There is likely to be a limited market, if any, for the transition property following a foreclosure, in light of the event of default, the unique nature of the transition property as an asset and other factors discussed in this prospectus. In addition, the trustee is prohibited from selling the transition property following an event of default, other than a default in the payment of any principal or a default for five business days or more in the payment of any interest on any System Restoration Bond, which requires the direction of holders of a majority in principal amount of the System Restoration Bonds, unless:
the holders of all the outstanding System Restoration Bonds consent to the sale,
the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on the outstanding System Restoration Bonds, or
the trustee determines that the proceeds of the collateral would not be sufficient on an ongoing basis to make all payments on the System Restoration Bonds as those payments would have become due if the System Restoration Bonds had not been declared due and payable, and the trustee obtains the written consent of the holders of 66 2/3% of the aggregate outstanding amount of the System Restoration Bonds.
Subject to the provisions of the indenture relating to the duties of the trustee, if an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the System Restoration Bonds at the request or direction of any of the holders of System Restoration Bonds if the trustee reasonably believes it will not be adequately
    - 106 -


Page
indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the request. Subject to the provisions for indemnification and certain limitations contained in the indenture:
the holders of not less than a majority in principal amount of the outstanding System Restoration Bonds of an affected tranche will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee and,
the holders of not less than a majority in principal amount of the System Restoration Bonds may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the indenture that cannot be modified without the consent of all of the holders of the outstanding System Restoration Bonds of all tranches affected thereby.
No holder of any System Restoration Bond will have the right to institute any proceeding, to avail itself of any remedies provided in the Public Utility Regulatory Act or of the right to foreclose on the collateral, or otherwise to enforce the lien and security interest on the collateral or to seek the appointment of a receiver or trustee, or for any other remedy under the indenture, unless:
the holder previously has given to the trustee written notice of a continuing event of default,
the holders of not less than a majority in principal amount of the outstanding System Restoration Bonds have made written request of the trustee to institute the proceeding in its own name as trustee,
the holder or holders have offered the trustee satisfactory indemnity,
the trustee has for 60 days failed to institute the proceeding, and
no direction inconsistent with the written request has been given to the trustee during the 60-day period by the holders of a majority in principal amount of the outstanding System Restoration Bonds.
In addition, the trustee and the servicer will covenant and each bondholder will be deemed to covenant that it will not, prior to the date which is one year and one day after the termination of the indenture, institute against us or against our managers or our member or members any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law, subject to the right of a Travis county, Texas district court to order sequestration and payment of revenues arising with respect to the transition property.
Neither any manager nor the trustee in its individual capacity, nor any holder of any ownership interest in us, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the System Restoration Bonds or for our agreements contained in the indenture.
Actions by Bondholders
Subject to certain exceptions, the holders of not less than a majority of the aggregate outstanding amount of the System Restoration Bonds of the affected tranche or tranches will
    - 107 -


Page
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, of exercising any trust or power conferred on the trustee under the indenture; provided that:
the direction is not in conflict with any rule of law or with the indenture and would not involve the trustee in personal liability or expense;
subject to the other conditions described above under “—Events of Default; Rights Upon Event of Default”, the consent of 100% of the bondholders is required to direct the trustee to sell the collateral (other than event of default for failure to pay interest or principal at maturity);
if the trustee elects to retain the collateral in accordance with the indenture, then any direction to the trustee by less than 100% of the bondholders will be of no force and effect; and
the trustee may take any other action deemed proper by the trustee which is not inconsistent with the direction.
In circumstances under which the trustee is required to seek instructions from the holders of the System Restoration Bonds of any tranche with respect to any action or vote, the trustee will take the action or vote for or against any proposal in proportion to the principal amount of the corresponding tranche, as applicable, of System Restoration Bonds taking the corresponding position. Notwithstanding the foregoing, the indenture allows each bondholder to institute suit for the nonpayment of (1) the interest, if any, on its System Restoration Bonds which remains unpaid as of the applicable due date and (2) the unpaid principal, if any, of its System Restoration Bonds on the final maturity date therefor.
Annual Report of Trustee
If required by the Trust Indenture Act of 1939, the trustee will be required to send each year to all bondholders a brief report. The report must state, among other things:
the trustee’s eligibility and qualification to continue as the trustee under the indenture,
any amounts advanced by it under the indenture,
the amount, interest rate and maturity date of specific indebtedness owing by us to the trustee in the trustee’s individual capacity,
the property and funds physically held by the trustee,
any additional issue of the System Restoration Bonds not previously reported, and
any action taken by it that materially affects the System Restoration Bonds and that has not been previously reported.
Annual Compliance Statement
We will file annually with the trustee and the rating agencies a written statement as to whether we have fulfilled our obligations under the indenture.
    - 108 -


Page
Satisfaction and Discharge of Indenture
The indenture will cease to be of further effect with respect to the System Restoration Bonds and the trustee, on our written demand and at our expense, will execute instruments acknowledging satisfaction and discharge of the indenture with respect to the System Restoration Bonds, when:
either (a) all System Restoration Bonds which have already been authenticated or delivered, with certain exceptions set forth in the indenture, have been delivered to the trustee for cancellation or (b) either (i) the scheduled final payment date has occurred with respect to all bonds not previously delivered to the trustee for cancellation or (ii) the scheduled final payment dates are within one year and, in any such case, we have irrevocably deposited in trust with the trustee cash and/or U.S. government obligations in an aggregate amount sufficient to pay principal, interest and premiums, if any, on the System Restoration Bonds and all other sums payable by us with respect to the System Restoration Bonds when scheduled to be paid and to discharge the entire indebtedness on such System Restoration Bonds when due,
we have paid all other sums payable by us under the indenture with respect to the System Restoration Bonds, and
we have delivered to the trustee an officer’s certificate, an opinion of external counsel, and if required by the Trust Indenture Act or the trustee, a certificate from a firm of independent registered public accountants, each stating that there has been compliance with the conditions precedent in the indenture relating to the satisfaction and discharge of the indenture.
Our Legal and Covenant Defeasance Options
We may, at any time, terminate all of our obligations under the indenture, referred to herein as the legal defeasance option, or terminate our obligations to comply with some of the covenants in the indenture, including some of the covenants described under “—Our Covenants,” referred to herein as our covenant defeasance option.
We may exercise the legal defeasance option of the System Restoration Bonds notwithstanding our prior exercise of the covenant defeasance option. If we exercise the legal defeasance option, the System Restoration Bonds will be entitled to payment only from the funds or other obligations set aside under the indenture for payment thereof on the scheduled final payment date or redemption date therefor as described below. The System Restoration Bonds will not be subject to payment through redemption or acceleration prior to the scheduled final payment date or redemption date, as applicable. If we exercise the legal defeasance option, the final payment of the System Restoration Bonds may not be accelerated because of an event of default. If we exercise the covenant defeasance option, the final payment of the System Restoration Bonds may not be accelerated because of an event of default relating to a default in the observance or performance of any of our covenants or agreements made in the indenture.
The indenture provides that we may exercise our legal defeasance option or our covenant defeasance option of System Restoration Bonds only if:
we irrevocably deposit or cause to be irrevocably deposited in trust with the trustee cash and/or U.S. government obligations in an aggregate amount sufficient to pay principal, interest and premium, if any, on the System Restoration Bonds other sums payable by us under the indenture with respect to
    - 109 -


Page
the System Restoration Bonds when scheduled to be paid and to discharge the entire indebtedness on the System Restoration Bonds when due,
we deliver to the trustee a certificate from a nationally recognized firm of independent registered public accountants expressing its opinion that the payments of principal and interest on the U.S. government obligations when due and without reinvestment plus any deposited cash will provide cash at times and in sufficient amounts to pay in respect of the System Restoration Bonds:
principal in accordance with the expected sinking fund schedule therefor,
interest when due, and
all other sums payable by us under the indenture with respect to the System Restoration Bonds,
in the case of the legal defeasance option, 95 days pass after the deposit is made and during the 95-day period no default relating to events of our bankruptcy, insolvency, receivership or liquidation occurs and is continuing at the end of the period,
no default has occurred and is continuing on the day of this deposit and after giving effect thereto,
in the case of the legal defeasance option, we deliver to the trustee an opinion of external counsel stating that: we have received from, or there has been published by, the IRS a ruling, or since the date of execution of the indenture, there has been a change in the applicable federal income tax law, and in either case confirming that the holders of the System Restoration Bonds will not recognize income, gain or loss for federal income tax purposes as a result of the exercise of the legal defeasance option 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 the legal defeasance had not occurred,
in the case of the covenant defeasance option, we deliver to the trustee an opinion of external counsel to the effect that the holders of the System Restoration Bonds will not recognize income, gain or loss for federal income tax purposes as a result of the exercise of the covenant defeasance option 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 the covenant defeasance had not occurred,
we deliver to the trustee a certificate of one of our officers and an opinion of external counsel, each stating that all conditions precedent to the legal defeasance option or the covenant defeasance option, as applicable, have been complied with as required by the indenture,
we deliver to the trustee an opinion of external counsel to the effect that (a) in a case under the Bankruptcy Code in which Entergy Texas (or any of its affiliates, other than us) is the debtor, the court would hold that the deposited cash or U.S. government obligations would not be in the bankruptcy estate of Entergy Texas (or any of its affiliates, other than us, that deposited the cash or U.S. government obligations); and (b) in the event Entergy Texas (or any of its affiliates, other than us, that deposited the cash or U.S. government obligations), were to be a debtor in a case under the Bankruptcy Code, the court would not disregard the separate
    - 110 -


Page
legal existence of Entergy Texas (or any of its affiliates, other than us, that deposited the cash or U.S. government obligations) and us so as to order substantive consolidation under the Bankruptcy Code of our assets and liabilities with the assets and liabilities of Entergy Texas or such other affiliate, and
the rating agency condition has been satisfied with respect to the exercise of any legal defeasance option or covenant defeasance option.
No Recourse to Others
No recourse may be taken directly or indirectly, by the holders with respect to our obligations on the System Restoration Bonds, under the indenture or any supplement thereto or any certificate or other writing delivered in connection therewith, against (1) any owner of a beneficial interest in us (including Entergy Texas) or (2) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the trustee, the managers or any owner of a beneficial interest in us (including Entergy Texas) in its individual capacity, or of any successor or assign or any of them in their respective individual or corporate capacities, except as any such person may have expressly agreed in writing. Each holder by accepting a System Restoration Bond specifically confirms the nonrecourse nature of these obligations, and waives and releases all such liability. The waiver and release are part of the consideration for issuance of the System Restoration Bonds.
Notwithstanding any provision of the indenture or the series supplement to the contrary, bondholders shall look only to the System Restoration Bond collateral with respect to any amounts due to the bondholders under the indenture and the System Restoration Bonds, and, in the event such collateral is insufficient to pay in full the amounts owed on the System Restoration Bonds, shall have no recourse against us in respect of such insufficiency. Each bondholder by accepting a System Restoration Bond specifically confirms the nonrecourse nature of these obligations, and waives and releases all such liability. The waiver and release are part of consideration for issuance of System Restoration Bonds.
THE TRUSTEE
The Bank of New York Mellon, a New York banking corporation, will be the indenture trustee and the securities intermediary under the indenture and will also act as paying agent and registrar. Its principal corporate trust office is located at 240 Greenwich Street, Floor 7 East, Attention: Corporate Trust Administration—Asset Backed Securities, New York, New York 10286. The Bank of New York Mellon and certain of its affiliates have and currently are serving as indenture trustee for numerous securitization transactions and programs involving electric utility sponsored bond transactions, including the Series 2009 Transition Bonds.
In the ordinary course of business, The Bank of New York Mellon is named as a defendant in legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization (“RMBS”) transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.
The trustee may resign at any time upon thirty (30) days’ prior written notice to us. The holders of a majority in principal amount of the System Restoration Bonds then outstanding may remove the trustee upon thirty (30) days’ prior written notice to the trustee and may appoint a
    - 111 -


Page
successor trustee. We will remove the trustee if the trustee ceases to be eligible to continue in this capacity under the indenture, the trustee becomes a debtor in a bankruptcy proceeding or is adjudicated insolvent, a receiver, other public officer takes charge of the trustee or its property, the trustee becomes incapable of acting or the trustee fails to provide to us certain information we reasonably request which is necessary for us to satisfy our reporting obligations under the securities laws. If the trustee resigns or is removed or a vacancy exists in the office of trustee for any reason, we will be obligated promptly to appoint a successor trustee eligible under the indenture and notice of such appointment is required to be promptly given to each rating agency by the successor trustee. No resignation or removal of the trustee will become effective until acceptance of the appointment by a successor trustee. We are responsible for payment of the expenses associated with any such removal or resignation.
The trustee will at all times satisfy the requirements of the Trust Indenture Act and Rule 3a-7 under the Investment Company Act of 1940 and have a combined capital and surplus of at least $50 million and a long-term debt rating of “Baa3” or better by Moody’s and “BBB-” or better by S&P. If the trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another entity, the resulting, surviving or transferee entity will without any further action be the successor trustee.
The trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided that its conduct does not constitute willful misconduct, negligence or bad faith. We have agreed to indemnify the trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorney’s fees and expenses, the fees of experts and agents and the reasonable fees, expenses and costs incurred in connection with any action, claim or suit brought to enforce the trustee’s right to indemnification) incurred by it in connection with the administration of the trust and the performance of its duties under the indenture, provided that we are not required to pay any expense or indemnify against any loss, liability or expense incurred by the trustee through the trustee’s own willful misconduct, negligence or bad faith, and subject to the written consent of the issuing entity and certain other requirements in the case of the settlement of any action, proceeding or investigation.
SECURITY FOR THE SYSTEM RESTORATION BONDS
General
The System Restoration Bonds issued under the indenture will be non-recourse obligations and are payable solely from and secured solely by a pledge of and lien on the transition property and the other collateral as provided in the indenture. If and to the extent the transition property and the other assets of the trust estate are insufficient to pay all amounts owing with respect to the System Restoration Bonds, then the system restoration bondholders will generally have no claim in respect of such insufficiency against us or any other person. By the acceptance of the System Restoration Bonds, the system restoration bondholders waive any such claim.
Pledge of Collateral
To secure the payment of principal of and interest on the System Restoration Bonds, we will grant to the trustee a security interest in all of our right, title and interest (whether now owned or hereafter acquired or arising) in and to the following property:
the transition property and all related system restoration charges,
our rights under the statutory true-up mechanism,
    - 112 -


Page
our rights under a sale agreement pursuant to which we will acquire the transition property, and under the bill of sale delivered by Entergy Texas pursuant to the sale agreement,
our rights under the servicing agreement and any subservicing, agency, or collection agreements executed in connection with the servicing agreement,
our rights under the administration agreement,
the collection account for the System Restoration Bonds and all subaccounts of the collection account, and all amounts of cash instruments, investment property or other assets on deposit therein or credited thereto from time to time and all financial assets and securities entitlements carried therein or credited thereto,
our rights in all deposits, guarantees, surety bonds, letters of credit and other forms of credit support provided by or on behalf of retail electric providers pursuant to any financing order or tariff,
all of our other property related to the System Restoration Bonds, other than any cash released to us by the trustee on any payment date from earnings on amounts in the capital subaccount and from a return on the capital contribution of Entergy Texas,
all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing, and
all proceeds in respect of any or all of the foregoing.
The security interest does not extend to:
amounts representing investment earnings on amounts in the capital subaccount or any other subaccount that has been released to us and from a return on the capital contribution of Entergy Texas,
amounts deposited in the capital subaccount or any other subaccount that have been released to us or as we direct following retirement of System Restoration Bonds,
amounts deposited with us on the issuance date for payment of costs of issuance with respect to the System Restoration Bonds (together with any interest earnings thereon), and
if there are any REPs, amounts (including net investment earnings) on deposit in a REP security deposit subaccount that are required under PUCT regulations to be returned to the applicable REP.
We refer to the foregoing assets in which we, as assignee of the seller, will grant the trustee a security interest as the Collateral. The collateral for the System Restoration Bonds will be separate from the collateral for the Series 2009 Transition Bonds, and the holders of such System Restoration Bonds will have no recourse to such collateral. The system restoration charges to support the System Restoration Bonds will be imposed on retail electric customers in the Entergy Texas service territory, the vast majority of which are also assessed transition charges to support the Series 2009 Transition Bonds, and subject to the same servicing
    - 113 -


Page
procedures. Please read “—How Funds in the Collection Account Will Be Allocated” in this prospectus.
Security Interest in the Collateral
Section 39.309 of the Public Utility Regulatory Act provides that transition property does not constitute property in which a security interest may be created under the Texas Business & Commerce Code. Rather, Section 39.309(b) of the Public Utility Regulatory Act provides that a valid and enforceable lien and security interest in transition property will attach and be perfected only by a financing order and the execution and delivery of a security agreement in connection with issuance of financing instruments such as the System Restoration Bonds. The lien and security interest attach automatically at the time when value is received for the instruments. Upon perfection by filing notice with the Texas Secretary of State under Section 39.309(d) of the Public Utility Regulatory Act, the lien and security interest will be a continuously perfected lien and security interest in the transition property and all proceeds of the property, whether accrued or not, and will have priority in the order of filing and take precedence over any subsequent judicial or other lien creditor. If notice is filed within 10 days after value is received for the System Restoration Bonds, the security interest will be perfected retroactively to the date that value was received. Otherwise, the security interest will be perfected as of the date of filing.
The financing order creates a valid and enforceable lien and security interest in the transition property and the indenture states that it constitutes a security agreement within the meaning of PURA. The servicer pledges in the servicing agreement to file with the Texas Secretary of State on or before the date of issuance of System Restoration Bonds the filing required by Section 39.309 of the Public Utility Regulatory Act to perfect the lien of the trustee in the transition property. The seller will represent, at the time of issuance of System Restoration Bonds, that no prior filing has been made under the terms of Section 39.309 of the Public Utility Regulatory Act with respect to the transition property securing the System Restoration Bonds to be issued other than a filing which provides the trustee with a first priority perfected security interest in such transition property.
Certain items of the collateral may not constitute transition property and the perfection of the trustee’s security interest in those items of collateral would therefore be subject to the Uniform Commercial Code or common law and not Section 39.309 of the Public Utility Regulatory Act. These items consist of our rights in:
the sale agreement, the servicing agreement, the administration agreement and any other basic documents,
the capital subaccount or any other funds on deposit in the collection account which do not constitute system restoration charge collections together with all instruments, investment property or other assets on deposit therein or credited thereto and all financial assets and securities entitlements carried therein or credited thereto which do not constitute system restoration charge collections,
all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters-of-credit, letter-of-credit rights, money, commercial tort claims and supporting obligations and all of our other property to the extent not transition property, and
proceeds of the foregoing items.
    - 114 -


Page
Additionally, any contractual rights we have against retail customers (other than the right to impose system restoration charges and rights otherwise included in the definition of transition property) would be collateral to which the UCC applies.
As a condition to the issuance of the System Restoration Bonds, we will have made all filings and taken any other action required by the UCC or common law to perfect the lien of the trustee in all the items included in collateral which do not constitute transition property. We will also covenant to take all actions necessary to maintain or preserve the lien and security interest on a first priority basis. We will represent, along with the seller, at the time of issuance of the System Restoration Bonds, that no prior filing has been made with respect to that party under the terms of the UCC, other than a filing which provides the trustee with a lien and first priority perfected security interest in the collateral.
Right of Foreclosure
Section 39.309(f) of the Public Utility Regulatory Act provides that if an event of default occurs under the System Restoration Bonds, the holders of the System Restoration Bonds or their representatives, as secured parties, may foreclose or otherwise enforce the lien and security interest in the transition property securing the System Restoration Bonds as if they were secured parties under Article 9 of the UCC. The Texas commission may order that amounts arising from system restoration charges be transferred to a separate account for the holders’ benefit, to which their lien and security interest will apply.
Description of Indenture Accounts
Collection Account.
Pursuant to the indenture, we will establish a segregated trust account in the name of the trustee with an eligible institution, for the System Restoration Bonds called the collection account. The collection account will be under the sole dominion and exclusive control of the trustee. The trustee will hold the collection account for our benefit as well as for the benefit of the bondholders. The collection account for the System Restoration Bonds will consist of three subaccounts: a general subaccount, an excess funds subaccount, and a capital subaccount, which need not be separate bank accounts. For administrative purposes, the subaccounts may be established by the trustee as separate accounts which will be recognized individually as subaccounts and collectively as the collection account. All amounts in the collection account not allocated to any other subaccount will be allocated to the general subaccount. Unless the context indicates otherwise, references in this prospectus to the collection account include the collection account and each of the subaccounts contained therein.
The following institutions are eligible institutions for the establishment of the collection account:
the corporate trust department of the trustee, so long as any of the securities of the 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 and Fitch of at least “A2” and “A”, respectively, and have a credit rating from S&P of at least “A”; or
a depository institution organized under the laws of the United States of America or any state (or any domestic branch of a foreign bank), which (i) has either (A) a long-term issuer rating of “AA-” or higher by S&P and “A2” or higher by Moody’s, or (B) a short-term issuer rating of “A-1+” or higher by S&P and “P-1” or higher by Moody’s or any other long-term, short-term or certificate of deposit rating acceptable to the rating agencies and (ii) whose deposits are insured by the FDIC.
    - 115 -


Page
Permitted Investments for Funds in the Collection Account.
Funds in the collection account and the REP deposit accounts may be invested only in such investments as meet the criteria described below or otherwise described in the indenture and which mature on or before the business day preceding the next payment date:
direct obligations of, or obligations fully and unconditionally guaranteed as to timely payment by, the United States of America,
demand deposits, time deposits, certificates of deposit and bankers’ acceptances of eligible institutions,
commercial paper (other than commercial paper issued by Entergy Texas or any of its affiliates) having, at the time of investment or contractual commitment to invest, a rating of not less than A-1 from S&P and not less than P-1 by Moody’s,
money market funds which have the highest rating from each rating agency from which a rating is available,
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, or
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.
The trustee will have access to the collection account for the purpose of making deposits in and withdrawals from the collection account in accordance with the indenture. The servicer will select the eligible investments in which funds will be invested, unless otherwise directed by us.
The servicer will remit system restoration charge payments to the collection account in the manner described under “The Servicing Agreement—Remittances to Collection Account.”
General Subaccount
The general subaccount will hold all funds held in the collection account that are not held in the other two subaccounts. The servicer will remit all system restoration charge payments to the general subaccount. On each payment date, the trustee will draw on amounts in the general subaccount to pay our expenses and to pay interest and make scheduled payments on the System Restoration Bonds, and to make other payments and transfers in accordance with the terms of the indenture. Funds in the general subaccount will be invested in the eligible investments described above.
Excess Funds Subaccount
The trustee, at the written direction of the servicer, will allocate to the excess funds subaccount system restoration charge collections available with respect to any payment date in excess of amounts necessary to make the payments specified on such payment date. The excess funds subaccount will also hold all investment earnings on the collection account (other than investment earnings on amounts in the capital subaccount) in excess of such amounts.
    - 116 -


Page
Capital Subaccount
In connection with the issuance of the System Restoration Bonds, the seller, in its capacity as our sole owner, will contribute capital to us in an amount equal to the required capital level, which will be not less than 0.50% of the principal amount of the System Restoration Bonds issued. This amount will be funded by the seller and not from the proceeds of the sale of the System Restoration Bonds, and will be deposited into the capital subaccount on the issuance date. In the event that amounts on deposit in the general subaccount and the excess funds subaccount are insufficient to make scheduled payments of principal and interest on the System Restoration Bonds and payments of fees and expenses contemplated by the first eight bullets under “—How Funds in the Collection Account Will Be Allocated” below, the trustee will draw on amounts in the capital subaccount to make such payments up to the lesser of the amount of such insufficiency and the amounts on deposit in the capital subaccount. In the event of any such withdrawal, collected system restoration charges available on any subsequent payment date that are not necessary to pay scheduled payments of principal and interest on the System Restoration Bonds and payments of fees and expenses will be used to replenish any amounts drawn from the capital subaccount. If the System Restoration Bonds have been retired as of any payment date, the amounts on deposit in the capital subaccount will be released to us, free of the lien of the indenture.
REP Deposit Accounts
In the future, REPs may be permitted to collect the system restoration charges and remit them to the servicer. In such event, deposits received from REPs as described under “Future Retail Electric Providers” will be held in the REP deposit accounts. Amounts in the REP deposit accounts and other forms of credit support provided by REPs will not be our property. Rather, amounts in the REP deposit accounts and other forms of credit support will only be available to make payments on the System Restoration Bonds in the event that a REP defaults in payment, in which case the servicer may direct the trustee to withdraw the amount of the payment default from the applicable REP deposit account or, if less, the amount of that REP’s security deposit or seek recourse against any other credit support for such amount. Amounts in the REP deposit accounts will be invested in the eligible investments described above.
How Funds in the Collection Account Will Be Allocated
On each payment date, the trustee will with respect to the System Restoration Bonds, pay or allocate, solely at the written direction of the servicer, all amounts on deposit in the collection account (including investment earnings thereon) to pay the following amounts in the following priority:
(1)amounts owed by us to the trustee, the trustee’s fees and expenses and any outstanding indemnity amounts owed to the trustee in an amount not to exceed the Trustee Cap; provided, however, that the Trustee Cap shall be disregarded and inapplicable upon the acceleration of the System Restoration Bonds following the occurrence and continuation of an event of default;
(2)the servicing fee and any unpaid servicing fees from prior payment dates as described under “The Servicing Agreement—Servicing Compensation,” to the servicer;
(3)the administration fee and the fees owed to our independent managers;
(4)all of our other ordinary and periodic operating expenses, such as accounting and audit fees, rating agency fees, legal fees and certain reimbursable costs of the
    - 117 -


Page
administrator under the administration agreement and of the servicer under the servicing agreement;
(5)interest then due on the System Restoration Bonds, including any past-due interest;
(6)principal then due and payable on the System Restoration Bonds as a result of an event of default or on the final maturity date for the System Restoration Bonds;
(7)scheduled principal payments of System Restoration Bonds according to its expected sinking fund schedule, together with any overdue scheduled principal payments, paid pro rata among the System Restoration Bonds if there is a deficiency;
(8)any other unpaid operating expenses, fees, expenses and indemnity amounts owed to the trustee;
(9)replenishment of any shortfalls in the capital subaccount;
(10)if there is a positive balance after making the foregoing allocations, provided that no event of default has occurred or is continuing, an amount equal to the sum of (a) Investment Earnings on amounts in the Capital Subaccount and (b) an amount calculated at an annual rate per annum equal to ETI’s rate of return on equity most recently approved by the PUCT in ETI’s most recent base-rate case on the capital contribution for System Restoration Bonds shall be released to ETI;
(11)the remainder, if any, to the excess funds subaccount for distribution on subsequent payment dates; and
(12)after principal of and premium, if any, and interest on all System Restoration Bonds and all of the other foregoing amounts have been paid in full, the balance (including all amounts then held in the applicable capital subaccount and the applicable excess funds subaccount), if any, shall be paid to us free and clear from the lien of the indenture and the series supplement.
If on any payment date funds on deposit in the general subaccount are insufficient to make the payments contemplated by clauses (1) through (8) above, the trustee will first, draw from amounts on deposit in the excess funds subaccount, and second, draw from amounts on deposit in the capital subaccount, up to the amount of the shortfall, in order to make those payments in full. If the trustee uses amounts on deposit in the capital subaccount to pay those amounts or make those transfers, as the case may be, subsequent adjustments to the system restoration charges will take into account, among other things, the need to replenish those amounts. In addition, if on any payment date funds on deposit in the general subaccount are insufficient to make the transfer described in clause (9) above, the trustee will draw from amounts on deposit in the excess funds subaccount to make such transfer. Please read “Risk Factors—Other Risks Associated with an Investment in the System Restoration Bonds—Entergy Texas’ indemnification obligations under the sale and servicing agreements are limited and might not be sufficient to protect your investment in the System Restoration Bonds” in this prospectus.
If, on any payment date, available collections of the system restoration charges, together with available amounts in the subaccounts, are not sufficient to pay interest due on all outstanding bonds on that payment date, amounts available will be allocated pro rata based on the amount of interest payable. If, on any payment date, remaining collections of the system
    - 118 -


Page
restoration charges, together with available amounts in the subaccounts, are not sufficient to pay principal due and payable on all outstanding bonds on that payment date, amounts available will be allocated pro rata based on the principal amount then due and payable. If, on any payment date, remaining collections of the system restoration charges, together with available amounts in the subaccounts, are not sufficient to pay principal scheduled to be paid on all outstanding bonds, amounts available will be allocated pro rata based on the principal amounts then scheduled to be paid on the payment date.
State Pledge
Section 39.310 of the Public Utility Regulatory Act provides: “System Restoration 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 the transition property, or, except as permitted by Section 39.307 (relating to true-up adjustments), reduce, alter or impair the system restoration 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 System Restoration Bonds have been paid and performed in full. Any party issuing System Restoration Bonds is authorized to include this pledge in any documentation relating to those bonds.”
The bondholders and the trustee, for the benefit of the bondholders, will be entitled to the benefit of the pledges and agreements of the State of Texas set forth in Section 39.310 of the Public Utility Regulatory Act and we are authorized to include these pledges and agreements in any contract with the bondholders, the trustee or with any assignees pursuant to the Public Utility Regulatory Act. We have included these pledges and agreements in the indenture and the System Restoration Bonds for the benefit of the trustee and the bondholders, and acknowledge that any purchase by a bondholder of a System Restoration Bond is made in reliance on these agreements and pledges of the State of Texas.
WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS FOR THE SYSTEM RESTORATION BONDS
The rate of principal payments, the amount of each interest payment and the actual final payment date of each tranche of the System Restoration Bonds and the weighted average life thereof will depend primarily on the timing of receipt of collected system restoration charges by the trustee and the statutory true-up mechanism. The aggregate amount of collected system restoration charges and the rate of principal amortization on the System Restoration Bonds will depend, in part, on actual energy usage and energy demands, and the rate of delinquencies and write-offs. The system restoration charges are required to be adjusted from time to time based in part on the actual rate of collected system restoration charges. However, we can give no assurance that the servicer will be able to forecast accurately actual electricity usage and the rate of delinquencies and write-offs or implement adjustments to the system restoration charges that will cause collected system restoration charges to be received at any particular rate. Please read “Risk Factors—Servicing Risks,” “Servicing Risks—Inaccurate consumption or collection forecasting might reduce scheduled payments on the System Restoration Bonds” and “Entergy Texas’ Financing Order—Statutory True-Ups—Credit Rick” in this prospectus.
The System Restoration Bonds may be retired later than expected. Except in the event of an acceleration of the final payment date of the System Restoration Bonds after an event of default, however, the System Restoration Bonds will not be paid at a rate faster than that contemplated in the expected sinking fund schedule for each tranche of the System Restoration Bonds even if the receipt of collected system restoration charges is accelerated. Instead, receipts in excess of the amounts necessary to amortize the System Restoration Bonds in accordance with
    - 119 -


Page
the applicable expected sinking fund schedules, to pay interest and related fees and expenses and to fund subaccounts of the collection account will be allocated to the excess funds subaccount. Amounts on deposit in the excess funds subaccount will be taken into consideration in calculating the next true-up adjustment. Acceleration of the final maturity date after an event of default in accordance with the terms thereof will result in payment of principal earlier than the related scheduled final payment dates. A payment on a date that is earlier than forecast might result in a shorter weighted average life, and a payment on a date that is later than forecast might result in a longer weighted average life. In addition, if a larger portion of the delayed payments on the System Restoration Bonds is received in later years, the System Restoration Bonds may have a longer weighted average life.
Weighted Average Life Sensitivity
Weighted average life refers to the average amount of time from the date of issuance of a security until each dollar of principal of the security has been repaid to the investor. The rate of principal payments on each tranche of bonds, the aggregate amount of each interest payment on each tranche of bonds and the actual final payment date of each tranche of bonds will depend on the timing of the servicer’s receipt of system restoration charges from retail electric providers. Changes in the expected weighted average lives of the tranches of the bonds in relation to variances in actual energy consumption levels (retail electric sales) from forecast levels are shown below.
Weighted Average Life Sensitivity
-5%
(       Standard Deviations from Mean)
-15%
(        Standard Deviations from Mean)
Tranche Expected Weighted Average Life (Years) WAL (yrs)
Change (days)*
WAL (yrs)
Change (days)*
*    Number is rounded to whole days
Assumptions
For the purposes of preparing the above chart, the following assumptions, among others, have been made: (i) in relation to the initial forecast, the forecast error stays constant over the life of the bonds and is equal to an overestimate of electricity consumption of 5% (      standard deviations from mean) or 15% (      standard deviations from mean), (ii) the servicer makes timely and accurate filings to true-up the system restoration charges semi-annually, (iii) customer charge-off rates are held constant at      % for all classes of customers, (iv) retail electric providers remit all system restoration charges one month after such charges are billed, (v) operating expenses are equal to projections, (vi) there is no acceleration of the final maturity date of the bonds; (vii) a permanent loss of all customers has not occurred; and (viii) the issuance date of the bonds is            ,       . There can be no assurance that the weighted average lives of the bonds will be as shown.
THE SALE AGREEMENT
The following summary describes particular material terms and provisions of the sale agreement pursuant to which we will purchase transition property from the seller. We have filed
    - 120 -


Page
the form of the sale agreement as an exhibit to the registration statement of which this prospectus forms a part.
Sale and Assignment of the Transition Property
On the issuance date the seller will offer and sell the transition property to us, subject to the satisfaction of the conditions specified in the sale agreement and the indenture. We will finance the purchase of the transition property through the issuance of the System Restoration Bonds. On the issuance date, the seller will sell to us, without recourse, its entire right, title and interest in and to the transition property. The transition property will include all of the seller’s rights under the financing order related to such transition property to impose, collect and receive system restoration charges in an amount sufficient to recover the qualified costs approved in the financing order.
Under the Public Utility Regulatory Act, all rights and interests under the financing order will become transition property upon transfer of such rights to us by Entergy Texas in connection with the issuance of the System Restoration Bonds. The transition property will constitute our present property right for purposes of contracts concerning the sale or pledge of property. Under the Public Utility Regulatory Act, the sale of transition property will constitute a true sale under state law whether or not:
we have any recourse against Entergy Texas,
Entergy Texas retains any equity interest in the transition property under state law,
Entergy Texas acts as a collector of system restoration charges relating to the transition property, or
Entergy Texas treats the transfer as a financing for tax, financial reporting or other purposes.
Upon the issuance of the financing order, the execution and delivery of the sale agreement and the related bill of sale and the filing of a notice with the Texas Secretary of State in accordance with the rules prescribed under the Public Utility Regulatory Act, the transfer of the transition property will be perfected as against all third persons, including subsequent judicial or other lien creditors.
Conditions to the Sale of Transition Property
Our obligation to purchase and the seller’s obligation to sell transition property on the issuance date is subject to the satisfaction of each of the following conditions:
on or prior to the issuance date, the seller must deliver to us a duly executed bill of sale identifying transition property to be conveyed on that date;
on or prior to the issuance date, the seller must have received the financing order from the Texas commission creating the transition property;
as of the issuance date, the seller may not be insolvent and may not be made insolvent by the sale of transition property to us, and the seller may not be aware of any pending insolvency with respect to itself;
    - 121 -


Page
as of the issuance date, the representations and warranties of the seller in the sale agreement must be true and correct (except to the extent they relate to an earlier date), the seller may not have breached any of its covenants in the sale agreement, and the servicer may not be in default under the servicing agreement;
as of the issuance date, we must have sufficient funds available to pay the purchase price for transition property to be conveyed and all conditions to the issuance of the System Restoration Bonds intended to provide the funds to purchase that transition property set forth in the indenture must have been satisfied or waived;
on or prior to the issuance date, the seller must have taken all action required to transfer ownership of transition property to be conveyed to us on the issuance date, free and clear of all liens other than liens created by us pursuant to the basic documents and to perfect such transfer, including, without limitation, filing any statements or filings under the Public Utility Regulatory Act or the Uniform Commercial Code; and we or the servicer, on our behalf, must have taken any action required for us to grant the trustee a lien and first priority perfected security interest in the collateral and maintain that security interest as of the issuance date;     
the seller must deliver appropriate opinions of counsel to us and to the rating agencies;
the seller must receive and deliver to us and the trustee an opinion or opinions of outside tax counsel (as selected by the seller, and in form and substance reasonably satisfactory to us and the underwriters) to the effect that: (i) we will not be subject to United States federal income tax as an entity separate from our sole owner and that the System Restoration Bonds will be treated as debt of our sole owner for U.S. federal income tax purposes and (ii) for U.S. federal income tax purposes, the issuance of the System Restoration Bonds will not result in gross income to the seller;
on and as of the issuance date, our limited liability company agreement, the servicing agreement, the sale agreement, the indenture, the Public Utility Regulatory Act, the financing order and any tariff authorizing the collection of system restoration charges must be in full force and effect;
as of the issuance date, the System Restoration Bonds shall have received a rating or ratings as required by the financing order; and
the seller must deliver to us and to the trustee an officers’ certificate confirming the satisfaction of each of these conditions.
Seller Representations and Warranties
In the sale agreement, the seller will represent and warrant to us, as of the issuance date, to the effect, among other things, that:
no portion of the transferred transition property has been sold, transferred, assigned or pledged or otherwise conveyed by the seller to any person other than us and immediately prior to the sale of the transition property, the seller owns the transition property free and clear of all liens and rights of any other person, and no offsets, defenses or counterclaims exist or have been asserted with respect to the transition property;
    - 122 -


Page
on the issuance date, immediately upon the sale under the sale agreement, the transition property transferred on the issuance date will be validly transferred and sold to us, we will own the transition property free and clear of all liens (except for liens created in your favor by the Public Utility Regulatory Act and the basic documents) and all filings and action to be made or taken by the seller (including filings with the Secretary of State of Texas under the Public Utility Regulatory Act) necessary in any jurisdiction to give us a perfected ownership interest (subject to any lien created by us in your favor under the basic documents or the Public Utility Regulatory Act) in the transition property will have been made or taken;
subject to the clause below regarding assumptions used in calculating the system restoration charges as of the issuance date, all written information, as amended or supplemented from time to time, provided by the seller to us with respect to the transition property (including the expected sinking fund schedule, the financing order and the issuance advice letter relating to the transition property) is true and correct in all material respects;
under the laws of the State of Texas (including the Public Utility Regulatory Act) and the United States in effect on the issuance date:
the financing order pursuant to which the rights and interests of the seller have been created, including the right to impose, collect and receive the system restoration charges and, the interest in and to the transition property, has become final and non-appealable and is in full force and effect;
as of the issuance of the System Restoration Bonds, those System Restoration Bonds are entitled to the protection provided in the Public Utility Regulatory Act and, accordingly, the financing order, system restoration charges and issuance advice letter are not revocable by the Texas commission;
as of the issuance of the System Restoration Bonds, the tariff is in full force and effect and is not subject to modification by the Texas commission except for true-up adjustments made in accordance with the Public Utility Regulatory Act;
the process by which the financing order was approved and the financing order, issuance advice letter and tariff comply with all applicable laws and regulations;
the issuance advice letter and the tariff have been filed in accordance with the financing order and an officer of the seller has provided the certification to the Texas commission required by the issuance advice letter; and
no other approval, authorization, consent, order or other action of, or filing with any governmental authority is required in connection with the creation of the transition property, except those that have been obtained or made;
under the Financing Act, the State of Texas has pledged that it will not take or permit any action that would impair the value of the transition property, or, except
    - 123 -


Page
for true-up adjustments made in accordance with the Financing Act, reduce, alter, or impair the system restoration charges relating to such transition property until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the related System Restoration Bonds have been paid and performed in full, and consequently the State of Texas could not constitutionally take any action of a legislative character, including the repeal or amendment of the Financing Act, which would substantially limit, alter or impair the transition property or other rights vested in the bondholders pursuant to the financing order, or substantially limit, alter, impair or reduce the value or amount of the transition property, unless that action is a reasonable exercise of the State of Texas’s sovereign powers and of a character reasonable and appropriate to further a legitimate public purpose, and, under the takings clauses of the Texas and United States Constitutions, the State of Texas could not repeal or amend the Financing Act or take any other action in contravention of its pledge and agreement quoted above without paying just compensation to the bondholders, as determined by a court of competent jurisdiction, if doing so would constitute a permanent appropriation of a substantial property interest of the bondholders in the transition property and deprive the bondholders of their reasonable expectations arising from their investments in the System Restoration Bonds; however, there is no assurance that, even if a court were to award just compensation, it would be sufficient to pay the full amount of principal and interest on the System Restoration Bonds;
based on information available to the seller on the issuance date, the assumptions used in calculating the system restoration charges as of the issuance date are reasonable and are made in good faith; however, notwithstanding the foregoing, Entergy Texas makes no representation or warranty, express or implied, that amounts actually collected arising from those system restoration charges will in fact be sufficient to meet the payment obligations on the related System Restoration Bonds or that the assumptions used in calculating such system restoration charges will in fact be realized;
upon the effectiveness of the financing order, the issuance advice letter and the tariff with respect to the transferred transition property and the transfer of such transition property to us:
the rights and interests of the seller under the financing order, including the right to impose, collect and receive the system restoration charges established in the financing order, become transition property;
the transition property constitutes a present property right vested in us;
the transition property includes the right, title and interest of the seller in the financing order and the system restoration charges, the right to impose, collect and obtain periodic adjustments (with respect to adjustments, in the manner and with the effect provided in the servicing agreement) of the system restoration charges, and the rates and other charges authorized by the financing order and all revenues, claims, payments, money or proceeds of or arising from the system restoration charges;
the owner of the transition property is legally entitled to bill system restoration charges and collect payments in respect of the system restoration charges in the aggregate sufficient to pay the interest on and principal of the related System Restoration Bonds in accordance with the
    - 124 -


Page
indenture, to pay the fees and expenses of servicing the System Restoration Bonds, to replenish the capital subaccount to the required capital level until the System Restoration Bonds are paid in full or until the last date permitted for the collection of payments in respect of the system restoration charges under the financing order, whichever is earlier, and the customer class allocation percentages in the financing order do not prohibit the owner of the transferred transition property from obtaining adjustments and effecting allocations to the system restoration charges in order to collect payments of such amounts; and
the transition property is not subject to any lien other than the lien created by the basic documents or pursuant to the Public Utility Regulatory Act;
the seller is a corporation duly organized and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to own its properties and conduct its business as currently owned or conducted;
the seller has the requisite corporate power and authority to obtain the financing order and to own the rights and interests under the financing order relating to the System Restoration Bonds, to sell and assign those rights and interests to us, whereupon (subject to the effectiveness of the related issuance advice letter) such rights and interests will become transition property;
the seller is duly qualified to do business and is 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 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).
the seller has the requisite corporate power and authority to execute and deliver the sale agreement and to carry out its terms, and the execution, delivery and performance of the sale agreement have been duly authorized by the seller by all necessary corporate action;
the sale agreement constitutes a legal, valid and binding obligation of the seller, enforceable against it in accordance with its terms, subject to customary exceptions relating to bankruptcy, creditor’s rights and equitable principles;
the consummation of the transactions contemplated by the sale agreement and the fulfillment of its terms do not (a) conflict with or result in a breach of any of the terms or provisions of or otherwise constitute (with or without notice or lapse of time) a default under the seller’s organizational documents or any indenture, or other agreement or instrument to which the seller is a party or by which it or any of its property is bound, (b) result in the creation or imposition of any lien upon the seller’s properties pursuant to the terms of any such indenture, agreement or other instrument (other than any liens that may be granted in favor of the trustee for the benefit of the bondholders or any liens created by us pursuant to the Public Utility Regulatory Act or the basic documents) or (c) violate any existing law or any existing order, rule or regulation applicable to the seller of any government authority having jurisdiction over the seller or its properties;
    - 125 -


Page
no proceeding is pending and, to the seller’s knowledge, no proceeding is threatened and, to the seller’s knowledge, no investigation is pending or threatened before any governmental authority having jurisdiction over the seller or its properties involving or relating to the seller or to the issuing entity or, to the seller’s knowledge, any other person:
asserting the invalidity of the Financing Act, the financing order, the sale agreement, the System Restoration Bonds and the basic documents;
seeking to prevent the issuance of the System Restoration Bonds or the consummation of any of the transactions contemplated by the sale agreement or any of the other basic documents;
seeking a determination that could reasonably be expected to materially and adversely affect the performance by the seller of its obligations under, or the validity or enforceability of, the Financing Act, the financing order, the System Restoration Bonds, the sale agreement or the other basic documents; or
seeking to adversely affect the federal income tax or state income or franchise tax classification of the System Restoration Bonds as debt;
except for financing statements under the Uniform Commercial Code and other filings under the Financing Act, no governmental approvals, authorizations, consents, orders or other actions or filings with any governmental authority are required for the seller to execute, deliver and perform its obligations under the sale agreement except those which have previously been obtained or made or are required to be made by the servicer in the future pursuant to the servicing agreement;
there is no order by any court providing for the revocation, alteration, limitation or other impairment of the securitization provisions of the Financing Act, the financing order, the issuance advice letter, the transition property or the system restoration charges or any rights arising under any of them or that seeks to enjoin the performance of any obligations under the financing order; and
after giving effect to the sale of the transition property under the sale agreement, Entergy Texas:
is solvent and expects to remain solvent;
is adequately capitalized to conduct its business and affairs considering its size and the nature of its business and intended purposes;
is not engaged and does not expect to engage in a business for which its remaining property represents an unreasonably small portion of its capital;
reasonably believes that it will be able to pay its debts as they become due; and
is able to pay its debts as they mature and does not intend to incur, or believes that it will not incur, indebtedness that it will not be able to repay at its maturity.
    - 126 -


Page
The seller will not make any representation or warranty, express or implied, that billed system restoration charges will be actually collected from customers.
Certain of the representations and warranties that the seller makes in the sale agreement involve conclusions of law. The seller makes those representations and warranties in order to reflect the understanding of the basis on which we are issuing the System Restoration Bonds and to reflect the agreement that if this understanding proves to be incorrect, the seller will be obligated to indemnify us.
The representations and warranties made by the seller will survive the execution and delivery of the sale agreement, and our pledge of the transition property to the trustee. The seller will not be in breach of any representation or warranty as a result of any change in law occurring after the issuance date including by means of any legislative enactment, constitutional amendment or voter initiative that renders any of the representations or warranties untrue.
Covenants of the Seller
In the sale agreement, the seller makes the following covenants:
Subject to its right to assign its rights and obligations to a successor utility under the sale agreement, so long as any of the System Restoration Bonds are outstanding, the seller will (a) keep in full force and effect its existence and remain in good standing under the laws of the jurisdiction of its organization, (b) obtain and preserve its qualifications to do business in those jurisdictions necessary to protect the validity and enforceability of the sale agreement and the other basic documents or to the extent necessary to perform its obligations under the sale agreement and the other basic documents and (c) continue to operate its electric transmission and distribution system to provide service to its customers (or, if transmission and distribution are split, to provide distribution service directly to its customers).
Except for the conveyances under the sale agreement or any lien under the Financing Act for the benefit of us, the bondholders or the trustee, the seller will not sell, pledge, assign or transfer, or grant, create, incur, assume or suffer to exist any lien on, any of the transition property, or any interest therein, and the seller will defend the right, title and interest of us and of the trustee on behalf of the bondholders, in, to and under the transition property against all claims of third parties claiming through or under the seller. The seller also covenants that, in its capacity as seller, it will not at any time assert any lien against, or with respect to, any of the transition property.
If the seller receives any payments in respect of the system restoration charges or the proceeds thereof other than in its capacity as the servicer, the seller agrees to pay all those payments to the servicer, on behalf of us, and to hold such amounts in trust for us and the trustee prior to such payment. If the seller becomes a party to any future trade receivables purchase and sale arrangement or similar arrangement under which it sells all or any portion of its accounts receivables, the seller and the other parties to such arrangement shall enter into an intercreditor agreement in connection therewith and the terms of the documentation evidencing such trade receivables purchase and sale arrangement or similar arrangement shall expressly exclude system restoration charges from any receivables or other assets pledged or sold under such arrangement.
    - 127 -


Page
The seller will notify us and the trustee promptly after becoming aware of any lien on any of the transition property, other than the conveyances under the sale agreement, or any lien under the basic documents or under the Financing Act or the UCC in favor of the trustee for the benefit of the bondholders.
The seller agrees to comply with its organizational or governing documents and all laws, treaties, rules, regulations and determinations of any governmental authority applicable to it, except to the extent that failure to so comply would not materially adversely affect our or the trustee’s interests in the transition property or under the basic documents to which the seller is a party or the seller’s performance of its obligations under the basic documents to which the seller is a party.
So long as any of the System Restoration Bonds are outstanding, the seller will:
treat the transition property as our property for all purposes other than for financial reporting, state or federal regulatory or tax purposes;
treat the bonds as indebtedness of the seller secured by the System Restoration Bond collateral unless otherwise required by appropriate taxing authorities;
disclose in its financial statements that we and not the seller are the owner of the transition property and that our assets are not available to pay creditors of the seller or its affiliates (other than us);
not own or purchase any System Restoration Bonds; and
disclose the effects of all transactions between us and the seller in accordance with generally accepted accounting principles.
The seller agrees that, upon the sale by the seller of transition property to us pursuant to the sale agreement:
to the fullest extent permitted by law, including applicable Texas commission regulations and the securitization provisions of the Financing Act, we will have all of the rights originally held by the seller with respect to the transition 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 retail customer or REP in respect of the transition property, notwithstanding any objection or direction to the contrary by the seller (and the seller agrees not to make any such objection or to take any such contrary action), and
any payment by any retail customer or REP (if any) to us will discharge that customer’s or REP’s obligations, if any, in respect of the transition property to the extent of that payment, notwithstanding any objection or direction to the contrary by the seller.
So long as any of the System Restoration Bonds are outstanding:
in all proceedings relating directly or indirectly to the transition property, the seller will affirmatively certify and confirm that it has sold all of its rights and interests in and to such property (other than for financial
    - 128 -


Page
reporting or tax purposes), and will not make any statement or reference in respect of the transition property that is inconsistent with our ownership interest (other than for financial accounting, state or regulatory or tax purposes),
the seller will not take any action in respect of the transition property except solely in its capacity as servicer pursuant to the servicing agreement or as otherwise contemplated by the basic documents,
the seller will not sell transition property under a separate financing order in connection with the issuance of additional System Restoration Bonds or System Restoration Bonds unless the rating agency condition has been satisfied, and
neither the seller nor the issuing entity will make any election, file any tax return, or make any election inconsistent with the treatment of the issuing entity, for federal income tax purposes 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 seller (or, if relevant, from another sole owner of us, as the issuing entity).
The seller will execute and file the filings required by law to fully preserve, maintain, protect and perfect our ownership interest in and the trustee’s lien on the transition property, including all filings required under the securitization provisions of the Financing Act and the Uniform Commercial Code relating to the transfer of the ownership of the rights and interests related to the System Restoration Bonds under the financing order by the seller to us and the pledge of the transition property to the trustee. The seller will institute any action or proceeding necessary to compel performance by the Texas commission, the State of Texas or any of their respective agents of any of their obligations or duties under the securitization provisions of the Financing Act, the financing order or any issuance advice letter. The seller also will take those legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, as may be reasonably necessary (i) to protect us, the bondholders and the trustee from claims, state actions or other actions or proceedings of third parties which, if successfully pursued, would result in a breach of any representation or warranty of the seller in the sale agreement and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the securitization provisions of the Financing Act, the financing order, any issuance advice letter or the rights of holders by legislative enactment or constitutional amendment that would be materially adverse to us, the trustee or the bondholder or which would otherwise cause an impairment of our rights or those of the bondholders and the trustee, and the seller will pay the costs of any such actions or proceedings.
Even if the sale agreement or the indenture is terminated, the seller will not, prior to the date which is one year and one day after the termination of the indenture and payment in full of the System Restoration Bonds or any other amounts owed under the indenture, petition or otherwise invoke or cause us to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against us under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official or any substantial part of our property, or ordering the winding up or liquidation of our affairs.
    - 129 -


Page
So long as any of the System Restoration Bonds are outstanding, the seller will, and will 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 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 transferred transition property; provided that no such tax need be paid if the seller or any of its affiliates is contesting the same in good faith by appropriate proceedings promptly instituted and diligently conducted and if the seller or such affiliate has established appropriate reserves as shall be required in conformity with generally accepted accounting principles.
The seller will not withdraw the filing of any issuance advice letter with the Texas commission.
The seller will make all reasonable efforts to keep each tariff in full force and effect at all times.
Promptly after obtaining knowledge of any breach in any material respect of its representations, warranties or covenants in the sale agreement, the seller will notify us, the trustee, the Texas commission and the rating agencies of the breach.
The seller will use the proceeds of the sale of the transition property in accordance with the financing order and the Financing Act.
Upon our request, the seller will execute and deliver such further instruments and do such further acts as may be necessary to carry out more effectively the provisions and purposes of the sale agreement.
Indemnification
The seller will indemnify, defend and hold harmless us, the trustee (for itself and for the benefit of the bondholders) and any of our and the trustee’s officers, directors, employees and agents against:
any and all amounts of principal and interest on the System Restoration Bonds not paid when due or when scheduled to be paid,
any deposits required to be made by or to us under the basic documents or the financing order which are not made when required, and
any and all other liabilities, obligations, losses, claims, damages, payment, costs or expenses incurred by any of these persons
in each case, as a result of the seller’s breach of any of its representations, warranties or covenants contained in the sale agreement.
The seller will indemnify us and the trustee (for itself and for the benefit of the bondholders) and each of our and the trustee’s respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such person from and against, any and all taxes (other than taxes imposed on the bondholders as a result of their ownership of System Restoration Bonds) that may at any time be imposed on or asserted against any such person as a result of (i) the sale of the transition property to us, (ii) our ownership and assignment of the transition property, (iii) the issuance and sale by us of the System Restoration Bonds or
    - 130 -


Page
(iv) the other transactions contemplated in the basic documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes, but excluding any taxes imposed as a result of a failure of such person to withhold or remit taxes with respect to payments on the System Restoration Bonds.
In addition, the seller will indemnify, defend and hold harmless the trustee (for itself), our independent managers and each of their respective officers, directors, employees and agents against any and all liabilities, obligations, losses, claims, damages, payments, costs or expenses incurred by any of these parties as a result of the seller’s breach of any of its representations and warranties or covenants contained in the sale agreement, except to the extent of such losses either resulting from the willful misconduct, bad faith or gross negligence of such indemnified persons or resulting from a breach of a representation or warranty made by such indemnified persons in the indenture or any related documents that gives rise to the seller’s breach. The seller will not be required to indemnify any person otherwise indemnified under the sale agreement for any amount paid or payable by such person in the settlement of any action, proceeding or investigation without the prior written consent of the seller, which consent will not be unreasonably withheld.
The seller will indemnify the servicer (if the servicer is not the seller) for the costs of any action instituted by the servicer pursuant to the servicing agreement which are not paid as an operating expense under the indenture.
The indemnification provided for in the sale agreement will survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Financing Act or the financing order and will survive the resignation or removal of the trustee, or the termination of the sale agreement and will rank in priority with other general, unsecured obligations of the seller. The seller shall not indemnify any person otherwise indemnified under the sale agreement for any changes in law after the issuance date, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or any final and non-appealable judicial decision.
Entergy Texas’ indemnification obligations will rank equally in right of payment with other general unsecured obligations of Entergy Texas.
Successors to the Seller
Any entity which becomes the successor by merger, sale, transfer, lease, management contract or otherwise to all or substantially all of the electric transmission and distribution business of Entergy Texas may assume the rights and obligations of Entergy Texas under the sale agreement. If transmission and distribution are not provided by a single entity after any such transaction, the entity which provides distribution service directly to retail customers taking service at facilities, premises or loads located in Entergy Texas' service territory may assume Entergy Texas' rights and obligations under the sale agreement. So long as the conditions of any such assumption are met, Entergy Texas will automatically be released from its obligations under the sale agreement. The conditions include that:
immediately after giving effect to any transaction referred to in this paragraph, no representation, warranty or covenant made in the sale agreement will have been breached, and no servicer default, and no event that, after notice or lapse of time, or both, would become a servicer default will have occurred and be continuing,
the successor must execute an agreement of assumption to perform all of the obligations of the seller under the sale agreement;
    - 131 -


Page
officers’ certificates and opinions of counsel specified in the sale agreement will have been delivered to us, the trustee and the rating agencies, and
the rating agencies will have received prior written notice of the transaction.
Amendment
The sale agreement may be amended in writing by the seller and us, if a copy of the amendment is provided by us to each rating agency and the rating agency condition is satisfied, with the consent of the trustee (subject to the receipt of an opinion of counsel described below) and, with respect to amendments that would increase ongoing qualified costs as defined in the financing order, the consent or deemed consent of the Texas commission. If any such amendment would adversely affect the interest of any bondholder in any material respect, the consent of the holders of a majority of each affected tranche of System Restoration Bonds is also required. In determining whether a majority of holders have consented, System Restoration Bonds owned by us, Entergy Texas or any affiliate of us shall be disregarded, except that, in determining whether the trustee shall be protected in relying upon any such consent, the trustee shall only be required to disregard any System Restoration Bonds it actually knows to be so owned.
In addition, the sale agreement may be amended in writing by the seller and us with ten business days’ prior written notice given to the rating agencies and, if the contemplated amendment may in the judgment of the Texas commission increase ongoing qualified costs, the consent of the Texas commission, but without the consent of any of the bondholders, (i) to cure any ambiguity, to correct or supplement any provisions in the sale agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the sale 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 us and the trustee, adversely affect in any material respect the interests of any bondholder or (ii) to conform the provisions of the sale agreement to the description of the sale agreement in this prospectus. Promptly after the execution of any such amendment or consent, we will furnish copies of such amendment or consent to each of the rating agencies. In connection with any amendment to the sale agreement, the Trustee shall be entitled to rely upon an opinion and certificate that such amendment is authorized or permitted and that all conditions precedent to the execution have been complied with.
Prior to the execution of any amendment to the sale agreement, we and the trustee shall be entitled to receive and rely upon an opinion of counsel from external counsel of the seller stating that the execution of such amendment is authorized or permitted by the sale agreement and that all conditions precedent have been satisfied and upon the opinion of counsel referred to in the servicing agreement.
THE SERVICING AGREEMENT
The following summary describes the material terms and provisions of the servicing agreement pursuant to which the servicer is undertaking to service the transition property. We have filed the form of the servicing agreement as an exhibit to the registration statement of which this prospectus forms a part.
Servicing Procedures
The servicer, as our agent, will manage, service and administer, and bill and collect payments in respect of the transition property according to the terms of the servicing agreement. The servicer's duties will include: calculating, billing and collecting the transition charges;
    - 132 -


Page
responding to inquiries of retail customers, REPs (if any), the Texas commission or any other governmental authority regarding the transition property; calculating electricity usage; accounting for collections; furnishing periodic reports and statements to us, the rating agencies and to the trustee; making all filings with the Texas commission and taking all other actions necessary to perfect our ownership interests in and the trustee's lien on the transition property; making all filings and taking such other action as may be necessary to perfect the trustee's lien on and security interest in all collateral that is not transition property; selling, as our agent, as our interests may appear, defaulted or written off accounts; and taking all necessary action in connection with true-up adjustments. The servicer is required to notify us, the trustee and the rating agencies in writing of any laws or Texas commission regulations promulgated after the execution of the servicing agreement that have a material adverse effect on the servicer's ability to perform its duties under the servicing agreement. The servicer is also authorized to execute and deliver documents and to make filings and participate in proceedings on our behalf.
The servicer is required to notify us, the trustee and the rating agencies in writing of any laws or Texas commission regulations promulgated after the execution of the servicing agreement that have a material adverse effect on the servicer’s ability to perform its duties under the servicing agreement. The servicer is also authorized to execute and deliver documents and to make filings and participate in proceedings on our behalf.
In addition, upon our reasonable request or any rating agency, the servicer will provide to us or rating agency, public financial information about the servicer and any material information about the transition property that is reasonably available, as may be reasonably necessary and permitted by law to enable us or rating agency to monitor the servicer’s performance and, so long as any System Restoration Bonds are outstanding, within a reasonable time after written request thereof, any information available to the servicer or reasonably obtainable by it that is necessary to calculate the system restoration charges applicable to each customer class. In addition to the foregoing, the servicer shall provide information reasonably accessible to it to the trustee upon request from time to time. The servicer will also prepare any reports required to be filed by us with the SEC and will cause to be delivered required opinions of counsel to the effect that all filings with the Texas commission necessary to preserve and protect the interests of the trustee in the transition property have been made.
Servicing Standards and Covenants
The servicing agreement will require the servicer, in servicing and administering the transition property, to employ or cause to be employed procedures and exercise or cause to be exercised the same care and diligence it customarily employs and exercises with respect to billing and collection activities it conducts for its own account and, if applicable, for others.
In the event that REPs are permitted to collect the transition charges, the servicing agreement requires the servicer to implement procedures and policies to ensure that REPs remit the transition charges collected from their retail customers to the servicer on behalf of us and the bondholders. These procedures and policies include creating and maintaining records that would permit prompt transfer of billing responsibilities in the event that a REP defaults. The servicer will also monitor payments from REPs and will take all permitted steps to ensure and collect payment by the REPs. The servicer will impose collection policies on the REPs, as permitted under the financing order and the rules of the Texas commission. Any agreement entered into between the servicer and a defaulted REP must satisfy the rating agency condition.
The servicing agreement requires the servicer to (i) manage, service, administer and make collections in respect of the transition property with reasonable care and in material compliance with applicable requirements of law, including all applicable regulations of the Texas commission, (ii) follow customary standards, policies and procedures for the industry in Texas in
    - 133 -


Page
performing its duties, (iii) use all reasonable efforts, consistent with its customary servicing procedures, to enforce, and maintain rights in respect of, the transition property and to bill and collect the system restoration charges, (iv) comply with all requirements of law including all applicable regulations of the Texas commission applicable to and binding on it relating to the transition property, (v) file all notices with the Texas commission described in the Financing Act and file and maintain the effectiveness of UCC financing statements with respect to the property transferred from time to time under the Sale Agreement, and (vi) take such other action on our behalf to ensure that the lien of the trustee on the Collateral remains perfected and of first priority.
The servicer is responsible for instituting any proceeding to compel performance by the State of Texas or the Texas commission of their respective obligations under the Financing Act, the financing order, any issuance advice letter, any true-up adjustment or any tariff. The servicer is also responsible for instituting any proceeding as may be reasonably necessary to block or overturn any attempts to cause a repeal of, modification of or supplement to the Financing Act or the financing order or the rights of holders of transition property by legislative enactment, voter initiative or constitutional amendment that would be materially adverse to holders or which would cause an impairment of the rights of the issuing entity or the holders. In any proceedings related to the exercise of the power of eminent domain by any municipality to acquire a portion of Entergy Texas’ electric distribution facilities, the servicer will assert that the court ordering such condemnation must treat such municipality as a successor to Entergy Texas under the Financing Act and the financing order. The servicing agreement also designates the servicer as the custodian of our records and documents. The servicing agreement requires the servicer to indemnify us, our independent managers and the trustee (for itself and for your benefit) for any negligent act or omission relating to the servicer’s duties as custodian, except in the case of willful misconduct, bad faith or negligence of us, any independent manager or the trustee.
True-Up Adjustment Process
Among other things, the servicing agreement requires the servicer to file, and the Financing Act requires the Texas commission to approve, annual true-up adjustments to the rate at which system restoration charges are billed to customers. For more information on the true-up process, please read “Entergy Texas’ Financing Order—Statutory True-Ups—Credit Risk” in this prospectus. These adjustments are to be based on actual system restoration charge collections and updated assumptions by the servicer as to projected future billed revenue from which system restoration charges are allocated, projected electricity usage during the next period, expected delinquencies and write-offs and future payments and expenses relating to the transition property and the System Restoration Bonds.
In addition to the annual true-up adjustments, the financing order provides for the servicer to make true-up adjustments more frequently during the term of the System Restoration Bonds to correct any undercollection or overcollection, as provided in the financing order, in order to assure timely payment of System Restoration Bonds based on rating agency and bondholder considerations. The financing order also requires the servicer to make mandatory interim true-up adjustments semi-annually (or quarterly during the period between the expected final maturity and the legal final maturity of the last bond tranche or class) if the servicer forecasts that system restoration charge collections will be insufficient to make all scheduled payments of principal, interest and other amounts in respect of the System Restoration Bonds during the current or next succeeding semi-annual or quarterly period (as applicable) and to replenish any draws upon the capital subaccount.
The Texas commission must be given at least 15 days’ notice prior to making either the annual true-up adjustment or an interim true-up adjustment. In the event any correction to a true-up adjustment due to mathematical errors in the calculation of the adjustment or otherwise is
    - 134 -


Page
necessary, it will be made in a future true-up adjustment. Interim true-up adjustments may not be made more frequently than every three months if quarterly System Restoration Bond payments are required or every six months if semi-annual System Restoration Bond payments are required; however, interim adjustments may occur quarterly for any System Restoration Bonds remaining outstanding following the last scheduled final payment date.
In addition to the annual true-up adjustment the servicer may file for a non-standard true-up adjustment if the forecasted billing units for one or more of the retail customer classes for an upcoming period decreases by more than 10% compared to the threshold billing units for such class set forth in the financing order. Non-standard true-up adjustments under the financing order must be filed with the Texas commission ninety (90) days before the date of the proposed adjustment and will be determined by a contested proceeding limited to determining if the non-standard true-up complies with the financing order. If the Texas commission does not issue an order by the proposed adjustment date, the servicer will be allowed to implement its proposed changes and any modifications subsequently ordered by the Texas commission will be made in the next true-up filing. Any such modification could result in delays in payments on the System Restoration Bonds.
An interim true-up adjustment will allocate amounts to customer classes in the same manner as amounts were allocated in the most recent annual true-up adjustment or non-standard true-up adjustment, as applicable.
As part of each true-up adjustment, the servicer will calculate the system restoration charges necessary to result in:
all accrued and unpaid interest being paid in full,
the outstanding principal balance of the system restoration bonds equaling the amount provided in the expected amortization schedule,
the amount on deposit in the capital subaccount equaling the required capital level, and
all other fees, expenses and indemnities of the issuing entity (up to the authorized amounts of such payments set forth in the financing order) being paid
The servicer will file true-up adjustments and, in accordance with the related financing order, the Texas commission has the right to review the adjustments. Under the financing order, the Texas commission has fifteen days to review annual or interim true-up adjustment filings. The Texas commission’s rights of review are limited to (i) in the case of an annual or an interim true-up adjustment, arithmetic errors and (ii) in the case of a non-standard true-up adjustment, whether the non-standard true-up complies with the provisions of the financing order. The servicer will implement adjustments to the system restoration charges annually, unless more frequent adjustments are required as described above.
Remittances to Collection Account
The servicer will remit estimated collection payments on the system restoration charges to the trustee for deposit in the collection account each business day. For a description of the allocation of the deposits, please read “Security for the System Restoration Bonds—How Funds in the Collection Account Will Be Allocated” in this prospectus. Until system restoration charge collections are remitted to the collection account, the servicer will not segregate them from its general funds. Please read “Risk Factors—Risks Associated with Potential Bankruptcy Proceedings of the Seller or the Servicer” in this prospectus.
    - 135 -


Page
The servicer will remit to the trustee system restoration charge collections based on its estimated system-wide charge-off percentage and the average number of days outstanding of bills. No less often than annually, the servicer will reconcile remittances of estimated payments arising from system restoration charges with actual system restoration charge payments received by the servicer to more accurately reflect the amount of billed system restoration charges that should have been remitted, based on the amounts actually received. To the extent the remittances of estimated payments arising from the system restoration charge exceed the amounts that should have been remitted based on actual system-wide charge-offs, the servicer will be entitled to receive a payment from us in an amount equal to the excess remittance, or to withhold the excess amount from any subsequent remittance to the trustee. To the extent the remittances of estimated payments arising from the system restoration charge are less than the amount that should have been remitted, the servicer will remit the amount of the shortfall to the trustee within two business days. Although the servicer will remit estimated payments arising from the system restoration charge to the trustee, the servicer is not obligated to make any payments on the System Restoration Bonds. In the case of any shortfall, Entergy Texas will allocate that shortfall, until retail competition is introduced into Entergy Texas’ service territory, first, to any amounts due with respect to customer deposits, second, to all electric service charges of Entergy Texas on the bill and to all system restoration charges, pro rata, based on the amount owed to Entergy Texas or other parties (including those amounts associated with the bonds, the Series 2009 Transition Bonds) and, third, to tax and remaining charges billed to customers. The portion owed in respect of system restoration charges may be further allocated ratably between us, as issuing entity of the System Restoration Bonds, and other affiliates of Entergy Texas who have issued System Restoration Bonds or system restoration bonds under the Financing Act, including Texas Restoration Funding, LLC.
In the event that the servicer makes changes to its current computerized customer information system which would allow the servicer to track actual system restoration charge payments and/or otherwise monitor payment and collection activity more efficiently or accurately than is being done today, the servicing agreement will allow the servicer to substitute actual remittance procedures for the estimated remittance procedures described above and otherwise modify the remittance procedures described above as may be appropriate in the interests of efficiency, accuracy, cost and/or system capabilities. However, the servicer will not be allowed to make any modification or substitution that will materially adversely affect the bondholders. The servicer must also give notice to us, the trustee and the rating agencies of any such computer system changes no later than 60 business days after the date on which all retail customer accounts are billed on the new system.
Servicing Compensation
The servicer will be entitled to receive an annual servicing fee in an amount equal to:
0.10% of the initial principal balance of the System Restoration Bonds for so long as the servicer remains Entergy Texas or an affiliate; or
if Entergy Texas or any of its affiliates is not the servicer, an amount agreed upon by the successor servicer and the trustee (in accordance with written instructions of bondholders evidencing not less than a majority of the outstanding amount of the System Restoration Bonds), but any amount in excess of 0.60% of the initial principal balance of the System Restoration Bonds must be approved by the Texas commission and the satisfaction of the rating agency condition.
The servicing fee shall be paid semi-annually with half of the servicing fee being paid on each payment date, provided that if the initial payment period is longer than six months, the servicer will be entitled to a pro rata increase in the servicing fee for such period. The servicer
    - 136 -


Page
will also be entitled to retain any interest earnings on system restoration charge collections prior to remittance to the collection account, as well as all late payment charges, if any, collected from customers or REPs. However, if the servicer has failed to remit the system restoration charge collections to any collection account on the same business day that the servicer received such system restoration charge collections on more than three occasions during the period that the System Restoration Bonds are outstanding, then thereafter the servicer will be required to pay to the trustee any interest earnings on system restoration charge collections received by the servicer and invested by the servicer during each collection period prior to remittance to the collection account for so long as the System Restoration Bonds remain outstanding. The trustee will pay the servicing fee on each payment date (together with any portion of the servicing fee that remains unpaid from prior payment dates) to the extent of available funds prior to the distribution of any interest on and principal of the System Restoration Bonds. So long as Entergy Texas or an affiliate, is the servicer, Entergy Texas’ servicing compensation will be included as an identified revenue credit and reduce revenue requirements for setting its transmission and distribution rates. The expenses of servicing shall likewise be included as a cost of service in setting such rates.
Servicer Representations and Warranties; Indemnification
In the servicing agreement, the servicer will represent and warrant to us, as of the issuance date of the System Restoration Bonds, among other things, that:
the servicer is duly organized, validly existing and is in good standing under the laws of the state of its organization, with requisite corporate or other power and authority to own its properties, to conduct its business as such properties are currently owned and such business is presently conducted by it, and to service the transition property and hold the records related to the transition property, and to execute, deliver and carry out the terms of the servicing agreement;
the servicer is duly qualified to do business, is 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 transition property as required under the servicing agreement) requires such qualifications, licenses or approvals (except where a failure to qualify would not be reasonably likely to have a material adverse effect on the servicer’s business, operations, assets, revenues or properties or to its servicing of the transition property);
the execution, delivery and performance of the terms of the servicing agreement have been duly authorized by all necessary action on the part of the servicer under its organizational or governing documents and laws;
the servicing 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, regardless of whether considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith and fair dealing);
the consummation of the transactions contemplated by the servicing agreement do not conflict with, result in any breach of, nor constitute a default under the servicer’s organizational documents or any indenture or other agreement or instrument to which the servicer is a party or by which it or any of its property is
    - 137 -


Page
bound, result in the creation or imposition of any lien upon the servicer’s properties pursuant to the terms of any such indenture or agreement or other instrument (other than any lien that may be granted in favor of the trustee for the benefit of holders under the basic documents or any lien created pursuant to Section 39.309 of the Public Utility Regulatory Act) or violate any existing law or any existing order, rule or regulation applicable to the servicer of any governmental authority having jurisdiction over the servicer or its properties;
each report or certificate delivered in connection with the issuance advice letter or delivered in connection with any filing made to the Texas commission by us with respect to the system restoration charges or true-up adjustments will be true and correct in all material respects, or, if based in part on or containing assumptions, forecasts or other predictions of future events, such assumptions, forecasts or predictions are reasonable based on historical performance (and facts known to the servicer on the date such report or certificate is delivered);
no governmental approvals, authorizations, consents, orders or other actions or filings with any governmental authority are required for the servicer to execute, deliver and perform its obligations under the servicing agreement except those which have previously been obtained or made, those that are required to be made by the servicer in the future pursuant to the servicing agreement and those that the servicer may need to file in the future to continue the effectiveness of any financing statements; and
no proceeding or, to the servicer’s knowledge, investigation is pending and, to the servicer’s knowledge, no proceeding or investigation is threatened before any governmental authority having jurisdiction over the servicer or its properties involving or relating to the servicer or the issuing entity or, to the servicer’s knowledge, any other person, asserting the invalidity of the servicing agreement or the other basic documents, seeking to prevent issuance of the System Restoration Bonds or the consummation of the transactions contemplated by the servicing agreement or other basic documents, seeking a determination that could reasonably be expected to materially and adversely affect the performance by the servicer of its obligations under or the validity or enforceability of the servicing agreement or the other basic documents, the System Restoration Bonds or seeking to adversely affect the federal income tax or state income or franchise tax classification of System Restoration Bonds as debt.
The servicer is not responsible for any ruling, decision, action or determination made or not made, or any delay of the Texas commission (except any delay caused by the servicer’s failure to file required applications in a timely and correct manner or other breach of its duties under the servicing agreement that adversely affects the transition property or the true-up adjustments) in any way related to the transition property, the system restoration charges or any true-up adjustment. The servicer also is not liable for the calculation of the system restoration charges and adjustments, including any inaccuracy in the assumptions made in the calculation, so long as the servicer has acted in good faith and has not acted in a negligent manner or for any person, including the bondholders, not receiving any payment, amount or return anticipated or expected or in respect of any System Restoration Bond generally.
The Servicer Will Indemnify Us, Other Entities and the Texas Commission in Limited Circumstances
The servicer will indemnify, defend and hold harmless us and the trustee (for itself and for your benefit) and the independent managers and each of their respective officers, directors,
    - 138 -


Page
employees and agents from any and all liabilities, obligations, losses, damages, payments and claims, and reasonable costs or expenses, arising as a result of:
the servicer’s willful misconduct, bad faith or negligence in the performance of, or reckless disregard of, its duties or observance of its covenants under the servicing agreement,
the servicer’s breach of any of its representations or warranties under the servicing agreement,
litigation and related expenses relating to its status and obligations as servicer (other than any proceeding the servicer is required to institute under the servicing agreement), and
any finding that interest payable to any future REP with respect to disputed funds must be paid by us or from the transition property.
The servicer will not be liable, however, for any liabilities, obligations, losses, damages, payments or claims, or reasonable costs or expenses, resulting from the willful misconduct, bad faith or gross negligence of the party seeking indemnification, or resulting from a breach of a representation or warranty made by any such person in any of the basic documents that give rise to the servicer’s breach.
In addition, the servicer will agree to indemnify the Texas commission (for the benefit of retail electric customers) in connection with any liabilities, obligations, losses, damages, payments and claims, including any increase in servicing fees as described under “—Servicing Compensation,” resulting from the servicer’s willful misconduct, bad faith or negligence in performance of its duties or observance of its covenants under the servicing agreement. Any such indemnity payments made to the Texas commission for the benefit of the retail electric customers will be remitted to the trustee promptly for deposit in the collection account.
Except for payment of the servicing fee, reimbursement of excess remittances and certain costs incurred and payment of the purchase price of the transition property, the servicing agreement also provides that the servicer releases us and our independent managers, the trustee and each of our respective officers, directors and agents from any actions, claims and demands which the servicer, in the capacity of servicer or otherwise, may have against those parties relating to the transition property or the servicer’s activities with respect to the transition property, other than actions, claims and demands arising from the willful misconduct, bad faith or gross negligence of the parties.
The PUCT, acting through its authorized legal representative, may enforce the servicer’s obligations imposed pursuant to the financing order for the benefit of ratepayers to the extent permitted by law.
Evidence as to Compliance
The servicing agreement will provide that the servicer will furnish annually to us, the trustee and the rating agencies, on or before March 31 of each year, beginning March 31,       or, if earlier, on the date on which the annual report relating to the bonds is required to be filed with the SEC, a report on its assessment of compliance with specified servicing criteria as required by Item 1122(a) of Regulation AB, during the preceding 12 months ended December 31 (or preceding period since the issuance date of the System Restoration Bonds in the case of the first statement), together with a certificate by an officer of the servicer certifying the statements set forth therein.
    - 139 -


Page
The servicing agreement also provides that a firm of independent certified public accountants, at the servicer’s expense, will furnish annually to us, the trustee and the rating agencies on or before March 31 of each year, beginning March 31,      or, if earlier, on the date on which the annual report relating to the bonds is required to be filed with the SEC, an annual accountant’s report, which will include any required attestation report that attests to and reports on the servicer’s assessment report described in the immediately preceding paragraph, to the effect that the accounting firm has performed agreed upon procedures in connection with the servicer’s compliance with its obligations under the servicing agreement during the preceding 12 months, identifying the results of the procedures and including any exceptions noted. The report will also indicate that the accounting firm providing the report is independent of the servicer within the meaning of the rules of The Public Company Accounting Oversight Board.
Copies of the above reports will be filed with the SEC. You may also obtain copies of the above statements and certificates by sending a written request addressed to the trustee.
The servicer will also be required to deliver to us, the trustee and the rating agencies monthly reports setting forth certain information relating to collections of system restoration charges received during the preceding calendar month and, shortly before each payment date, a semi-annual report setting forth the amount of principal and interest payable to bondholders on such date, the difference between the principal outstanding on the System Restoration Bonds and the amounts specified in the related expected amortization schedule after giving effect to any such payments, and the amounts on deposit in the capital subaccount and excess funds subaccount after giving effect to all transfers and payments to be made on such payment date. The servicer is required to file copies of the semi-annual payment date reports with the SEC.
In addition, the servicer is required to send copies of each filing or notice evidencing a true-up adjustment to us, the trustee and the rating agencies. The servicer is also required to prepare and deliver certain disclosures to its retail customers and to REPs, and to provide to the rating agencies any non-confidential and non-proprietary information about the REPs as is reasonably requested by the rating agencies.
Matters Regarding the Servicer
The servicing agreement will provide that Entergy Texas may not resign from its obligations and duties as servicer thereunder, except when Entergy Texas delivers to the trustee and the Texas commission an opinion of independent legal counsel to the effect that Entergy Texas’ performance of its duties under the servicing agreement is no longer permissible under applicable law. No resignation by Entergy Texas as servicer will become effective until a successor servicer has assumed Entergy Texas’ servicing obligations and duties under the servicing agreement.
The servicing agreement further provides that neither the servicer nor any of its directors, officers, employees, and agents will be liable to us or to the trustee, our managers, you or any other person or entity, except as provided under the servicing agreement, for taking any action or for refraining from taking any action under the servicing agreement or for good faith errors in judgment. However, neither the servicer nor any person or entity will be protected against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties. The servicer and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel or on any document submitted by any person respecting any matters under the servicing agreement. In addition, the servicing agreement will provide that the servicer is under no obligation to appear in, prosecute, or defend any legal action, except as provided in the servicing agreement at our expense.
    - 140 -


Page
Under the circumstances specified in the servicing agreement, any entity which becomes the successor by merger, sale, transfer, lease, management contract or otherwise to all or substantially all of the servicer’s electric transmission and distribution business may assume all of the rights and obligations of the servicer under the servicing agreement. If transmission and distribution are not provided by a single entity after any such transaction, the entity which provides distribution service directly to retail customers taking service as facilities, premises located in the servicer’s service territory may assume all of the servicer’s rights and obligations under the servicing agreement. The following are conditions to the transfer of the duties and obligations to a successor servicer:
immediately after the transfer, no representation or warranty made by the servicer in the servicing agreement will have been breached and no servicer default or event which after notice of, lapse of time or both, would become a servicer default, has occurred and is continuing;
the successor to the servicer must execute an agreement of assumption to perform every obligation of the servicer under the servicing agreement;
the servicer has delivered to us and to the trustee an officer’s certificate and an opinion of counsel stating that the transfer complies with the servicing agreement and all conditions to the transfer under the servicing agreement have been complied with;
the servicer has delivered to us and to the trustee and the rating agencies an opinion of counsel stating either that all necessary filings, including those with the Texas commission, to preserve, perfect and maintain the priority of our interests in and the trustee’s lien on the transition property, have been made or that no filings are required;
the servicer has given prior written notice to the rating agencies; and
the servicer has delivered to us, the Texas commission, the trustee and the rating agencies an opinion of independent tax counsel to the effect that, for federal income tax purposes, such transaction will not result in a material federal income tax consequence to the issuing entity or the system restoration bondholders.
So long as the conditions of any such assumptions are met, then the prior servicer will automatically be released from its obligations under the servicing agreement.
The servicing agreement permits the servicer to appoint any person to perform any or all of its obligations. However, unless the appointed person is an affiliate of Entergy Texas, appointment must satisfy the rating agency condition. In all cases, the servicer must remain obligated and liable under the servicing agreement.
Servicer Defaults
Servicer defaults under the servicing agreement will include:
any failure by the servicer to remit any amount, including payments arising from the system restoration charges into the collection account as required under the servicing agreement, which failure continues unremedied for five business days after written notice from us or the trustee is received by the servicer or after discovery of the failure by an officer of the servicer;
    - 141 -


Page
any failure by the servicer to duly perform its obligations to make system restoration charge adjustment filings in the time and manner set forth in the servicing agreement, which failure continues unremedied for a period of five days;
any failure by the servicer or, if the servicer is Entergy Texas or an affiliate of Entergy Texas, by Entergy Texas to observe or perform in any material respect any covenants or agreements in the servicing agreement or the other basic documents to which it is a party, which failure materially and adversely affects the rights of bondholders and which continues unremedied for 60 days after written notice of this failure has been given to the servicer or, if the servicer is Entergy Texas or an affiliate of Entergy Texas, by us or by the trustee or after such failure is discovered by an officer of the servicer;
any representation or warranty made by the servicer in the servicing agreement or any basic document proves to have been incorrect in a 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 the giving of written notice to the servicer by us or the trustee after such failure is discovered by an officer of the servicer; and
events of bankruptcy, insolvency, receivership or liquidation of the servicer.
Rights Upon a Servicer Default
In the event of a servicer default that remains unremedied, the trustee may, and upon the instruction of the Texas commission (on behalf of the customers) or the holders of System Restoration Bonds evidencing not less than a majority in principal amount of then outstanding System Restoration Bonds, the trustee will terminate all the rights and obligations of the servicer under the servicing agreement, other than the servicer’s indemnity obligation and obligation to continue performing its functions as servicer until a successor servicer is appointed. After the termination, the trustee may and, upon the instruction of the holders of System Restoration Bonds evidencing not less than a majority in principal amount of then outstanding System Restoration Bonds, the trustee will appoint a successor servicer who will succeed to all the responsibilities, duties and liabilities of the servicer under the servicing agreement and will be entitled to similar compensation arrangements. Any successor servicer must be permitted under Texas Commission regulations to perform the duties of servicer, is subject to satisfaction of the rating agency condition and must enter into a servicing agreement with us having substantially the same provisions as the servicing agreement.
In addition, when a servicer defaults by failing to remit system restoration charges as required by the servicing agreement, the bondholders (in accordance with the indenture) and the trustee as beneficiary of any statutory lien permitted by the Financing Act will be entitled to (i) apply to a Travis County, Texas district court for sequestration and payment of revenues arising from the transition property, (ii) foreclose on or otherwise enforce the lien and security interests in the transition property, and (iii) apply to the Texas commission for an order that amounts arising from the system restoration charges be transferred to a separate account for the benefit of the bondholders in accordance with the Financing Act. If, however, a bankruptcy trustee or similar official has been appointed for the servicer, and no servicer default other than an appointment of a bankruptcy trustee or similar official has occurred, that trustee or official may have the power to prevent the trustee or the bondholders from effecting a transfer of servicing. Please read “Risk Factors—Risks Associated with Potential Bankruptcy Proceedings of the Seller or the Servicer” and “How a Bankruptcy May Affect Your Investment” in this prospectus.
    - 142 -


Page
If within thirty days after the delivery of the termination notice, a new servicer shall not have been appointed, the trustee may appoint, or petition the Texas commission or a court of competent jurisdiction for the appointment of, a successor servicer which satisfies the rating agency condition. In no event will the trustee be liable for its appointment of a successor servicer. The trustee may make arrangements for compensation to be paid to the successor servicer.
Waiver of Past Defaults
The Texas commission, together with holders of System Restoration Bonds evidencing not less than a majority in principal amount of the then outstanding System Restoration Bonds, on behalf of all bondholders, may direct the trustee to waive in writing any default by the servicer in the performance of its obligations under the servicing agreement and its consequences, except a default in making any required remittances to the collection account under the servicing agreement. The servicing agreement provides that no waiver will impair the bondholders’ rights relating to subsequent defaults. Promptly after executing such a waiver, the servicer will furnish a copy of such waiver to each rating agency.
Successor Servicer
If for any reason a third-party assumes the role of the servicer under the servicing agreement, the servicing agreement will require the servicer to cooperate with us and with the trustee and the successor servicer in terminating the servicer’s rights and responsibilities under the servicing agreement, including the transfer to the successor servicer of all cash amounts then held by the servicer for remittance or subsequently acquired. The servicing agreement will provide that the servicer will be liable for the reasonable costs and expenses incurred in transferring the transition property records to the successor servicer and amending the servicing agreement to reflect such succession if such transfer is the result of a servicer default.
Amendment
The servicing agreement may be amended in writing by the servicer and us, if a copy of the amendment is provided by us to each rating agency and if the rating agency condition has been satisfied, with the prior written consent of the trustee (subject to the delivery of the opinion of counsel set forth below) and, with respect to amendments that would increase ongoing qualified costs as defined in the financing order, the consent or deemed consent of the Texas commission. If any such amendment would adversely affect the interest of any bondholder in any material respect, the consent of the holders of a majority of the outstanding principal amount of the System Restoration Bonds is also required.
In addition, the servicing agreement may be amended in writing by the servicer and us with ten business days’ prior written notice given to the rating agencies and the prior written consent of the trustee (which consent shall be given in reliance on an opinion of counsel and an officer’s certificate stating that such amendment is permitted or authorized under and adopted in accordance with the provisions of the servicing agreement and that all conditions precedent have been satisfied, upon which the trustee may conclusively rely) and, if the contemplated amendment may in the judgment of the Texas commission increase ongoing qualified costs, the consent of the Texas commission, but without the consent of any of the bondholders, (i) to cure any ambiguity, to correct or supplement any provisions in the servicing agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in the servicing 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 us and the trustee, adversely affect in any material respect the interests of any bondholder or (ii) to conform the provisions of the servicing agreement to the description of
    - 143 -


Page
the servicing agreement in this prospectus. Promptly after the execution of any such amendment or consent, we will furnish copies of such amendment or consent to each of the rating agencies.
In executing any amendment, the trustee shall be entitled to rely on an opinion of counsel and an officer’s certificate stating that such amendment is permitted or authorized under and adopted in accordance with the provisions of the servicing agreement and that all conditions precedent have been satisfied.
If the Texas commission adopts rules or regulations the effect of which is to modify or supplement any provision of the servicing agreement related to the credit and deposit requirements for retail electric providers and which the rating agencies have confirmed will not result in a suspension, withdrawal or downgrade of the then-current ratings on the System Restoration Bonds, and if the servicer has notified us and the trustee in writing of such modification or supplement and delivered an opinion of counsel stating that such modification or supplement is authorized and permitted by the servicing agreement, the servicing agreement will be so modified or supplemented on the effective date of such rule or regulation without the necessity of any further action by any party to the servicing agreement.
HOW A BANKRUPTCY MAY AFFECT YOUR INVESTMENT
Challenge to True Sale Treatment
Entergy Texas will represent and warrant that the transfer of the transition property in accordance with the sale agreement constitutes a true and valid sale and assignment of that transition property by Entergy Texas to us. It will be a condition of closing for the sale of the transition property pursuant to the sale agreement that Entergy Texas will take the appropriate actions under the Financing Act, including filing a notice of transfer of an interest in the transition property, to perfect this sale. The Financing Act provides that a transfer of transition property by an electric utility to an assignee which the parties have in the governing documentation expressly stated to be a sale or other absolute transfer, in a transaction approved in a financing order, shall be treated as an absolute transfer of all the transferor’s right, title and interest, as in a “true sale” under applicable creditors’ rights principles, and not as a pledge or other financing, of the relevant transition property. We and Entergy Texas will treat such a transaction as a sale under applicable law. However, we expect that System Restoration Bonds will be reflected as debt on Entergy Texas’ consolidated financial statements. In addition, we anticipate that the System Restoration Bonds will be treated as debt of Entergy Texas for federal income tax purposes. Please read “Material U.S. Federal Income Tax Consequences” in this prospectus. In the event of a bankruptcy of a party to a sale agreement, if a party in interest in the bankruptcy were to take the position that the transfer of the transition property to us pursuant to that sale agreement was a financing transaction and not a true sale under applicable creditors’ rights principles, there can be no assurance that a court would not adopt this position. Even if a court did not ultimately recharacterize the transaction as a financing transaction, the mere commencement of a bankruptcy of Entergy Texas and the attendant possible uncertainty surrounding the treatment of the transaction could result in delays in payments on the System Restoration Bonds.
In that regard, we note that the bankruptcy court in In re: LTV Steel Company, Inc., et al., 274 B.R. 278 (Bankr. N. D. Oh. 2001) issued an interim order that observed that a debtor, LTV Steel Company, which had previously entered into securitization arrangements with respect both to its inventory and its accounts receivable may have “at least some equitable interest in the inventory and receivables, and that this interest is property of the Debtor’s estate sufficient to support the entry of” an interim order permitting the debtor to use proceeds of the property sold in the securitization 274 B.R. at 285. The court based its decision in large part on its view of the equities of the case.
    - 144 -


Page
LTV and the securitization investors subsequently settled their dispute over the terms of the interim order and the bankruptcy court entered a final order in which the parties admitted and the court found that the pre-petition transactions constituted “true sales.” The court did not otherwise overrule its earlier ruling. The LTV memorandum opinion serves as an example of the pervasive equity powers of bankruptcy courts and the importance that such courts may ascribe to the goal of reorganization, particularly where the assets sold are integral to the ongoing operation of the debtor’s business.
Even if creditors did not challenge the sale of transition property as a true sale, a bankruptcy filing by Entergy Texas could trigger a bankruptcy filing by us with similar negative consequences for bondholders. In In re General Growth Properties, Inc., 409 B.R. 43 (Bankr. S.D.N.Y 2009, General Growth Properties, Inc. filed for bankruptcy together with many of its direct and indirect subsidiaries, including many subsidiaries that were organized as special purpose vehicles. The bankruptcy court upheld the validity of the filings of these special purpose subsidiaries and allowed the subsidiaries, over the objections of their creditors, to use the lenders’ cash collateral to make loans to the parent for general corporate purposes. The creditors received adequate protection in the form of current interest payments and replacement liens to mitigate any diminution in value resulting from the use of the cash collateral, but the opinion serves as a reminder that bankruptcy courts may subordinate legal rights of creditors to the interests of helping debtors reorganize.
We and Entergy Texas have attempted to mitigate the impact of a possible recharacterization of a sale of transition property as a financing transaction under applicable creditors’ rights principles. The sale agreement will provide that if the transfer of the applicable transition property is thereafter recharacterized by a court as a financing transaction and not a true sale, the transfer by Entergy Texas will be deemed to have granted to us on behalf of ourselves and the trustee a first priority security interest in all Entergy Texas’ right, title and interest in and to the transition property and all proceeds thereof. In addition, the sale agreement will require the filing of a notice of security interest in the transition property and the proceeds thereof in accordance with the Financing Act. As a result of this filing, we would be a secured creditor of Entergy Texas and entitled to recover against the collateral or its value. This does not, however, eliminate the risk of payment delays or reductions and other adverse effects caused by an Entergy Texas bankruptcy. Further, if, for any reason, a transition property notice is not filed under the Financing Act or we fail to otherwise perfect our interest in the transition property, and the transfer is thereafter deemed not to constitute a true sale, we would be an unsecured creditor of Entergy Texas.
The Financing Act provides that the creation, granting, perfection and enforcement of liens and security interests in transition property are governed by Public Utility Regulatory Act and not by the Texas Business & Commerce Code. Under the Financing Act, a valid and enforceable lien and security interest in transition property may be created only by a financing order issued under the Public Utility Regulatory Act and the execution and delivery of a security agreement with a holder of System Restoration Bonds or a trustee or agent for the holder. The lien and security interest attaches automatically from the time value is received for the System Restoration Bonds. Upon perfection through the filing of notice with the Secretary of State of Texas pursuant to rules established by the Secretary of State of Texas, the security interest shall be a continuously perfected lien and security interest in the transition property, with priority in the order of filing and take precedence over any subsequent judicial or other lien creditor. If this notice is filed within ten days after value is received for the System Restoration Bonds, the security interest will be perfected retroactive to the date value was received, otherwise, the security interest will be perfected as of the date of filing. None of this, however, mitigates the risk of payment delays and other adverse effects caused by an Entergy Texas bankruptcy. Further, if, for any reason, a transition property notice is not filed under the Public Utility Regulatory Act or we fail to otherwise perfect our interest in the transition property sold pursuant
    - 145 -


Page
to the sale agreement, and the transfer is thereafter deemed not to constitute a true sale, we would be an unsecured creditor of Entergy Texas.
Consolidation of the Issuing Entity and Entergy Texas
If Entergy Texas were to become a debtor in a bankruptcy case, a party in interest might attempt to substantively consolidate the assets and liabilities of Entergy Texas and us. We and Entergy Texas have taken steps to attempt to minimize this risk. Please read “Entergy Texas Restoration Funding II, LLC, The Issuing Entity” in this prospectus. However, no assurance can be given that if Entergy Texas were to become a debtor in a bankruptcy case, a court would not order that our assets and liabilities be substantively consolidated with those of Entergy Texas. Substantive consolidation would result in payment of the claims of the beneficial owners of the System Restoration Bonds to be subject to substantial delay and to adjustment in timing and amount under a plan of reorganization in the bankruptcy case.
Status of Transition Property as Current Property
Entergy Texas will represent in the sale agreement, and the Financing Act provides, that the transition property sold pursuant to such sale agreement constitutes a current property right on the date that it is first transferred or pledged in connection with the issuance of System Restoration Bonds. Nevertheless, no assurance can be given that, in the event of a bankruptcy of Entergy Texas, a court would not rule that the applicable transition property comes into existence only as retail electric customers use electricity.
If a court were to accept the argument that the applicable transition property comes into existence only as retail electric customers use electricity, no assurance can be given that a security interest in favor of the system restoration bondholders would attach to the system restoration charges in respect of electricity consumed after the commencement of the bankruptcy case or that the transition property has been sold to us. If it were determined that the transition property had not been sold to us, and the security interest in favor of the system restoration bondholders did not attach to the applicable system restoration charges in respect of electricity consumed after the commencement of the bankruptcy case, then we would have an unsecured claim against Entergy Texas. If so, there would be delays and/or reductions in payments on the System Restoration Bonds. Whether or not a court determined that transition property had been sold to us pursuant to a sale agreement, no assurances can be given that a court would not rule that any system restoration charges relating to electricity consumed after the commencement of the bankruptcy could not be transferred to us or the trustee.
In addition, in the event of a bankruptcy of Entergy Texas, a party in interest in the bankruptcy could assert that we should pay, or that we should be charged for, a portion of Entergy Texas’ costs associated with the transmission or distribution of the electricity, consumption of which gave rise to the system restoration charge receipts used to make payments on the System Restoration Bonds.
Regardless of whether Entergy Texas is the debtor in a bankruptcy case, if a court were to accept the argument that transition property sold pursuant to the sale agreement comes into existence only as customers use electricity, a tax or government lien or other nonconsensual lien on property of Entergy Texas arising before that transition property came into existence could have priority over our interest in that transition property. Adjustments to the system restoration charges may be available to mitigate this exposure, although there may be delays in implementing these adjustments.
    - 146 -


Page
Estimation of Claims; Challenges to Indemnity Claims
If Entergy Texas were to become a debtor in a bankruptcy case, to the extent we do not have secured claims as discussed above, claims, including indemnity claims, by us or the trustee against Entergy Texas as seller under the sale agreement and the other documents executed in connection therewith would be unsecured claims and would be subject to being discharged in the bankruptcy case. In addition, a party in interest in the bankruptcy may request that the bankruptcy court estimate any contingent claims that we or the trustee have against Entergy Texas. That party may then take the position that these claims should be estimated at zero or at a low amount because the contingency giving rise to these claims is unlikely to occur. If a court were to hold that the indemnity provisions were unenforceable, we would be left with a claim for actual damages against Entergy Texas based on breach of contract principles. The actual amount of these damages would be subject to estimation and/or calculation by the court.
No assurances can be given as to the result of any of the above-described actions or claims. Furthermore, no assurance can be given as to what percentage of their claims, if any, unsecured creditors would receive in any bankruptcy proceeding involving Entergy Texas.
Enforcement of Rights by the Trustee
Upon an event of default under the indenture, the Public Utility Regulatory Act permits the trustee to enforce the security interest in the transition property sold pursuant to the sale agreement in accordance with the terms of the indenture. In this capacity, the trustee is permitted to request the Texas commission or a Travis County, Texas district court to order the sequestration and payment to holders of System Restoration Bonds of all revenues arising from the applicable system restoration charges. There can be no assurance, however, that the Texas commission or a district court judge would issue this order after a seller bankruptcy in light of the automatic stay provisions of Section 362 of the United States Bankruptcy Code. In that event, the trustee may under the indenture seek an order from the bankruptcy court lifting the automatic stay with respect to this action by the Texas commission or a district court judge and an order requiring an accounting and segregation of the revenues arising from the transition property sold pursuant to the sale agreement. There can be no assurance that a court would grant either order.
Bankruptcy of the Servicer
The servicer is entitled to commingle the system restoration charges that it receives with its own funds until each date on which the servicer is required to remit funds to the trustee as specified in the servicing agreement. The Public Utility Regulatory Act provides that the relative priority of a lien created under the Public Utility Regulatory Act is not defeated or adversely affected by the commingling of system restoration charges arising with respect to the transition property with funds of the electric utility. In the event of a bankruptcy of the servicer, a party in interest in the bankruptcy might assert, and a court might rule, that the system restoration charges commingled by the servicer with its own funds and held by the servicer, prior to and as of the date of bankruptcy were property of the servicer as of that date, and are therefore property of the servicer’s bankruptcy estate, rather than our property. If the court so rules, then the court would likely rule that the trustee has only a general unsecured claim against the servicer for the amount of commingled system restoration charges held as of that date and could not recover the commingled system restoration charges held as of the date of the bankruptcy.
However, if the court were to rule on the ownership of the commingled system restoration charges, the automatic stay arising upon the bankruptcy of the servicer could delay the trustee from receiving the commingled system restoration charges held by the servicer as of the date of the bankruptcy until the court grants relief from the stay. A court ruling on any
    - 147 -


Page
request for relief from the stay could be delayed pending the court’s resolution of whether the commingled system restoration charges are our property or are property of the servicer, including resolution of any tracing of proceeds issues.
The servicing agreement will provide that the trustee, as our assignee, together with the other persons specified therein, may vote to appoint a successor servicer that satisfies the rating agency condition. The servicing agreement will also provide that the trustee, together with the other persons specified therein, may petition the Texas commission or a court of competent jurisdiction to appoint a successor servicer that meets this criterion. However, the automatic stay in effect during a servicer bankruptcy might delay or prevent a successor servicer’s replacement of the servicer. Even if a successor servicer may be appointed and may replace the servicer, a successor may be difficult to obtain and may not be capable of performing all of the duties that Entergy Texas as servicer was capable of performing. Furthermore, should the servicer enter into bankruptcy, it may be permitted to stop acting as servicer.
Bankruptcy of a Retail Electric Provider
A retail electric provider is not required to segregate the system restoration charges it collects from its general funds. The Public Utility Regulatory Act provides that our rights to transition property are not affected by the commingling of these funds with other funds. In a bankruptcy of a retail electric provider, however, a bankruptcy court might rule that federal bankruptcy law takes precedence over the Public Utility Regulatory Act and does not recognize our right to receive the collected system restoration charges that are commingled with other funds of a retail electric provider prior to or as of the date of bankruptcy, including system restoration charges or system restoration charges associated with other issuances of transition bonds or system restoration bonds, as applicable, such as the 2009 Transition Bonds. If so, the collected system restoration charges or system restoration charges held by a retail electric provider as of the date of bankruptcy would not be available to us to pay amounts owing on the System Restoration Bonds. In this case, we would have only a general unsecured claim against that retail electric provider for those amounts.
In addition, the bankruptcy of a retail electric provider may cause a delay in or prohibition of enforcement of various rights against the retail electric provider, including rights to require payments by the retail electric provider, rights to enforce against the REP deposit account or any other security deposits of the retail electric provider held by the trustee, rights to retain preferential payments made by the retail electric provider prior to bankruptcy, rights to require the retail electric provider to comply with financial provisions of the Public Utility Regulatory Act or other state laws, rights to terminate contracts with the retail electric provider and rights that are conditioned on the bankruptcy, insolvency or financial condition of the retail electric provider. Such a bankruptcy could also cause a possible disgorgement of any security deposits of the REP held by the trustee.
Affiliated Retail Electric Providers
Retail electric providers will be required to remit to the servicer a fixed portion of billed system restoration charges except for a reasonable allowance for expected losses. As incentive collection agent compensation, a retail electric provider may retain collections from end-use customers in excess of the specified percentage remitted but is not reimbursed for collections below the specified percentage. The specified percentage will be adjusted on an annual basis to take into account the collection experience of the previous year, as demonstrated by audited reports from all retail electric providers.
In the event of a bankruptcy of Entergy Texas, a party in interest in bankruptcy could attempt to take the position that an affiliated retail electric provider had taken all or some of the
    - 148 -


Page
risk of system restoration charge collections. If a court were to adopt this position, there would be an increased possibility that the court would recharacterize the transaction as a financing transaction and not a “true sale” or substantively consolidate the assets and liabilities of Entergy Texas and us.
Other risks relating to bankruptcy may be found in “Risk Factors—Risks Associated with Potential Bankruptcy Proceedings of Future Retail Electric Providers If Retail Competition is Introduced” in this prospectus.
USE OF PROCEEDS
We will use the proceeds of the issuance of the System Restoration Bonds to pay the expenses of the issuance and sale of the System Restoration Bonds and to purchase transition property from Entergy Texas. In accordance with the financing order, Entergy Texas will use the proceeds it receives from the sale of the transition property to reduce recoverable system restoration costs, and thereafter to refinance or retire debt or equity, or to fund capital expenditures to support utility operations and services.
PLAN OF DISTRIBUTION
Subject to the terms and conditions in the underwriting agreement among us, Entergy Texas and the underwriters, for whom                           are acting as representatives, we have agreed to sell to the underwriters, and the underwriters have severally agreed to purchase, the principal amount of the bonds listed opposite each underwriter’s name below:
Underwriter

Under the underwriting agreement, the underwriters will take and pay for all of the bonds we offer, if any is taken. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.
The Underwriters’ Sales Price for the System Restoration Bonds
The System Restoration Bonds sold by the underwriters to the public will be initially offered at the prices to the public set forth on the cover of this prospectus. The underwriters propose initially to offer the bonds to dealers at such prices, less a selling concession not to exceed the percentage listed below for each tranche. The underwriters may allow, and dealers may reallow, a discount not to exceed the percentage listed below for each tranche.
Selling Concession Reallowance Discount
% %
% %

After the initial public offering, the public offering prices, selling concessions and reallowance discounts may change.
    - 149 -


Page
No Assurance as to Resale Price or Resale Liquidity for the System Restoration Bonds
The System Restoration bonds are a new issue of securities with no established trading market. They will not be listed on any securities exchange. The underwriters have advised us that they intend to make a market in the bonds, but they are not obligated to do so and may discontinue market making at any time without notice. We cannot assure you that a liquid trading market will develop for the bonds.
Various Types of Underwriter Transactions That May Affect the Price of the System Restoration Bonds
The underwriters may engage in overallotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the System Restoration Bonds in accordance with Regulation M under the Exchange Act. Overallotment transactions involve syndicate sales in excess of the offering size, which create a syndicate short position. Stabilizing transactions are bids to purchase the System Restoration Bonds, which are permitted, so long as the stabilizing bids do not exceed a specific maximum price. Syndicate covering transactions involve purchases of the bonds in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the bonds originally sold by the syndicate member are purchased in a syndicate covering transaction. These overallotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the System Restoration Bonds to be higher than they would otherwise be. Neither we, Entergy Texas, the trustee, our managers nor any of the underwriters represent that the underwriters will engage in any of these transactions or that these transactions, if commenced, will not be discontinued without notice at any time.
Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide, investment banking and general financing and banking services to Entergy Texas and its affiliates for which they have in the past received, and in the future may receive, customary fees. In addition, each underwriter may from time to time take positions in the System Restoration Bonds.
We estimate that our share of the total expenses of the offering will be $            .
We and Entergy Texas have agreed to indemnify the underwriters against some liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make in respect of those liabilities.
The underwriters are offering the System Restoration Bonds, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters, including the validity of the System Restoration Bonds and other conditions contained in the underwriting agreement, such as receipt of ratings confirmations, officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject offers in whole or in part.
The issuing entity expects to deliver the System Restoration Bonds against payment for the System Restoration Bonds on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the           business day following the date of pricing of the System Restoration Bonds. Since trades in the secondary market generally settle in two business days, purchasers who wish to trade System Restoration Bonds on the date of pricing or the succeeding           business days will be required, by virtue of the fact that the System Restoration Bonds initially will settle in T +           , to specify alternative settlement arrangements to prevent a failed settlement.
    - 150 -


Page
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The issuing entity is a wholly-owned subsidiary of Entergy Texas. Entergy Texas is a wholly-owned operating subsidiary of Entergy Corporation. Each of the sponsor, the initial servicer and the depositor may maintain other banking relationships in the ordinary course with The Bank of New York Mellon. The Bank of New York Mellon serves as trustee for the System Restoration Bonds. The Bank of New York Mellon also serves as trustee for the 2009 Transition Bonds.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
General
The following is a general discussion of the material federal income tax consequences of the purchase, ownership and disposition of the System Restoration Bonds. Except as specifically provided below with respect to Non-U.S. Holders (as defined below), this discussion does not address the tax consequences to persons other than initial purchasers who are U.S. Holders (as defined below) that hold their System Restoration Bonds as capital assets within the meaning of Section 1221 of the Internal Revenue Code, and it does not address all of the tax consequences relevant to investors that are subject to special treatment under the U.S. federal income tax laws (such as financial institutions, life insurance companies, retirement plans, regulated investment companies, persons who hold System Restoration Bonds as part of a “straddle,” a “hedge” or a “conversion transaction,” U.S. persons that have a “functional currency” other than the U.S. dollar, investors in pass-through entities and tax-exempt organizations). This summary also does not address the consequences to holders of the System Restoration Bonds under state, local or foreign tax laws. However, by acquiring a System Restoration Bond, a bondholder agrees to treat the System Restoration Bond as a debt of Entergy Texas to the extent consistent with applicable state, local and other tax law unless otherwise required by appropriate taxing authorities.
This summary is based on current provisions of the Internal Revenue Code, the Treasury Regulations promulgated and proposed thereunder, judicial decisions and published administrative rulings and pronouncements of the IRS and interpretations thereof. All of these authorities and interpretations are subject to change, and any change may apply retroactively and affect the accuracy of the opinions, statements and conclusions set forth in this discussion.
U.S. Holder and Non-U.S. Holder Defined
A “U.S. Holder” means a beneficial owner of a System Restoration Bond that, for U.S. federal income tax purposes, is (i) a citizen or individual resident of the United States, (ii) a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust if (A) a court in the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has a valid election in place to be treated as a U.S. person. A “Non-U.S. Holder” means a beneficial owner of a System Restoration Bond that is not a U.S. Holder but does not include (i) an entity or arrangement treated as a partnership for U.S. federal income tax purposes, (ii) a former citizen of the United States or (iii) a former resident of the United States.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes is a holder of a System Restoration Bond, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships
    - 151 -


Page
that hold System Restoration Bonds, and partners in such partnerships, are encouraged to consult their tax advisors about the particular U.S. federal income tax consequences applicable to them. Similarly, former citizens and former residents of the United States are encouraged to consult their tax advisors about the particular U.S. federal income tax consequences that may be applicable to them.
ALL PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS REGARDING THE FEDERAL INCOME TAX CONSEQUENCES OF PURCHASE, OWNERSHIP AND DISPOSITION OF SYSTEM RESTORATION BONDS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY FOREIGN, STATE, LOCAL OR OTHER LAWS.
Taxation of the Issuing Entity and Characterization of the System Restoration Bonds
Based on Revenue Procedure 2005-62, 2005-2 CB 507, it is the opinion of Norton Rose Fulbright US LLP, as tax counsel, that for U.S. federal income tax purposes, (1) we will not be treated as a taxable entity separate and apart from Entergy Texas and (2) the System Restoration Bonds will be treated as debt of Entergy Texas. By acquiring a System Restoration Bond, a beneficial owner agrees to treat the System Restoration Bond as debt of Entergy Texas for U.S. federal income tax purposes. This opinion is based on certain representations made by us and Entergy Texas, on the application of current law to the facts as established by the indenture and other relevant documents and assumes compliance with the indenture and such other documents as in effect on the date of issuance of the System Restoration Bonds.
Tax Consequences to U.S. Holders
Interest
Interest income on the System Restoration Bonds, payable at a fixed rate, will be includible in income by a U.S. Holder when it is received, in the case of a U.S. Holder using the cash receipts and disbursements method of tax accounting, or as it accrues, in the case of a U.S. Holder using the accrual method of tax accounting.
Original Issue Discount
One or more classes of System Restoration Bonds may be issued with original issue discount (“OID”). Notwithstanding a U.S. Holder’s usual method of tax accounting, any OID on a class of System Restoration Bond will be includible in the U.S. Holder’s income when it accrues in accordance with the constant yield method, which takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. In general, a class of System Restoration Bond will be treated as issued with OID if the “stated redemption price at maturity” of that class of System Restoration Bond (ordinarily, the initial principal amount of that class of System Restoration Bonds) exceeds the “issue price” of that class of System Restoration Bond (ordinarily, the price at which a substantial amount of that class of System Restoration Bond is sold to the public) by more than a statutorily defined “de minimis” amount.
Sale or Retirement of System Restoration Bonds
On a sale, exchange or retirement of a System Restoration Bond, a U.S. Holder will have taxable gain or loss equal to the difference between the amount received by the U.S. Holder and the U.S. Holder’s tax basis in the System Restoration Bond. A U.S. Holder’s tax basis in a System Restoration Bond is the U.S. Holder’s cost, subject to adjustments such as increases in basis for any OID previously included in income and reductions in basis for principal payments received previously. Gain or loss will generally be capital gain or loss, and will be long-term
    - 152 -


Page
capital gain or loss if the System Restoration Bond was held for more than one year at the time of disposition. If a U.S. Holder sells the System Restoration Bond between interest payment dates, a portion of the amount received will reflect interest that has accrued on the System Restoration Bond but that has not yet been paid by the sale date. To the extent that amount has not already been included in the U.S. Holder’s income, it will be treated as ordinary interest income and not as capital gain.
3.8% Tax on “Net Investment Income”
Certain non-corporate U.S. Holders will be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include the interest payments and any gain realized with respect to the System Restoration Bonds, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. The 3.8% tax is determined in a manner different from the regular income tax.
Potential Acceleration of Items of Income
A U.S. Holder that uses an accrual method of accounting for U.S. federal income tax purposes generally is required to include certain amounts in income no later than the time such amounts are reflected on certain financial statements. The application of this rule thus may require the accrual of income earlier than would be the case under the general rules described above. The United States Treasury released regulations that exclude from this rule any item of gross income for which a taxpayer uses a special method of accounting required by certain sections of the Code, including, income subject to the timing rules for OID, income under the contingent payment debt instrument rules, income and gain associated with an integrated transaction, de minimis OID, accrued market discount, and de minimis market discount. Prospective investors in the System Restoration Bonds that use an accrual method of accounting for U.S. federal income tax purposes are urged to consult with their tax advisors regarding the potential applicability of this provision to their particular situation.
Tax Consequences to Non-U.S. Holders
Interest
Subject to the discussion of FATCA and backup withholding below, payments of interest income (including OID) on the System Restoration Bonds received by a Non-U.S. Holder that does not hold its System Restoration Bonds in connection with the conduct of a trade or business in the United States will generally not be subject to U.S. federal withholding tax, provided that the interest income is not effectively connected with the conduct of a trade or business within the United States and the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Entergy entitled to vote, is not a controlled foreign corporation that is related to Entergy through stock ownership, is not a bank that acquires the System Restoration Bonds as part of its business of making loans and is not an individual who ceased being a U.S. citizen or long-term resident for tax avoidance purposes, and the withholding agent receives:
from a Non-U.S. Holder appropriate documentation to treat the payment as made to a foreign beneficial owner under Treasury Regulations issued under Section 1441 of the Internal Revenue Code;
a withholding certificate from a person claiming to be a foreign partnership and the foreign partnership has received appropriate documentation to treat the
    - 153 -


Page
payment as made to a foreign beneficial owner in accordance with these Treasury Regulations;
a withholding certificate from a person representing to be a “intermediary” that has assumed primary withholding responsibility under these Treasury Regulations and the intermediary has received appropriate documentation from a foreign beneficial owner in accordance with its agreement with the IRS; or
a statement, under penalties of perjury from an authorized representative of a financial institution, stating that the financial institution has received from the beneficial owner a withholding certificate described in these Treasury Regulations or that it has received a similar statement from another financial institution acting on behalf of the foreign beneficial owner and a copy of such withholding certificate.
In general, it will not be necessary for a Non-U.S. Holder to obtain or furnish a U.S. taxpayer identification number to Entergy Texas or its paying agent in order to claim the foregoing exemption from U.S. withholding tax on payments of interest. Interest paid to a Non-U.S. Holder will be subject to a U.S. withholding tax of 30% upon the actual payment of interest income, except as described above and except where an applicable income tax treaty provides for the reduction or elimination of the withholding tax and the Non-U.S. Holder provides a withholding certificate properly establishing such reduction or elimination. A Non-U.S. Holder generally will be taxable on a net income basis at the same regular tax rates as a United States corporation or resident with respect to interest income if the income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States). Effectively connected income received by a Non-U.S. Holder that is a corporation may in some circumstances be subject to an additional “branch profits tax” at a 30% rate, or if applicable, a lower rate provided by an income tax treaty. To avoid having the 30% withholding tax imposed on effectively connected interest income, the Non-U.S. Holder must provide a withholding certificate on which the Non-U.S. Holder certifies, among other facts, that payments on the System Restoration Bonds are effectively connected with the conduct of a trade or business in the United States.
Capital Gains Tax Issues
A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on gain realized on the sale or exchange of System Restoration Bonds unless:
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year and this gain is from United States sources; or
the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States).
FATCA
Under the “Foreign Account Tax Compliance Act” (FATCA), a 30% withholding tax is generally imposed on certain payments, including payments of U.S.-source interest made to “foreign financial institutions” and certain other foreign financial entities if those foreign entities fail to comply with the requirements of FATCA. The withholding agent will be required to
    - 154 -


Page
withhold amounts under FATCA on payments made to Non-U.S. Holders that are subject to the FATCA requirements but fail to provide the withholding agent with proof that they have complied with such requirements.
Information Reporting and Backup Withholding
Backup withholding of United States federal income tax may apply to payments made in respect of the System Restoration Bonds to registered owners who are not “exempt recipients” and who fail to provide certain identifying information (such as the registered owner’s taxpayer identification number) in the required manner. Generally, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients. Payments made in respect of the System Restoration Bonds to a U.S. Holder must be reported to the IRS unless the U.S. Holder is an exempt recipient or establishes an exemption. A U.S. Holder can obtain a complete exemption from the backup withholding tax by providing a properly completed Form W-9 (Request for Taxpayer Identification Number and Certification).
Generally, if you are a Non-U.S. Holder, we or our agent must report annually to you and to the IRS the amount of any payments of interest to you, your name and address, and the amount of tax withheld, if any. Copies of the information returns reporting those interest payments and amounts withheld may be available to the tax authorities in the country in which you reside under the provisions of any applicable income tax treaty or exchange of information agreement. Compliance with the identification procedures described above under “—Tax Consequences to Non-U.S. Holders—Withholding Taxation on Interest” would establish an exemption from backup withholding for those Non-U.S. Holders who are not exempt recipients.
In addition, backup withholding of U.S. federal income tax may apply upon the sale of a System Restoration Bond to (or through) a broker unless either (1) the broker determines that the seller is an exempt recipient or (2) the seller provides, in the required manner, certain identifying information and, in the case of a Non-U.S. Holder, certifies that the seller is a Non-U.S. Holder (and certain other conditions are met). The sale may also be reported by the broker to the IRS, unless either (a) the broker determines that the seller is an exempt recipient or (b) the seller certifies its non-U.S. status (and certain other conditions are met). Certification of the seller’s non-U.S. status would be made normally on an IRS Form W-8BEN or IRS Form W-8BEN-E signed under penalty of perjury, although in certain cases it may be possible to submit other documentary evidence. A sale of a System Restoration Bond to (or through) a non-U.S. office of a broker generally will not be subject to information reporting or backup withholding unless the broker is a U.S. person or has certain connections to the United States.
Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against such beneficial owner’s U.S. federal income tax provided the required information is timely furnished to the IRS.
STATE AND OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described in “Material U.S. Federal Income Tax Consequences” in this prospectus, potential investors should consider the state and local tax consequences of the acquisition, ownership, and disposition of the System Restoration Bonds offered by this prospectus, including the Texas franchise tax consequences of a disposition of the System Restoration Bonds to a Texas payor. State tax law may differ substantially from the corresponding federal tax law, and the discussion above does not purport to describe any aspect of the tax laws of any state or other jurisdiction. Therefore, prospective investors should consult their tax advisors about the various tax consequences of investments in the System Restoration Bonds offered by this prospectus.
    - 155 -


Page
ERISA CONSIDERATIONS
General
The Employee Retirement Income Security Act of 1974, known as ERISA, and Section 4975 of the Internal Revenue Code impose certain requirements on plans subject to ERISA or Section 4975 of the Internal Revenue Code. ERISA and the Internal Revenue Code also impose certain requirements on fiduciaries of a plan in connection with the investment of the assets of the plan. For purposes of this discussion, “plans” include employee benefit plans and other plans and arrangements that provide retirement income, including individual retirement accounts and annuities and Keogh plans, as well as some collective investment funds and insurance company general or separate accounts in which the assets of those plans, accounts or arrangements are invested. A fiduciary of an investing plan is any person who in connection with the assets of the plan:
has discretionary authority or control over the management or disposition of assets, or
provides investment advice for a fee.
Some plans, such as governmental plans, and certain church plans, and the fiduciaries of those plans, are not subject to ERISA requirements. Accordingly, assets of these plans may be invested in the System Restoration Bonds without regard to the ERISA considerations described below, subject to the provisions of other applicable federal and state law (applicable similar law). Certain of such plans may be subject to the prohibited transaction rules in Section 503 of the Internal Revenue Code.
ERISA imposes certain general fiduciary requirements on fiduciaries, including:
investment prudence and diversification, and
the investment of the assets of the plan in accordance with the documents governing the plan.
Section 406 of ERISA and Section 4975 of the Internal Revenue Code also prohibit a broad range of transactions involving the assets of a plan and persons who have certain specified relationships to the plan, referred to as “parties in interest,” as defined under ERISA or “disinterested persons” as defined under Section 4975 of the Internal Revenue Code unless a statutory or administrative exemption is available. The types of transactions that are prohibited include, but are not limited to:
sales, exchanges or leases of property;
loans or other extensions of credit; and
the furnishing of goods or services.
Certain persons that participate in a prohibited transaction may be subject to an excise tax under Section 4975 of the Internal Revenue Code or a penalty imposed under Section 501(i) of ERISA, unless a statutory or administrative exemption is available. In addition, the persons involved in the prohibited transaction may have to cancel the transaction and pay an amount to the plan for any losses realized by the plan or profits realized by these persons. In addition, individual retirement accounts involved in the prohibited transaction may be impacted which would result in adverse tax consequences to the owner of the account.
    - 156 -


Page
Regulation of Assets Included in a Plan
A fiduciary’s investment of the assets of a plan in the System Restoration Bonds may cause our assets to be deemed assets of the plan. United States Department of Labor regulations at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA (collectively, the “plan asset regulations”), provides that the assets of an entity will be deemed to be assets of a plan that purchases an interest in the entity if the interest that is purchased by the plan is an equity interest, equity participation by benefit plan investors is “significant” within the meaning of the plan asset regulations and none of the other exceptions contained in the plan asset regulations applies. An equity interest is defined in the plan asset regulations as an interest in an entity other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is no authority directly on point, it is anticipated that the System Restoration Bonds will be treated as indebtedness under local law without any substantial equity features.
If the System Restoration Bonds were deemed to be equity interests in us and none of the exceptions contained in the plan asset regulations were applicable, then our assets would be considered to be assets of any plans that purchase the System Restoration Bonds. The extent to which the System Restoration Bonds are owned by benefit plan investors will not be monitored. If our assets were deemed to constitute “plan assets” pursuant to the plan asset regulations, transactions we might enter into, or may have entered into in the ordinary course of business, might constitute non-exempt prohibited transactions under ERISA and or Section 4975 of the Internal Revenue Code.
In addition, the acquisition or holding of the System Restoration Bonds by or on behalf of a plan could give rise to a prohibited transaction if we or the trustee, Entergy Texas, any other servicer, Entergy, any underwriter or certain of their affiliates has, or acquires, a relationship to an investing plan. Each purchaser of the System Restoration Bonds will be deemed to have represented and warranted that its purchase and holding of the System Restoration Bonds will not result in a non-exempt prohibited transaction under ERISA or the Internal Revenue Code or applicable similar law.
Before purchasing any System Restoration Bonds by or on behalf of a plan, you should consider whether the purchase and holding of System Restoration Bonds might result in a prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code or applicable similar law and, if so, whether any prohibited transaction exemption might apply to the purchase and holding of the System Restoration Bonds.
Prohibited Transaction Exemptions
If you are a fiduciary of a plan, before purchasing any System Restoration Bonds, you should consider the availability of one of the Department of Labor’s prohibited transaction class exemptions, referred to as PTCEs, or one of the statutory exemptions provided by ERISA or Section 4975 of the Internal Revenue Code, which include:
PTCE 75-1, which exempts certain transactions between a plan and certain broker-dealers, reporting dealers and banks;
PTCE 84-14, which exempts certain transactions effected on behalf of a plan by a “qualified professional asset manager;”
PTCE 90-1, which exempts certain transactions between insurance company separate accounts and parties in interest;
    - 157 -


Page
PTCE 91-38, which exempts certain transactions between bank collective investment funds and parties in interest;
PTCE 95-60, which exempts certain transactions between insurance company general accounts and parties in interest;
PTCE 96-23, which exempts certain transactions effected on behalf of a plan by an “in-house asset manager;” and
the statutory service provider exemption provided by Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code, which exempts certain transactions between plans and parties in interest that are not fiduciaries with respect to the transaction.
We cannot provide any assurance that any of these class exemptions or statutory exemptions will apply with respect to any particular investment in the System Restoration Bonds by, or on behalf of, a plan or, even if it were deemed to apply, that any exemption would apply to all transactions that may occur in connection with the investment. Even if one of these class exemptions or statutory exemptions were deemed to apply, System Restoration Bonds may not be purchased with assets of any plan if we or the trustee, Entergy Texas, any other servicer, Entergy, any underwriter or any of their affiliates:
has investment discretion over the assets of the plan used to purchase the System Restoration Bonds;
has authority or responsibility to give, or regularly gives, investment advice regarding the assets of the plan used to purchase the System Restoration Bonds, for a fee and under an agreement or understanding that the advice will serve as a primary basis for investment decisions for the assets of the plan, and will be based on the particular investment needs of the plan; or
unless PTCE 90-1 or 91-38 applied to the purchase and holding of the System Restoration Bonds, is an employer maintaining or contributing to the plan.
Consultation with Counsel
The sale of the System Restoration Bonds to a plan will not constitute a representation by us or the trustee, Entergy Texas, any other servicer, Entergy, any underwriter or any of their affiliates that such an investment meets all relevant legal requirements relating to investments by such plans generally or by any particular plan, or that such an investment is appropriate for such plans generally or for a particular plan.
If you are a fiduciary which proposes to purchase the System Restoration Bonds on behalf of or with assets of a plan, you should consider your general fiduciary obligations under ERISA, the Internal Revenue Code or applicable similar law and you should consult with your legal counsel as to the potential applicability of ERISA, the Internal Revenue Code or similar law to any investment and the availability of any prohibited transaction exemption in connection with any investment.
LEGAL PROCEEDINGS
There are no legal or governmental proceedings pending against us, the sponsor, seller, trustee, or servicer, or of which any property of the foregoing is subject, that is material to the holders of the System Restoration Bonds.
    - 158 -


Page
RATINGS FOR THE SYSTEM RESTORATION BONDS
We expect that the System Restoration Bonds will receive credit ratings from two NRSROs. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning NRSRO. Each rating should be evaluated independently of any other rating. No person is obligated to maintain the rating on any System Restoration Bonds and, accordingly, we can give no assurance that the ratings assigned to any tranche of the System Restoration Bonds upon initial issuance will not be lowered or withdrawn by a NRSRO at any time thereafter. If a rating of any tranche of System Restoration Bonds is lowered or withdrawn, the liquidity of this tranche of the System Restoration Bonds may be adversely affected. In general, ratings address credit risk and do not represent any assessment of any particular rate of principal payments on the System Restoration Bonds other than the payment in full of each tranche of the System Restoration Bonds by the final maturity date or tranche final maturity date, as well as the timely payment of interest.
Under Rule 17g-5 of the Exchange Act, NRSROs providing the sponsor with the requisite certification will have access to all information posted on a website by the sponsor for the purpose of determining the initial rating and monitoring the rating after the closing date in respect of the System Restoration Bonds. As a result, an NRSRO other than the NRSRO hired by the sponsor (hired NRSRO) may issue ratings on the System Restoration Bonds (Unsolicited Ratings), which may be lower, and could be significantly lower, than the ratings assigned by the hired NRSROs. The Unsolicited Ratings may be issued prior to, or after, the closing date in respect of the System Restoration Bonds. Issuance of any Unsolicited Rating will not affect the issuance of the System Restoration Bonds. Issuance of an Unsolicited Rating lower than the ratings assigned by the hired NRSRO on the System Restoration Bonds might adversely affect the value of the System Restoration Bonds and, for regulated entities, could affect the status of the System Restoration Bonds as a legal investment or the capital treatment of the System Restoration Bonds. Investors in the System Restoration Bonds should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the rating of a hired NRSRO.
A portion of the fees paid by Entergy Texas to a NRSRO which is hired to assign a rating on the System Restoration Bonds is contingent upon the issuance of the System Restoration Bonds. In addition to the fees paid by Entergy Texas to a NRSRO at closing, Entergy Texas will pay a fee to the NRSRO for ongoing surveillance for so long as the System Restoration Bonds are outstanding. However, no NRSRO is under any obligation to continue to monitor or provide a rating on the System Restoration Bonds.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement we and Entergy Texas have filed with the SEC relating to the System Restoration Bonds. This prospectus describes the material terms of some of the documents we have filed as exhibits to the registration statement. However, this prospectus does not contain all of the information contained in the registration statement and the exhibits.
Information filed with the SEC can be inspected at the SEC’s Internet site located at http://www.sec.gov or on a website associated with Entergy Texas, currently located at https://www.entergy.com. Information contained on Entergy Texas’ or Entergy Corporation’s website or that can be accessed through the website is not incorporated into and does not constitute a part of this registration statement.. You may also obtain a copy of our filings with the SEC at no cost, by writing to or telephoning us at the following address:
    - 159 -


Page
Entergy Texas Restoration Funding II, LLC
Capital Center
919 Congress Avenue, Suite 840-C
Austin, Texas 78701
Our SEC Securities Act file numbers are 333-259293 and 333-259293-01.
We or Entergy Texas as depositor will also file with the SEC all of the periodic reports we or the depositor are required to file under the Securities Exchange Act and the rules, regulations or orders of the SEC thereunder; however, neither we nor Entergy Texas as depositor intend to file any such reports relating to the System Restoration Bonds following completion of the reporting period required by Rule 15d-1 or Regulation 15D under the Exchange Act, unless required by law. Unless specifically stated in the report, the reports and any information included in the report will neither be examined nor reported on by an independent public accountant. A more detailed description of the information to be included in these periodic reports, please read “Description of the System Restoration Bonds—Website Disclosure” in this prospectus.
INCORPORATION BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus information we or the depositor file with the SEC. This means we can disclose important information to you by referring you to the documents containing the information. The information we incorporate by reference is considered to be part of this prospectus, unless we update or supersede that information with information that we or the depositor file subsequently that is incorporated by reference into this prospectus.
To the extent that we are required by law to file such reports and information with the SEC under the Exchange Act, we will file annual and current reports and other information with the SEC. We are incorporating by reference any future filings we or the sponsor, but solely in its capacity as our sponsor, make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering, excluding any information that is furnished to, and not filed with, the SEC. These reports will be filed under our own name as issuing entity. Under the Indenture, we may voluntarily suspend or terminate the filing obligations as issuing entity (under the SEC rules) with the SEC, to the extent permitted by applicable law.
We are incorporating into this prospectus any future distribution report on Form 10-D, current report on Form 8-K or any amendment to any such report which we or Entergy Texas, solely in its capacity as our depositor, make with the SEC until the offering of the System Restoration Bonds is completed. These reports will be filed under our own name as issuing entity. In addition, these reports will be posted on a website associated with Entergy Texas, currently located at https://www.entergy.com. These reports will be filed under our own name as issuing entity. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any separately filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this prospectus.
INVESTMENT COMPANY ACT OF 1940 AND VOLCKER RULE MATTERS
The issuing entity will be relying on an exclusion from the definition of “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, contained
    - 160 -


Page
in Rule 3a-7 promulgated under the 1940 Act, although there may be additional exclusions or exemptions available to the issuing entity. As a result of such exclusion, the issuing entity will not be subject to regulation as an “investment company” under the 1940 Act.
In addition, the issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule, or the Volcker Rule, under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act. As part of the Dodd-Frank Act, federal law prohibits a “banking entity”—which is broadly defined to include banks, bank holding companies and affiliates thereof—from engaging in proprietary trading or holding ownership interests in certain private funds. The definition of “covered fund” in the regulations adopted to implement the Volcker Rule includes (generally) any entity that would be an investment company under the 1940 Act but for the exclusion provided under Sections 3(c)(1) or 3(c)(7) thereunder. Because the issuing entity will rely on Rule 3a-7 under the 1940 Act, it will not be considered a “covered fund” within the meaning of the Volcker Rule regulations.
RISK RETENTION
This offering of System Restoration Bonds is a public utility securitization exempt from the risk retention requirements imposed by Section 15G of the Exchange Act due to the exemption provided in Rule 19(b)(8) of Regulation RR.
For information regarding the requirements of the European Union Securitization Regulation or the United Kingdom Securitzation Regulation as to risk retention and other matters, please read “Risk Factors—Other Risks Associated with an Investment in the Bonds—Regulatory provisions affecting certain investors could adversely affect the liquidity of the System Restoration Bonds” in this prospectus.
LEGAL MATTERS
Certain legal matters relating to the System Restoration Bonds, including certain federal income tax matters, will be passed on by Norton Rose Fulbright US LLP, counsel to Entergy Texas and us. Certain other legal matters relating to the System Restoration Bonds will be passed on by Richards, Layton & Finger, special Delaware counsel to us, by Duggins, Wren, Mann & Romero LLP, Austin, Texas, regulatory counsel to Entergy Texas, and by                                , counsel to the underwriters.
OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA
THE SYSTEM RESTORATION BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO, ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA (“EEA”). FOR THESE PURPOSES, THE EXPRESSION “RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING: (1) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); (2) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR (3) NOT A QUALIFIED INVESTOR (QUALIFIED INVESTOR) WITHIN THE MEANING OF REGULATION 2017/1129 (AS AMENDED, THE PROSPECTUS REGULATION). CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE PRIIPS REGULATION) FOR OFFERING OR SELLING THE SYSTEM RESTORATION
    - 161 -


Page
BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED; AND THEREFORE OFFERING OR SELLING THE SYSTEM RESTORATION BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
THIS PROSPECTUS IS NOT A PROSPECTUS FOR PURPOSES OF THE PROSPECTUS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF SYSTEM RESTORATION BONDS IN ANY MEMBER STATE OF THE EEA (EACH, A RELEVANT STATE) WILL BE MADE ONLY PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS REGULATION FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF BONDS. ACCORDINGLY ANY PERSON MAKING OR INTENDING TO MAKE AN OFFER IN THAT RELEVANT STATE OF BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS REGULATION, IN RELATION TO SUCH OFFER. NEITHER THE ISSUING ENTITY NOR ANY UNDERWRITER HAVE AUTHORISED, NOR DO THEY AUTHORISE, THE MAKING OF ANY OFFER OF BONDS IN CIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS TO PUBLISH A PROSPECTUS FOR SUCH OFFER
ANY DISTRIBUTOR SUBJECT TO MIFID II THAT IS OFFERING, SELLING OR RECOMMENDING THE SYSTEM RESTORATION BONDS IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE SYSTEM RESTORATION BONDS AND DETERMINING ITS OWN DISTRIBUTION CHANNELS FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE RULES UNDER COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 (AS AMENDED, THE “DELEGATED DIRECTIVE”). NEITHER WE NOR ANY UNDERWRITER MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR’S COMPLIANCE WITH THE DELEGATED DIRECTIVE.
EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED, SOLD OR OTHERWISE MADE AVAILABLE, AND WILL NOT OFFER, SELL OR OTHERWISE MAKE AVAILABLE, ANY SYSTEM RESTORATION BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS PROSPECTUS TO ANY RETAIL INVESTOR (AS DEFINED ABOVE) IN THE EEA. FOR THIS PURPOSE, THE EXPRESSION “OFFER” INCLUDES THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SYSTEM RESTORATION BONDS SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE FOR THE SYSTEM RESTORATION BONDS.
NOTICE TO RESIDENTS OF UNITED KINGDOM
THE SYSTEM RESTORATION BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE UNITED KINGDOM (UK). FOR THE PURPOSES OF THIS PROVISION:
(A) THE EXPRESSION “RETAIL INVESTOR” MEANS A PERSON WHO IS ONE (OR MORE) OF THE FOLLOWING:
    - 162 -


Page
(I) A RETAIL CLIENT AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA); OR
(II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE FSMA) OF THE UNITED KINGDOM AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA; OR
(III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (THE UK PROSPECTUS REGULATION); AND
(B) THE EXPRESSION “OFFER” INCLUDES THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SYSTEM RESTORATION BONDS TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE FOR THE SYSTEM RESTORATION BONDS.
CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA (AS AMENDED, THE UK PRIIPS REGULATION) FOR OFFERING OR SELLING THE SYSTEM RESTORATION BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE SYSTEM RESTORATION BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION. THIS PROSPECTUS HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF SYSTEM RESTORATION BONDS IN THE UK WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE UK PROSPECTUS REGULATION FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF SYSTEM RESTORATION BONDS. THIS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION.
THIS PROSPECTUS AND ANY OTHER MATERIAL IN RELATION TO THE SYSTEM RESTORATION BONDS IS ONLY BEING DISTRIBUTED TO, AND IS DIRECTED ONLY AT, PERSONS IN THE UK WHO ARE “QUALIFIED INVESTORS” (AS DEFINED IN THE UK PROSPECTUS REGULATION WHO ARE ALSO (I) INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE ORDER), OR (II) HIGH NET WORTH ENTITIES OR OTHER PERSONS FALLING WITHIN ARTICLES 49(2)(A) TO (D) OF THE ORDER, OR (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT, ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS. THE SYSTEM RESTORATION BONDS ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH SYSTEM RESTORATION BONDS WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. THIS PROSPECTUS AND ITS CONTENTS ARE CONFIDENTIAL AND SHOULD NOT BE DISTRIBUTED, PUBLISHED OR REPRODUCED (IN WHOLE OR IN PART) OR DISCLOSED BY ANY RECIPIENTS TO ANY OTHER PERSON IN THE UK. ANY PERSON IN THE UK THAT IS NOT A RELEVANT PERSON SHOULD NOT ACT OR
    - 163 -


Page
RELY ON THIS PROSPECTUS OR ITS CONTENTS. THE SYSTEM RESTORATION BONDS ARE NOT BEING OFFERED TO THE PUBLIC IN THE UK.
ANY DISTRIBUTOR SUBJECT TO THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (THE UK MIFIR PRODUCT GOVERNANCE RULES) IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE SYSTEM RESTORATION BONDS AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS. NEITHER THE ISSUER, THE SPONSOR NOR ANY OF THE UNDERWRITERS MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO A DISTRIBUTOR'S COMPLIANCE WITH THE UK MIFIR PRODUCT GOVERNANCE RULES.
IN ADDITION, IN THE UK, EACH UNDERWRITER HAS REPRESENTED AND AGREED IN THE UNDERWRITING AGREEMENT THAT THE SYSTEM RESTORATION BONDS MAY NOT BE OFFERED OTHER THAN BY AN UNDERWRITER THAT:
HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE SYSTEM RESTORATION BONDS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO US; AND
HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE SYSTEM RESTORATION BONDS IN, FROM OR OTHERWISE INVOLVING THE UK.
NOTICE TO RESIDENTS OF CANADA
THE BONDS MAY BE SOLD IN CANADA ONLY TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE SYSTEM RESTORATION BONDS MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.
SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS PROSPECTUS (INCLUDING ANY AMENDMENT THERETO) CONTAINS A MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY. THE PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES LEGISLATION OF THE PURCHASER’S PROVINCE OR TERRITORY FOR PARTICULARS OF THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.
    - 164 -


Page
PURSUANT TO SECTION 3A.3 OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS (NI 33-105), THE UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN CONNECTION WITH THIS OFFERING.

    - 165 -


Page
GLOSSARY OF DEFINED TERMS
Set forth below is a list of the defined terms used in this prospectus:
Bankruptcy Code means Title 11 of the United States Code, as amended.
Basic Documents means the Administration Agreement, the Sale Agreement, Servicing Agreement, Indenture and any supplements thereto or the bill of sale given by the seller and the notes evidencing the System Restoration Bonds.
Business day means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, or Dallas, Texas are, or DTC or the corporate trust office of the trustee at which the indenture will be administered is, authorized or obligated by law, regulation or executive order to remain closed.
Clearstream means Clearstream Banking, Luxembourg, S.A.
Collateral means all of our assets pledged to the trustee for the benefit of the holders of the System Restoration Bonds, which includes the transition property, all rights of the issuing entity under the sale agreement, the servicing agreement and the other documents entered into in connection with the System Restoration Bonds, all rights to the collection account and the subaccounts of the collection account, and all other property of the issuing entity relating to the System Restoration Bonds, including all proceeds.
Collection account means the segregated trust account relating to the System Restoration Bonds designated the collection account and held by the trustee under the indenture.
DTC means the Depository Trust Company, New York, New York, and its nominee holder, Cede & Co.
Eligible institution means (a) (the corporate trust department of the trustee, so long as any of the securities of the trustee have (i) either a short-term credit rating from Moody’s of at least “P-1” or a long-term unsecured debt rating from Moody’s and Fitch of at least “A2” and “A”, respectively, and (ii) have a credit rating from S&P of at least “A”; or (b) a depository institution organized under the laws of the United States of America or any state (or any domestic branch of a foreign bank), which (i) has either (A) a long-term issuer rating of “AA-” or higher by S&P and “A2” or higher by Moody’s, or (B) a short-term issuer rating of “A-1+” or higher by S&P and “P-1” or higher by Moody’s, or any other long-term, short-term or certificate of deposit rating acceptable to the rating agencies and (ii) whose deposits are insured by the FDIC.
Entergy Texas means Entergy Texas, Inc.
Entergy Texas Funding means Entergy Texas Restoration Funding II, LLC.
Entergy means Entergy Corporation.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
ERCOT means the Electric Reliability Council of Texas, Inc.
Euroclear means the Euroclear System.
    - 166 -


Page
Excess funds subaccount means that subaccount of the collection account into which funds collected by the servicer in excess of amounts necessary to make the payments specified on a given payment date.
Excess payments mean advances paid to the servicer by the retail electric provider in excess of amounts paid by retail electric customers to the retail electric provider on an annual basis.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Financing Act means Subchapter I of Chapter 36 of PURA, adopted and effective in April 2009, that allows for the securitization of system restoration costs, together with Subchapter G of Chapter 39 of PURA.
Financing order means, unless the context indicates otherwise, the financing order issued by the Texas commission to Entergy Texas on January 14, 2022 in Docket No. 52302.
Indenture means the indenture to be entered into between the issuing entity and the trustee, providing for the issuance of System Restoration Bonds, as the same may be amended and supplemented from time to time.
Internal Revenue Code means the Internal Revenue Code of 1986, as amended.
Issuing entity means Entergy Texas Restoration Funding II, LLC.
kW means kilowatt.
kWh means kilowatt-hour.
Moody’s means Moody’s Investors Service, Inc. or any successor in interest.
MWh means megawatt-hour.
Nonbypassable refers to the right of the servicer to collect the system restoration charges from all existing and future retail customers located within the Entergy Texas’ service territory, even if those customers elect to purchase electricity from another supplier or if the utility goes out of business and its service territory is acquired by another utility or is municipalized or, with certain exceptions, if the customer chooses to operate new on-site generation. Retail customers with on-site power generation facilities with rated capacities of 10 megawatts or less may avoid paying system restoration costs except to the extent Entergy Texas' distribution or transmission facilities are used to provide such energy.
Non-U.S. Holder means a holder of System Restoration Bonds that is neither a U.S. Holder nor subject to rules applicable to former citizens and residents of the United States.
NRSRO means a nationally recognized statistical rating organization.
Payment date means the date or dates on which interest and principal are to be payable on the System Restoration Bonds.
Provider of Last Resort or POLR means a provider of last resort, which is a retail electric provider required to offer a standard retail services package for each class of retail customers it serves at a fixed rate agreed to by the Texas commission.
    - 167 -


Page
PTCE means a prohibited transaction class exemption of the United States Department of Labor.
Public Utility Regulatory Act means the Texas Public Utility Regulatory Act, as codified in Title II of the Texas Utilities Code.
PUCT means the Public Utility Commission of Texas.
Qualified costs means the costs of an electric utility recoverable through the issuance of System Restoration Bonds, the costs of issuing, supporting, and servicing the System Restoration Bonds, and any costs of retiring and refunding the electric utility’s existing debt and equity securities in connection with the issuance of the System Restoration Bonds.
Rating agencies means Moody’s and S&P.
Rating agency condition means, with respect to any action, not less than ten (10) business days’ prior written notification to each rating agency of such action, and written confirmation from each of S&P and Moody’s to the servicer, the trustee and us 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 System Restoration Bonds issued by us and that prior to the taking of the proposed action no other rating agency shall have provided written notice to us that such action has resulted or would result in the suspension, reduction or withdrawal of the then current rating of any such tranche of System Restoration Bonds; provided, that if within such ten (10) business day period, any rating agency (other than S&P) 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) we 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 (5) business days following such second (2nd) 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 the date or dates with respect to each payment date on which it is determined the person in whose name each System Restoration Bond is registered will be paid on the respective payment date.
Regulation AB means the rules of the SEC promulgated under Subpart 229.1100 – Asset-Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time.
Required capital level means the amount required to be funded in the capital subaccount, which will equal 0.50% of the principal amount issued by us.
Retail customer or retail electric customer means a retail customer within Entergy Texas’ service territory. If retail competition is ever introduced into Entergy Texas’ service territory, such terms mean a retail end user of electricity and related services provided by a retail electric provider via the transmission and distribution system of a utility such as Entergy Texas within Entergy Texas’ service territory.
    - 168 -


Page
Retail electric providers or REPs means entities certified under state law that provide electricity and related services to retail electric customers within areas of Texas subject to retail competition.
S&P means Standard & Poor’s Ratings Group, Inc. or any successor in interest.
Sale agreement means the sale agreement to be entered into between the issuing entity and Entergy Texas, pursuant to which Entergy Texas sells and Entergy Texas Restoration Funding II, LLC buys the transition property.
Series supplement means the supplement to the indenture which establishes the specific terms of the System Restoration Bonds.
Service territory means, with regard to Entergy Texas,  the certificated service area of Entergy Texas as it existed on January 14, 2022, within which Entergy Texas may recover qualified costs through nonbypassable system restoration charges assessed on retail electric customers within that area.
Servicer means Entergy Texas, acting as the servicer, and any successor or assignee servicer, which will service the transition property under a servicing agreement with the issuing entity.
Servicing agreement means the servicing agreement to be entered into between the issuing entity and Entergy Texas, as the same may be amended and supplemented from time to time, pursuant to which Entergy Texas undertakes to service the transition property.
System restoration charges mean statutorily-created, nonbypassable, consumption-based per kilowatt hour, per kilowatt or per kilovolt-Amperes charges. system restoration charges are irrevocable and payable, through Entergy Texas or retail electric providers, by retail electric customers who consume electricity that is delivered through the distribution system or produced in certain new on-site generation. There is no “cap” on the level of system restoration charges that may be imposed on future retail electric customers as a result of the true-up mechanism. Through the true-up mechanism, all retail electric customers cross share in the liabilities of all other retail electric customers for the payment of system restoration charges.
Texas commission means the Public Utility Commission of Texas.
Transition property means, with regard to Entergy Texas or an issuing entity (such as us), all of Entergy Texas’ right, title, and interest in and to certain property established pursuant to a financing order which is then transferred to the issuing entity (such as us), including the irrevocable right to impose, collect and receive system restoration charges payable by existing and future retail customers in Entergy Texas’ service area (other than certain exempted customers) in an amount sufficient to pay the principal and interest on System Restoration Bonds and to make deposits to the various subaccounts within the collection account. Unless the context otherwise requires, when we refer to transition property in this prospectus we mean the transition property authorized under the financing order.
Treasury Regulations means proposed or issued regulations promulgated from time to time under the Internal Revenue Code.
True-up means a mechanism required by the Public Utility Regulatory Act and the financing order whereby the servicer will apply to the Texas commission for adjustments to the applicable system restoration charges based on actual collected system restoration charges and updated assumptions by the servicer as to future collections of system restoration charges. The
    - 169 -


Page
Texas commission will approve properly filed adjustments. Adjustments will immediately be reflected in the customers’ next billing cycle. Any corrections for mathematical errors will be reflected in the next true-up.
Trust Indenture Act means the Trust Indenture Act of 1939, as amended.
U.S. Holder means a holder of a System Restoration Bond that is (i) a citizen or resident of the United States, (ii) a partnership or corporation (or other entity treated like a corporation for federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, (iv) a trust with respect to which both (A) a court in the United States is able to exercise primary authority over its administration and (B) one or more United States persons have the authority to control all of its substantial decisions or (v) a trust that has elected to be treated as a United States person under applicable Treasury Regulations.

    - 170 -


Page

$                Senior Secured System Restoration Bonds, Series 2022-A


Entergy Texas, Inc
.
Sponsor, Depositor and Initial Servicer


Entergy Texas Restoration Funding II, LLC
Issuing Entity



    - 171 -


Through and including          ,       (the 90th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and when offering an unsold allotment or subscription.
PART II

Information Not Required in Prospectus
Item 12.    Other Expenses of Issuance and Distribution
The following table sets forth the various expenses expected to be incurred by the registrants in connection with the issuance and distribution of the securities being registered by this prospectus, other than underwriting discounts and commissions. All amounts are estimated except the Securities and Exchange Commission registration fee.
Securities and Exchange Commission registration fee $32,124.50
Printing expenses *
Indenture Trustee fees and expenses *
Legal fees and expenses *
Accounting fees and expenses *
Rating Agencies’ fees and expenses *
Structuring agent fees and expenses *
Miscellaneous fees and expenses *
Total *
* To be filed by amendment.

Item 13.    Indemnification of Directors and Officers
ENTERGY TEXAS RESTORATION FUNDING II, LLC
Section 18-108 of the Delaware Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in the limited liability company agreement of a limited liability company, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Under the limited liability company agreement of Entergy Texas Restoration Funding II, LLC, to the fullest extent permitted by law, we will indemnify our member, manager, officer, controlling person, employee, legal representative or agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against any expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred with respect to their services as member, manager, officer, controlling Person, employee, legal representative or agent or serving at the request of the company under our limited liability company agreement, except an action by or in the right of the company, by reason of the fact that such person is or was a manager, member, officer, controlling person, employee, legal representative or agent of the company, and except for liabilities arising from their own fraud, gross negligence or willful misconduct. To the extent that the indemnification provisions of Entergy Texas Restoration Funding II, LLC’s limited liability company agreement purport to include indemnification for liabilities arising under the Securities Act, in the opinion of the SEC, such indemnification is contrary to public policy and such indemnifications are unenforceable.



Page
The underwriting agreements that we may enter into with respect to the offer and sale of securities covered by this Registration Statement will contain certain provisions for the indemnification of member, manager and officer, and the underwriters or sales agent, as applicable, against civil liabilities under the Securities Act.
ENTERGY TEXAS, INC.
The Amended and Restated Certificate of Formation of Entergy Texas, Inc. (“Entergy Texas”) provides that its directors shall not be personally liable to it or its stockholders for monetary damages for an act or omission occurring in the director’s capacity as such, except as provided by the statutes of the State of Texas. Entergy Texas has insurance covering its expenditures that might arise in connection with its lawful indemnification of its directors and officers for certain of their liabilities and expenses. Entergy Texas also maintains insurance on behalf of its directors and officers that insures them against certain other liabilities and expenses,
The above is a general summary of certain provisions of Entergy Texas’s Amended Restated Certificate of Formation and Amended and Restated Bylaws and is subject in all respects to the specific and detailed provisions of Entergy Texas’s Amended and Restated Certificate of Formation and Amended and Restated Bylaws.
Insurance
Entergy Texas maintains insurance policies insuring its directors and officers against certain obligations that may be incurred by them.
Item 14.    Exhibits
List of Exhibits
EXHIBIT
NO.
DESCRIPTION OF EXHIBIT
1.1 Form of Underwriting Agreement*
3.1
3.2
4.1
5.1
8.1
10.1
    - 2 -


Page
10.2
10.3
21.1
23.1
Consent of Norton Rose Fulbright US LLP (included as part of its opinions filed as Exhibit 5.1 and 8.1)
24.1 Power of Attorney of Entergy Texas Restoration Funding II, LLC (included on the signature pages to Amendment No. 1 to Registration Statement on Form SF-1)
24.2 Power of Attorney of Entergy Texas, Inc. (included on the signature pages to Amendment No. 1 to Registration Statement on Form SF-1)
25.1
99.1
99.2
99.3
107
*    To be filed by amendment.
Item 15.    Undertakings.
The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
For the purpose of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
    - 3 -


Page
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
The undersigned registrants hereby undertake that:
(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under Subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

    - 4 -


Page

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form SF-1 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans, State of Louisiana, on the 31st day of January, 2022.
ENTERGY TEXAS, INC.
/s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer


    - 5 -


Page
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Andrew S. Marsh, Marcus V. Brown, Kimberly A. Fontan, and Steven C. McNeal, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including pre-effective amendments) to this registration statement, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Eliecer Viamontes     
Eliecer Viamontes
Chair of the Board, President and Chief Executive Officer
(Principal Executive Officer)
1/31/2022
/s/ Andrew S. Marsh       
Andrew S. Marsh
Executive Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
1/31/2022
/s/ Kimberly A. Fontan   
Kimberly A. Fontan
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
1/31/2022
/s/ Paul D. Hinnenkamp
Paul D. Hinnenkamp
Director 1/31/2022
/s/ Roderick K. West    
Roderick K. West
Director 1/31/2022

    - 6 -


Page
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form SF-1 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the in the City of New Orleans, State of Louisiana, on the 31st day of January, 2022.
ENTERGY TEXAS RESTORATION FUNDING II, LLC

/s/ Steven C. McNeal____________________
By: Steven C. McNeal
Vice President and Treasurer

    - 7 -


Page
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Eddie D. Peebles and Steven C. McNeal, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including pre-effective amendments) to this registration statement, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date

/s/ Eddie D. Peebles
1/31/2022
Eddie D. Peebles
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Steven C. McNeal 1/31/2022
Steven C. McNeal
Vice President and Treasurer
(Principal Financial and Accounting Officer)


    - 8 -

Exhibit 107
               Calculation of Filing Fee Tables               
               Form SF-1               
(Form Type)
Entergy Texas, Inc. Entergy Texas Restoration Funding II, LLC
(Exact name of registrant, sponsor and
depositor as specified in its charter)
(Exact name of registrant and
issuing entity as specified in its charter)

Table 1: Newly Registered Securities
Security
Type
Security
Class Title
Fee
Calculation
Rule
Amount
Registered
Proposed
Maximum
Offering Price
Per Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount
of
Registration
Fee
Fees to Be Paid Asset-Backed Securities Senior Secured System Restoration Bonds, Series 2022-A
Fees Previously Paid Asset-Backed Securities Senior Secured System Restoration Bonds, Series 2022-A 457(o) $294,450,000 .0001091 $32,124.49
Total Offering Amounts $294,450,000 $32,124.49
Total Fees Previously Paid $32,124.49
Total Fee Offsets
Net Fee Due

Table 2: Fee Offset Claims and Sources
Registrant
or Filer
Name
Form
or
Filing
Type
File
Number
Initial
Filing
Date
Filing
Date
Fee Offset
Claimed
Security
Type
Associated
with Fee
Offset
Claimed
Security
Title
Associated
with Fee
Offset
Claimed
Unsold
Securities
Associated
with Fee
Offset
Claimed
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
Fee Paid
with Fee
Offset
Source
Rule 457(b)
Fee Offset
Claims
Fee Offset
Sources
Rule 457(p)
Fee Offset
Claims
Fee Offset
Sources

104554024.2    - 1 -


Table 3: Combined Prospectuses
Security Type Security Class Title
Amount of Securities Previously
Registered
Maximum Aggregate Offering
Price of Securities Previously
Registered
Form
Type
File
Number
Initial Effective
Date

104554024.2    - 2 -
        
Exhibit 3.1

CERTIFICATE OF FORMATION

OF

ENTERGY TEXAS RESTORATION FUNDING II, LLC


    This Certificate of Formation of Entergy Texas Restoration Funding, LLC (the “Company”), dated August 12, 2021 is being duly executed and filed by Entergy Texas, Inc., a Texas corporation, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.).

    FIRST.        The name of the limited liability company formed hereby is Entergy Texas Restoration Funding II, LLC.

    SECOND.    The address of the registered office of the Company in the State of Delaware is: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

    THIRD.    The name and address of the registered agent for service of process on the Company in the State of Delaware are: The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

    FOURTH.    This Certificate of Formation shall be effective upon filing.

[Signature page follows.]

    

        
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.


                    ENTERGY TEXAS, INC.
                    as an authorized person
    
            
                    By:/s/ Steven C. McNeal
                 Name: Steven C. McNeal
                     Title: Vice President and Treasurer
    


Exhibit 3.2











AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT


OF


ENTERGY TEXAS RESTORATION FUNDING II, LLC


Dated as of


         ___, 2022



TABLE OF CONTENTS
    Page
ARTICLE I GENERAL PROVISIONS    1
SECTION 1.01 Definitions    1
SECTION 1.02 Sole Member; Registered Office and Agent    2
SECTION 1.03 Other Offices    3
SECTION 1.04 Name    3
SECTION 1.05 Purpose; Nature of Business Permitted; Powers    3
SECTION 1.06 Limited Liability Company Agreement; Certificate of Formation    5
SECTION 1.07 Separate Existence    5
SECTION 1.08 Limitation on Certain Activities    9
SECTION 1.09 No State Law Partnership    10
ARTICLE II CAPITAL    10
SECTION 2.01 Initial Capital    10
SECTION 2.02 Additional Capital Contributions    10
SECTION 2.03 Capital Account    11
SECTION 2.04 Interest    11
ARTICLE III ALLOCATIONS; BOOKS    11
SECTION 3.01 Allocations of Income and Loss    11
SECTION 3.02 Company to be Disregarded for Tax Purposes    11
SECTION 3.03 Books of Account    12
SECTION 3.04 Access to Accounting Records    12
SECTION 3.05 Annual Tax Information    12
SECTION 3.06 Internal Revenue Service Communications    12
ARTICLE IV MEMBER    12
SECTION 4.01 Powers    12
SECTION 4.02 Compensation of Member    14
SECTION 4.03 Other Ventures    14
SECTION 4.04 Actions by the Member    14
ARTICLE V OFFICERS    14
SECTION 5.01 Designation; Term; Qualifications    14
SECTION 5.02 Removal and Resignation    16
SECTION 5.03 Vacancies    16
SECTION 5.04 Compensation    16
ARTICLE VI MEMBERSHIP INTEREST    16
SECTION 6.01 General    16
SECTION 6.02 Distributions    17
SECTION 6.03 Rights on Liquidation, Dissolution or Winding Up    17
SECTION 6.04 Redemption    17
SECTION 6.05 Voting Rights    17
    i



SECTION 6.06 Transfer of Membership Interests    17
SECTION 6.07 Admission of Transferee as Member    17
ARTICLE VII MANAGERS    18
SECTION 7.01 Managers    18
SECTION 7.02 Powers of the Managers    19
SECTION 7.03 Compensation    20
SECTION 7.04 Removal of Managers    20
SECTION 7.05 Resignation of Manager    20
SECTION 7.06 Vacancies    21
SECTION 7.07 Meetings of the Managers    21
SECTION 7.08 Electronic Communications    21
SECTION 7.09 Committees of Managers    21
SECTION 7.10 Limitations on Independent Manager(s)    22
ARTICLE VIII EXPENSES    22
SECTION 8.01 Expenses    22
ARTICLE IX PERPETUAL EXISTENCE; DISSOLUTION, LIQUIDATION AND WINDING-UP    22
SECTION 9.01 Existence    22
SECTION 9.02 Dissolution    23
SECTION 9.03 Accounting    24
SECTION 9.04 Certificate of Cancellation    24
SECTION 9.05 Winding Up    24
SECTION 9.06 Order of Payment of Liabilities Upon Dissolution    24
SECTION 9.07 Limitations on Payments Made in Dissolution    24
SECTION 9.08 Limitation on Liability    24
ARTICLE X INDEMNIFICATION    25
SECTION 10.01 Indemnity    25
SECTION 10.02 Indemnity for Actions By or In the Right of the Company    25
SECTION 10.03 Indemnity If Successful    25
SECTION 10.04 Expenses    26
SECTION 10.05 Advance Payment of Expenses    26
SECTION 10.06 Other Arrangements Not Excluded    26
ARTICLE XI MISCELLANEOUS PROVISIONS    27
SECTION 11.01 No Bankruptcy Petition; Dissolution    27
SECTION 11.02 Amendments    28
SECTION 11.03 PUCT Condition    28
SECTION 11.04 Governing Law    30
SECTION 11.05 Headings    30
SECTION 11.06 Severability    30
SECTION 11.07 Assigns    30
SECTION 11.08 Enforcement by each Independent Manager    30
    ii



SECTION 11.09 Waiver of Partition; Nature of Interest    30
SECTION 11.10 Separate Counterparts    30
SECTION 11.11 Benefits of Agreement; No Third-Party Rights    31
SECTION 11.12 Effectiveness    31


EXHIBITS AND SCHEDULES

Schedule A    Schedule of Capital Contributions of Member
Schedule B    Initial Managers
Schedule C    Initial Officers
Exhibit A    Management Agreement
    iii


AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
ENTERGY TEXAS RESTORATION FUNDING II, LLC
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of              ___, 2022 (as it may be amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), of ENTERGY TEXAS RESTORATION FUNDING II, LLC, a Delaware limited liability company having its principal office at 919 Congress Avenue, Suite 840-C, Austin, Texas 78701 (the “Company”), made and entered into by ENTERGY TEXAS, INC., a Texas corporation (“ETI” and, together with any additional or successor members of the Company, each in their capacity as a member of the Company, other than Special Members, the “Member”).
RECITALS
WHEREAS, the Member has formed the Company as a limited liability company pursuant to, and in accordance with, the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “LLC Act”), by filing a certificate of formation with the office of the Secretary of State of the State of Delaware on August 12, 2021 and entering into a Limited Liability Company Agreement of the Company dated as of August 12, 2021 (the “Original Agreement”); and
WHEREAS, in accordance with the LLC Act, the Member desires to continue the Company without dissolution and to enter into this Agreement to amend and restate in its entirety the Original Agreement and to set forth the rights, powers and interests of the 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.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree to amend and restate in its entirety the Original Agreement as follows:
ARTICLE I

GENERAL PROVISIONS
SECTION 1.01 Definitions.
(a)     Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in that certain Indenture (including Appendix A attached thereto, the “Indenture”) between the Company and the Indenture Trustee and the Securities Intermediary, executed in connection with the issuance and sale of the System Restoration Bonds, as the same may be amended, restated, supplemented or otherwise modified from time to time.
(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, Annex and Attachment
    2


references contained in this Agreement are references to Sections, Schedules, Exhibits, Annexes and Attachments 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.
(e)     Non-capitalized terms used herein which are defined in the Utilities Code shall, as the context requires, have the meanings assigned to such terms in the Utilities Code, but without giving effect to amendments to the Utilities Code.
SECTION 1.02 Sole Member; Registered Office and Agent.
(a)     The initial sole member of the Company shall be Entergy Texas, Inc., a Texas corporation, or any successor as sole member pursuant to Sections 1.02(c), 6.06 and 6.07. The registered office and registered agent of the Company in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The Member may change said registered office and agent from one location to another in the State of Delaware. The Member shall provide notice of any such change to the Indenture Trustee.
(b)     Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon the transfer or assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee or an additional member of the Company pursuant to Sections 6.06 and 6.07), each Person acting as an Independent Manager pursuant to the terms of this Agreement shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, 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 (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to this Agreement; provided, however, the Special Members shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each 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 (and no Special Member shall be treated as a member of the Company for federal income tax purposes). Pursuant to Section 18-301 of the LLC 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 LLC Act, each 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 the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of each Special Member, each Person acting as an Independent Manager pursuant to this Agreement shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an Independent Manager pursuant to this Agreement shall not be a member of the Company. A “Special Member” means, upon such Person’s admission to the Company as a member of the Company pursuant to this Section 1.02(b), a Person acting as Independent Manager, 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. For purposes of this Agreement, a Special Member is not included within the defined term “Member.”
    


(c)     The Company may admit additional members with the affirmative vote of a majority of the Managers. Notwithstanding the preceding sentence, it shall be a condition to the admission of any additional member that the sole Member shall have received an opinion of outside tax counsel (as selected by the Member in form and substance reasonably satisfactory to the Member and the Indenture Trustee) that the admission of such additional member shall not cause the Company to be treated, for federal income tax purposes, as having more than a “sole owner” and that the Company shall not be treated, for federal income tax purposes, as an entity separate from such “sole owner”.
SECTION 1.03 Other Offices. The Company may have an office at 919 Congress Avenue, Suite 840-C, Austin, Texas 78701, or at any other offices that may at any time be established by the Member at any place or places within or outside the State of Delaware. The Member shall provide notice to the Indenture Trustee of any change in the location of the Company’s office.
SECTION 1.04 Name. The name of the Company shall be “Entergy Texas Restoration Funding II, LLC”. The name of the Company may be changed from time to time by the Member with ten (10) days’ prior written notice to the Managers and the Indenture Trustee, and the filing of an appropriate amendment to the Certificate of Formation with the Secretary of State as required by the LLC Act.
SECTION 1.05 Purpose; Nature of Business Permitted; Powers. The purposes for which the Company is formed are limited to:
(a)acquire, own, hold, dispose of, administer, service or enter into agreements regarding the receipt and servicing of the Transition Property and the other System Restoration Bond Collateral, along with certain other related assets;
(b)manage, sell, assign, pledge, collect amounts due on or otherwise deal with the Transition Property and the other System Restoration Bond 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 Indenture and the payment in full of the System Restoration Bonds and any other amounts owed under the 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; and provided, further, that the Company shall be permitted to incur additional indebtedness or other liabilities payable to service providers and trade creditors in the ordinary course of business in connection with the foregoing activities;
(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 System Restoration Bonds under the securities or “Blue Sky” laws of various jurisdictions;
(e)authorize, execute, deliver, issue and register the System Restoration Bonds from time to time;
(f)make payments on the System Restoration Bonds from time to time;
(g)pledge its interest in Transition Property and other System Restoration Bond Collateral to the Indenture Trustee under the Indenture in order to secure the System Restoration 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 LLC Act. The Company, the Member, any Manager (other than an Independent Manager), or any officer of the Company, 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, all without any further act, vote or approval of any Member, Manager or other Person, notwithstanding any other provision of this Agreement, the LLC Act, or other applicable law, rule or regulation. Notwithstanding any other provision of this Agreement, the LLC Act or other applicable law, any Basic Document executed prior to the date hereof by any Member, Manager or officer on behalf of the Company is hereby ratified and approved in all respects. The authorization set forth in the preceding two sentences shall not be deemed a restriction on the power and authority of the Member or any Manager, including any Independent Manager, to enter into other agreements or documents on behalf of the Company as authorized pursuant to this Agreement and the LLC Act. The Company shall possess and may exercise all the powers and privileges granted by the LLC Act or by any other law or by this Agreement, together with any powers incidental thereto, insofar as such powers and privileges are incidental, necessary, suitable or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.
SECTION 1.06 Limited Liability Company Agreement; Certificate of Formation. This Agreement shall constitute a “limited liability company agreement” within the meaning of the LLC Act. ETI, as an authorized person within the meaning of the LLC Act, has caused a certificate of formation of the Company to be executed and filed in the office of the Secretary of State of the State of Delaware on August 12, 2021 (such execution and filing being hereby ratified and approved in all respects). The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation of the Company as provided in the LLC Act.
SECTION 1.07 Separate Existence. Except for financial reporting purposes (to the extent required by generally accepted accounting principles) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Member and the Managers 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 Member, Affiliates of the 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 office space separate and clearly delineated from the office space of any Affiliate;
(b)maintain the assets of the Company in such a manner that it is not costly or difficult to segregate, identify or ascertain its individual assets from those of any other Person, including any Affiliate;
(c)maintain a separate telephone number;
(d)conduct all transactions with Affiliates on an arm’s-length basis;
(e)not guarantee, become obligated for or pay the debts of any Affiliate or hold the credit of the Company out as being available to satisfy the obligations of any Affiliate or other Person (nor, except as contemplated in the Basic Documents, indemnify any Person for losses resulting therefrom), nor, except as contemplated in the Basic Documents, have any of its obligations guaranteed by any Affiliate 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, nor 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) nor allow any Affiliate to do such things based on the credit of the Company;
(f)except as expressly otherwise permitted hereunder or under any of the Basic Documents, not permit the commingling or pooling of the Company’s funds or other assets with the funds or other assets of any Affiliate;
(g)maintain separate deposit and other bank accounts and funds (separately identifiable from those of the Member or any other Person) to which no Affiliate has any access, which accounts shall be maintained in the name and, to the extent not inconsistent with applicable federal tax law, with the tax identification number of the Company;
(h)maintain full books of accounts and records (financial or other) and financial statements separate from those of its Affiliates or any other Person, prepared and maintained in accordance with generally accepted accounting principles (including, all resolutions, records, agreements or instruments underlying or regarding the transactions contemplated by the Basic Documents or otherwise) and audited annually by an independent accounting firm which shall provide such audit to the Indenture Trustee;
(i)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;
(j)compensate (either directly or through reimbursement of the Company’s allocable share of any shared expenses) all employees, consultants and agents and Affiliates, to the extent applicable, for services provided to the Company by such employees, consultants and agents or Affiliates, in each case, from the Company’s own funds;
(k)allocate fairly and reasonably the salaries of and the expenses related to providing the benefits of officers or other employees shared with the Member, any Special Member or any Manager;
    


(l)allocate fairly and reasonably any overhead shared with the Member, any Special Member or any Manager;
(m)pay from its own bank accounts for accounting and payroll services, rent, lease and other expenses (or the Company’s allocable share of any such amounts provided by one or more other Affiliates) and not have such operating expenses (or the Company’s allocable share thereof) paid by any Affiliates, provided, that the Member shall be permitted to pay the initial organization expenses of the Company and certain of the expenses related to the transactions contemplated by the Basic Documents as provided therein;
(n)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;
(o)conduct all of the Company’s business (whether in writing or orally) solely in the name of the Company through the Member and the Managers, employees, officers and agents and hold the Company out as an entity separate from any Affiliate;
(p)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;
(q)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 and the laws of its state of formation and all other appropriate jurisdictions;
(r)not appoint an Affiliate or any employee of an Affiliate as an agent of the Company, except as otherwise permitted in the Basic Documents (although such Persons can qualify as a Manager or as an officer of the Company);
(s)not acquire obligations or securities of or make loans or advances to or pledge its assets for the benefit of any Affiliate, the Member or any Affiliate of the Member;
(t)not permit the Member or any Affiliate to acquire obligations of or make loans or advances to the Company;
(u)except as expressly provided in the Basic Documents, not permit the Member or any Affiliate to guarantee, pay or become liable for the debts of the Company nor permit any such Person to hold out its creditworthiness as being available to pay the liabilities and expenses of the Company nor, except for the indemnities in this Agreement and the Basic Documents, indemnify any Person for losses resulting therefrom;
(v)maintain separate minutes of the actions of the Member and the Managers, including the transactions contemplated by the Basic Documents;
(w)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;
(x)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 the Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to the Company;
(y)cause the Member to maintain as official records all resolutions, agreements, and other instruments underlying or regarding the transactions contemplated by the Basic Documents;
(z)disclose, and cause the Member to disclose, in its financial statements the effects of all transactions between the Member and the Company in accordance with generally accepted accounting principles, and in a manner which makes it clear that (i) the Company is a separate legal entity, (ii) the assets of the Company (including the Transition 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 Member nor any other Affiliate is liable or responsible for the debts of the Company;
(aa)treat and cause the Member to treat the transfer of the Transition Property from the Member to the Company as a sale under the Utilities Code;
(bb)    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 Person;
(cc)    so long as any of the System Restoration Bonds are outstanding, treat the System Restoration 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;
(dd)    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 System Restoration Bonds are outstanding, treat the System Restoration Bonds as indebtedness of the Member secured by the System Restoration Bond Collateral unless otherwise required by appropriate taxing authorities;
(ee)    file its own tax returns, if any, as may be required under applicable law, to the extent (i) not part of a consolidated group filing a consolidated return or returns or (ii) 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;
(ff)    maintain its valid existence in good standing under the laws of the State of Delaware and maintain its qualification to do business under the laws of such other jurisdictions as its operations require;
(gg)    not form, or cause to be formed, any subsidiaries;
    


(hh)    comply with all laws applicable to the transactions contemplated by this Agreement and the Basic Documents; and
(ii)    cause the Member to observe in all material respects all limited liability company procedures and formalities, if any, required by its constituent documents and the laws of its state of formation and all other appropriate jurisdictions.
Failure of the Company, or the Member or any Manager 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 Member or the Managers. In addition, none of the foregoing shall require the Member to make any additional capital contributions to the Company.
SECTION 1.08 Limitation on Certain Activities. Notwithstanding any other provisions of this Agreement and any provision of law that otherwise so empowers the Company, the Member, any Manager or any other Person on behalf of the Company, the Company, the Member, any Manager or any other Person on behalf of the Company, shall not:
(a)engage in any business or activity other than as set forth in Article I hereof;
(b)without the affirmative vote of its Member and the unanimous affirmative vote of all of the Managers, including each Independent Manager, file a voluntary petition for relief with respect to the Company under the Bankruptcy Code or similar law, consent to the institution of insolvency or bankruptcy proceedings against the Company or otherwise institute insolvency or bankruptcy proceedings with respect to the Company or take any limited liability company action in furtherance of any such filing or institution of a proceeding; provided however, that neither the Member nor any Manager may authorize the taking of any of the foregoing actions unless there is at least one Independent Manager then serving in such capacity;
(c)without the unanimous affirmative vote of all Managers, including each Independent Manager, 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)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 Member;
(e)issue any system restoration bonds and/or transition bonds other than the System Restoration Bonds contemplated by the Basic Documents;
(f)incur any indebtedness or assume or guarantee any indebtedness of any Person (other than the indebtedness incurred under the Basic Documents); or
(g)to the fullest extent permitted by law, without the affirmative vote of its Member and the unanimous affirmative vote of all Managers, including each Independent Manager, execute any dissolution, liquidation, or winding up of the Company.
So long as any of the System Restoration Bonds are outstanding, the Company and the Member shall give written notice to each applicable Rating Agency of any action described in clauses (b),
    


(c) or (g) of this Section 1.08 which is taken by or on behalf of the Company with the required affirmative vote of the Member and the unanimous affirmative vote of all Managers, including each Independent Manager, as therein described.
SECTION 1.09 No State Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute a partnership (including a limited partnership) or joint venture, or the Member a partner or joint venturer of or with any Manager or the Company, for any purposes.
ARTICLE II

CAPITAL
SECTION 2.01    Initial Capital. The initial capital of the Company shall be the sum of cash contributed to the Company by the Member 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.
SECTION 2.02    Additional Capital Contributions. 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 Transition Property. On or prior to the date of issuance of the System Restoration Bonds, the 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 System Restoration Bonds or such greater amount as agreed to by the Member in connection with the issuance by the Company of the System Restoration Bonds which amount the Company shall deposit into the Capital Subaccount established by the Indenture Trustee as provided under Section 8.02 of the Indenture. No capital contribution by the Member to the Company will be made for the purpose of mitigating losses on Transition Property that has previously 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 Member and the Company. Each capital contribution will be acknowledged by a written receipt signed by any one of the Managers. The Managers 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 Indenture Trustee who shall invest such amounts only in Eligible Investments, and all income earned thereon shall be allocated or paid by the Indenture Trustee in accordance with the provisions of the Indenture.
SECTION 2.03    Capital Account. A Capital Account shall be established and maintained for the Member on the Company’s books (the “Capital Account”).
SECTION 2.04    Interest. Except as provided herein, in the Financing Order, the Basic Documents or by law, no interest shall be paid or credited to the Member on its Capital Account or upon any undistributed profits left on deposit with the Company. Except as provided herein, in the Financing Order, in the Basic Documents or by law, the Member shall have no right to demand or receive the return of its Capital Contribution.
ARTICLE III

ALLOCATIONS; BOOKS
SECTION 3.01    Allocations of Income and Loss.
    


(a)     Book Allocations. The net income and net loss of the Company shall be allocated entirely to the 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 Treasury Regulations, and because the Company is a business entity that has a single owner and is not a corporation, it is expected to be disregarded as an entity separate from its owner for federal income tax purposes under Section 301.7701-3(b)(1) of the 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 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 Member as permitted by applicable tax law, and the Member shall pay (or indemnify the Company, the Indenture 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 System Restoration Bond). The Indenture Trustee (on behalf of the Secured Parties) shall be a third party beneficiary of the Member’s obligations set forth in this Section 3.01, it being understood that Bondholders shall be entitled to enforce their rights against the Member under this Section 3.01 solely through a cause of action brought for their benefit by the Indenture Trustee.
SECTION 3.02    Company to be Disregarded for Tax Purposes. The Company shall comply with the applicable provisions of the Code and the applicable 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 Member pursuant to Treasury Regulations Section 301.7701-1 et seq. and that the Company be accorded such treatment until its dissolution pursuant to Article IX hereof and shall take all actions, and shall refrain from taking any action, required by the Code or Treasury Regulations thereunder in order to maintain such status of the Company. In addition, for federal income tax purposes, the Company may not claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the System Restoration 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 System Restoration Bond Collateral.
SECTION 3.03    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 generally accepted accounting principles, using the fiscal year and taxable year of the Member. In addition, the Company shall keep all records required to be kept pursuant to the LLC Act.
SECTION 3.04    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 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.
SECTION 3.05    Annual Tax Information. The Managers shall cause the Company to deliver to the Member all information necessary for the preparation of the Member’s federal income tax return.
    


SECTION 3.06    Internal Revenue Service Communications. The Member shall communicate and negotiate with the Internal Revenue Service on any federal tax matter on behalf of the Member and the Company.
ARTICLE IV

MEMBER
SECTION 4.01    Powers. Subject to the provisions of this Agreement (including without limitation, Sections 1.07 and 1.08) and the LLC Act, all powers shall be exercised by or under the authority of, and the business and affairs of the Company shall be controlled by, the Member pursuant to Section 4.04. The Member may delegate any or all such powers to the Managers. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Member shall have the following powers:
(a)     To select and remove the Managers and all officers, agents and employees of the Company, prescribe such powers and duties for them as may be consistent with the LLC Act and other applicable law and this Agreement, fix their compensation, and require from them security for faithful service; provided that, except as provided in Section 7.06, at all times during which any System Restoration Bonds are outstanding and the Indenture remains in full force and effect (and otherwise in accordance with the Indenture), the Company shall have at least one Independent Manager. Prior to the issuance of any System Restoration Bonds, the Member shall appoint at least one Independent Manager. An “Independent Manager” means an individual who (1) has prior experience as an independent director, independent manager or independent member, (2) is employed by Wilmington Trust Company, Wilmington Trust SP Services, Inc., or any other nationally-recognized company that provides professional Independent Managers and other corporate services in the ordinary course of its business, (3) is duly appointed as an Independent Manager and (4) is not and has not been for at least five years from the date of his or her or its appointment, and will not while serving as Independent Manager, 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 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 Manager;
(ii)a creditor, supplier or service provider (including provider of professional services) to the Company, the Member or any of their respective equityholders or Affiliates (other than a nationally-recognized company that routinely provides professional independent managers and other corporate services to the Company, the 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 Manager 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 of this LLC Agreement.
The Company shall pay any Independent Manager annual fees totaling not more than $5,000 per year (the “Independent Manager Fee”). Such fees shall be determined without regard to the income of the Company, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Company and shall be considered an Operating Expense subject to the limitations on such expenses set forth in the Financing Order. Each Manager, including each Independent Manager, is hereby deemed to be a “manager” within the meaning of Section 18-101(12) of the LLC Act.
Promptly following any resignation or replacement of any Independent Manager, the Member shall give written notice to each applicable Rating Agency and to the Indenture Trustee of any such resignation or replacement.
(b)     Subject to Sections 1.07 and 1.08 and Article VII hereof, to conduct, manage and control the affairs and business of the Company, and to make such rules and regulations therefor consistent with the LLC Act and other applicable law and this Agreement.
(c)     To change the registered agent and office of the Company in Delaware from one location to another; to fix and locate from time to time one or more other offices of the Company; and to designate any place within or without the State of Delaware for the conduct of the business of the Company.
SECTION 4.02    Compensation of Member. To the extent permitted by applicable law, the Company shall have authority to reimburse the Member for out-of-pocket expenses incurred by the Member in connection with its service to the Company. It is understood that the compensation paid to the Member under the provisions of Section 4.01 shall be determined without regard to the income of the Company, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Company and shall be considered an Operating Expense subject to the limitations on such expenses set forth in the Financing Order.
SECTION 4.03    Other Ventures. Notwithstanding any duties (including fiduciary duties) otherwise extending at law or in equity, it is expressly agreed that the Member, the Managers and any Affiliates, officers, directors, managers, stockholders, partners or employees of the Member, may engage in other business ventures of any nature and description, whether or not in competition with the Company, independently or with others, and the Company shall not have any rights in and to any independent venture or activity or the income or profits derived therefrom.
    


SECTION 4.04    Actions by the Member. All actions of the Member may be taken by written resolution of the Member which shall be signed on behalf of the Member by an authorized officer of the Member and filed with the records of the Company.
ARTICLE V

OFFICERS
SECTION 5.01    Designation; Term; Qualifications.
(a)     Officers. The Managers may, from time to time, designate one or more Persons to be officers of the Company. Any officer so designated shall have such title and authority and perform such duties as the Managers may, from time to time, delegate to them. Each officer shall hold office for the term for which such officer is designated and until its successor shall be duly designated and shall qualify or until its death, resignation or removal as provided in this Agreement. Any Person may hold any number of offices. No officer need be a Manager, the Member, a Delaware resident, or a United States citizen. The Member hereby appoints the Persons identified on Schedule C to be the officers of the Company.
(b)     President. The President shall be the chief executive officer of the Company, shall preside at all meetings of the Managers, shall be responsible for the general and active management of the business of the Company and shall see that all orders and resolutions of the Managers are carried into effect. The President or any other officer authorized by the President or the Managers may execute all contracts, except: (i) where required or permitted by law or this Agreement to be otherwise signed and executed, including Section 1.08; and (ii) where signing and execution thereof shall be expressly delegated by the Managers to some other officer or agent of the Company.
(c)     Vice President. In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Managers, or in the absence of any designation, then in the order of their election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents, if any, shall perform such other duties and have such other powers as the Managers may from time to time prescribe.
(d)     Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend all meetings of the Managers and record all the proceedings of the meetings of the Company and of the Managers in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or shall cause to be given, notice of all meetings of the Member, if any, and special meetings of the Managers, and shall perform such other duties as may be prescribed by the Managers or the President, under whose supervision the Secretary shall serve. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Managers (or if there be no such determination, then in order of their designation), shall, in the absence of the Secretary or in the event of the Secretary’s inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Managers may from time to time prescribe.
(e)     Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may
    


be designated by the Manager. The Treasurer shall disburse the funds of the Company as may be ordered by the Manager, taking proper vouchers for such disbursements, and shall render to the President and to the Managers, at its regular meetings or when the Managers so require, an account of all of the Treasurer’s transactions and of the financial condition of the Company. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Managers (or if there be no such determination, then in the order of their designation), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Managers may from time to time prescribe.
(f)     Chief Accounting Officer. The Chief Accounting Officer shall be responsible for overseeing all aspects of the Company’s accounting and reporting functions.
(g)     Tax Officer. One or more Tax Officers shall have the authority to communicate with the Internal Revenue Service and with state and local tax authorities, may sign tax returns, shall pay or cause to be paid taxes and shall have the authority to settle tax liabilities in the name or on behalf of the Company.
(h)     Officers as Agents. The officers of the Company, to the extent their powers as set forth in this Agreement or otherwise vested in them by action of the Managers are not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business and, subject to Section 1.08, the actions of the officers taken in accordance with such powers shall bind the Company.
(i)     Duties of Managers and Officers. Except to the extent otherwise provided herein, each Manager (other than each Independent Manager) and officer of the Company shall have a fiduciary duty of loyalty and care similar to that of directors and officers of business corporations organized under the General Corporation Law of the State of Delaware.
SECTION 5.02    Removal and Resignation. Any officer of the Company may be removed as such, with or without cause, by the Managers at any time. Any officer of the Company may resign as such at any time upon written notice to the Company. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time of its receipt by the Managers.
SECTION 5.03    Vacancies. Any vacancy occurring in any office of the Company may be filled by the Managers.
SECTION 5.04    Compensation. The compensation, if any, of the officers of the Company shall be fixed from time to time by the Managers. Such compensation shall be determined without regard to the income of the Company, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Company and shall be considered an Operating Expense subject to the limitations on such expenses set forth in the Financing Order.
ARTICLE VI

MEMBERSHIP INTEREST
SECTION 6.01    General. “Membership Interest” means the limited liability company interest of the Member in the Company. The Membership Interest constitutes personal property and, subject to Section 6.06, shall be freely transferable and assignable in whole but not in part upon registration of such transfer and assignment on the books of the
    


Company in accordance with the procedures established for such purpose by the Managers of the Company.
SECTION 6.02    Distributions. The Member shall be entitled to receive, out of the assets of the Company legally available therefor, distributions payable in cash in such amounts, if any, as the Managers shall declare. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the LLC Act or any other applicable law or any Basic Document.
SECTION 6.03    Rights on Liquidation, Dissolution or Winding Up.
(a)     In the event of any liquidation, dissolution or winding up of the Company, the Member shall be entitled to all remaining assets of the Company available for distribution to the Member after satisfaction (whether by payment or reasonable provision for payment) of all liabilities, debts and obligations of the Company.
(b)     Neither the sale of all or substantially all of the property or business of the Company, nor the merger or consolidation of the Company into or with another Person or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 6.03.
SECTION 6.04    Redemption. The Membership Interest shall not be redeemable.
SECTION 6.05    Voting Rights. Subject to the terms of this Agreement, the Member shall have the sole right to vote on all matters as to which members of a limited liability company shall be entitled to vote pursuant to the LLC Act and other applicable law.
SECTION 6.06    Transfer of Membership Interests.
(a)     The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.
(b)     To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the 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.
SECTION 6.07    Admission of Transferee as Member.
(a)     A transferee of a Membership Interest desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Agreement and, except as permitted by paragraph (b) below, shall not be admitted without unanimous affirmative vote of the Managers (excluding the Independent Manager(s)). Upon admission of the transferee as a Member, the transferee shall have the rights, powers and duties and shall be subject to the restrictions and liabilities of the Member under this Agreement and the LLC Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make capital contributions to the Company, but
    


shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Except as set forth in paragraph (b) below, whether or not the transferee of a Membership Interest is admitted to the Company as a Member, the Member transferring the Membership Interest is not released from any liability to the Company under this Agreement or the LLC Act.
(b)     The approval of the Managers, including each Independent Manager, shall not be required for the transfer of the Membership Interest from the Member to any successor pursuant to the Sale Agreement or the admission of such Person as a Member. Once the transferee of a Membership Interest pursuant to this paragraph (b) is admitted to the Company as a Member, the prior Member shall cease to be a member of the Company and shall be released from any liability to the Company under this Agreement and the LLC Act to the fullest extent permitted by law.
ARTICLE VII

MANAGERS
SECTION 7.01    Managers.
(a)     Subject to Sections 1.08 and 1.09, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least one Independent Manager. The initial number of Managers shall be three, and, upon the appointment of the Independent Manager, four. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto.
(b)     Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated.
(c)     The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Except as otherwise provided in Section 7.02 with respect to an Independent Manager, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances.
(d)     Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager.
(e)     Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company.
    


(f)     Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority.
(g)     To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.
SECTION 7.02    Powers of the Managers. Subject to the terms of this Agreement, the Managers shall have the right and authority to take all actions which the Managers deem incidental, necessary, suitable or convenient for the day-to-day management and conduct of the Company’s business. Except to the extent expressly provided otherwise herein, the Independent Manager shall have no obligation to perform any action hereunder.
No Independent Manager may delegate its duties, authorities or responsibilities hereunder. If any Independent Manager resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the unanimous affirmative vote of the Managers shall be taken until a successor Independent Manager is appointed by the Member and qualifies and approves such action.
To the fullest extent permitted by law, including Section 18-1101(c) of the LLC Act, and notwithstanding any duty otherwise existing at law or in equity, each Independent Manager shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 1.08(b), Section 1.08(c) and Section 1.08(g). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding  all other interests of the Member,  the interests of other Affiliates of the Company, and  the interests of any group of Affiliates of which the Company is a part), each Independent Manager shall not have any fiduciary duties to the Member, any Manager 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 LLC Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless such Independent Manager acted in bad faith or engaged in willful misconduct.
No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.
Subject to the terms of this Agreement, the Managers may exercise all powers of the Company and do all such lawful acts and things as are not prohibited by the LLC Act, other applicable law or this Agreement directed or required to be exercised or done by the 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 Managers.
Notwithstanding the terms of Section 7.01, 7.07 or 7.09 or any provision of this Agreement to the contrary, (x) no meeting or vote with respect to any action described in clauses (b), (c) or (g) of Section 1.08 or any amendment to any of the Special Purpose Provisions shall be conducted unless each Independent Manager is present and (y) neither the Company nor the Member, any Manager or any officer on behalf of the Company shall (i) take any action described in clauses (b), (c) or (g) of Section 1.08 unless each Independent Manager has
    


consented thereto or (ii) adopt any amendment to any of the Special Purpose Provisions unless each Independent Manager has consented thereto. The vote or consent of an Independent Manager with respect to any such action or amendment shall not be dictated by the Member or any other Manager or officer of the Company.
SECTION 7.03    Compensation. To the extent permitted by applicable law, the Company may reimburse any Manager, directly or indirectly, for out-of-pocket expenses incurred by such Manager in connection with its services rendered to the Company. Such compensation shall be determined by the Managers without regard to the income of the Company, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Company and shall be considered an Operating Expense subject to the limitations on such expenses set forth in the Financing Order.
SECTION 7.04    Removal of Managers.
(a)     Subject to Section 4.01, the Member may remove any Manager with or without cause at any time.
(b)     Subject to Sections 4.01 and 7.05, any removal of a Manager shall become effective on such date as may be specified by the Member and in a notice delivered to any remaining Managers or the Manager designated to replace the removed Manager (except that it shall not be effective on a date earlier than the date such notice is delivered to the remaining or newly-elected Manager). Should a Manager be removed who is also the Member, the Member shall continue to participate in the Company as the Member and receive its share of the Company’s income, gains, losses, deductions and credits pursuant to this Agreement.
SECTION 7.05    Resignation of Manager. A Manager other than an Independent Manager may resign as a Manager at any time by thirty (30) days’ prior notice to the Member. An Independent Manager may not withdraw or resign as a Manager of the Company without the consent of the Member. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor (i) shall have accepted his or her appointment as an Independent Manager by a written instrument, which may be a counterpart signature page to the Management Agreement, and (ii) shall have executed a counterpart to this Agreement.
SECTION 7.06    Vacancies. Subject to Section 4.01, any vacancies among the Managers may be filled by the Member. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. Notwithstanding anything to the contrary contained in this Agreement, no Independent Manager shall be removed or replaced unless the Company provides the Indenture Trustee with no less than two (2) Business Days’ prior written notice of (a) any proposed removal of such Independent Manager, and (b) the identity of the proposed replacement Independent Manager, together with a certification that such replacement satisfies the requirements for an Independent Manager set forth in this Agreement.
SECTION 7.07    Meetings of the Managers. The Managers may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Managers may be held without notice at such time and at such place as shall from time to time be determined by the Managers. Special meetings of the Managers may be called by the President on not less than one day’s notice to each Manager by telephone, facsimile, mail, email or any other means of communication, and special meetings shall be called by the President or Secretary in like manner and with like notice upon the written request of any one or more of the Managers.
    


SECTION 7.08    Electronic Communications. Managers, or any committee designated by the Managers, may participate in meetings of the Managers, or any committee, by means of telephone or video 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.
SECTION 7.09    Committees of Managers.
(a)The Managers may, by resolution passed by a majority of the Managers, designate one or more committees, each committee to consist of one or more of the Managers. The Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
(b)In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member.
(c)Any such committee, to the extent provided in the resolution of the Managers, shall have and may exercise all the powers and authority of the Managers in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Managers. Each committee shall keep regular minutes of its meetings and report the same to the Managers when required.
SECTION 7.10    Limitations on Independent Manager(s). All rights, powers and authority of each Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement.
ARTICLE VIII

EXPENSES
SECTION 8.01    Expenses. Except as otherwise provided in this Agreement or the Basic Documents, the Company shall be responsible for all expenses and the allocation thereof including without limitation:
(a)     all expenses incurred by the Member or its Affiliates in organizing the Company;
(b)     all expenses related to the business of the Company and all routine administrative expenses of the Company, including the maintenance of books and records of the Company, the preparation and dispatch to the Member of checks, financial reports, tax returns and notices required pursuant to this Agreement;
(c)     all expenses incurred in connection with any litigation or arbitration involving the Company (including the cost of any investigation and preparation) and the amount of any judgment or settlement paid in connection therewith;
(d)     all expenses for indemnity or contribution payable by the Company to any Person;
    


(e)     all expenses incurred in connection with the collection of amounts due to the Company from any Person;
(f)     all expenses incurred in connection with the preparation of amendments to this Agreement;
(g)     all expenses incurred in connection with the liquidation, dissolution and winding up of the Company; and
(h)     all expenses otherwise allocated in good faith to the Company by the Managers.
ARTICLE IX

PERPETUAL EXISTENCE; DISSOLUTION, LIQUIDATION AND WINDING-UP
SECTION 9.01    Existence.
(a)     The Company shall have a perpetual existence. So long as any of the System Restoration Bonds shall remain Outstanding, to the fullest extent permitted by law, the Member shall not be entitled to consent to the dissolution of the Company.
(b)     Notwithstanding any provision of this Agreement, the Bankruptcy of the Member or Special Member will not cause such Member or Special Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall continue without dissolution. For purposes of this Section 9.01(b), “Bankruptcy” means, with respect to any Person, if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (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, (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 (vii) 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, if 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 for in Sections 18-101(1) and 18-304 of the LLC 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 Member to cease to be a member of the Company (other than a continuation of the Company without dissolution upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 6.06 and 6.07), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within ninety (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 Member in the Company.
    


SECTION 9.02    Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of the earliest of the following events:
(a)subject to Section 1.07, the election to dissolve the Company made in writing by the Member and each Manager, including each Independent Manager, as permitted under the Basic Documents and after the discharge in full of the System Restoration Bonds;
(b)the termination of the legal existence of the last remaining member of the Company or the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company unless the business of the Company is continued without dissolution in a manner permitted by the LLC Act or this Agreement; or
(c)the entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the LLC Act.
SECTION 9.03    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 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.
SECTION 9.04    Certificate of Cancellation. As soon as possible following the occurrence of any of the events specified in Section 9.02 and the completion of the winding up of the Company, the Person winding up the business and affairs of the Company, as an authorized Person, shall cause to be executed a Certificate of Cancellation of the Certificate of Formation and file the Certificate of Cancellation of the Certificate of Formation as required by the LLC Act.
SECTION 9.05    Winding Up. Upon the occurrence of any event specified in Section 9.02, 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 Member, or if there is no Member, the Managers, 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 9.06.
SECTION 9.06    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, in the process of winding-up, including, without limitation, debts and liabilities to the 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 Member.
SECTION 9.07    Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, the Member shall only be entitled to look solely to the assets of 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 Manager.
SECTION 9.08    Limitation on Liability. Except as otherwise provided by the LLC Act and except as otherwise characterized for tax and financial reporting purposes, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise,
    


shall be solely the debts, obligations and liabilities of the Company, and no Member or Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or a Manager.
ARTICLE X

INDEMNIFICATION
SECTION 10.01    Indemnity. Subject to the provisions of Section 10.04 hereof, to the fullest extent permitted by law, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the Company, by reason of the fact that such Person is or was a Manager, Member, officer, controlling Person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, partner, shareholder, controlling Person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Person in connection with the action, suit or proceeding if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such Person’s conduct was unlawful; provided that such Person shall not be entitled to indemnification if such judgment, penalty, fine or other expense was directly caused by such Person’s fraud, gross negligence or willful misconduct or, in the case of an Independent Manager, bad faith or willful misconduct.
SECTION 10.02    Indemnity for Actions By or In the Right of the Company. Subject to the provisions of Section 10.04 hereof, to the fullest extent permitted by law, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the rights of the Company to procure a judgment in its favor by reason of the fact that such Person is or was a Member, Manager, officer, controlling Person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, partner, shareholder, controlling Person, employee, legal representative or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such Person in connection with the defense or settlement of the actions or suit if such Person acted in good faith and in a manner which such Person reasonably believed to be in or not opposed to the best interests of the Company; provided that such Person shall not be entitled to indemnification if such judgment, penalty, fine or other expense was directly caused by such Person’s fraud, gross negligence or willful misconduct or, in the case of an Independent Manager, bad faith or willful misconduct. Indemnification may not be made for any claim, issue or matter as to which such Person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
SECTION 10.03    Indemnity If Successful. To the fullest extent permitted by law, the Company shall indemnify any Person who is or was a Manager, Member, officer, controlling Person, employee, legal representative or agent of the Company, or is or was serving at the request of the Company as a member, manager, director, officer, partner, shareholder, controlling Person, employee, legal representative or agent of another limited liability company,
    


corporation, partnership, joint venture, trust or other enterprise against expenses, including reasonable attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding referred to in Sections 10.01 and 10.02 or in defense of any claim, issue or matter therein, to the extent that such Person has been successful on the merits.
SECTION 10.04    Expenses. Any indemnification under Sections 10.01 and 10.02, as well as the advance payment of expenses permitted under Section 10.05 unless ordered by a court or advanced pursuant to Section 10.05 below, must be made by the Company only as authorized in the specific case upon a determination that indemnification of the Manager, Member, officer, controlling Person, employee, legal representative or agent is proper in the circumstances. The determination must be made:
(a)     by the Member if the Member was not a party to the act, suit or proceeding; or
(b)     if the Member was a party to the act, suit or proceeding by independent legal counsel in a written opinion.
SECTION 10.05    Advance Payment of Expenses. The expenses of each Person who is or was a Manager, Member, officer, controlling Person, employee, legal representative or agent, or is or was serving at the request of the Company as a member, manager, director, officer, partner, shareholder, controlling Person, employee, legal representative or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such Person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to be indemnified by the Company. The provisions of this Section 10.05 shall not affect any rights to advancement of expenses to which personnel other than the Member or the Managers (other than any Independent Manager) may be entitled under any contract or otherwise by law.
SECTION 10.06    Other Arrangements Not Excluded. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article X:
(a)     does not exclude any other rights to which a Person seeking indemnification or advancement of expenses may be entitled under any agreement, decision of the Member or otherwise, for either an action of any Person who is or was a Manager, Member, officer, controlling Person, employee, legal representative or agent, or is or was serving at the request of the Company as a member, manager, director, officer, partner, shareholder, controlling Person, employee, legal representative or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, in the official capacity of such Person or an action in another capacity while holding such position, except that indemnification and advancement, unless ordered by a court pursuant to Section 10.05 above, may not be made to or on behalf of such Person if a final adjudication established that its acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action; and
(b)     continues for a Person who has ceased to be a Member, Manager, officer, employee, legal representative or agent and inures to the benefit of the successors, heirs, executors and administrators of such a Person.
    


ARTICLE XI

MISCELLANEOUS PROVISIONS
SECTION 11.01    No Bankruptcy Petition; Dissolution.
(a)     To the fullest extent permitted by law, the Member, each Special Member and each Manager 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 Indenture and the payment in full of the System Restoration Bonds and any other amounts owed under the 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 11.01 shall constitute a waiver of any right to indemnification, reimbursement or other payment from the Company pursuant to this Agreement. This Section 11.01 is not intended to apply to the filing of a voluntary bankruptcy petition on behalf of the Company which is governed by Sections 1.08 and 1.09 of this Agreement.
(b)     To the fullest extent permitted by law, the Member, each Special Member and each Manager hereby covenants and agrees (or shall be deemed to have hereby covenanted and agreed) that, until the termination of the Indenture and the payment in full of the System Restoration Bonds and any other amounts owed under the Indenture, the Member, such Special Member and such Manager 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 Member, any Special Member or any Manager takes action in violation of this Section 11.01, 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 Member, the Special Member or Manager, 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 11.01 shall survive the termination of this Agreement and the resignation, withdrawal or removal of the Member, any Special Member or any Manager. Nothing herein contained shall preclude participation by the Member, any Special Member or a Manager in assertion or defense of its claims in any such proceeding involving the Company.
SECTION 11.02    Amendments.
(a)     The power to alter, amend or repeal this Agreement shall be only on the consent of the Member, provided, that:
(i)the Company shall not alter, amend or repeal any provision of Sections 1.02(b) and (c), 1.05, 1.07, 1.08, 3.01(b), 3.02, 6.06, 6.07, 7.02, 7.05, 7.06, 9.01, 9.02, 11.02 and 11.07 of this Agreement or the definition of an Independent Manager contained herein or the requirement that at all times the Company have at least one Independent Manager (collectively, the “Special Purpose Provisions”) without, in each case, the affirmative vote
    


of a majority of the Managers, which vote must include the affirmative vote of each Independent Manager;
(ii)the Company may amend Sections 4.01 (with respect to the Independent Manager Fee described in subsection (a)), 4.02, 5.04, and 7.03 of this Agreement, provided that if the contemplated amendment may in the judgment of the PUCT increase ongoing Qualified Costs, the Company must obtain the consent of the PUCT pursuant to Section 11.03; and
(iii)so long as any of the System Restoration Bonds are outstanding, the Company and the Member shall give written notice to each applicable Rating Agency and to the Indenture Trustee of any amendment to this Agreement, and the effectiveness of any amendment of the Special Purpose Provisions shall be subject to the Rating Agency Condition (other than an amendment which is: (x) necessary to cure any ambiguity; or (y) to correct or supplement any such provision in a manner consistent with the intent of this Agreement).
(b)     The Company’s power to alter or amend the Certificate of Formation shall be vested in the Member. Upon obtaining the approval of any amendment, supplement or restatement as to the Certificate of Formation, the Member on behalf of the Company shall cause a Certificate of Amendment or Amended and Restated Certificate of Formation to be prepared, executed and filed in accordance with the LLC Act.
(c)     Notwithstanding anything to the contrary contained in this Agreement (other than Section 11.03 but including this Section 11.02(a) and (b)), unless any System Restoration Bonds are outstanding, the Member may, without the need for any consent or action of, or notice to, any other Person, including any Manager, any officer, the Indenture Trustee or any Rating Agency, alter, amend or repeal this Agreement in any manner.
SECTION 11.03    PUCT Condition. Notwithstanding anything to the contrary in Section 11.02, no amendment or modification of Sections 4.01 (with respect to the Independent Manager Fee described in subsection (a)), 4.02, 5.04, and 7.03 of this Agreement shall be effective unless the process set forth in this Section 11.03 has been followed.
(a)     At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 11.02 above, the Member shall have delivered to the PUCT’s executive director and general counsel written notification of any proposed amendment or modification, which notification shall contain:
(i)a reference to Docket No. 52302;
(ii)an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and
(iii)a statement identifying the person to whom the PUCT or its staff is to address any response to the proposed amendment or modification or to request additional time.
(b)The PUCT or its staff shall, within thirty (30) days of receiving the notification complying with Section 11.03(a) above, either:
    


(i) provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the ongoing Qualified Costs related to the System Restoration Bonds,
(ii)provide notice of its consent or lack of consent to the person specified in Section 11.03(a)(iii) above, or
(iii)be conclusively deemed to have consented to the proposed amendment or modification,
unless, within thirty (30) days of receiving the notification complying with Section 11.03(a) above, the PUCT or its staff delivers to the office of the person specified in Section 11.03(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the PUCT or its staff requests an extension of time in the manner set forth in the preceding sentence, then the PUCT shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase ongoing qualified costs to the person specified in Section 11.03(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the PUCT shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty (30)-day period provided for in this Section 11.03(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.
(c)Following the delivery of a notice to the PUCT by the Member under Section 11.03(a) above, the Member shall have the right at any time to withdraw from the PUCT further consideration of any notification of a proposed amendment. Such withdrawal shall be evidenced by the prompt written notice thereof by the Member to the PUCT, the Indenture Trustee, the Independent Managers and the Servicer.
SECTION 11.04    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED 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.
SECTION 11.05    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 11.06    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 remainder of such provision (if any) or the remaining provisions hereof (unless such construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 11.07    Assigns. Each and all of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon and inure to the benefit of the Member, and its permitted successors and assigns.
    


SECTION 11.08    Enforcement by each Independent Manager. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member by each Independent Manager in accordance with its terms.
SECTION 11.09    Waiver of Partition; Nature of Interest. Except as otherwise expressly provided in this Agreement, to the fullest extent permitted by law, each of the Member and the Special Members hereby irrevocably waives any right or power that such Person 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 Member shall not have any interest in any specific assets of the Company, and the Member shall not have the status of a creditor with respect to any distribution pursuant to this Agreement.
SECTION 11.10    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 11.11    Benefits of Agreement; No Third-Party Rights. Except for the Indenture Trustee with respect to the Special Purpose Provisions and Persons entitled to indemnification hereunder, none of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or the Special Member. Nothing in this Agreement shall be deemed to create any right in any Person (other than the Indenture Trustee with respect to the Special Purpose Provisions and Persons entitled to indemnification hereunder) not a party hereto, and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third Person.
SECTION 11.12    Effectiveness. This Agreement shall be effective as of the date first set forth above.

[SIGNATURE PAGE FOLLOWS]
    


IN WITNESS WHEREOF, this Agreement is hereby executed by the undersigned as the sole Member of the Company and is effective as of the date first written above.

SOLE MEMBER:

ENTERGY TEXAS, INC.


By:         
    Name:    Eddie D. Peebles
    Title:    Vice President, Corporate Development


INDEPENDENT MANAGER:


            
Name:    Thomas Strauss



Signature Page to
Limited Liability Company Agreement of
Entergy Texas Restoration Funding II, LLC


SCHEDULE A
SCHEDULE OF CAPITAL CONTRIBUTIONS OF MEMBER

MEMBER’S
NAME

CAPITAL
CONTRIBUTION
MEMBERSHIP
INTEREST
PERCENTAGE

CAPITAL
ACCOUNT
Entergy Texas, Inc. $100 100% $100
    SCHEDULE A-1


SCHEDULE B
INITIAL MANAGERS
Eddie D. Peebles, Manager
Steven C. McNeal, Manager
Paul A. Scheurich, Manager
Thomas Strauss, Independent Manager
    SCHEDULE B-1


SCHEDULE C
INITIAL OFFICERS
Name Office
Eddie D. Peebles President and Chief Executive Officer
Steven C. McNeal Vice President and Treasurer
Dawn A. Balash Secretary
Mark A. Keppler Tax Officer
    SCHEDULE C-1


EXHIBIT A
MANAGEMENT AGREEMENT
             ___, 2022
Entergy Texas Restoration Funding II, LLC
Capital Center
919 Congress Avenue, Suite 840-C
Austin, Texas 78701

Re:     Management Agreement —Entergy Texas Restoration Funding II, LLC
Ladies and Gentlemen:
For good and valuable consideration, each of the undersigned Persons, who have been designated as managers of Entergy Texas Restoration Funding II, 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              ___, 2022 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “LLC Agreement”), hereby agree as follows:
1.     Each of the undersigned accepts such Person’s rights and authority as a Manager or, with respect to Thomas M. Strauss, as an Independent Manager under the LLC Agreement and agrees to perform and discharge such Person’s respective duties and obligations as a Manager or, with respect to Thomas M. Strauss, as an Independent Manager under the LLC Agreement, and further agrees that such rights, authorities, duties and obligations under the LLC Agreement shall continue until such Person’s successor as a Manager or Independent Manager, respectively, is designated or until such Person’s resignation or removal as a Manager or Independent Manager in accordance with the LLC Agreement. Each of the undersigned agrees and acknowledges that it has been designated as a “manager” of the Company within the meaning of the Delaware Limited Liability Company Act.
2.     Until a year and one day has passed since the date that the last obligation under the Basic Documents was paid, to the fullest extent permitted by law, each of the undersigned agrees, solely in its capacity as a creditor of the Company on account of any indemnification or other payment owing to the undersigned by the Company, not to 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 a 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.
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.
Capitalized terms used and not otherwise defined herein have the meanings set forth in the LLC Agreement.
    EXHIBIT A-1


This Management Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Management Agreement and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Management Agreement as of the day and year first above written.
    
Eddie D. Peebles, as a Manager

    
Steven C. McNeal, as a Manager

    
Paul A. Scheurich, as a Manager

    
Thomas Strauss, as an Independent Manager





    EXHIBIT A-2

Exhibit 24.1


ENTERGY TEXAS RESTORATION FUNDING II, LLC,
Issuer,
and
THE BANK OF NEW YORK MELLON,
Indenture Trustee and Securities Intermediary
______________________________
INDENTURE
Dated as of                  , 2022
______________________________




TABLE OF CONTENTS
Page
ARTICLE I
Definitions and Incorporation by Reference
SECTION 1.01. Definitions.    2
SECTION 1.02. Incorporation by Reference of Trust Indenture Act.    2
SECTION 1.03. Rules of Construction.     2
ARTICLE II
The System Restoration Bonds
SECTION 2.01. Form.     3
SECTION 2.02. Denominations; System Restoration Bonds.    3
SECTION 2.03. Execution, Authentication and Delivery.     4
SECTION 2.04. Temporary System Restoration Bonds.    5
SECTION 2.05. Registration; Registration of Transfer and Exchange of System Restoration Bonds.     5
SECTION 2.06. Mutilated, Destroyed, Lost or Stolen System Restoration Bonds.     7
SECTION 2.07. Persons Deemed Owner.    8
SECTION 2.08. Payment of Principal, Premium, if any, and Interest; Interest on Overdue Principal; Principal, Premium, if any, and Interest Rights Preserved.    8
SECTION 2.09. Cancellation.     9
SECTION 2.10. Outstanding Amount; Authentication and Delivery of System Restoration Bonds.    9
SECTION 2.11. Book-Entry System Restoration Bonds.    12
SECTION 2.12. Notices to Clearing Agency.    14
SECTION 2.13. Definitive System Restoration Bonds..    14
SECTION 2.14. CUSIP Number.    14
SECTION 2.15. Letter of Representations.     15
SECTION 2.16. [RESERVED]    15
SECTION 2.17. Tax Treatment.    15
SECTION 2.18. State Pledge.     15
SECTION 2.19. Security Interests.    16
ARTICLE III
Covenants
SECTION 3.01. Payment of Principal, Premium, if any, and Interest.     17
SECTION 3.02. Maintenance of Office or Agency.    18
SECTION 3.03. Money for Payments To Be Held in Trust.    18
SECTION 3.04. Existence.    19
SECTION 3.05. Protection of System Restoration Bond Collateral.    19
SECTION 3.06. Opinions as to System Restoration Bond Collateral.    20
SECTION 3.07. Performance of Obligations; Servicing; SEC Filings.    21
SECTION 3.08. Certain Negative Covenants.    24
SECTION 3.09. Annual Statement as to Compliance.     25
i


SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms.    25
SECTION 3.11. Successor or Transferee.    27
SECTION 3.12. No Other Business.    28
SECTION 3.13. No Borrowing.     28
SECTION 3.14. Servicer’s Obligations.     28
SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities.    28
SECTION 3.16. Capital Expenditures.     28
SECTION 3.17. Restricted Payments. .    28
SECTION 3.18. Notice of Events of Default.    29
SECTION 3.19. Further Instruments and Acts.    29
SECTION 3.20. [RESERVED]    29
SECTION 3.21. Inspection    29
SECTION 3.22. Sale Agreement, Servicing Agreement, and Administration Agreement Covenants.    29
SECTION 3.23. Taxes.    32
SECTION 3.24. Economic Sanctions.    32
ARTICLE IV
Satisfaction and Discharge; Defeasance
SECTION 4.01. Satisfaction and Discharge of Indenture; Defeasance.    32
SECTION 4.02. Conditions to Defeasance.    34
SECTION 4.03. Application of Trust Money    35
SECTION 4.04. Repayment of Moneys Held by Paying Agent.    36
ARTICLE V
Remedies
SECTION 5.01. Events of Default.    36
SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.    37
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.    38
SECTION 5.04. Remedies; Priorities.    40
SECTION 5.05. Optional Preservation of the System Restoration Bond Collateral.    41
SECTION 5.06. Limitation of Suits.    42
SECTION 5.07. Unconditional Rights of Holders To Receive Principal, Premium, if any, and Interest.    43
SECTION 5.08. Restoration of Rights and Remedies.    43
SECTION 5.09. Rights and Remedies Cumulative.    43
SECTION 5.10. Delay or Omission Not a Waiver.     43
SECTION 5.11. Control by Holders.     43
SECTION 5.12. Waiver of Past Defaults.     44
SECTION 5.13. Undertaking for Costs.     44
SECTION 5.14. Waiver of Stay or Extension Laws.    45
SECTION 5.15. Action on System Restoration Bonds.    45
ii


ARTICLE VI
The Indenture Trustee
SECTION 6.01. Duties of Indenture Trustee.    45
SECTION 6.02. Rights of Indenture Trustee.     47
SECTION 6.03. Individual Rights of Indenture Trustee.    50
SECTION 6.04. Indenture Trustee’s Disclaimer.     50
SECTION 6.05. Notice of Defaults.    50
SECTION 6.06. Reports by Indenture Trustee to Holders.    51
SECTION 6.07. Compensation and Indemnity.    52
SECTION 6.08. Replacement of Indenture Trustee and Securities Intermediary.    52
SECTION 6.09. Successor Indenture Trustee by Merger.    54
SECTION 6.10. Appointment of Co-Trustee or Separate Trustee.    54
SECTION 6.11. Eligibility; Disqualification.     55
SECTION 6.12. Preferential Collection of Claims Against Issuer.     55
SECTION 6.13. Representations and Warranties of Indenture Trustee.    56
SECTION 6.14. Annual Report by Independent Registered Public Accountants.    56
SECTION 6.15. Custody of System Restoration Bond Collateral..    56
ARTICLE VII
Holders’ Lists and Reports
SECTION 7.01. Issuer To Furnish Indenture Trustee Names and Addresses of Holders.     57
SECTION 7.02. Preservation of Information; Communications to Holders.    57
SECTION 7.03. Reports by Issuer.    57
SECTION 7.04. Reports by Indenture Trustee.    58
ARTICLE VIII
Accounts, Disbursements and Releases
SECTION 8.01. Collection of Money.     58
SECTION 8.02. Collection Account and REP Deposit Accounts.    59
SECTION 8.03. General Provisions Regarding the Collection Accounts.    63
SECTION 8.04. Release of System Restoration Bond Collateral.    64
SECTION 8.05. Opinion of Counsel.     65
SECTION 8.06. Reports by Independent Registered Public Accountants.     65
ARTICLE IX
SUPPLEMENTAL INDENTURES
SECTION 9.01. Supplemental Indentures Without Consent of Holders.    65
SECTION 9.02. Supplemental Indentures with Consent of Holders.    67
SECTION 9.03. PUCT Condition.     69
SECTION 9.04. Execution of Supplemental Indentures.    70
SECTION 9.05. Effect of Supplemental Indenture.     70
SECTION 9.06. Conformity with Trust Indenture Act.     70
SECTION 9.07. Reference in System Restoration Bonds to Supplemental Indentures.     70
ARTICLE X
Miscellaneous
iii


SECTION 10.01. Compliance Certificates and Opinions, etc.    71
SECTION 10.02. Form of Documents Delivered to Indenture Trustee.     72
SECTION 10.03. Acts of Holders.    73
SECTION 10.04. Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.    74
SECTION 10.05. Notices to Holders; Waiver.     75
SECTION 10.06. Rule 17g-5 Compliance.    76
SECTION 10.07. Conflict with Trust Indenture Act..    76
SECTION 10.08. Effect of Headings and Table of Contents.    76
SECTION 10.09. Successors and Assigns.    76
SECTION 10.10. Severability.     77
SECTION 10.11. Benefits of Indenture.     77
SECTION 10.12. Legal Holidays.    77
SECTION 10.13. GOVERNING LAW.     77
SECTION 10.14. Counterparts.     77
SECTION 10.15. Recording of Indenture.    77
SECTION 10.16. Issuer Obligation.     77
SECTION 10.17. No Recourse to Issuer.     78
SECTION 10.18. Basic Documents.     78
SECTION 10.19. No Petition.     78
SECTION 10.20. Securities Intermediary.     78
SECTION 10.21. Submission to Jurisdiction.     79
SECTION 10.22. Foreign Account Tax Compliance Act (FATCA).     79


iv


EXHIBITS AND SCHEDULES
EXHIBIT A    Form of System Restoration Bonds
EXHIBIT B    Form of Series Supplement
EXHIBIT C    Servicing Criteria to be Addressed by Indenture Trustee in Assessment of Compliance
APPENDIX
APPENDIX A    Definitions


v


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) N/A
314 (a) 3.09, 4.01, and 7.03(a)
(b) 3.06 and 4.01
(c)(1) 2.01, 4.01, 8.04(b) and 10.01(a)
(c)(2) 2.01, 4.01, 8.04(b) and 10.01(a)
(c)(3) 2.01, 4.01 and 10.01(a)
(d) 2.01, 8.04(b) and 10.01(a)
(e) 10.01(a)
(f) 10.01(a)
315 (a) 6.01(b)(i) and (ii)
(b) 6.05
(c) 6.01(a)
(d) 6.01(c)(iii)
(e) 5.13
316 (a) (last sentence) Appendix A – definition of “Outstanding”
(a)(1)(A) 5.11
(a)(1)(B) 5.12
(a)(2) N/A
(b) 5.07
(c) Appendix A – definition of “Record Date”
vi


317 (a)(1) 5.03(a)
(a)(2) 5.03(c)(iv)
(b) 3.03
318 (a) 10.07
(b) 10.07
(c) 10.07

**    “N.A.” shall mean “not applicable”.
THIS CROSS REFERENCE TABLE SHALL NOT, FOR ANY PURPOSE,
BE DEEMED TO BE PART OF THIS INDENTURE.
vii


This INDENTURE dated as of                       , 2022, by and between ENTERGY TEXAS RESTORATION FUNDING II, LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK MELLON, 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 the System Restoration Bonds issuable hereunder, which will be of substantially the tenor set forth herein and in the Series Supplement.
The System Restoration 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 System Restoration Bond Collateral. If and to the extent that such proceeds of Transition Property and the other System Restoration Bond Collateral are insufficient to pay all amounts owing with respect to the System Restoration 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 System Restoration Bonds, waive any such Claim.
All things necessary to (a) make the System Restoration 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 System Restoration 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 System Restoration 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 System Restoration Bonds, has hereby executed and delivered this Indenture and by these presents does hereby and under the Series Supplement 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, all and singular the property described in the Series Supplement (such property hereinafter referred to as the “System Restoration Bond Collateral”). The Series Supplement will more particularly describe the obligations of the Issuer secured by the System Restoration Bond Collateral.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED between the parties hereto that all System Restoration Bonds are to be issued, countersigned and delivered and that all of the System Restoration 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:



ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01. 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.
SECTION 1.02. 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 System Restoration 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.
SECTION 1.03. Rules of Construction. 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 in the United States of America 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; and
(vi)     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


ARTICLE II

THE SYSTEM RESTORATION BONDS
SECTION 2.01    Form. The System Restoration 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 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 the System Restoration Bonds, as evidenced by their execution of the System Restoration Bonds. Any portion of the text of any System Restoration Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the System Restoration Bond.
The System Restoration 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 the System Restoration Bonds, as evidenced by their execution of the System Restoration Bonds.
Each System Restoration Bond shall be dated the date of its authentication. The terms of the System Restoration Bonds set forth in Exhibit A are part of the terms of this Indenture.
SECTION 2.02    Denominations; System Restoration Bonds. The System Restoration Bonds shall be issuable in the Minimum Denomination.
The System Restoration Bonds may, at the election of and as authorized by a Responsible Officer of the Issuer, be issued in one or more Tranches, and shall be designated generally as the “System Restoration Bonds” of the Issuer, with such further particular designations added or incorporated in such title for the System Restoration Bonds of any particular Tranche as a Responsible Officer of the Issuer may determine. Each System Restoration Bond shall bear upon its face the designation so selected for the Tranche to which it belongs. All System Restoration Bonds shall be identical in all respects except for the denominations thereof, unless the System Restoration Bonds are comprised of one or more Tranches, in which case all System Restoration Bonds of the same Tranche shall be identical in all respects except for the denominations thereof. All System Restoration Bonds of a particular Tranche 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.
The System Restoration Bonds shall be created by the Series Supplement authorized by a Responsible Officer of the Issuer and establishing the terms and provisions of the System Restoration Bonds. The several Tranches thereof may differ as between Tranches, in respect of any of the following matters:
(1)     designation of the Tranches thereof;
(2)     the principal amount (and, if more than one Tranche is issued, the respective principal amounts of such Tranches);
(3)     the System Restoration Bond Interest Rate;
(4)     the Payment Dates;
3


(5)     the Scheduled Payment Dates;
(6)     the Scheduled Final Payment Date;
(7)     the Final Maturity Date;
(8)     the Closing Date;
(9)     the place or places for the payment of interest, principal and premium, if any;
(10)     the Minimum Denominations;
(11)     the Expected Amortization Schedule;
(12)     provisions with respect to the definitions set forth in Appendix A hereto;
(13)     whether or not the System Restoration Bonds are to be Book-Entry System Restoration Bonds and the extent to which Section 2.11 should apply;
(14)     to the extent applicable, the extent to which payments on the System Restoration Bonds of any Tranche are subordinate to or pari passu in right of payment of principal and interest to other Tranches;
(15) provisions with respect to application of the proceeds of the System Restoration Bonds including the payment of costs of issuing the System Restoration Bonds; and
(16)     any other provisions expressing or referring to the terms and conditions upon which the System Restoration Bonds of the applicable 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.
SECTION 2.03    Execution, Authentication and Delivery. The System Restoration Bonds shall be executed on behalf of the Issuer by any of its Responsible Officers. The signature of any such Responsible Officer on the System Restoration Bonds may be manual or facsimile.
System Restoration 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 System Restoration Bonds or did not hold such offices at the date of such System Restoration Bonds.
At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver System Restoration 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 System Restoration Bonds as in this Indenture provided and not otherwise.
No System Restoration Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such System Restoration Bond a certificate of authentication substantially in the form provided for therein executed by the
4


Indenture Trustee by the manual, electronic or facsimile signature of one of its authorized signatories, and such certificate upon any System Restoration Bond shall be conclusive evidence, and the only evidence, that such System Restoration Bond has been duly authenticated and delivered hereunder.
SECTION 2.04    Temporary System Restoration Bonds. Pending the preparation of Definitive System Restoration 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 System Restoration Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive System Restoration 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 System Restoration Bonds may determine, as evidenced by their execution of such System Restoration Bonds.
If Temporary System Restoration Bonds are issued, the Issuer will cause Definitive System Restoration Bonds to be prepared without unreasonable delay. After the preparation of Definitive System Restoration Bonds, the Temporary System Restoration Bonds shall be exchangeable for Definitive System Restoration Bonds upon surrender of the Temporary System Restoration 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 System Restoration Bonds, the System Restoration Bond Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive System Restoration Bonds of authorized denominations. Until so delivered in exchange, the Temporary System Restoration Bonds shall in all respects be entitled to the same benefits under this Indenture as Definitive System Restoration Bonds.
SECTION 2.05    Registration; Registration of Transfer and Exchange of System Restoration Bonds. The Issuer shall cause to be kept a register (the “System Restoration Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of System Restoration Bonds and the registration of transfers of System Restoration Bonds. The Indenture Trustee shall be “System Restoration Bond Registrar” for the purpose of registering System Restoration Bonds and transfers of System Restoration Bonds as herein provided. Upon any resignation of any System Restoration Bond Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of System Restoration Bond Registrar.
If a Person other than the Indenture Trustee is appointed by the Issuer as System Restoration Bond Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such System Restoration Bond Registrar and of the location, and any change in the location, of the System Restoration Bond Register, and the Indenture Trustee shall have the right to inspect the System Restoration 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 System Restoration Bond Registrar by a Responsible Officer thereof as to the names and addresses of the Holders and the principal amounts and number of such System Restoration Bonds (separately stated by Tranche).
Upon surrender for registration of transfer of any System Restoration 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 System Restoration Bonds in any Minimum Denominations, of the same Tranche and aggregate principal amount.
5


At the option of the Holder, System Restoration Bonds may be exchanged for other System Restoration Bonds in any Minimum Denominations, of the same Tranche and aggregate principal amount, upon surrender of the System Restoration Bonds to be exchanged at such office or agency as provided in Section 3.02. Whenever any System Restoration 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 System Restoration Bonds which the Holder making the exchange is entitled to receive.
All System Restoration Bonds issued upon any registration of transfer or exchange of other System Restoration Bonds shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the System Restoration Bonds surrendered upon such registration of transfer or exchange.
Every System Restoration 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 System Restoration 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 System Restoration 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 System Restoration Bond Registrar need not register transfers or exchanges of any System Restoration Bond that has been submitted within fifteen (15) days preceding the due date for any payment with respect to such System Restoration Bond until after such due date has occurred.
SECTION 2.06    Mutilated, Destroyed, Lost or Stolen System Restoration Bonds. If (i) any mutilated System Restoration Bond is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any System Restoration 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 System Restoration Bond Registrar or the Indenture Trustee that such System Restoration 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 System Restoration Bond, a replacement System Restoration Bond of like Tranche, tenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen System Restoration Bond, but not a mutilated System Restoration Bond, shall have become or within seven (7) days shall be due and payable, instead of issuing a replacement System Restoration Bond, the Issuer may pay such destroyed, lost or stolen System Restoration Bond when so due or payable without surrender thereof. If, after the delivery of such replacement System Restoration Bond or payment of a destroyed, lost or stolen System
6


Restoration Bond pursuant to the proviso to the preceding sentence, a Protected Purchaser of the original System Restoration Bond in lieu of which such replacement System Restoration Bond was issued presents for payment such original System Restoration Bond, the Issuer and the Indenture Trustee shall be entitled to recover such replacement System Restoration Bond (or such payment) from the Person to whom it was delivered or any Person taking such replacement System Restoration Bond from such Person to whom such replacement System Restoration 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 System Restoration Bond under this Section 2.06, the Issuer and/or the Indenture Trustee may require the payment by the Holder of such System Restoration 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 System Restoration Bond Registrar) connected therewith.
Every replacement System Restoration Bond issued pursuant to this Section 2.06 in replacement of any mutilated, destroyed, lost or stolen System Restoration Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen System Restoration 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 System Restoration 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 System Restoration Bonds.
SECTION 2.07    Persons Deemed Owner. Prior to due presentment for registration of transfer of any System Restoration Bond, the Issuer, the Indenture Trustee, the System Restoration Bond Registrar and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any System Restoration Bond is registered (as of the day of determination) as the owner of such System Restoration Bond for the purpose of receiving payments of principal of and premium, if any, and interest on such System Restoration Bond and for all other purposes whatsoever, whether or not such System Restoration 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.
SECTION 2.08    Payment of Principal, Premium, if any, and Interest; Interest on Overdue Principal; Principal, Premium, if any, and Interest Rights Preserved.
(a)The System Restoration Bonds shall accrue interest as provided in the Series Supplement at the applicable System Restoration 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 System Restoration Bond which is punctually paid or duly provided for on the applicable Payment Date shall be paid to the Person in whose name such System Restoration Bond (or one or more Predecessor System Restoration Bonds) is registered on the Record Date for such Payment Date by wire transfer to an account maintained by such Holder in accordance with payment instructions delivered to the Indenture Trustee by such Holder, except that with respect to Book-Entry System Restoration Bonds, payments will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global System Restoration Bond unless and until such Global System Restoration Bond is exchanged for Definitive System Restoration Bonds (in which event payments shall be made as provided above), and except for the final installment of principal and premium, if any,
7


payable with respect to such System Restoration Bond on a Payment Date which shall be payable as provided below.
(b)The principal of each System Restoration Bond of each Tranche shall be paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date as specified in the 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 Section 8.02(e). 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 System Restoration Bonds of a Tranche upon the Final Maturity Date for the System Restoration Bonds shall constitute a Default or Event of Default under this Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the System Restoration 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 Indenture Trustee or the Holders of the System Restoration Bonds representing not less than a majority of the Outstanding Amount of the System Restoration Bonds have declared the System Restoration 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 System Restoration Bonds shall be made pro rata to the Holders entitled thereto unless otherwise provided in the Series Supplement. The Indenture Trustee shall notify the Person in whose name a System Restoration 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 System Restoration Bond will be paid. Such notice shall be sent 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 System Restoration Bond and shall specify the place where such System Restoration Bond may be presented and surrendered for payment of such installment.
(c)If interest on the System Restoration Bonds is not paid when due, such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable System Restoration 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 send 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.
SECTION 2.09    Cancellation. All System Restoration 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 System Restoration Bonds previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all System Restoration Bonds so delivered shall be promptly canceled by the Indenture Trustee. No System Restoration Bonds shall be authenticated in lieu of or in exchange for any System Restoration Bonds canceled as provided in this Section 2.09, except as expressly permitted by this Indenture. All canceled System Restoration 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.
SECTION 2.10    Outstanding Amount; Authentication and Delivery of System Restoration Bonds. The aggregate Outstanding Amount of System Restoration Bonds
8


that may be authenticated and delivered under this Indenture shall not exceed the aggregate of the amounts of System Restoration Bonds that are authorized in the Financing Order.
System Restoration Bonds created and established by the Series Supplement may at any 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 System Restoration Bond or System Restoration Bonds:
(1)     Issuer Action. An Issuer Order authorizing and directing the authentication and delivery of the System Restoration Bonds by the Indenture Trustee and specifying the principal amount of System Restoration Bonds to be authenticated.
(2)     Authorizations. Copies of (x) the Financing Order 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 the Series Supplement and the execution, authentication and delivery of such System Restoration Bonds and (z) a duly executed Series Supplement for the System Restoration Bonds to be issued.
(3)     Opinions. An opinion or opinions, 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 Closing Date, in each case subject to the customary exceptions, qualifications and assumptions contained therein, to the collective effect, that (a) all conditions precedent provided for in this Indenture relating to (i) the authentication and delivery of the Issuer’s System Restoration Bonds and (ii) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture, have been complied with, and (b) the execution of the Series Supplement to this Indenture dated as of the date of this Indenture is permitted by this Indenture, together with the other Opinions of Counsel set forth in the Underwriting Agreement relating to the Issuer’s System Restoration Bonds.
(4)     Authorizing Certificate. An Officer’s Certificate, dated the Closing Date, of the Issuer certifying that (a) the Issuer has duly authorized the execution and delivery of this Indenture and the Series Supplement and the execution and delivery of the System Restoration Bonds and (b) that the Series Supplement for the System Restoration Bonds is in the form attached thereto, which Series Supplement shall comply with the requirements of Section 2.02.
(5)     The System Restoration 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 Financing Act and all other filings necessary to perfect the Grant of the System Restoration Bond Collateral to the Indenture Trustee and the Lien of this Indenture.
(6)     Certificates of the Issuer and the Seller.
(a)An Officer’s Certificate, dated as of the Closing Date:
(i)     to the effect that (A) the Issuer is not in Default under this Indenture and that the issuance of the System Restoration Bonds will not result in
9


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 System Restoration 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 System Restoration Bonds have been complied with;
(ii)     to the effect that the Issuer has not assigned any interest or participation in the System Restoration Bond Collateral except for the Grant contained in the Series Supplement; the Issuer has the power and right to Grant the System Restoration 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 System Restoration 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;
(iii)     to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06;
(iv)     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
(v)     stating that all filings with the PUCT, the Texas Secretary of State and the Delaware Secretary of State pursuant to the Financing Act, the UCC and the Financing Order relating to the System Restoration Bonds and all UCC financing statements with respect to the System Restoration Bond Collateral which are required to be filed by the terms of the Financing Order, the Financing Act, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required.
(b)An officer’s certificate from the Seller, dated as of the Closing 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:
(i) 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;
10


(ii) the attached copy of the Financing Order creating such Transition Property is true and complete and is in full force and effect; and
(iii) an amount equal to the Required Capital Level has been deposited or caused to be deposited by the Seller with the Indenture Trustee for crediting to the Capital Subaccount.
(7)     Accountant’s Certificate or Letter. One or more certificates or letters, addressed to the Issuer, 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 Public Company Accounting Oversight Board, and (b) with respect to the System Restoration Bond Collateral, they have applied such procedures as instructed by the addressees of such certificate or letter.
(8)     Rating Agency Condition. The Indenture Trustee shall receive evidence reasonably satisfactory to it that the System Restoration Bonds have received the ratings from the Rating Agencies required by the Underwriting Agreement as a condition to the issuance of the System Restoration Bonds.
(9)     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.
(10)     Required Capital Level. Evidence that the Required Capital Level has been credited to the Capital Subaccount.
(11)     Other Requirements. Such other documents, certificates, agreements, instruments or opinions as the Indenture Trustee may reasonably require.
SECTION 2.11    Book-Entry System Restoration Bonds. Unless the Series Supplement provides otherwise, all of the System Restoration 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, authenticate and deliver one or more Global System Restoration Bonds, evidencing the System Restoration Bonds which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such System Restoration 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 the System Restoration Bonds issued in Book-Entry Form shall receive a Definitive System Restoration Bond representing such Holder’s interest in any such System Restoration Bonds, except as provided in Section 2.13. Unless (and until) certificated, fully registered System Restoration Bonds (the “Definitive System Restoration Bonds”) have been issued to the Holders pursuant to Section 2.13 or pursuant to the Series Supplement relating thereto:
11


(a)the provisions of this Section 2.11 shall be in full force and effect;
(b)the Issuer, the Servicer, the Paying Agent, the System Restoration Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the System Restoration Bonds and the giving of instructions or directions hereunder) as the authorized representatives of the Holders;
(c)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;
(d)the rights of Holders of the System Restoration Bonds 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 System Restoration 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 System Restoration Bonds to such Clearing Agency Participants; and
(e)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 the System Restoration 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 the System Restoration Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.
The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any System Restoration Bonds (including any transfers between or among Clearing Agency Participants or beneficial owners of interests in any Global System Restoration Bonds) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by the Clearing Agency.
SECTION 2.12    Notices to Clearing Agency. Unless and until Definitive System Restoration Bonds shall have been issued to Holders pursuant to Section 2.13, whenever notice, payment, or other communications to the holders of Book-Entry System Restoration Bonds 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 to the Clearing Agency.
SECTION 2.13    Definitive System Restoration 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 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 System Restoration Bonds aggregating not less than a majority of the aggregate Outstanding Amount of the System Restoration Bonds maintained as Book-Entry System Restoration Bonds advise the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency
12


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, the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders in writing of the occurrence of any such event and of the availability of Definitive System Restoration Bonds to the Holders requesting the same. Upon surrender to the Indenture Trustee of the Global System Restoration Bonds 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 System Restoration Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the System Restoration 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 System Restoration Bonds, the Indenture Trustee shall recognize the Holders of the Definitive System Restoration Bonds as Holders hereunder.
Definitive System Restoration Bonds will be transferable and exchangeable at the offices of the System Restoration Bonds Registrar. With respect to any transfer of such Definitive System Restoration Bonds, the new Definitive System Restoration Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent.
SECTION 2.14    CUSIP Number. The Issuer in issuing any System Restoration Bond 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 System Restoration Bonds and that reliance may be placed only on the other identification numbers printed on the System Restoration Bonds. The Issuer shall promptly notify the Indenture Trustee in writing of any change in the CUSIP number with respect to any System Restoration Bond.
SECTION 2.15    Letter of Representations. Notwithstanding anything to the contrary in this Indenture or the Series Supplement, the parties hereto shall comply with the terms of each Letter of Representations applicable to such party.
SECTION 2.16    [RESERVED]
SECTION 2.17    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 System Restoration Bond, by acquiring any System Restoration 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 System Restoration Bonds qualify under applicable tax law as indebtedness of the Member secured by the System Restoration 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 System Restoration Bonds are outstanding, agree to treat the System Restoration Bonds as indebtedness of the Member secured by the System Restoration Bond Collateral unless otherwise required by appropriate taxing authorities.
SECTION 2.18    State Pledge. System Restoration Bonds are “transition bonds” as such term is defined in the Financing Act. Principal and interest due and payable on the System Restoration Bonds are payable from and secured primarily by Transition Property created and established by the Financing Order obtained from the Public Utility Commission of Texas pursuant to the Financing Act. Transition Property consists of the rights and interests of the Seller in the relevant Financing Order, including the right to impose, collect and recover
13


certain charges (defined in the Financing Act as “transition charges”, including such charges as set forth in Section 36.403(f)) to be included in regular electric utility bills of existing and future electric service customers within ETI’s Service Territory, as of the date of issuance of the Financing Order, or its successors or assigns, as more fully described in the Financing Order. 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 36.403 of the Financing Act, 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 System Restoration Bond by a Holder or the purchase of any beneficial interest in a System Restoration 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.
SECTION 2.19    Security Interests. The Issuer hereby makes the following representations and warranties.
(a)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 System Restoration 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 System Restoration 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;
(b)This Indenture constitutes a valid and continuing lien on, and first priority perfected security interest in, the System Restoration 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;
(c)With respect to all System Restoration Bond Collateral, this Indenture, together with the Series Supplement, creates a valid and continuing first priority perfected security interest (as defined in the UCC and as such term is used in the Financing Act) in such System Restoration Bond Collateral, which 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;
14


(d) The Issuer has good and marketable title to the System Restoration Bond Collateral free and clear of any Lien, claim or encumbrance of any Person other than Permitted Liens;
(e)All of the System Restoration Bond Collateral constitutes either Transition Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC) except that proceeds of the System Restoration Bond Collateral may also take the form of instruments;
(f)The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the System Restoration Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties;
(g)The 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 System Restoration Bond Collateral granted to the Indenture Trustee;
(h)The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the System Restoration Bond Collateral other than those filed in favor of the Indenture Trustee;
(i)The Issuer is not aware of any judgment or tax Lien filings against the Issuer;
(j)The Collection Account (including all subaccounts thereof)(other than cash) constitutes a “securities account” within the meaning of the UCC;
(k)The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the person having a security entitlement against the Securities Intermediary in such securities account, the Collection Account is not in the name of any person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary to comply with entitlement orders of any person other than the Indenture Trustee;
(l)All of the System Restoration Bond 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 (other than cash) as “financial assets” within the meaning of the UCC. Accordingly, the Indenture 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; and
(m)The representations and warranties set forth in this Section 2.19 shall survive the execution and delivery of this Indenture and the issuance of any System Restoration Bonds, shall be deemed re-made on each date on which any funds in the Collection Account are distributed to Issuer or otherwise released from the Lien of this Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.
15


ARTICLE III

COVENANTS
SECTION 3.01    Payment of Principal, Premium, if any, and Interest. The principal of and premium, if any, and interest on the System Restoration Bonds shall be duly and punctually paid by the Issuer, or the Servicer on behalf of the Issuer, in accordance with the terms of the System Restoration Bonds and this Indenture; provided that except on a Final Maturity Date or upon the acceleration of the System Restoration Bonds following the occurrence of an Event of Default, the Issuer shall only be obligated to pay the principal of such System Restoration Bonds on each Payment Date therefor to the extent moneys are available for such payment pursuant to Section 8.02. Amounts properly withheld under the Code or other tax laws by any Person from a payment to any Holder of interest or principal or premium, if any, shall be considered as having been paid by the Issuer to such Holder for all purposes of this Indenture.
SECTION 3.02    Maintenance of Office or Agency. The Issuer shall maintain in the Borough of Manhattan, the City of New York, an office or agency at the Corporate Trust Office where System Restoration Bonds may be surrendered for registration of transfer or exchange. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders may be made at the office of the Indenture Trustee located at the Corporate Trust Office, and the Issuer hereby appoints the Indenture 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 System Restoration Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments with respect to any System Restoration Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02.
Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will:
(i)     hold all sums held by it for the payment of amounts due with respect to the System Restoration 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;
(ii)     give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge (and if the Indenture Trustee is the Paying Agent, a Responsible Officer of the Paying Agent has actual knowledge) in the making of any payment required to be made with respect to the System Restoration Bonds;
16


(iii)     at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;
(iv)     immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of System Restoration Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and
(v)     comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any System Restoration Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.
The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture 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 Indenture 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 Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any System Restoration Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.16, the Holder of such System Restoration Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the 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 thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the expense of the 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 Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).
SECTION 3.04    Existence. The Issuer shall keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the 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 Indenture, the other Basic Documents, the System Restoration Bonds, the System Restoration Bond Collateral and each other instrument or agreement referenced herein or therein.
SECTION 3.05    Protection of System Restoration Bond Collateral. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all filings with the PUCT or the Texas Secretary of State pursuant to the Financing Order or
17


to the Financing Act and all financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:
(i)     maintain or preserve the Lien and security interest (and the priority thereof) of this Indenture and the Series Supplement 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 Indenture;
(iii)     enforce any of the System Restoration Bond Collateral;
(iv)     preserve and defend title to the System Restoration Bond Collateral and the rights of the Indenture Trustee and the Holders in such System Restoration Bond Collateral against the Claims of all Persons and parties, including, without limitation, the challenge by any party to the validity or enforceability of the Financing Order, any Tariff, the Transition Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the PUCT or the State of Texas of any of its obligations or duties under the Financing Act, the State Pledge, or the Financing Order or any Tariff; or
(v)     pay any and all taxes levied or assessed upon all or any part of the System Restoration Bond Collateral.
The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute or authorize, as the case may be, any filings with the PUCT or the Texas Secretary of State, financing statements, continuation statements or other instrument required pursuant to this Section 3.05 and the Indenture Trustee is specifically authorized to file financing statements covering the System Restoration Bond Collateral, including, without limitation, financing statements that describe the System Restoration Bond Collateral as “all assets” or “all personal property” of the Issuer. Notwithstanding the foregoing authorization, in no event shall the Indenture Trustee have any obligation or duty to prepare or file financing statements or continuation statements.
SECTION 3.06    Opinions as to System Restoration Bond Collateral.
(a)On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of Independent counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any filings with the PUCT or the Texas Secretary of State pursuant to the Financing Act and the Financing Order and any financing statements and continuation statements, as are necessary to perfect and make effective the Lien, and the perfected security interest created by this Indenture and the Series Supplement and reciting the details of such action and, based on a review of a current report of the appropriate governmental filing office, no other financing statement has been filed under the applicable Uniform Commercial Code, or stating that, in the opinion of such counsel, no such action is necessary to make effective such Lien and security interest.
(b)Within ninety (90) days after the beginning of each calendar year beginning with the calendar year beginning January 1, 2023, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the 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 Indenture, any indentures supplemental hereto and any other
18


requisite documents and with respect to the execution and filing of any filings with the PUCT or the Texas Secretary of State pursuant to the Financing Act 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 Indenture and the Series Supplement, 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 Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the PUCT or the Texas Secretary of State, 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 Indenture and the Series Supplement.
(c)Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the PUCT and the Texas Secretary of State pursuant to the Financing Act or the Financing Order, have been executed and filed that are necessary fully to maintain the Lien and security interest of the Issuer and the Indenture Trustee in the Transition Property and the System Restoration Bond Collateral, respectively, 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 maintain such Lien and security interest.
SECTION 3.07    Performance of Obligations; Servicing; SEC Filings.
(a)The Issuer (i) shall diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the System Restoration Bond Collateral and (ii) shall not take any action and shall use its best 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 provided in this Indenture, the Series Supplement, the Sale Agreement, the Servicing Agreement or such other instrument or agreement.
(b)The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee herein or in an Officer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.
(c)The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the Series Supplement, the other Basic Documents and in the instruments and agreements included in the System Restoration Bond Collateral, including filing or causing to be filed all filings with the PUCT or the Texas Secretary of State pursuant to the Financing Act or the Financing Order, all UCC financing statements and continuation statements required to be filed by it by the terms of this Indenture, the Series Supplement, the Sale Agreement and the Servicing Agreement in accordance with and within the time periods provided for herein and therein.
(d)If the Issuer shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement, the Issuer shall promptly give written notice thereof to the Indenture Trustee and the Rating Agencies, and shall specify in such notice the response or
19


action, if any, the Issuer has taken or is taking with respect to 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 Transition Property, the System Restoration Bond Collateral or the Transition Charges, the Issuer shall take all reasonable steps available to it to remedy such failure.
(e)As promptly as possible after the giving of notice of termination to the Servicer and the Rating Agencies of the Servicer’s rights and powers pursuant to Section 7.01 of the Servicing Agreement, the Indenture Trustee shall, at the written direction of the Holders evidencing not less than a majority of the Outstanding Amount of the System Restoration Bonds, appoint a successor Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Issuer and the Indenture Trustee. A Person shall qualify as a Successor Servicer only if such Person satisfies the requirements of the Servicing Agreement. If within thirty (30) days after the delivery of the notice referred to above, a new Servicer shall not have been appointed, the Indenture Trustee may petition the PUCT or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, ETI may make such arrangements for the compensation of such Successor Servicer as it and such successor shall agree, subject to the limitations set forth in Section 8.02 and in the Servicing Agreement.
(f)Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Indenture Trustee shall promptly notify the Issuer, the Holders and the Rating Agencies. As soon as a Successor Servicer is appointed, the Indenture Trustee shall notify the Issuer, the Holders and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer.
(g)The Issuer shall (or shall cause the Depositor to) post on its website and, to the extent consistent with the Issuer’s and the Depositor’s obligations under applicable law, file with or furnish to the SEC 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 Indenture Trustee to post on its website for investors the following information (other than any such information filed with the SEC and publicly available to investors unless the Issuer specifically requests such items to be posted) with respect to the Outstanding System Restoration Bonds, in each case to the extent such information is reasonably available to the Issuer:
(i)     the final Prospectus for the System Restoration Bonds;
(ii)     statements of any remittances of Transition Charges made to the Indenture Trustee (to be included in a Form 10-D or Form 10-K, or successor forms thereto);
(iii)     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);
(iv)     a statement showing the balance of Outstanding System Restoration Bonds that reflects the actual periodic payments made on the System Restoration Bonds during the applicable period (to be included in the next Form 10-D or Form 10-K filed, or successor forms thereto);
(v)     the Semi-Annual Servicer’s Certificate and the Monthly Servicer’s Certificate which are required to be submitted pursuant to the
20


Servicing Agreement (to be filed with a Form 10-D, Form 10-K or Form 8-K, or successor forms thereto);
(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 System Restoration Bonds (to be filed or furnished in a Form 8-K, or successor forms thereto);
(ix)     any reports and other information that the Issuer is required to file with the SEC under the Securities Exchange Act of 1934; and
(x)     a quarterly statement either affirming that, to the Issuer’s or the Sponsor’s knowledge, as applicable, in all material respects, for each materially significant REP, if any (to be included in each Form 10-D and each Form 10-K, or successor forms thereto) (A) each such REP has been billed in compliance with the requirements outlined in the Financing Order, (B) each such REP has made payments in compliance with the requirements outlined in the Financing Order, and (C) each such REP satisfies the creditworthiness requirements of the Financing Order, or if clauses (A), (B) and (C) has not occurred, such quarterly statements shall describe the Servicer’s actions.
Notwithstanding the foregoing, nothing herein shall preclude the Issuer from voluntarily suspending or terminating its filing obligations as Issuer with the SEC to the extent permitted by applicable law.
The address of the Indenture Trustee’s website for investors is https://gctinvestorreporting.bnymellon.com. The Indenture Trustee shall promptly notify the Issuer, the Bondholders and the Rating Agencies of any change to the address of the website for investors.
(h)The Issuer shall make all filings required under the Financing Act relating to the transfer of the ownership or security interest in the Transition Property other than those required to be made by the Seller or the Servicer pursuant to the Basic Documents.
SECTION 3.08    Certain Negative Covenants. So long as any System Restoration Bonds are Outstanding, the Issuer shall not:
(i)     except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the System Restoration Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V;
(ii)     claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the System Restoration 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 Holder by reason of the payment of the taxes levied or assessed upon any part of the System Restoration Bond Collateral;
21


(iii)     terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10;
(iv)     (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the System Restoration Bonds under this Indenture except as may be expressly permitted hereby, (B) permit any Lien (other than the Lien of this Indenture or the Series Supplement) to be created on or extend to or otherwise arise upon or burden the System Restoration Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due) or (C) permit the Lien of the Series Supplement not to constitute a valid first priority perfected security interest in the System Restoration Bond Collateral;
(v)     enter into any swap, hedge or similar financial instrument;
(vi)     elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal 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 owner of the Issuer;
(vii)     change its name, identity or structure or the location of its chief executive office, unless at least ten (10) days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement;
(viii)     take any action which is subject to the Rating Agency Condition without satisfying the Rating Agency Condition;
(ix)     except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or
(x)     issue any System Restoration Bonds under the Financing Act or any similar law (other than the System Restoration Bonds).
SECTION 3.09    Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee and the Rating Agencies not later than March 31 of each year (commencing with March 31, 2023), an Officer’s Certificate stating, as to the Responsible Officer signing such Officer’s Certificate, that:
(i)     a review of the activities of the Issuer during the preceding twelve (12) months ended December 31 (or, in the case of the first such Officer’s Certificate, since the Closing Date) and of performance under this Indenture has been made; and
(ii)     to the best of such Responsible Officer’s knowledge, based on such review, the Issuer has in all material respects complied with all conditions and covenants under this Indenture throughout such twelve-month period (or such shorter period in the case of the first such Officer’s Certificate), or, if there has been a default in
22


the compliance of any such condition or covenant, specifying each such default known to such Responsible Officer and the nature and status thereof.
SECTION 3.10    Issuer May Consolidate, etc., Only on Certain Terms.
(a)The Issuer shall not consolidate or merge with or into any other Person, unless:
(i)     the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture and the Series Supplement on the part of the Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party;
(ii)     immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing;
(iii)     the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation;
(iv)     the Issuer shall have delivered to ETI, the Indenture Trustee and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to ETI, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph) to the effect that the consolidation or merger will not result in a material adverse federal or State income tax consequence to the Issuer, ETI, the Indenture Trustee or the then existing Bondholders;
(v)     any action as is necessary to maintain the Lien and the perfected security interest in the System Restoration Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and
(vi)     the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of Independent counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture, the Series Supplement and that all conditions precedent herein provided for in this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the Exchange Act).
(b)Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the System Restoration Bond Collateral, to any Person, unless:
(i)     the Person that acquires the properties and assets of the 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 or any
23


State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein and in the Series Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, (D) unless otherwise provided in the supplemental indenture referred to in clause (B) above, expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the Series Supplement and the System Restoration Bonds, (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the System Restoration Bonds and (F) if such sale, conveyance, exchange, transfer or disposal relates to the Issuer’s rights and obligations under the Sale Agreement or the Servicing Agreement, assume all obligations and succeed to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable;
(ii)     immediately after giving effect to such transaction, no Default, Event of Default or Servicer Default shall have occurred and be continuing;
(iii)     the Rating Agency Condition shall have been satisfied with respect to such transaction;
(iv)     the Issuer shall have delivered to ETI, the Indenture Trustee and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to ETI, and which may be based on a ruling from the Internal Revenue Service) to the effect that, that the consolidation or merger will not result in a material adverse federal or State income tax consequence to the Issuer, ETI, the Indenture Trustee or the then existing Bondholders;
(v)     any action as is necessary to maintain the Lien and the first priority perfected security interest in the System Restoration Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of Independent counsel of the Issuer delivered to the Indenture Trustee; and
(vi)     the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of Independent counsel of the Issuer each stating that such sale, conveyance, exchange, transfer or other disposition and such supplemental indenture comply with this Indenture and the Series Supplement and that all conditions precedent herein provided for in this Section 3.10(b) with respect 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 Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.
24


(b)Except as set forth in Section 6.07, upon a sale, conveyance, exchange, transfer or other disposition of all the assets and properties of the Issuer in accordance with Section 3.10(b), the Issuer will be released from every covenant and agreement of this Indenture and the other Basic Documents to be observed or performed on the part of the Issuer with respect to the System Restoration Bonds and the Transition Property immediately following the consummation of such acquisition upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuer is to be so released.
SECTION 3.12    No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning and managing the Transition Property and the other System Restoration Bond Collateral and the issuance of the System Restoration Bonds in the manner contemplated by the Financing Order and this Indenture and the Basic Documents and activities incidental thereto.
SECTION 3.13    No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the System Restoration Bonds and any other indebtedness expressly permitted by or arising under the Basic Documents.
SECTION 3.14    Servicer’s Obligations. The Issuer shall enforce the Servicer’s compliance with and performance of all of the Servicer’s material obligations under the Servicing Agreement.
SECTION 3.15    Guarantees, Loans, Advances and Other Liabilities. Except as otherwise contemplated by the Sale Agreement, the Servicing Agreement or this Indenture, the 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.
SECTION 3.16    Capital Expenditures. Other than the purchase of Transition Property from the Seller on the Closing Date, the Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).
SECTION 3.17    Restricted Payments. Except as provided in Section 8.04(c), the Issuer shall not, directly or indirectly, (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 an interest in the Issuer or otherwise with respect to any ownership or equity interest or similar security in or of the Issuer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar 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 or would be caused thereby, the Issuer may make, or cause to be made, any such distributions to any owner of an interest in the Issuer or otherwise with respect to any ownership or equity interest or similar security in or of the Issuer using funds distributed to the Issuer pursuant to Section 8.02(e)(x) to the extent that such distributions would not cause the balance of the Capital Subaccount to decline below the Required Capital Level. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the other Basic Documents.
SECTION 3.18    Notice of Events of Default. The Issuer agrees to give the Indenture Trustee, the PUCT and the Rating Agencies prompt written notice of each Default or
25


Event of Default hereunder as provided in Section 5.01, 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 3.19    Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer shall 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 Indenture and to maintain the first priority perfected security interest of the Indenture Trustee in the System Restoration Bond Collateral.
SECTION 3.20    [RESERVED]
SECTION 3.21    Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent registered public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and Independent registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture 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 Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit (a) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuer, provided such parties are rightfully in possession of such information, (b) disclosure of any and all information (i) if required to do so by any applicable statute, law, rule or regulation, (ii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court or regulatory authority exercising its proper jurisdiction, (iii) in any preliminary or final offering circular, registration statement or other document a copy of which has been filed with the SEC, (iv) to any affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same, provided that such parties agree to be bound by the confidentiality provisions contained in this Section 3.21 or (v) to any Rating Agency, or (c) any other disclosure authorized by the Issuer.
SECTION 3.22    Sale Agreement, Servicing Agreement, and Administration Agreement Covenants.
(a)The Issuer agrees to take all such lawful actions to enforce its rights under the Sale Agreement, the Servicing Agreement and the Administration Agreement to compel or secure the performance and observance by the Seller, the Servicer, the Administrator and ETI of each of their respective obligations to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement and the Administration Agreement in accordance with the terms thereof. So long as no Event of Default occurs and is continuing, but subject to Section 3.22(f), the Issuer may exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement and the Administration Agreement. Notwithstanding the foregoing, the Sale Agreement, the Administration Agreement and the Servicing Agreement may be amended in accordance with the provisions thereof with ten (10) Business Days’ prior written notice given to the Rating Agencies, and, solely with respect to the Servicing Agreement, the prior written consent of the Indenture Trustee (subject to, and given in reliance on, the Opinion of Counsel delivered in accordance with Section 8.01(a) of the Servicing Agreement) and, if the contemplated amendment may in the judgment of the PUCT increase ongoing Qualified Costs, the consent of
26


the PUCT, but without the consent of the Holders, (i) to cure any ambiguity, to correct or supplement any provisions in the applicable agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in such agreement or of modifying in any manner the rights of the Holders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Issuer and the Indenture Trustee, adversely affect in any material respect the interests of any Holder or (ii) to conform the provisions of the applicable agreement to the description of such agreement in the Prospectus. In the case of an amendment described in the preceding sentence, the Issuer shall furnish copies of such amendment to the Rating Agencies promptly after execution thereof.
(b)If an Event of Default occurs and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of Holders of a majority of the Outstanding Amount of the System Restoration Bonds of all Tranches affected thereby shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, ETI, the Administrator and the Servicer, as the case may be, under or in connection with the Sale Agreement, the Servicing Agreement and the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, ETI, the Administrator or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the Servicing Agreement and the Administration Agreement, and any right of the Issuer to take such action shall be suspended.
(c)Except as set forth in Section 3.22(e), with the prior written consent of the Indenture Trustee (subject to the delivery of the Opinion of Counsel set forth in the last paragraph of this Section 3.22) and the consent of the PUCT (with respect to amendments that would increase ongoing Qualified Costs as defined in the Financing Order) pursuant to Section 9.03, the Administration Agreement, the Sale Agreement and the Servicing Agreement may be amended in accordance with the provisions thereof, so long as the Rating Agency Condition is satisfied in connection therewith, at any time and from time to time, without the consent of the Holders of System Restoration Bonds; provided that such amendment, as evidenced by an Opinion of Counsel of Independent counsel of the Issuer, shall not adversely affect the interest of any Holder of System Restoration Bonds in any material respect.
(d)Except as set forth in Section 3.22(e), if the Issuer, the Seller, ETI, the Administrator, the Servicer or any other party to the respective agreement proposes to amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of the Sale Agreement, the Administration Agreement, or the Servicing Agreement, or waive timely performance or observance by the Seller, ETI, the Administrator or the Servicer under the Sale Agreement, the Administration Agreement or the Servicing Agreement, in each case in such a way as would materially and adversely affect the interests of any Holder of System Restoration Bonds, the Issuer shall first notify the Rating Agencies of the proposed amendment, modification, waiver, supplement, termination or surrender and shall promptly notify the Indenture Trustee and the PUCT in writing and the Indenture Trustee shall notify the Holders of the System Restoration Bonds of the proposed amendment, modification, waiver, supplement, termination or surrender and whether the Rating Agency Condition has been satisfied with respect thereto. The Indenture Trustee shall consent to such proposed amendment, modification, waiver, supplement, termination or surrender only if the Rating Agency Condition is satisfied and only with the prior written consent of the Holders of a majority of the Outstanding Amount of System Restoration Bonds of the Tranches materially and adversely affected thereby and, if the proposed amendment, modification, waiver, supplement, termination or surrender would increase ongoing Qualified Costs as defined in the Financing Order, the consent of the PUCT pursuant to Section 9.03. If any such amendment, modification, waiver, supplement, termination or surrender shall be so consented to by the Indenture Trustee or such Holders, the Issuer agrees to
27


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.
(e)If the Issuer or the Servicer proposes to amend, modify, waive, supplement, terminate or surrender, or to agree to any amendment, modification, supplement, termination, waiver or surrender of, the process for True-Up Adjustments, the Issuer shall notify the PUCT and the Indenture Trustee in writing and the Indenture Trustee shall notify the Holders of the System Restoration Bonds of such proposal and the Indenture Trustee shall consent thereto only with the consent of the PUCT pursuant to Section 9.03 and the prior written consent of the Holders of a majority of the Outstanding Amount of System Restoration Bonds of the Tranches affected thereby and only if the Rating Agency Condition has been satisfied with respect thereto.
(f)Promptly following a default by the Seller under the Sale Agreement, by the Administrator under the Administration Agreement or the occurrence of a Servicer Default under the Servicing Agreement, and at the Issuer’s expense, the Issuer agrees to take all such lawful actions as the Indenture Trustee may request to compel or secure the performance and observance by each of the Seller, ETI, the Administrator or the Servicer of their obligations under and in accordance with the Sale Agreement, the Servicing Agreement and the Administration Agreement, as the case may be, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with such agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of any default by the Seller, ETI, the Administrator or the Servicer, respectively, thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance of their obligations under the Sale Agreement, the Servicing Agreement or the Administration Agreement, as applicable.
(g)Before consenting to any amendment, modification, supplement, termination, waiver or surrender in any Basic Document, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such action is authorized or permitted by this Indenture and all conditions precedent to such amendment have been satisfied.
SECTION 3.23    Taxes. So long as any of the System Restoration Bonds are Outstanding, the Issuer shall pay or cause to be paid all 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 System Restoration Bond Collateral; provided that no such tax need be paid if the Issuer is contesting or causing to be contested the same in good faith by appropriate proceedings promptly instituted and diligently conducted and if the Issuer has established appropriate reserves as shall be required in conformity with generally accepted accounting principles.
SECTION 3.24    Economic Sanctions. (a) The Issuer covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject of any sanctions enforced by the U.S. Government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively “Sanctions”).
(b)The Issuer covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will directly or indirectly use any payments made pursuant to this agreement, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate
28


any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner that will result in a violation of Sanctions by any person.
ARTICLE IV

SATISFACTION AND DISCHARGE; DEFEASANCE
SECTION 4.01    Satisfaction and Discharge of Indenture; Defeasance.
(a)This Indenture shall cease to be of further effect with respect to the System Restoration Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the System Restoration Bonds, when:
(i)     either
(A)     all System Restoration Bonds theretofore authenticated and delivered (other than (1) System Restoration Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) System Restoration Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or
(B)     either (1) the Scheduled Final Payment Date has occurred with respect to all System Restoration Bonds not theretofore delivered to the Indenture Trustee for cancellation or (2) such System Restoration Bonds will be due and payable on their respective Scheduled Final Payment Dates within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (i) cash and/or (ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on such System Restoration Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to such System Restoration Bonds when scheduled to be paid and to discharge the entire indebtedness on such System Restoration Bonds when due;
(ii)     the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the System Restoration Bonds; and
(iii)     the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel of Independent counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to System Restoration Bonds have been complied with.
(b)Subject to Sections 4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the System Restoration 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, 3.17, 3.18 and 3.19 and the operation of Section 5.01(iii) (“Covenant
29


Defeasance Option”) with respect to the System Restoration Bonds. The Issuer may exercise the Legal Defeasance Option with respect to the System Restoration Bonds notwithstanding its prior exercise of the Covenant Defeasance Option.
If the Issuer exercises the Legal Defeasance Option, the maturity of the System Restoration Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance Option, the maturity of the System Restoration Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii).
Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments 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 System Restoration Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until the System Restoration Bonds as to which this 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 Issuer may exercise the Legal Defeasance Option or the Covenant Defeasance Option with respect to any of the System Restoration Bonds only if:
(a)the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (i) cash and/or (ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the System Restoration Bonds not therefore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the System Restoration Bonds when scheduled to be paid and to discharge the entire indebtedness on the System Restoration Bonds when due;
(b)the Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of Independent registered public accountants expressing its opinion that the payments of principal and interest when due and without reinvestment of 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 System Restoration Bonds (i) principal in accordance with the Expected Amortization Schedule therefor, (ii) interest when due and (iii) all other sums payable hereunder by the Issuer with respect to such System Restoration Bonds;
(c)in the case of the Legal Defeasance Option, ninety-five (95) days pass after the deposit is made and during the ninety-five (95)-day period no Default specified in Section 5.01(v) or (vi) occurs which is continuing at the end of the period;
30


(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 Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel of Independent tax counsel of the Issuer stating that (i) the 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 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 System Restoration 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 Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel of Independent tax counsel of the Issuer to the effect that the Holders of the System Restoration 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;
(g)the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the satisfaction and discharge of the System Restoration Bonds to the extent contemplated by this Article IV have been complied with;
(h)the Issuer delivers to the Indenture Trustee an Opinion of Counsel of Independent counsel of the Issuer to the effect that (i) in a case under the Bankruptcy Code in which ETI (or any of its Affiliates, other than the Issuer) is the debtor, the court would hold that the deposited moneys or U.S. Government Obligations would not be in the bankruptcy estate of ETI (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government Obligations); and (ii) in the event ETI (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government Obligations) were to be a debtor in a case under the Bankruptcy Code, the court would not disregard the separate legal existence of ETI (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government Obligations) and the Issuer so as to order substantive consolidation under the Bankruptcy Code of the Issuer’s assets and liabilities with the assets and liabilities of ETI or such other Affiliate; and
(i)the Rating Agency Condition shall have been satisfied with respect to the exercise of any Legal Defeasance Option or Covenant Defeasance Option.
Notwithstanding any other provision of this Section 4.02, no delivery of moneys or U.S. Government Obligations to the Indenture Trustee shall terminate any obligation of the Issuer to the Indenture Trustee under this Indenture or the Series Supplement or any obligation of the Issuer to apply such moneys or U.S. Government Obligations under Section 4.03 until principal of and premium, if any, and interest on the System Restoration Bonds shall have been paid in accordance with the provisions of this Indenture and the Series Supplement.
SECTION 4.03    Application of Trust Money. All moneys or U.S. Government Obligations deposited with the Indenture Trustee pursuant to Section 4.01 or 4.02 shall be held in trust and applied by it, in accordance with the provisions of the System Restoration Bonds and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular System Restoration Bonds for the payment of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal, premium, if any, and
31


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. Notwithstanding anything to the contrary in this Article IV, the Indenture Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any moneys or U.S. Government Obligations held by it pursuant to Section 4.02 which, in the opinion of a nationally recognized firm of Independent registered public accountants expressed in a written certification thereof delivered to the Indenture Trustee (and not at the cost or expense of the Indenture Trustee), are in excess of the amount thereof which would be required to be deposited for the purpose for which such moneys or U.S. Government Obligations were deposited, provided that any such payment shall be subject to the satisfaction of the Rating Agency Condition.
SECTION 4.03    Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture or the Covenant Defeasance Option or Legal Defeasance Option with respect to the System Restoration Bonds, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such System Restoration Bonds shall, upon demand of the Issuer, be paid to the Indenture 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.
ARTICLE V

REMEDIES
SECTION 5.01    Events of Default. “Event of Default” wherever used herein, means any one or more 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):
(i)     default in the payment of any interest on any System Restoration Bond when the same becomes due and payable (whether such failure to pay interest is caused by a shortfall in Transition Charges received or otherwise), and such default shall continue for a period of five (5) Business Days; or
(ii)     default in the payment of the then unpaid principal of any System Restoration Bond of any Tranche on the Final Maturity Date for such Tranche; or
(iii)     default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than defaults specified in clauses (i) or (ii) above), and such default shall continue or not be cured, for a period of thirty (30) days after the earlier of (A) the date that there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25 percent of the Outstanding Amount of the System Restoration Bonds, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder or (B) the date that the Issuer has actual knowledge of the default; or
(iv)     any representation or warranty of the Issuer made in this 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 the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, within thirty (30) days after the earlier of (A) the date that there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the
32


Issuer and the Indenture Trustee by the Holders of at least 25 percent of the Outstanding Amount of the System Restoration Bonds, a written notice specifying such incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder or (B) the date the Issuer has actual knowledge of the default, or
(v)     the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the System Restoration Bond Collateral in an involuntary case or proceeding 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 Issuer or for any substantial part of the System Restoration Bond Collateral, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or
(vi)     the commencement by the 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 Issuer to the entry of an order for relief in an involuntary case or proceeding under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the System Restoration Bond Collateral, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing; or
(vii)     any act or failure to act by the State of Texas or any of its agencies (including the PUCT), officers or employees which violates or is not in accordance with the State Pledge.
The Issuer shall deliver to a Responsible Officer of the Indenture Trustee and to the Rating Agencies, within five (5) days after a Responsible Officer of the Issuer 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 clauses (i), (ii), (v), (vi) or (vii) or (II) which with the giving of notice, the lapse of time, or both, would become an Event of Default under clause (iii) or (iv), including, in each case, the status of such Event of Default and what action the Issuer is taking or proposes to take with respect thereto.
SECTION 5.02    Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) should occur and be continuing, then and in every such case the Indenture Trustee or the Holders representing not less than a majority of the Outstanding Amount of the System Restoration Bonds may declare the System Restoration Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Holders), and upon any such declaration the unpaid principal amount of the System Restoration 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 Indenture Trustee as hereinafter in this Article V provided, the Holders representing not less than a majority of the Outstanding Amount of the System Restoration Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:
33


(i)     the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
(A)     all payments of principal of and premium, if any, and interest on all System Restoration Bonds due and owing at such time as if such Event of Default had not occurred and was not continuing and all other amounts that would then be due hereunder or upon the System Restoration Bonds if the Event of Default giving rise to such acceleration had not occurred; and
(B)     all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and
(ii)     all Events of Default, other than the nonpayment of the principal of the System Restoration 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 Indenture Trustee.
(a)If an Event of Default under Section 5.01(i) or (ii) has occurred and is continuing, subject to Section 10.19, the Indenture 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, subject to the limitations on recourse set forth herein, may enforce the same against the Issuer or other obligor upon such System Restoration Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such System Restoration Bonds, wherever situated the moneys payable, or the related System Restoration Bond Collateral and the proceeds thereof, the whole amount then due and payable on the System Restoration Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, 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 System Restoration Bonds or 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 Indenture Trustee and its agents and counsel.
(b)If an Event of Default (other than Event of Default under clause (vii) of Section 5.01) occurs and is continuing, the Indenture Trustee shall, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this 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 Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the System Restoration Bond Collateral securing the System Restoration Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Transition Property.
(c)If an Event of Default under Section 5.01(v) or (vi) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any System Restoration Bonds shall then be due and payable as therein expressed or by declaration or
34


otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.04, shall be entitled and empowered, by intervention in any Proceedings related to such Event of Default or otherwise:
(i)     to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the System Restoration Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Holders allowed in such Proceedings;
(ii)     unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;
(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 Holders and of the Indenture Trustee on their behalf; and
(iv)     to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders allowed in any judicial proceeding relative to the Issuer, its creditors and its property.
and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
(d)Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the System Restoration Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
(e)All rights of action and of asserting claims under this Indenture, or under any of the System Restoration Bonds, may be enforced by the Indenture Trustee without the possession of any of the System Restoration Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture 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 Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the System Restoration Bonds.
(f)In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture
35


Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the System Restoration Bonds, and it shall not be necessary to make any Holder a party to any such Proceedings.
SECTION 5.04    Remedies; Priorities.
(a)If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing, the Indenture 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 System Restoration Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and, subject to the limitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer or any other obligor moneys adjudged due upon such System Restoration Bonds;
(ii)     institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the System Restoration Bond Collateral;
(iii)     exercise any remedies of a secured party under the UCC, the Financing Act or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the System Restoration Bonds;
(iv)     at the written direction of the Holders of a majority of the Outstanding Amount of the System Restoration Bonds, sell the System Restoration Bond 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, or elect that the Issuer maintain possession of all or a portion of the System Restoration Bond Collateral pursuant to Section 5.05 and continue to apply the SRC Collections as if there had been no declaration of acceleration; and
(v)     exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator, ETI or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement;
provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the System Restoration Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(i), or (ii), with respect to the System Restoration Bonds unless (A) the Holders of 100 percent of the Outstanding Amount of the System Restoration Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Holders are sufficient to discharge in full all amounts then due and unpaid upon the System Restoration Bonds for principal, premium, if any, 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 Indenture Trustee determines that the System Restoration Bond Collateral will not continue to provide sufficient funds for all payments on the System Restoration Bonds as they would have become due if the System Restoration Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66-2/3 percent of the Outstanding Amount of the System Restoration Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national
36


reputation as to the feasibility of such proposed action and as to the sufficiency of the System Restoration Bond Collateral for such purpose.
(b)If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(vii).
(c)If the Indenture 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 Preservation of the System Restoration Bond Collateral. If the System Restoration 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 Indenture Trustee may, but need not, elect to maintain possession of the related System Restoration Bond Collateral. It is the desire of the parties hereto and the Holders that there be at all times sufficient funds for the payment of principal of and premium, if any, and interest on the System Restoration Bonds, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the System Restoration Bond Collateral. In determining whether to maintain possession of the System Restoration Bond Collateral or sell or liquidate the same, the Indenture 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 System Restoration Bond Collateral for such purpose.
SECTION 5.06    Limitation of Suits. No Holder of any System Restoration Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Financing Act or to avail itself of the right to foreclose on the System Restoration Bond Collateral or otherwise enforce the Lien and the security interest on the System Restoration Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:
(i)     such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default;
(ii)     the Holders of not less than a majority of the Outstanding Amount of the System Restoration Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;
(iii)     such Holder or Holders have offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;
(iv)     the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and
(v)     no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty-day period by the Holders of a majority of the Outstanding Amount of the System Restoration Bonds;
37


it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.
In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders, each representing less than a majority of the Outstanding Amount of the System Restoration Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.
SECTION 5.07    Unconditional Rights of Holders To Receive Principal, Premium, if any, and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any System Restoration Bond shall have the right, which is absolute and unconditional, (a) to receive payment of (i) the interest, if any, on such System Restoration Bond on the due dates thereof expressed in such System Restoration Bond or in this Indenture or (ii) the unpaid principal, if any, of such System Restoration Bonds on 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 Indenture Trustee or any Holder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Holder, then and in every such case the Issuer, the Indenture Trustee and the Holders 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 Indenture Trustee and the Holders 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 Indenture Trustee or to the Holders 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 Indenture Trustee or any Holder 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 Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Holders, as the case may be.
SECTION 5.11    Control by Holders. The Holders of not less than a majority of the Outstanding Amount of the System Restoration Bonds of an 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 Indenture Trustee with respect to the System Restoration Bonds of such Tranche or Tranches or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that:
38


(i)     such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;
(ii)     subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any System Restoration Bond Collateral shall be by the Holders representing the applicable percentage of the Outstanding Amount of the System Restoration Bonds as provided in Section 5.04;
(iii)     if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the System Restoration Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100 percent of the Outstanding Amount of the System Restoration Bonds to sell or liquidate the System Restoration Bond Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;
provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture 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 liabilities.
SECTION 5.12    Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the System Restoration Bonds as provided in Section 5.02, the Holders representing not less than a majority of the Outstanding Amount of the System Restoration Bonds of an affected Tranche, together with the PUCT, may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or premium, if any, or interest on any of the System Restoration 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 System Restoration Bond of all Tranches affected. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other 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 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 Indenture agree, and each Holder of any System Restoration 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 Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion 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 Indenture Trustee, (b) any suit instituted by any Holder, or group of Holders, in
39


each case holding in the aggregate more than ten (10) percent of the Outstanding Amount of the System Restoration Bonds or (c) any suit instituted by any Holder for the enforcement of the payment of (i) interest on any System Restoration Bond on or after the due dates expressed in such System Restoration Bond and in this Indenture or (ii) the unpaid principal, if any, of any System Restoration Bond on or after the Final Maturity Date therefor.
SECTION 5.14    Waiver of Stay or Extension Laws. The 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 Indenture; and the 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 Indenture 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 System Restoration Bonds. The Indenture Trustee’s right to seek and recover judgment on the System Restoration Bonds or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Holders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the System Restoration Bond Collateral or any other assets of the Issuer.
ARTICLE VI

THE INDENTURE TRUSTEE
SECTION 6.01    Duties of Indenture Trustee.
(a)If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this 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 Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and
(ii)     in the absence of bad faith on its part, the Indenture 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 Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c)The Indenture 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:
40


(i)     this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01;
(ii)     the Indenture Trustee shall not be liable for any error of judgment made in good faith by the Indenture Trustee unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
(iii)     the Indenture 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 Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section 6.01.
(e)The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
(f)Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture, the Sale Agreement, the Servicing Agreement or the Administration Agreement.
(g)No provision of this Indenture shall require the Indenture 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 Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.01 and to the provisions of the TIA.
(i)In the event that the Indenture Trustee is also acting as Paying Agent or System Restoration Bond Registrar hereunder, the protections of this Article VI shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or System Restoration Bond Registrar.
(j)Except for the express duties of the Indenture Trustee with respect to the administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to administer, service or collect Transition Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Transition Property.
(k)Under no circumstance shall the Indenture Trustee be liable for any indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the System Restoration Bonds or the Basic Documents.
(l)On or before March 31 of each fiscal year ending December 31, the Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of the Indenture Trustee) regarding the Indenture 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 Issuer a report of an Independent registered public accounting firm reasonably acceptable to the 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
41


Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee and delivered pursuant to clause (i).
SECTION 6.02    Rights of Indenture Trustee. The Indenture Trustee may conclusively rely and shall be fully protected in relying on any document (including electronic documents and communications delivered in accordance with the terms of this Indenture) believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in such document.
(b)Before the Indenture 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 Independent counsel of the Issuer (at no cost or expense to the Indenture Trustee) that such action is required or permitted hereunder. The Indenture 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.
(c)The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.
(d)The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.
(e)The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the System Restoration Bonds shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
(f)The Indenture Trustee shall be under no obligation to take any action or exercise any of the rights or powers vested in it by this Indenture or any other Basic Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture and the Series Supplement or otherwise, unless it shall have grounds to believe in its discretion that security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby is to its satisfaction assured to it.
(g)The Indenture 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, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(h)The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or
42


nominee appointed with due care by it hereunder. The Indenture 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 Indenture provided, that the Indenture Trustee shall not be obligated to give such notice (i) if the Issuer or the Holders have directed the Indenture Trustee to appoint such agent, custodian or nominee (in which event the 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 of the Issuer has occurred and is continuing.
(i)The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.
(j)In no event shall the Indenture Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(k)The Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless it has actual knowledge or written notice of any event which is in fact such a default is received by a Responsible Officer of the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the System Restoration Bonds and this Indenture.
(l)The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
(m)In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, epidemics or pandemics, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(n)The Indenture Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
(o)Beyond the exercise of reasonable care in the custody thereof, the Indenture Trustee will have no duty as to any System Restoration Bond Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Indenture Trustee will be deemed to have exercised reasonable care in the custody of the System Restoration Bond Collateral in its possession if the System Restoration Bond Collateral is accorded treatment substantially equal to that which it accords its own property, and the Indenture Trustee will not be liable or responsible for any loss or diminution in the value of any of the System Restoration Bond Collateral by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Indenture Trustee in good faith.
43


(p)The Indenture Trustee will not be responsible for the existence, genuineness or value of any of the System Restoration Bond Collateral or for the validity, sufficiency, perfection, priority or enforceability of the Liens in any of the System Restoration Bond Collateral, except to the extent such action or omission constitutes negligence or willful misconduct on the part of the Indenture Trustee. The Indenture Trustee shall not be responsible for the validity of the title of any grantor to the collateral, for insuring the System Restoration Bond Collateral or for the payment of taxes, charges, assessments or liens upon the System Restoration Bond Collateral or otherwise as to the maintenance of the System Restoration Bond Collateral.
(q)In the event that the Indenture Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Indenture Trustee’s sole discretion may cause the Indenture Trustee, as applicable, to be considered an “owner or operator” under any environmental laws or otherwise cause the Indenture Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Indenture Trustee reserves the right, instead of taking such action, either to resign as Indenture Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Indenture Trustee will not be liable to any person for any environmental claims or any environmental liabilities or contribution actions under any federal, state or local law, rule or regulation by reason of the Indenture Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.
SECTION 6.03    Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of System Restoration Bonds and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, System Restoration Bond Registrar, co-registrar or co-paying agent or agent appointed under Section 3.02 may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.
SECTION 6.04    Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation (other than as set forth in Section 6.13) as to the validity or adequacy of this Indenture or the System Restoration Bonds, it shall not be accountable for the Issuer’s use of the proceeds from the System Restoration Bonds, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the System Restoration Bonds or in the System Restoration Bonds other than the Indenture Trustee’s certificate of authentication. The Indenture Trustee shall not be responsible for the form, character, genuineness, sufficiency, value or validity of any of the System Restoration Bond Collateral, or for or in respect of the System Restoration Bonds (other than the certificate of authentication for the System Restoration Bonds) or the Basic Documents and the Indenture Trustee shall in no event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided in this Indenture. The Indenture Trustee shall not be liable for the default or misconduct of the Issuer, the Seller, the Servicer or any other Person under the Basic Documents or otherwise, and the Indenture Trustee shall have no obligation or liability to perform the obligations of such Persons.
SECTION 6.05    Notice of Defaults.
(a)If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee or a Responsible Officer of the Indenture Trustee has been notified in writing of such default, the Indenture Trustee shall send to the PUCT, each Rating Agency and each Bondholder notice of the Default within ten (10) Business Days after such Default was actually known to a Responsible Officer of the Indenture Trustee, provided
44


that, in the case of a payment default, the Indenture Trustee shall give the Rating Agencies prompt notice thereof. Except in the case of a Default in payment of principal of and premium, if any, or interest on any System Restoration Bond, the Indenture Trustee may withhold the notice if a Responsible Officer in good faith 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 Holders.
(b)If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee or a Responsible Officer of the Indenture Trustee has been notified in writing of such default, the Indenture Trustee shall promptly, but no more frequently than monthly, send to the PUCT notice of any legal fees or other expenses incurred by the Indenture Trustee in defending or prosecuting any actual or threatened litigation, including any administrative proceeding, in respect of the System Restoration Bonds or the System Restoration Bond Collateral.
SECTION 6.06    Reports by Indenture Trustee to Holders.
(a)So long as System Restoration Bonds are Outstanding and the Indenture Trustee is the System Restoration Bond Registrar and Paying Agent, upon the written request of any Holder or the Issuer, within the prescribed period of time for tax reporting purposes after the end of each calendar year, it shall deliver to each relevant current or former Holder such information in its possession as may be required to enable such Holder to prepare its federal income and any applicable local or state tax returns. If the System Restoration Bond Registrar and Paying Agent is other than the Indenture Trustee, such System Restoration Bond Registrar and Paying Agent, within the prescribed period of time for tax reporting purposes after the end of each calendar year, shall deliver to each relevant current or former Holder such information in its possession as may be required to enable such Holder to prepare its federal income and any applicable local or state tax returns.
(b)On or prior to the Payment Date or Special Payment Date therefor, the Indenture Trustee will deliver to the PUCT and each Holder of the System Restoration Bonds on such Payment Date or Special Payment Date a statement as provided and prepared by the Servicer which will include (to the extent applicable) the following information (and any other information so specified in the Series Supplement) as to the System Restoration Bonds with respect to such Payment Date or Special Payment Date or the period since the previous Payment Date, as applicable:
(i)     the amount of the payment to Holders allocable to principal, if any;
(ii)     the amount of the payment to Holders allocable to interest;
(iii)     the aggregate Outstanding Amount of such System Restoration Bonds, before and after giving effect to any payments allocated to principal reported under clause (i) above;
(iv)     the difference, if any, between the amount specified in clause (iii) above and the Outstanding Amount specified in the related Expected Amortization Schedule;
(v)     any other transfers and payments to be made on such Payment Date or Special Payment Date, including amounts paid to the Indenture Trustee and to the Servicer; and
45


(vi)     the amounts on deposit in the applicable Capital Subaccount and the applicable Excess Funds Subaccount, after giving effect to the foregoing payments.
(c)The Issuer shall send a copy of each of the Certificate of Compliance delivered to it pursuant to Section 3.03 of the Servicing Agreement and the Annual Accountant’s Report delivered to it pursuant to Section 3.04 of the Servicing Agreement to the Rating Agencies, the Indenture Trustee and to the Servicer for posting on the 17g-5 Website in accordance with Rule 17g-5 under the Exchange Act. A copy of such certificate and report may be obtained by any Holder by a request in writing to the Indenture Trustee.
(d)The Indenture Trustee may consult with counsel, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the System Restoration Bonds shall be full and complete authorization and protection from liability with 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.
SECTION 6.07    Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses 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 Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability, tax or expense (including reasonable attorney’s fees and expenses) incurred by it in connection with the administration and the enforcement of this Indenture, the Series Supplement and the Basic Documents and the Indenture Trustee’s rights, powers and obligations under this Indenture, the Series Supplement and the Basic Documents and the performance of its duties hereunder and obligations under or pursuant to this Indenture, the Series Supplement and the Basic Documents. The Indenture Trustee shall notify the Issuer as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Indenture Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e).
The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(v) or (vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.
SECTION 6.08    Replacement of Indenture Trustee and Securities Intermediary.
(a)The Indenture Trustee may resign at any time upon thirty (30) days’ prior written notice to the Issuer subject to clause (c) below. The Holders of a majority of the Outstanding Amount of the System Restoration Bonds may remove the Indenture Trustee with
46


thirty (30) days’ prior written notice by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:
(i)     the Indenture Trustee fails to comply with Section 6.11;
(ii)     the Indenture Trustee is adjudged a bankrupt or insolvent;
(iii)     a receiver or other public officer takes charge of the Indenture Trustee or its property;
(iv)     the Indenture Trustee otherwise becomes incapable of acting; or
(v)     the Indenture Trustee fails to provide to the Issuer any information reasonably requested by the Issuer pertaining to the Indenture Trustee and necessary for the Issuer or the Depositor to comply with its reporting obligations under the Exchange Act and Regulation AB and such failure is not resolved to the Issuer’s and the Indenture Trustee’s mutual satisfaction within a reasonable period of time.
Any removal or resignation of the Indenture Trustee shall also constitute a removal or resignation of the Securities Intermediary.
(b)If the Indenture Trustee gives notice of resignation or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee and Securities Intermediary.
(c)A successor Indenture Trustee shall deliver a written acceptance of its appointment as the Indenture Trustee and as the Securities Intermediary to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee and Securities Intermediary, as applicable, under this Indenture. No resignation or removal of the Indenture Trustee pursuant to this Section 6.08 shall become effective until acceptance of the appointment by a successor Indenture Trustee having the qualifications set forth in Section 6.11. Notice of any such appointment shall be promptly given to each Rating Agency by the successor Indenture Trustee. The successor Indenture Trustee shall send a notice of its succession to Holders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee (including unless otherwise agreed by the successor Indenture Trustee, all REP Deposit Accounts held by the Indenture Trustee) to the successor Indenture Trustee.
(d)If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the System Restoration Bonds may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.
(e)If the Indenture Trustee fails to comply with Section 6.11, any Holder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.
(f)Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.08, the Issuer’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.
47


SECTION 6.09    Successor Indenture Trustee by Merger. If the Indenture 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 Indenture Trustee; provided, however, that if such successor Indenture Trustee is not eligible under Section 6.11, then the successor Indenture Trustee shall be replaced in accordance with Section 6.08. Notice of any such event shall be promptly given to each Rating Agency by the successor Indenture Trustee.
In case at the time such successor or successors by merger, conversion, consolidation or transfer shall succeed to the trusts created by this Indenture any of the System Restoration Bonds shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such System Restoration Bonds so authenticated; and in case at that time any of the System Restoration Bonds shall not have been authenticated, any successor to the Indenture Trustee may authenticate such System Restoration Bonds either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the System Restoration Bonds or in this Indenture provided that the certificate of the Indenture Trustee shall have.
SECTION 6.10    Appointment of Co-Trustee or Separate Trustee.
(a)Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the trust created by this Indenture or the System Restoration Bond Collateral may at the time be located, the Indenture 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 created by this Indenture or the System Restoration Bond Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties, such title to the System Restoration Bond 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 Indenture 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 Holders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08. Notice of any such appointment shall be promptly given to each Rating Agency and the PUCT by the Indenture 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 Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture 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 Indenture 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 Indenture 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 System Restoration Bond 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 Indenture Trustee;
(ii)     no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
48


(iii)     the Indenture 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 Indenture 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 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 Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.
(d)Any separate trustee or co-trustee may at any time constitute the Indenture 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 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
SECTION 6.11    Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a)(1) and § 310(a)(5) and Section 26(a)(1) of the Investment Company Act. The Indenture 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 “Baa3” or better by Moody’s “BBB-” or better by Standard & Poor’s and, if Fitch provides a rating thereon, “BBB-” or better by Fitch. The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.
SECTION 6.12    Preferential Collection of Claims Against Issuer. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.
SECTION 6.13    Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby represents and warrants that:
(a)the Indenture Trustee is a New York banking corporation validly existing and in good standing under the laws of the State of New York; and
(b)the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture and the Basic Documents to which the Indenture Trustee is a party and has taken all necessary action to authorize the execution, delivery, and performance by it of this Indenture and such Basic Documents.
SECTION 6.14    Annual Report by Independent Registered Public Accountants. In the event the firm of Independent registered public accountants requires the Indenture Trustee to agree or consent to the procedures performed by such firm pursuant to Section 3.05 of the Servicing Agreement, the Indenture Trustee shall deliver such letter of agreement or consent in conclusive reliance upon the direction of the Issuer in accordance with
49


Section 3.05 of the Servicing Agreement. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.
SECTION 6.15    Custody of System Restoration Bond Collateral. The Indenture Trustee shall hold such of the System Restoration Bond Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the System Restoration Bond Collateral as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The Bank of New York Mellon). The initial Securities Intermediary, hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture 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 Indenture Trustee without the further consent of any other person or entity, (e) the Securities Intermediary will not agree with any person other than the Indenture 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 Indenture Trustee), and (g) such agreement shall be governed by the internal laws of the State of New York. The Indenture Trustee shall hold any System Restoration Bond Collateral consisting of money in a deposit account and shall act as a “bank” for purposes of perfecting the security interest in such deposit account. Terms used in the two preceding sentences 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 6.15, or elsewhere in this Indenture, the Indenture Trustee shall not hold System Restoration Bond Collateral through an agent or a nominee.
ARTICLE VII

HOLDERS’ LISTS AND REPORTS
SECTION 7.01    Issuer To Furnish Indenture Trustee Names and Addresses of Holders. The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five (5) days after the earlier of (i) each Record Date and (ii) six (6) months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Bondholders as of such Record Date, (b) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the System Restoration Bond Registrar, no such list shall be required to be furnished.
SECTION 7.02    Preservation of Information; Communications to Holders.
(a)The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Indenture Trustee in its capacity as System Restoration Bond Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.
50


(b)Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or under the System Restoration Bonds. In addition, upon the written request of any Holder or group of Holders of System Restoration Bonds evidencing not less than 10 percent of the Outstanding Amount of the System Restoration Bonds, the Indenture Trustee shall afford the Holder or Holders making such request a copy of a current list of Holders of the System Restoration Bonds for purposes of communicating with other Holders with respect to their rights hereunder.
(c)The Issuer, the Indenture Trustee and the System Restoration Bond Registrar shall have the protection of TIA § 312(c).
SECTION 7.03    Reports by Issuer.
(a)The Issuer shall:
(i)     so long as the Issuer or the Sponsor is required to file such documents with the SEC, provide to the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the SEC, 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 SEC may from time to time by rules and regulations prescribe) which the Issuer or the Sponsor may be required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act;
(ii)     provide to the Indenture Trustee, file with the SEC, in accordance with rules and regulations prescribed from time to time by the SEC such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and
(iii)     supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Holders described in TIA § 313(c)), such summaries of any information, documents and reports required to be filed by the 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 SEC.
(b)Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.
(c)Delivery of such reports, information and documents to the Indenture Trustee is for informational purposes only and the Indenture Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officer’s Certificates).
SECTION 7.04    Reports by Indenture Trustee. If required by TIA § 313(a), within sixty (60) days after December 31 of each year, commencing with the year after the issuance of the System Restoration Bonds, the Indenture Trustee shall send to each Bondholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b); provided, however, that the initial report so issued shall be delivered not more than twelve (12) months after the Closing Date.
A copy of each report at the time of its sending to Holders shall be filed by the Servicer with the SEC and each stock exchange, if any, on which the System Restoration Bonds
51


are listed. The Issuer shall notify the Indenture Trustee in writing if and when the System Restoration 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 Indenture 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 Indenture Trustee pursuant to this Indenture and the other Basic Documents. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the System Restoration Bond Collateral, the Indenture 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 Indenture and any right to proceed thereafter as provided in Article V.
SECTION 8.02    Collection Account and REP Deposit Accounts.
(a)Prior to the Closing Date, the Issuer shall open or cause to be opened, at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, a segregated trust account in the Indenture Trustee’s name for the deposit of SRC Collections and all other amounts received with respect to the System Restoration Bond Collateral (the “Collection Account”). 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” and, together with the General Subaccount and the Excess Funds Subaccount, the “Subaccounts”); provided that the Series Supplement may provide for the establishment of a cost of issuance subaccount to provide for the application of System Restoration Bond proceeds to the payment of the costs of issuing the System Restoration Bonds. For administrative purposes, the Subaccounts may, but need not, be established by the Indenture Trustee as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively as the “Collection Account.” Prior to or concurrently with the issuance of the System Restoration Bonds, the Member shall deposit into the Capital Subaccount an amount equal to the Required Capital Level for the System Restoration Bonds. 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 (other than funds deposited into the Capital Subaccount, up to the Required Capital Level for the System Restoration Bonds) 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 Section 8.02(d) and (e). The Collection Account shall at all times be maintained in an Eligible Account, will be under the sole dominion and exclusive control of the Indenture Trustee, and only the Indenture 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 Indenture. Funds in the Collection Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Collection Account, all deposits therein pursuant to this Indenture, and all investments made in Eligible Investments as directed in writing by the Issuer with such moneys, including all income or other gain from such investments, shall be held by the Indenture Trustee in the Collection Account as part of the System Restoration Bond Collateral as herein provided. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any
52


Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction.
(b)The Securities Intermediary hereby confirms that (i) the Collection Account (other than cash) is, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) 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, (iii) the Indenture Trustee for the benefit of the Secured Parties is the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of the UCC) with respect to Collection Account and (iv) the Securities Intermediary agrees to comply with “entitlement orders” originated by the Indenture Trustee with respect to the Collection Account without further consent of the Issuer or any other Person. 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. Such property, other than cash, shall be treated by it as a Financial Asset. Notwithstanding anything to the contrary, for purposes of the UCC, New York State shall be deemed to be “securities intermediary jurisdiction” within the meaning of Section 8-110(e) of the UCC of the Securities Intermediary and “bank’s jurisdiction” within the meaning of Section 9-304(a) of the UCC of the Securities Intermediary acting as the “bank” and the Collection Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. The Securities Intermediary represents and agrees that (i) the “account agreement” (within the meaning of the Hague Securities Convention establishing the Collection Account is governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention and (ii) at the time of entry of such account agreement, the Securities Intermediary had one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention.
(c)The Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account through the Securities Intermediary and shall apply such amounts therein as provided in this Section 8.02. The Indenture Trustee shall also pay from the Collection Account any amounts requested in writing to be paid by or to the Servicer pursuant to Section 6.11(c)(ii) of the Servicing Agreement.
(d)SRC Collections shall be deposited in the General Subaccount as provided in Section 6.11 of the Servicing Agreement. All deposits to and withdrawals from the Collection Account, all allocations to the subaccounts of the Collection Account and any amounts to be paid to the Servicer under Section 8.02(c) shall be made by the Indenture Trustee in accordance with the written instructions provided by the Servicer in the Monthly Servicer’s Certificate, the Semi-Annual Servicer’s Certificate or upon other written notice provided by the Servicer pursuant to Section 6.11(c)(ii) of the Servicing Agreement, as applicable.
(e)On each Payment Date for the System Restoration Bonds, the Indenture Trustee shall apply all amounts on deposit in the Collection Account, including all net earnings thereon, to pay the following amounts, in accordance with the Semi-Annual Servicer’s Certificate, in the following priority:
(i)     all amounts owed by the Issuer to the Indenture Trustee (including legal fees and expenses and outstanding indemnity amounts) shall be paid to the Indenture Trustee (subject to Section 6.07) in an amount not to exceed annually the amount set forth in the Series Supplement or such greater amount as approved by the PUCT in the Financing Order, provided, however, that any such cap shall be disregarded and inapplicable upon the acceleration of the System Restoration Bonds following the occurrence and continuation of an Event of Default;
53


(ii)     the Servicing Fee for such Payment Date and all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer;
(iii)     the Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date shall be paid to the Independent Manager;
(iv)     all other ordinary and periodic Operating Expenses for such Payment Date not described above shall be paid to the parties to which such Operating Expenses are owed;
(v)     Periodic Interest for such Payment Date, including any overdue Periodic Interest (together with, to the extent lawful, interest on such overdue Periodic Interest at the applicable System Restoration Bond Interest Rate), with respect to the System Restoration Bonds shall be paid to the Holders of the System Restoration Bonds;
(vi)     principal due and payable on the System Restoration Bonds as a result of an Event of Default or on the Final Maturity Date of the System Restoration Bonds shall be paid to the Holders of the System Restoration Bonds;
(vii)     Periodic Principal for such Payment Date, including any overdue Periodic Principal, with respect to the System Restoration Bonds shall be paid to the Holders of the System Restoration Bonds in the order provided in the Series Supplement;
(viii)     any other unpaid Operating Expenses, fees, expenses and indemnity amounts owed to the Indenture Trustee;
(ix)     the amount, if any, by which the Required Capital Level with respect to the System Restoration Bonds exceeds the amount in the Capital Subaccount as of such Payment Date shall be allocated to the Capital Subaccount;
(x)     if there is a positive balance after making the foregoing allocations, provided that no Event of Default has occurred or is continuing, an amount equal to the sum of (a) Investment Earnings on amounts in the Capital Subaccount and (b) an amount calculated at an annual rate per annum equal to ETI’s rate of return on equity most recently approved by the PUCT in ETI’s most recent base-rate case on the capital contribution for System Restoration Bonds shall be released to ETI;
(xi)     the balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates; and
(xii)     after principal of and premium, if any, and interest on all System Restoration Bonds, and all of the other foregoing amounts, have been paid in full, including, without limitation, amounts due and payable to the Indenture Trustee under Section 6.07 or otherwise, the balance (including all amounts then held in the Capital Subaccount and the Excess Funds Subaccount), if any, shall be paid to the Issuer, free from the Lien of this Indenture and the Series Supplement.
All payments to the Holders pursuant to clauses (v), (vi) and (vii) above shall be made to such Holders pro rata based on the respective amounts of interest and/or principal owed, unless, in the case of System Restoration Bonds comprised of two or more Tranches, the Series Supplement provides otherwise. Payments in respect of principal of and premium, if any, and interest on any
54


Tranche of System Restoration Bonds will be made on a pro rata basis among all the Holders of such Tranche. In the case of an Event of Default, then, in accordance with Section 5.04(c), moneys will be applied pursuant to clauses (v) and (vi), in such order, on a pro rata basis, based upon the interest or the principal owed.
The amounts paid during any calendar year pursuant to clauses (i), (ii), (iii), (iv) and (viii) may not exceed the amounts approved in the Series Supplement, if the Series Supplement includes a cap on such amounts, unless the PUCT approves a different aggregate amount for such payments.
(f)If on any Payment Date funds on deposit in the General Subaccount are insufficient to make the payments contemplated by clauses (i) through (viii) of Section 8.02(e), the Indenture 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 (viii) of Section 8.02(e). In addition, if on any Payment Date funds on deposit in the General Subaccount are insufficient to make the allocations contemplated by clause (ix) above, the Indenture Trustee shall draw from amounts on deposit in the Excess Funds Subaccount to make such allocations.
(g)The Indenture Trustee, shall, if in the future directed by the Servicer under Section 3.05(e) of the Servicing Agreement, maintain one or more segregated accounts in the Indenture Trustee’s name (the “REP Deposit Accounts”) at its office located at the Corporate Trust Office, or at another Eligible Institution, for REP deposits provided pursuant to the Financing Order or any Tariff, each such account for the benefit of the Indenture Trustee. Pursuant to and in accordance with the Financing Order, amounts received from any REP as a security deposit shall be deposited into the applicable REP Deposit Account. To the extent permitted by the Financing Order, any Tariff and PUCT Regulations, the REP Deposit Accounts shall at all times be maintained in Eligible Accounts, shall be subject to a perfected first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties, and shall be under the sole dominion and exclusive control of the Indenture Trustee. Funds in the REP Deposit Accounts shall not be commingled with any other moneys. All or a portion of the funds in the REP Deposit Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee in Eligible Investments pursuant to the written direction of the Servicer (or, absent such direction, in accordance with Section 8.03(c)); provided, however, that (i) such Eligible Investments shall not mature or be redeemed later than the Business Day prior to the next Payment Date for the System Restoration Bonds and (ii) such Eligible Investments shall not be sold, liquidated or otherwise disposed of at a loss prior to the maturity or the date of redemption thereof. All moneys deposited from time to time in the REP Deposit Accounts and all investments made in Eligible Investments with such moneys, including all income or other gain from such investments, shall be held by the Indenture Trustee in a REP Deposit Account as part of the System Restoration Bond Collateral as herein provided and shall only be allocated and released upon the direction of the Servicer in accordance with Section 3.05(e) of the Servicing Agreement as required or permitted by this Indenture, the Financing Order, any Tariff, or other applicable PUCT Regulations. Any loss resulting from investment made in Eligible Investments with moneys in a REP Deposit Account shall be charged to such REP Deposit Account. The Indenture Trustee shall release property from a REP Deposit Account only as and to the extent directed by the Servicer pursuant to the Financing Order and the Servicing Agreement and as required or permitted by this Indenture. The Indenture 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 its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction.
55


SECTION 8.03    General Provisions Regarding the Collection Accounts.
(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 Indenture Trustee upon Issuer Order; provided, however, that (i) such Eligible Investments shall not mature or be redeemed later than the Business Day prior to the next Payment Date or Special Payment Date, if applicable, for the System Restoration Bonds and (ii) such Eligible Investments shall not be sold, liquidated or otherwise disposed of at a loss prior to the maturity or the date of redemption thereof. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Issuer will not direct the Indenture 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 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 Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Counsel of external counsel of the Issuer (at the Issuer’s cost and expense) to such effect. In no event shall the Indenture Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Indenture 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 its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. The Indenture 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 and shall hold such funds uninvested.
(b)Subject to Section 6.01(c), the Indenture 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 Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.
(c)If (i) the Issuer shall have failed to give written investment directions for any funds on deposit in the Collection Account to the Indenture Trustee by 11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the System Restoration Bonds but the System Restoration Bonds shall not have been declared due and payable pursuant to Section 5.02, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more money market funds described under clause (d) of the definition of “Eligible Investments” pursuant to the most recent written investment directions delivered by the Issuer to the Indenture Trustee with respect to such type of Eligible Investments; provided that if the Issuer has never delivered written investment directions to the Indenture Trustee or if the money market fund specified in the most recent written investment directions no longer exists, the Indenture Trustee shall not invest or reinvest such funds in any investments.
(d)The parties hereto acknowledge that the Servicer may, pursuant to the Servicing Agreement, select Eligible Investments on behalf of the Issuer.
SECTION 8.04    Release of System Restoration Bond Collateral.
(a)So long as the Issuer is not in default hereunder and no Default hereunder would occur as a result of such action, the Issuer, through the Servicer, may collect, sell or otherwise dispose of written-off receivables, at any time and from time to time in the ordinary
56


course of business, without any notice to, or release or consent by, the Indenture Trustee, but only as and to the extent permitted by the Basic Documents; provided, however, that any and all proceeds of such dispositions shall become System Restoration Bond Collateral and be deposited to the General Subaccount immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or otherwise dispose of any System Restoration Bond Collateral which is part of a Bill previously written-off as a defaulted or uncollectible account in accordance with the terms of the Servicing Agreement and the requirements of the proviso in the immediately preceding sentence.
(b)The Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. The Indenture Trustee shall release property from the Lien of this 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 of external counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 10.01.
(c)The Indenture Trustee shall, at such time as there are no System Restoration Bonds Outstanding and all sums payable to the Indenture Trustee pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of the System Restoration Bond Collateral that secured the System Restoration Bonds from the Lien of this Indenture, release to the Issuer or any other Person entitled thereto any funds or investments then on deposit in or credit to the Collection Account and, subject to the instructions of the Servicer, shall release the REP Deposit Accounts in accordance with Section 8.02.
SECTION 8.05    Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel of Independent counsel of the Issuer, in form and substance satisfactory to the Indenture 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 System Restoration Bonds or the rights of the Holders in contravention of the provisions of this Indenture and the Series Supplement; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the System Restoration Bond 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 Indenture Trustee in connection with any such action.
SECTION 8.06    Reports by Independent Registered Public Accountants. As of the Closing Date, the 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 Indenture and the Series Supplement. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by, or termination by the Issuer of, such
57


firm the Issuer shall provide written notice thereof to the Indenture 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 Issuer shall fail to appoint a successor to a firm of Independent registered public accountants that has resigned or been terminated within fifteen (15) days after such resignation or termination, the Indenture Trustee shall promptly notify the Issuer of such failure in writing. If the Issuer shall not have appointed a successor within ten (10) days thereafter the Indenture Trustee shall promptly appoint a successor firm of Independent registered public accountants of recognized national reputation; provided that the Indenture Trustee shall have no liability with respect to such appointment. The fees of such Independent registered public accountants and its successor shall be payable by the Issuer.
ARTICLE IX

SUPPLEMENTAL INDENTURES
SECTION 9.01    Supplemental Indentures Without Consent of Holders.
(a)Without the consent of the Holders of any System Restoration Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, and, if the contemplated amendment may in the judgment of the PUCT increase ongoing Qualified Costs, with the consent of the PUCT pursuant to Section 9.03 (which consent shall not be required with regard to the Series Supplement), 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 TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i)     to correct or amplify the description of any property, including, without limitation, the System Restoration Bond Collateral, at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture and the Series Supplement, or to subject to the Lien of this Indenture and the Series Supplement additional property;
(ii)     to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the System Restoration Bonds;
(iii)     to add to the covenants of the Issuer, for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer;
(iv)     to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v)     to cure any ambiguity or mistake, to correct or supplement any provision herein or in any supplemental indenture, including the Series Supplement, which may be inconsistent with any other provision herein or in any supplemental indenture, including the Series Supplement, or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that (i) such action shall not, as evidenced by an Opinion of Counsel of external counsel of the Issuer, adversely affect in any material respect the interests of the Holders of the System Restoration Bonds and (ii) the Rating Agency Condition shall have been satisfied with respect thereto;
58


(vi)     to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the System Restoration Bonds and to add to or change any of the provisions of this 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;
(vii)     to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar or successor federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;
(viii)     to set forth the terms of any Tranche that has not theretofore been authorized by the Series Supplement;
(ix)     to qualify the System Restoration Bonds for registration with a Clearing Agency;
(x)     to satisfy any Rating Agency requirements;
(xi)     to make any amendment to this Indenture or the System Restoration Bonds relating to the transfer and legending of the System Restoration Bonds to comply with applicable securities laws; or
(xii)     to conform the text of this Indenture or the System Restoration Bonds to any provision of the registration statement filed by the Issuer with the SEC with respect to the issuance of the System Restoration Bonds to the extent that such provision was intended to be a verbatim recitation of a provision of this Indenture or the System Restoration Bonds.
The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b)The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the System Restoration Bonds, with the consent of the PUCT pursuant to Section 9.03, 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 Indenture or of modifying in any manner the rights of the Holders of the System Restoration Bonds under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel of nationally recognized counsel of the Issuer experienced in structured finance transactions, adversely affect in any material respect the interests of the Holders and (ii) the Rating Agency Condition shall have been satisfied with respect thereto.
SECTION 9.02    Supplemental Indentures with Consent of Holders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the PUCT pursuant to Section 9.03, 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 System Restoration Bonds of each Tranche to be affected, by Act of such Holders delivered to the Issuer and the Indenture 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 Indenture or of modifying in any manner the rights of the Holders of the System Restoration Bonds under this Indenture; provided, however, that no such supplemental
59


indenture shall, without the consent of the Holder of each Outstanding System Restoration Bond of each Tranche affected thereby:
(i)     change the date of payment of any installment of principal of or premium, if any, or interest on any System Restoration Bond of such Tranche, or reduce the principal amount thereof, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the proceeds of the sale of, the System Restoration Bond Collateral to payment of principal of or premium, if any, or interest on the System Restoration Bonds, or change any place of payment where, or the coin or currency in which, any System Restoration Bond or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the System Restoration Bonds on or after the respective due dates thereof;
(ii)     reduce the percentage of the Outstanding Amount of the System Restoration Bonds or of a Tranche thereof, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(iii)     reduce the percentage of the Outstanding Amount of the System Restoration Bonds required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the System Restoration Bond Collateral pursuant to Section 5.04;
(iv)     modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that those provisions of this Indenture referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding System Restoration Bond affected thereby;
(v)     modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest, principal or premium, if any, due on any System Restoration Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedules or Final Maturity Dates of any Tranche of System Restoration Bonds;
(vi)     decrease the Required Capital Level;
(vii)     permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the System Restoration Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any System Restoration Bond of the security provided by the Lien of this Indenture;
(viii)     cause any material adverse federal income tax consequence to the Seller, the Issuer, the Managers, the Indenture Trustee or the then existing Holders; or
(ix)     impair the right to institute suit for the enforcement of the provisions of this Indenture regarding payment or application of funds.
60


It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies a copy of such supplemental indenture and to the Holders of the System Restoration Bonds to which such supplemental indenture relates either a copy of such supplemental indenture or a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
SECTION 9.03    PUCT Condition. Notwithstanding anything to the contrary in Section 9.01 or 9.02, no supplemental indenture (other than the Series Supplement) shall be effective unless the process set forth in this Section 9.03 has been followed.
(a)At least thirty-one (31) days prior to the effectiveness of any such supplemental indenture and after obtaining the other necessary approvals set forth in Section 9.01 or 9.02, as applicable, except for the consent of the Indenture Trustee and the Holders if the consent of the Holders is required or sought by the Indenture Trustee in connection with such supplemental indenture, the Issuer shall have delivered to the PUCT’s executive director and general counsel written notification of any proposed supplemental indenture, which notification shall contain:
(i)     a reference to Docket No. 52302;
(ii)     an Officer’s Certificate stating that the proposed supplemental indenture has been approved by all parties to this Indenture; and
(iii)     a statement identifying the person to whom the PUCT or its staff is to address any response to the proposed supplemental indenture or to request additional time.
(b)The PUCT or its staff shall, within thirty (30) days of receiving the notification complying with Section 9.03(a) above, either:
(i)     provide notice of its determination that the proposed supplemental indenture will not under any circumstances have the effect of increasing the ongoing Qualified Costs related to the System Restoration Bonds,
(ii)     provide notice of its consent or lack of consent to the person specified in Section 9.03(a)(iii) above, or
(iii)     be conclusively deemed to have consented to the proposed supplemental indenture,
unless, within thirty (30) days of receiving the notification complying with Section 9.03(a) above, the PUCT or its staff delivers to the office of the person specified in Section 9.03(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed supplemental indenture. If the PUCT or its staff requests an extension of time in the manner set forth in the preceding sentence, then the PUCT shall either provide notice of its consent or lack of consent or notice of its determination that the proposed supplemental indenture will not under any circumstances increase ongoing Qualified Costs to the person specified in Section 9.03(a)(iii) above no later than the last day of
61


such extension of time or be conclusively deemed to have consented to the proposed supplemental indenture on the last day of such extension of time. Any supplemental indenture requiring the consent of the PUCT shall become effective on the later of (i) the date proposed by the parties to such supplemental indenture and (ii) the first day after the expiration of the thirty (30)-day period provided for in this Section 9.03(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.
(c)Following the delivery of a notice to the PUCT by the Issuer under Section 9.03(a) above, the Issuer shall have the right at any time to withdraw from the PUCT further consideration of any notification of a proposed supplemental indenture. Such withdrawal shall be evidenced by the prompt written notice thereof by the Issuer to the PUCT, the Indenture Trustee and the Servicer.
SECTION 9.04    Execution of Supplemental Indentures. In executing any supplemental indenture permitted by this Article IX or the modifications thereby of the trust created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and all conditions precedent have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.
SECTION 9.05    Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to each Tranche of System Restoration Bonds affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders 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 indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.
SECTION 9.06    Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.
SECTION 9.07    Reference in System Restoration Bonds to Supplemental Indentures. System Restoration Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new System Restoration Bonds so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding System Restoration Bonds.
62


ARTICLE X

Miscellaneous
SECTION 10.01    Compliance Certificates and Opinions, etc.
(a)Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this 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 TIA) an Independent Certificate from a firm of registered public accountants meeting the applicable requirements of this Section 10.01, 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 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 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;
(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)Prior to the deposit of any System Restoration Bond Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 10.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the System Restoration Bond Collateral or other property or securities to be so deposited.
(ii)     Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the 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 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 System Restoration Bonds, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s
63


Certificate is less than the lesser of (A) $25,000 or (B) one percent of the Outstanding Amount of the System Restoration Bonds.
(iii)     Whenever any property or securities are to be released from the Lien of this Indenture other than pursuant to Section 8.02(e), the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (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 Indenture in contravention of the provisions hereof.
(iv)     Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property with respect to the System Restoration Bonds, or securities released from the Lien of this Indenture (other than pursuant to Section 8.02(e)) 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 System Restoration 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 the lesser of (A) $25,000 or (B) one percent of the then Outstanding Amount of the System Restoration Bonds.
(v)     Notwithstanding Section 2.16 or any other provision of this Section 10.01, the Indenture Trustee may (A) collect, liquidate, sell or otherwise dispose of the Transition Property and the other System Restoration Bond Collateral as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of each Collection Account as and to the extent permitted or required by the Basic Documents.
SECTION 10.02    Form of Documents Delivered to Indenture 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 a Responsible Officer of the 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 Opinion of Counsel may be based, insofar as it relates to factual matters (including financial and capital markets), upon a certificate or opinion of, or representations by, an officer or officers of the Servicer or the Issuer and other documents necessary and advisable in the judgment of counsel delivering such Opinion of Counsel.
Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the 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
64


and opinions stated in such document shall in such case be conditions precedent to the right of the 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 Indenture Trustee’s right to rely conclusively 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 Indenture, they may, but need not, be consolidated and form one instrument.
SECTION 10.03    Acts of Holders.
(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders 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 Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders 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 Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 10.03.
(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 Indenture Trustee deems sufficient.
(c)The ownership of System Restoration Bonds shall be proved by the System Restoration Bond Register.
(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any System Restoration Bonds shall bind the Holder of every System Restoration 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 Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such System Restoration Bond.
SECTION 10.04    Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.
(a)Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with:
(i)     the Indenture Trustee by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing by facsimile transmission, first-class mail or overnight delivery service to or with the Indenture Trustee at the Corporate Trust Office,
(ii)     the Issuer by the Indenture Trustee or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed to: Entergy Texas Restoration Funding II, LLC at Capital Center, 919 Congress Avenue, Suite 840-C, Austin, Texas 78701, Attention: Manager, Telephone: (512) 487-3982, Facsimile: (512) 487-3958, or at any other
65


address previously furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall promptly transmit any notice received by it from the Holders to the Indenture Trustee, or
(iii)     the PUCT by the Seller, the Issuer or the Indenture Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the PUCT addressed to: to 1701 N. Congress Avenue, P.O. Box 13326, Austin, Texas 78711-3326, Attention of Executive Director, telephone: (512) 936-7040, facsimile: (512) 936-7036 and General Counsel, telephone: (512) 936-7261, Facsimile: (512) 936-7268.
(b)Notices required to be given to the Rating Agencies by the Issuer or the Indenture Trustee shall be in writing, facsimile, personally delivered or mailed by certified mail, or email in the case of Standard & Poor’s, return receipt requested to:
(i)     in the case of Moody’s, to: Moody’s Investors Service, Inc., ABS/RMBS Monitoring Department, 25th Floor, 7 World Trade Center, 250 Greenwich, New York, New York 10007, Email: ServicerReports@moodys.com (all such notices to be delivered to Moody’s in writing by email);
(ii)     in the case of Standard & Poor’s, to Standard & Poor’s Ratings Group, Inc., Structured Credit Surveillance, 55 Water Street, New York, New York 10041, Telephone: (212) 438-8991, Email: servicer_reports@spglobal.com (all such notices to be delivered to Standard & Poor’s in writing by email),
(iii)     in the case of Fitch, to Fitch Ratings, One State Street Plaza, New York, New York 10004, Attention: ABS Surveillance, Telephone: (212) 908-0500, Facsimile: (212) 908-0355, and
(iv)     as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.
Any notice, report or other communication given hereunder may be in writing and addressed as follows or to the extent receipt is confirmed telephonically sent by Electronic Means to the address provided above.
The Indenture Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and related Basic Documents and delivered using Electronic Means; provided, however, that the Issuer shall provide to the Indenture Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the whenever a person is to be added or deleted from the listing. If the Issuer elects to give the Indenture Trustee Instructions using Electronic Means and the Indenture Trustee in its discretion elects to act upon such Instructions, the Indenture Trustee’s understanding of such Instructions shall be deemed controlling. The Issuer understands and agrees that the Indenture Trustee cannot determine the identity of the actual sender of such Instructions and that the Indenture Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Indenture Trustee have been sent by such Authorized Officer. The Issuer shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Indenture Trustee and that the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Issuer. The Indenture Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Indenture
66


Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Indenture Trustee, including without limitation the risk of the Indenture Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Indenture Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Indenture Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
SECTION 10.05    Notices to Holders; Waiver. Where this Indenture provides for notice to Holders 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 Holder affected by such event, at such Holder’s address as it appears on the System Restoration 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 Holders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice with respect to other Holders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.
Where this 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 Holders shall be filed with the Indenture 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 Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.
Where this 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.
Notwithstanding any other provision of this Indenture or any System Restoration Bond, where this Indenture or any System Restoration Bond provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global System Restoration Bond (whether by mail or otherwise), such notice shall be sufficiently given if given to the Clearing Agency (or its designee) pursuant to the standing instructions from the Clearing Agency or its designee, including by electronic mail in accordance with accepted practices at the Clearing Agency.
SECTION 10.06    Rule 17g-5 Compliance. The Indenture Trustee agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Indenture Trustee to any Rating Agency under this Indenture or any other Basic Document to which it is a party for the purpose of determining or confirming the credit rating of the System Restoration Bonds or undertaking credit rating surveillance of the System Restoration Bonds shall be provided, substantially concurrently, to the Servicer for
67


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.
SECTION 10.07    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 Indenture by any of the provisions of the TIA, such required provision shall control.
The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.
SECTION 10.08    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 10.09    Successors and Assigns. All covenants and agreements in this Indenture and the System Restoration Bonds by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors.
SECTION 10.10    Severability. Any provision in this Indenture or in the System Restoration Bonds 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 remainder of such provision (if any) or the remaining provisions hereof (unless such construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 10.11    Benefits of Indenture. Nothing in this Indenture or in the System Restoration Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the System Restoration Bond Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture.
SECTION 10.12    `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 System Restoration Bonds or this 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 10.13    GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND SECTIONS 9-301 THROUGH 9-306 OF THE NY UCC), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED THAT THE CREATION, ATTACHMENT AND PERFECTION OF ANY LIENS CREATED HEREUNDER IN TRANSITION PROPERTY, AND ALL RIGHTS AND REMEDIES OF THE INDENTURE TRUSTEE AND THE HOLDERS WITH RESPECT TO SUCH TRANSITION PROPERTY, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
68


SECTION 10.14    Counterparts. This 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 10.15    Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel at the Issuer’s cost and expense (which shall be external counsel of the Issuer) to the effect that such recording is necessary either for the protection of the Holders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.
SECTION 10.16    Issuer Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the System Restoration Bonds or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of a membership interest in the Issuer (including ETI) or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee, the Managers or any owner of a membership interest in the Issuer (including ETI) 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 Holder by accepting a System Restoration Bond specifically confirms the nonrecourse nature of these obligations, and waives and releases all such liability. The waiver and release are part of the consideration for issuance of the System Restoration Bonds.
SECTION 10.17    No Recourse to Issuer. Notwithstanding any provision of this Indenture or the Series Supplement to the contrary, Holders shall look only to the System Restoration Bond Collateral with respect to any amounts due to the Holders hereunder and under the System Restoration Bonds and, in the event such System Restoration Bond Collateral is insufficient to pay in full the amounts owed on the System Restoration Bonds, shall have no recourse against the Issuer in respect of such insufficiency. Each Holder by accepting a System Restoration Bond specifically confirms the nonrecourse nature of these obligations, and waives and releases all such liability. The waiver and release are part of the consideration for issuance of the System Restoration Bonds.
SECTION 10.18    Basic Documents. The Indenture Trustee is hereby authorized to execute and deliver the Servicing Agreement and to execute and deliver any other Basic Document which it is requested to acknowledge.
SECTION 10.19    No Petition. The Indenture Trustee, by entering into this Indenture, each Holder, by accepting a System Restoration 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 Indenture, acquiesce, petition or otherwise invoke or cause the Issuer or any Manager to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its respective property, or ordering the dissolution, winding up or liquidation of the affairs of the Issuer. Nothing in this paragraph shall preclude, or be deemed to estop, such Holder or the Indenture 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 Issuer under or pursuant to any such law or (ii) any involuntary case or proceeding pertaining to the 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 Issuer hereunder) under or pursuant to any such law, or (B) from commencing or prosecuting any legal action
69


which is not an involuntary case or proceeding under or pursuant to any such law against the Issuer or any of its properties.
SECTION 10.20    Securities Intermediary. The Securities Intermediary, in acting under this Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded The Bank of New York Mellon, a New York banking corporation, in its capacity as Indenture Trustee under this Indenture.
SECTION 10.21    Submission to Jurisdiction. The Issuer hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Southern District in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the System Restoration Bonds, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.
SECTION 10.22    Foreign Account Tax Compliance Act (FATCA). In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”), the Issuer agrees (i) to provide to The Bank of New York Mellon upon request information the Issuer has in its reasonable possession about the applicable parties and/or transactions (including any modification to the terms of such transactions) so The Bank of New York Mellon can determine whether it has tax related obligations under Applicable Law, and (ii) that The Bank of New York Mellon shall be entitled to make any withholding or deduction from payments under this Indenture to the extent necessary to comply with Applicable Law. The terms of this section shall survive the termination of this Indenture.

[SIGNATURE PAGE FOLLOWS]
70


IN WITNESS WHEREOF, the Issuer, the Indenture Trustee and Securities Intermediary have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.

ENTERGY TEXAS RESTORATION FUNDING II, LLC, as Issuer
By: ________________________________
    Name:
    Title:
THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee and as Securities Intermediary
By: ________________________________
    Name:
    Title:

Signature Page to
Indenture


STATE OF [STATE]        )
                ) ss:
COUNTY OF [COUNTY]    )
On the ____ day of ________________, 20__, 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 such person executed the same in such person’s authorized capacity, and that by the signature on the instrument The Bank of New York Mellon, a New York corporation, and the entity upon whose behalf the person acted, executed this instrument.
WITNESS my hand and official seal.
___________________________
Notary Public
My commission expires: _______





STATE OF [STATE]        )
                ) ss:
COUNTY OF [COUNTY]    )
On the ____ day of _____________, 20__, 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 whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as a manager of Entergy Texas Restoration Funding II, LLC, and that by his signature on the instrument Entergy Texas Restoration Funding II, LLC, a Delaware limited liability company and the entity upon whose behalf such person acted, executed this instrument.
WITNESS my hand and official seal.
___________________________
Notary Public
My commission expires: _______




EXHIBIT A
FORM OF SYSTEM RESTORATION BOND
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY 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.
REGISTERED No. _____    $________
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP NO.
THE PRINCIPAL OF THIS TRANCHE [ - ] SYSTEM RESTORATION BOND (“THIS TRANCHE [ - ] SYSTEM RESTORATION BOND”) WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE [ - ] SYSTEM RESTORATION BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE HOLDER OF THIS SYSTEM RESTORATION BOND HAS NO RECOURSE TO THE ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE SYSTEM RESTORATION BOND COLLATERAL, AS DESCRIBED IN THE INDENTURE AND THE SERIES SUPPLEMENT REFERRED TO ON THE REVERSE HEREOF, FOR PAYMENT OF ANY AMOUNTS DUE HEREUNDER. ALL OBLIGATIONS OF THE ISSUER OF THIS TRANCHE [ - ] SYSTEM RESTORATION BOND UNDER THE TERMS OF THE INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN ARTICLE IV OF THE INDENTURE. THE HOLDER OF THIS TRANCHE [ - ] SYSTEM RESTORATION 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 [ - ] SYSTEM RESTORATION BONDS, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE 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
EXHIBIT A
1


BEHALF OF THE ISSUER UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE 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 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 ISSUER OR ANY OF ITS PROPERTIES.
ENTERGY TEXAS RESTORATION FUNDING II, LLC SYSTEM RESTORATION BONDS,
Tranche [ - ].
INTEREST
RATE
ORIGINAL PRINCIPAL
AMOUNT
FINAL MATURITY
DATE
Entergy Texas Restoration Funding II, LLC, a limited liability company created under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [ ], or registered assigns, the Original Principal Amount shown above [in semi-annual 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 Indenture, in each year, commencing on the date determined as provided on the reverse hereof and ending on or before the Final Maturity Date shown above and to pay interest, at the Interest Rate shown above, on each __________ and __________ or if any such day is not a Business Day, the next succeeding Business Day, commencing on [ ] and continuing until the earlier of the payment in full of the principal hereof and the Final Maturity Date (each a “Payment Date”), on the principal amount of this Tranche [ - ] System Restoration Bond (hereinafter referred to as this “Tranche [ - ] System Restoration Bond”). Interest on this Tranche [ - ] System Restoration 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 the date of issuance. Interest will be computed on the basis of [specify method of computation]. Such principal of and interest on this Tranche [ - ] System Restoration Bond shall be paid in the manner specified on the reverse hereof.
The principal of and interest on this Tranche [ - ] System Restoration 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 Issuer with respect to this Tranche [ - ] System Restoration Bond shall be applied first to interest due and payable on this Tranche [ - ] System Restoration Bond as provided above and then to the unpaid principal of and premium, if any, on this Tranche [ - ] System Restoration Bond, all in the manner set forth in the Indenture.
Reference is made to the further provisions of this Tranche [ - ] System Restoration Bond set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Tranche [ - ] System Restoration Bond.
EXHIBIT A
2


Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual, electronic or facimile signature, this Tranche [ - ] System Restoration Bond shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Officer.

Date: ENTERGY TEXAS RESTORATION FUNDING II, LLC
By: _________________________________
    Name:
    Title:

EXHIBIT A
3


INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION
Dated: [___________, _____]
This is one of the Tranche [ - ] System Restoration Bonds, designated above and referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON, as Indenture Trustee
By: _________________________________
    Authorized Signatory


EXHIBIT A
4


REVERSE OF SYSTEM RESTORATION BOND* 1
This Tranche [ - ] System Restoration Bond is one of a duly authorized issue of System Restoration Bonds of the Issuer (herein called the “System Restoration Bonds”), issued or which are issuable in one or more Tranches, and the System Restoration Bonds consists of [ ] Tranches, including this Tranche [ - ] System Restoration Bond (herein called the “Tranche [ - ] System Restoration Bonds”), all issued and to be issued under that certain Indenture dated as of [___________], 2022, (as supplemented by the Series Supplement (as defined below), the “Indenture”), between the Issuer and The Bank of New York Mellon, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee”, which term includes any successor indenture trustee under the Indenture) and in its separate capacity as securities intermediary (the “Securities Intermediary”, which term includes any successor securities intermediary under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the System Restoration Bonds. For purposes herein, “Series Supplement” means that certain Series Supplement dated as of [___________], 2022 between the Issuer and the Indenture Trustee. All terms used in this Tranche [ - ] System Restoration Bond that are defined in the Indenture, as amended, restated, supplemented or otherwise modified from time to time, shall have the meanings assigned to such terms in the Indenture.
The Tranche [ - ] System Restoration Bonds and the other Tranches of the System Restoration Bonds (all of such Tranches being referred to herein as the “System Restoration Bonds”) are and will be equally and ratably secured by the System Restoration Bond Collateral pledged as security therefor as provided in the Indenture.
The principal of this Tranche [ - ] System Restoration 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 the preceding Payment Date (after giving effect to all payments of principal, if any, made on the preceding Payment Date) has been reduced to the principal balance specified in the Expected Amortization Schedule which is attached to the Series Supplement as Schedule A, unless payable earlier because an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Bondholders representing not less than a majority of the Outstanding Amount of the System Restoration Bonds have declared such System Restoration Bonds to be immediately due and payable in accordance with Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the 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 Indenture. The entire unpaid principal amount of this Tranche [ - ] System Restoration Bond shall be due and payable on the Final Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the System Restoration 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 Indenture Trustee or the Holders of the System Restoration Bonds representing not less than a majority of the Outstanding Amount of the System Restoration Bonds have declared the System Restoration Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the Indenture). All principal payments on the Tranche [ - ] System Restoration Bonds shall be made
*    The form of the reverse of a Transition Bond is substantially as follows, unless otherwise specified in the Series Supplement.
EXHIBIT A
5


pro rata to the Tranche [ - ] Holders entitled thereto based on the respective principal amounts of the Tranche [ - ] System Restoration Bonds held by them.
Payments of interest on this Tranche [ - ] System Restoration Bond due and payable on each Payment Date, together with the installment of principal or premium, if any, shall be made by check mailed first-class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche [ - ] System Restoration Bond (or one or more Predecessor System Restoration Bonds) on the System Restoration Bond Register as of the close of business on the Record Date or in such other manner as may be provided in the Indenture or the Series Supplement, except that if this Tranche [ - ] System Restoration Bond is held in Book-Entry Form, payments will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global System Restoration Bond evidencing this Tranche [ - ] System Restoration Bond unless and until such Global System Restoration Bond is exchanged for Definitive System Restoration 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 this Tranche [ - ] System Restoration Bond on a Payment Date which shall be payable as provided below. Any reduction in the principal amount of this Tranche [ - ] System Restoration Bond (or any one or more Predecessor System Restoration Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Tranche [ - ] System Restoration Bond and of any System Restoration 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 Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] System Restoration Bond on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the 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 (5) 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 [ - ] System Restoration Bond and shall specify the place where this Tranche [ - ] System Restoration Bond may be presented and surrendered for payment of such installment.
The Issuer shall pay interest on overdue installments of interest at the System Restoration Bond Interest Rate to the extent lawful.
This System Restoration Bond is a “transition bond” as such term is defined in the Financing Act. Principal and interest due and payable on this System Restoration Bond are payable from and secured primarily by Transition Property created and established by the Financing Order obtained from the Public Utility Commission of Texas pursuant to the Financing Act. Transition Property consists of the rights and interests of the Seller in the Financing Order, including the right to impose, collect and recover certain charges (defined in the Financing Act as “transition charges”, including such charges as set forth in Section 36.403(f)) to be included in regular electric utility bills of existing and future electric service customers within the service territory of Entergy Texas, Inc., a Texas electric utility, or its successors or assigns, as more fully described in the Financing Order.
The Financing Act provides that: “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
EXHIBIT A
6


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 and ETI hereby acknowledge that the purchase of this System Restoration Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.
As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Tranche [ - ] System Restoration Bond may be registered on the System Restoration Bond Register upon surrender of this Tranche [ - ] System Restoration Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by (a) a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Holder hereof 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 Indenture Trustee, and (b) such other documents as the Indenture Trustee may require, and thereupon one or more new Tranche [ - ] System Restoration 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 [ - ] System Restoration 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 Sections 2.04 or 2.06 of the Indenture not involving any transfer.
Each System Restoration Bond holder, by acceptance of a System Restoration Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the System Restoration Bonds or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Managers in their respective individual capacities, (ii) any owner of a membership interest in the Issuer (including ETI) or (iii) any shareholder, partner, owner, beneficiary, agent, officer or employee of the Indenture Trustee, the Managers or any owner of a membership interest in the Issuer (including ETI) in its respective individual or corporate capacities, or of any successor or assign of any of them in their individual or corporate capacities, except as any such Person may have expressly agreed in writing. Each Holder by accepting a System Restoration Bond specifically confirms the nonrecourse nature of these obligations, and waives and releases all such liability. The waiver and release are part of the consideration for issuance of the System Restoration Bonds.
Prior to the due presentment for registration of transfer of this Tranche [ - ] System Restoration Bond, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Tranche [ - ] System Restoration Bond is registered (as of the day of determination) as the owner hereof for the purpose of receiving payments of principal of and premium, if any, and interest on this Tranche [ - ] System Restoration Bond and for all other purposes whatsoever, whether or not this Tranche [ - ] System Restoration Bond be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the System Restoration Bonds under the Indenture at any time by the Issuer
EXHIBIT A
7


with the consent of the Bondholders representing not less than a majority of the Outstanding Amount of all System Restoration Bonds at the time outstanding of each Tranche to be affected. The Indenture also contains provisions permitting the Bondholders representing specified percentages of the Outstanding Amount of the System Restoration Bonds, on behalf of the Holders of all the System Restoration Bonds, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Tranche [ - ] System Restoration Bond (or any one of more Predecessor System Restoration Bonds) shall be conclusive and binding upon such Holder and upon all future Holders of this Tranche [ - ] System Restoration Bond and of any System Restoration 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 [ - ] System Restoration Bond. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the System Restoration Bonds issued thereunder.
The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Issuer on this Tranche [ - ] System Restoration Bond and (b) certain restrictive covenants and the related Events of Default, upon compliance by the Issuer with certain conditions set forth herein, which provisions apply to this Tranche [ - ] System Restoration Bond.
The term “Issuer” as used in this Tranche [ - ] System Restoration Bond includes any successor to the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Bondholders under the Indenture.
The Tranche [ - ] System Restoration Bonds are issuable only in registered form in denominations as provided in the Indenture and the Series Supplement subject to certain limitations therein set forth.
THIS TRANCHE [ - ] SYSTEM RESTORATION BOND, THE INDENTURE AND THE SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND SECTIONS 9-301 THROUGH 9-306 OF THE NY UCC), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED THAT THE CREATION, ATTACHMENT AND PERFECTION OF ANY LIENS CREATED UNDER THE INDENTURE IN TRANSITION PROPERTY, AND ALL RIGHTS AND REMEDIES OF THE INDENTURE TRUSTEE AND THE HOLDERS WITH RESPECT TO SUCH TRANSITION PROPERTY, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
No reference herein to the Indenture and no provision of this Tranche [ - ] System Restoration Bond or of the Indenture shall alter or impair the obligation, which is absolute and unconditional, to pay the principal of and interest on this Tranche [ - ] System Restoration Bond at the times, place, and rate, and in the coin or currency herein prescribed.
The Issuer and the Indenture Trustee, by entering into the Indenture, and the Holders and any Persons holding a beneficial interest in any Tranche [ - ] System Restoration
EXHIBIT A
8


Bond, by acquiring any Tranche [ - ] System Restoration Bond or interest therein, (i) express their intention that, solely for the purpose of federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for the purpose of state, local and other taxes, the Tranche [ - ] System Restoration Bonds qualify under applicable tax law as indebtedness of the sole owner of the Issuer secured by the System Restoration Bond Collateral and (ii) 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 Tranche [ - ] System Restoration Bonds are outstanding, agree to treat the Tranche [ - ] System Restoration Bonds as indebtedness of the sole owner of the Issuer secured by the System Restoration Bond Collateral unless otherwise required by appropriate taxing authorities.

EXHIBIT A
9


ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of this Tranche [ - ] System Restoration Bond, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN
as joint tenants with right of survivorship and not as tenants
in common
UNIF GIFT MIN ACT
___________________ Custodian ______________________
    (Custodian)                (minor)
Under Uniform Gifts to Minor Act (____________________)
                        (State)
Additional abbreviations may also be used though not in the above list.

EXHIBIT A
10


ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of assignee ____________
FOR VALUE RECEIVED, the undersigned2 hereby sells, assigns and transfers unto
(name and address of assignee)
the within Tranche [ - ] System Restoration Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said Tranche [ - ] System Restoration Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated: [___________, _____]
______________________________________
Signature Guaranteed:

______________________________________
2     SYSTEM RESTORATION BOND: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Tranche [ - ] System Restoration Bond in every particular, without alteration, enlargement or any change whatsoever.
    NOTE: Signature(s) must be 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.
EXHIBIT A
11


EXHIBIT B
FORM OF SERIES SUPPLEMENT
This SERIES SUPPLEMENT dated as of                   , 2022 (this “Supplement”), by and between ENTERGY TEXAS RESTORATION FUNDING II, LLC, a limited liability company created under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK., a New York banking corporation (“BNYM”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of                   , 2022 by and between the Issuer and BNYM, in its capacity as Indenture Trustee and in its separate capacity as securities intermediary (the “Indenture”).
PRELIMINARY STATEMENT
Section 9.01 of the Indenture provides, among other things, that the Issuer and the Indenture Trustee may at any time enter into an indenture supplemental to the Indenture for the purposes of authorizing the issuance by the Issuer of the System Restoration Bonds and specifying the terms thereof. The Issuer has duly authorized the creation of the System Restoration Bonds with an initial aggregate principal amount of [$_____] to be known as Entergy Texas Restoration Funding II, LLC Senior Secured System Restoration Bonds, Series 2022-A (the “System Restoration Bonds”), and the Issuer and the Indenture Trustee are executing and delivering this Supplement in order to provide for the System Restoration Bonds.
All terms used in this Supplement that are defined in the Indenture, either directly or by reference therein, have the meanings assigned to them therein, except to the extent such terms are defined or modified in this Supplement or the context clearly requires otherwise. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Supplement shall govern.
GRANTING CLAUSE
With respect to the System Restoration Bonds, the Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties of the System Restoration Bonds, all of the Issuer’s right, title and interest (whether now owned or hereafter acquired or arising) in and to (a) the Transition Property created under and pursuant to the Financing Order, and transferred by the Seller to the Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, collect and receive Transition Charges, all revenues, collections, claims, rights, payments, money or proceeds of or arising from the Transition Charges authorized in the Financing Order and any Tariffs filed pursuant thereto and any contractual rights to collect such Transition Charges from Customers and REPs), (b) all Transition Charges related to such Transition Property, (c) the Sale Agreement and each Bill of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and such Bills of Sale with respect to such Transition Property and the System Restoration Bonds, (d) the Servicing Agreement, the Administration Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the extent related to the foregoing Transition Property and the System Restoration Bonds, (e) the Collection Account, all subaccounts thereof and all amounts of cash, instruments, investment property or other assets on deposit therein or credited thereto from time to time and all Financial Assets and securities entitlements carried therein or credited thereto, (f) all rights to compel the Servicer to file for and obtain adjustments to the Transition Charges in accordance with Section 39.307 (as incorporated through Section 36.403(a)) of the Financing Act, the Financing Order or any Tariff filed in connection therewith, (g) all deposits, guarantees, surety bonds, letters of credit and other forms of credit support
EXHIBIT B
1


provided by or on behalf of REPs pursuant to the Financing Order or such Tariff, including investment earnings thereon and all amounts on deposit in the REP Deposit Accounts, (h) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing, whether such claims, demands, causes and choses in action constitute Transition Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (i) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters-of-credit rights, money, commercial tort claims and supporting obligations related to the foregoing, and (j) all payments on or under, and all proceeds in respect of, any or all of the foregoing; it being understood that the following do not constitute System Restoration Bond Collateral: (i) cash that has been released pursuant to Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding System Restoration Bonds, cash that has been released pursuant to Section 8.02(e)(xii) of the Indenture and (ii) amounts deposited with the Issuer on the Closing Date, for payment of costs of issuance with respect to the System Restoration Bonds (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 3.17 of the Indenture.
The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the System Restoration Bonds and all fees, expenses, counsel fees and other amounts due and payable to the Indenture Trustee equally and ratably without prejudice, priority or distinction, except as expressly provided in the Indenture, to secure compliance with the provisions of the Indenture with respect to the System Restoration Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture (collectively, the “Secured Obligations”). The Indenture and this Series Supplement constitute a security agreement within the meaning of the Financing Act and under the UCC to the extent that the provisions of the UCC are applicable hereto.
The Indenture Trustee, on behalf of the Secured Parties of the System Restoration Bonds, acknowledges such Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Supplement and the Indenture.
SECTION 1. Designation. The System Restoration Bonds shall be designated generally as the System Restoration Bonds and further denominated as Tranches [ ] through [ ].
SECTION 2. Initial Principal Amount; System Restoration Bond Interest Rate; Scheduled Payment Date; Final Maturity Date. The System Restoration Bonds of each Tranche shall have the initial principal amount, bear interest at the rates per annum and shall have the Scheduled Final Payment Dates and the Final Maturity Dates set forth below:
Tranche
Initial
Principal
Amount
System Restoration Bond
Interest
Rate
Scheduled Final
Payment
Date
Final
Maturity
Date

The System Restoration Bond Interest Rate shall be computed on the basis of a 360-day year of twelve 30-day months.
EXHIBIT B
2


SECTION 3. Authentication Date; Payment Dates; Expected Amortization Schedule for Principal; Periodic Interest; No Premium; Other Terms.
(a)     Authentication Date. The System Restoration Bonds that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on [ ] (the “Closing Date”) shall have as their date of authentication [ ].
(b)     Payment Dates. The Payment Dates for the System Restoration Bonds are __________ and __________ (each, a “Payment Date”) of each year or, if any such date is not a Business Day, the next succeeding Business Day, commencing on [ ] (the “Initial Payment Date”)and continuing until the earlier of repayment of the Tranche [ ] System Restoration Bonds in full and the Final Maturity Date for the Tranche [ ] System Restoration Bonds.
(c)     Expected Amortization Schedule for Principal. Unless an Event of Default shall have occurred and be continuing on each Payment Date, the Indenture Trustee shall distribute to the Holders of record as of the related Record Date amounts payable pursuant to Section 8.02(e) of the Indenture as principal, in the following order and priority: [(1) to the holders of the Tranche [ ] System Restoration Bonds, until the Outstanding Amount of such Tranche of System Restoration Bonds thereof has been reduced to zero; (2) to the holders of the Tranche [ ] System Restoration Bonds, until the Outstanding Amount of such Tranche of System Restoration Bonds thereof has been reduced to zero; and (3) to the holders of the Tranche [ ] System Restoration Bonds, until the Outstanding Amount of such Tranche of System Restoration Bonds thereof has been reduced to zero; (4)] provided, however, that in no event shall a principal payment pursuant to this Section 3(c) on any Tranche on a Payment Date be greater than the amount necessary to reduce the Outstanding Amount of such Tranche of System Restoration Bonds to the amount specified in the Expected Amortization Schedule which is attached as Schedule A hereto for such Tranche and Payment Date.
(d)     Periodic Interest. Periodic Interest will be payable on each Tranche of the System Restoration Bonds on each Payment Date in an amount equal to [one-half] of the product of (i) the applicable System Restoration Bond Interest Rate and (ii) the Outstanding Amount of the related Tranche of System Restoration 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 System Restoration Bonds on such preceding Payment Date (“Periodic Interest”); 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 Closing Date to, but excluding, the following Payment Date.
[(e)     Book-Entry System Restoration Bonds. The System Restoration Bonds shall [not] be Book-Entry System Restoration Bonds and the applicable provisions of Section 2.11 of the Indenture shall [not] apply to such System Restoration Bonds.]
(f)    Waterfall Caps. The amount payable with respect to the System Restoration Bonds pursuant to Section 8.02(e)(i) of the Indenture shall not exceed $             annually’ provided, however, that any such cap shall be disregarded and inapplicable upon the acceleration of the System Restoration Bonds following the occurrence and continuation of an Event of Default.
SECTION 4. Minimum Denominations. The System Restoration Bonds shall be issuable in the Minimum Denomination and integral multiples of $1,000 in excess thereof.
EXHIBIT B
3


SECTION 5. Certain Defined Terms. Article I of the Indenture provides that the meanings of certain defined terms used in the Indenture shall, when applied to the System Restoration Bonds, be as defined in Appendix A to the Indenture. Additionally, Article II of the Indenture provides that certain terms will have the meanings specified in this Supplement. With respect to the System Restoration Bonds, the following definitions shall apply:
Closing Date” has the meaning set forth in Section 3(a) of this Supplement.
Initial Payment Date” has the meaning set forth in Section 3(b) of this Supplement.
Minimum Denomination” shall mean $100,000.
Payment Date” has the meaning set forth in Section 3(b) of this Supplement.
Periodic Interest” has the meaning set forth in Section 3(d) of this Supplement.
System Restoration Bond Interest Rate” has the meaning set forth in Section 2 of this Supplement.
SECTION 6. Delivery and Payment for the System Restoration Bonds; Form of the System Restoration Bonds. The Indenture Trustee shall deliver the System Restoration Bonds to the Issuer when authenticated in accordance with Section 2.03 of the Indenture. The System Restoration Bonds of each Tranche shall be in the form of Exhibits A-[ ] through A-[ ] hereto.
SECTION 7. Ratification of Agreement. As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Supplement, shall be read, taken, and construed as one and the same instrument. This Supplement amends, modifies and supplemented the Indenture only in so far as it relates to the System Restoration Bonds.
SECTION 8. Counterparts. This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.
SECTION 9. GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND SECTIONS 9-301 THROUGH 9-306 OF THE NY UCC), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; PROVIDED THAT THE CREATION, ATTACHMENT AND PERFECTION OF ANY LIENS CREATED UNDER THE INDENTURE IN TRANSITION PROPERTY, AND ALL RIGHTS AND REMEDIES OF THE INDENTURE TRUSTEE AND THE HOLDERS WITH RESPECT TO SUCH TRANSITION PROPERTY, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
SECTION 10. Issuer Obligation. No recourse may be taken directly or indirectly, by the Holders with respect to the obligations of the Issuer on the System Restoration Bonds, under the Indenture or under this Supplement or any certificate or other writing delivered in connection herewith or therewith, against (i)  any owner of a beneficial interest in the Issuer (including ETI) or (ii) any shareholder, partner, owner, beneficiary, agent, officer, director,
EXHIBIT B
4


employee or agent of the Indenture Trustee, the Managers or any owner of a beneficial interest in the Issuer (including ETI) in its 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 (it being understood that none of the Indenture Trustee, the Managers and ETI have any such obligations in their respective individual or corporate capacities). Each Holder by accepting a System Restoration Bond specifically confirms the nonrecourse nature of these obligations, and waives and releases all such liability. The waiver and release are part of the consideration for issuance of the System Restoration Bonds.
SECTION 11. Application of System Restoration Bond Proceeds; Costs of Issuance Account. The proceeds of the System Restoration Bond Proceeds shall be applied to pay the costs of issuing the System Restoration Bonds and to purchase the Transition Property, as directed in an Officer’s Certificate. The Indenture Trustee shall, pursuant to an Issuer Order, deposit the amounts directed to be applied to the payment of the costs of issuance into a segregated trust account (the “Costs of Issuance Account”). Amounts in the Costs of Issuance Account shall be applied from time to time as directed by an Officer’s Certificate, to pay costs of issuing the System Restoration Bonds, and, upon payment of all such costs, for deposit into the General Subaccount and applied as a credit against System Restoration Charges as required by the Financing Order. Pending such application, amounts in the Costs of Issuance Account may be invested in the same manner and subject to the same restrictions as amounts in the General Subaccount, provided that any amount earned, or gains or losses, shall be credited to the Costs of Issuance Account.

EXHIBIT B
5


IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Supplement to be duly executed by their respective officers thereunto duly authorized as of the first day of the month and year first above written.

ENTERGY TEXAS RESTORATION FUNDING II, LLC, as Issuer
By: __________________________________
    Name:
    Title:
THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee
By: __________________________________
    Name:
    Title:


EXHIBIT B
6


SCHEDULE A
EXPECTED AMORTIZATION SCHEDULE

OUTSTANDING PRINCIPAL BALANCE OF EACH TRANCHE

PAYMENT DATE
TRANCHE TRANCHE TRANCHE
Closing Date
$ $ $
________ ___,        
________ ___,        
________ ___,        
________ ___,        

EXHIBIT B
7


EXHIBIT C
SERVICING CRITERIA TO BE ADDRESSED
BY INDENTURE 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 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.
1122(d)(1)(v) Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
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 of 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.
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 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 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.
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 2 business days to the servicer’s investor records, or such other number of days specified in the transaction agreements. X
EXHIBIT C
1


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 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 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.
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 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).
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 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 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 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.
EXHIBIT C
2


APPENDIX A
DEFINITIONS
This is Appendix A to the Indenture.
A.     Defined Terms. As used in the Indenture, the Sale Agreement, the LLC Agreement, the Servicing Agreement, the Series Supplement or any other Basic Document as hereinafter defined, as the case may be (unless the context requires a different meaning), the following terms have the following meanings:
17g-5 Website” is defined in Section 10.06 of the Indenture.
Act” is defined in Section 10.03(a) of the Indenture.
Actual SRC Collections” means, with respect to Billed SRCs in any Reconciliation Period, the amount of such Billed SRCs (less the amounts held back under the Tariffs by an applicable REP to reflect potential write-offs calculated for such Reconciliation Period), as adjusted for actual system write-off percentages experienced in the Reconciliation Period.
Administration Agreement” means the Administration Agreement, dated as of                   , 2022 by and between Entergy Texas and the Issuer, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Administration Fee” is defined in Section 2 of the Administration Agreement.
Administrator” means ETI, as Administrator under the Administration Agreement, or any successor Administrator to the extent permitted 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.
Amendatory Tariff” means a revision to service riders or any other notice filing filed with the PUCT in respect of a Tariff pursuant to a True-Up Adjustment.
Annual Accountant’s Report” is defined in Section 3.04 of the Servicing Agreement.
Annual True-Up Adjustment” means each adjustment to the System Restoration Charges made pursuant to the terms of the related Tariff in accordance with Section 4.01(b)(i) of the Servicing Agreement.
Annual True-Up Adjustment Date” means the first billing cycle of                    of each year, commencing on                       .
Applicable Law” has the meaning set forth in Section 10.21 of the Indenture.
Appendix A
1


Applicable REP” means, with respect to each Customer taking service from a REP, the REP, if any, responsible for billing and collecting all charges to such Customer, including the System Restoration Charges.
Application” means the Application of ETI for a Financing Order to securitize regulatory assets and other Qualified Costs filed by Entergy Texas with the PUCT on July 9, 2021 pursuant to the Securitization Law.
Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time.
Basic Documents” means the Indenture, the Administration Agreement, the Sale Agreement and the Bill of Sale, the Certificate of Formation, the LLC Agreement, the Servicing Agreement, the Series Supplement, the Letter of Representations, the Underwriting Agreement and all other documents and certificates delivered in connection therewith.
Bill of Sale” means a bill of sale substantially in the form of Exhibit A to the Sale Agreement.
Billed SRCs” is defined in Annex I to the Servicing Agreement.
Billing Period” means the period created by dividing the calendar year into twelve (12) consecutive periods of approximately twenty-one (21) Servicer Business Days.
Bills” means each of the regular monthly bills, summary bills, opening bills and closing bills issued to Customers by ETI or REPs or to REPs by ETI on its own behalf and in its capacity as Servicer.
Book-Entry Form” means, with respect to any System Restoration Bond that such System Restoration Bond is not certificated and the ownership and transfers thereof shall be made through book entries by a Clearing Agency as described in Section 2.11 of the Indenture and the Series Supplement pursuant to which such System Restoration Bond was issued.
Book-Entry System Restoration Bonds” means any System Restoration Bonds issued in Book-Entry Form; provided, however, that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive System Restoration Bonds are to be issued to the Holder of such System Restoration Bonds, such System Restoration Bonds shall no longer be “Book-Entry System Restoration Bonds”.
Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in Dallas, Texas or New York, New York are, or DTC is, authorized or obligated by law, regulation or executive order to remain closed.
Calculation Period” means, with respect to any True-Up Adjustment, the period comprised of the twelve (12) succeeding Collection Periods beginning with the Collection Period in which a True-Up Adjustment would go into effect; provided that in the case of any True-Up Adjustment which will go into effect after the last Scheduled Final Payment Date, the Calculation Period shall begin on the date the True-Up Adjustment goes into effect and end on the Payment Date next following such True-Up Adjustment date; and provided further that for the purpose of calculating the first Periodic Payment Requirement as of the Closing Date, “Calculation Period” means, initially, the period commencing on the Closing Date and ending on the last day of the billing cycle of                     .
Appendix A
2


Capital Contribution” means the amount of cash contributed to the Issuer by ETI as specified in the LLC Agreement.
Capital Subaccount” is defined in Section 8.02(a) of the Indenture.
Certificate of Compliance” means the certificates referred to in Section 3.03 of the Servicing Agreement and substantially in the form of Exhibit C attached to the Servicing Agreement.
Certificate of Formation” means the Certificate of Formation filed with the Secretary of State of the State of Delaware on August 12, 2021 pursuant to which the Issuer was formed.
Claim” means a “claim” as defined in Section 101(5) of the Bankruptcy Code.
Clearstream” means Clearstream Banking, Luxembourg, S.A.
Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.
Clearing Agency Participant” means a securities broker, dealer, bank, trust company, clearing corporation or 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.
Closing Date” means                  , 2022.
Code” means the Internal Revenue Code of 1986, as amended.
Collection Account” means the account established by the Issuer and maintained by the Indenture Trustee in accordance with Section 8.02(a) of the Indenture and any subaccounts contained therein.
Collection Period” means any period commencing on the first Servicer Business Day of any Billing Period and ending on the last Servicer Business Day of such Billing Period.
Corporate Trust Office” means the principal office of the Indenture Trustee at which, at any particular time, its corporate trust business shall be administered, which office as of the Closing Date is located at 101 Barclay Street, Floor 4W, New York, New York 10286, Attention: Corporate Trust - ABS Group, Telephone: (212) 815-8139, Facsimile: (212) 815-3883 or at such other address as the Indenture Trustee may designate from time to time by notice to the Holders of System Restoration Bonds and the Issuer, or the principal corporate trust office of any successor trustee by like notice.
Covenant Defeasance Option” is defined in Section 4.01(b) of the Indenture.
Customers” means all existing and future retail customers of ETI in the Service Area and all other existing and future retail customers who are obligated to pay System Restoration Charges pursuant to the Financing Order or any Tariff.
Daily Remittance” is defined in Section 6.11(a) of the Servicing Agreement.
Days Sales Outstanding” is defined in Annex I to the Servicing Agreement.
Appendix A
3


Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default as defined in Section 5.01 of the Indenture.
Definitive System Restoration Bonds” means System Restoration Bonds issued in definitive form in accordance with Section 2.13 of the Indenture.
Depositing REP” means a REP who provides a cash deposit pursuant to Section 3.05(e) of the Servicing Agreement.
Depositor” means ETI, in its capacity as depositor of the Transition Property.
DTC” means The Depository Trust Company or any successor thereto.
Electronic Means” means telephone, telecopy, telegraph, telex, internet, electronic mail, facsimile transmission or any other similar means of electronic communication. Any communication by telephone as an Electronic Means shall be promptly confirmed in writing or by one of the other means of electronic communication authorized herein.
Eligible Account” means a segregated non-interest-bearing trust account with an Eligible Institution.
Eligible Institution” means:
(a)     the corporate trust department of the Indenture Trustee, so long as any of the securities of the Indenture Trustee have (i) either a short-term credit rating from Moody’s of at least P-1, or a long term unsecured rating from Moody’s and Fitch of at least A2 and A, respectively, and (ii) a credit rating from S&P of at least A; or
(b)     a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), which (i) has either (A) a long-term issuer rating of “AA-” or higher by S&P and “A2” or higher by Moody’s or (B) a short-term issuer rating of “A-1+” or higher by S&P and “P-1” or higher by Moody’s, or any other long-term, short-term or certificate of deposit rating acceptable to the Rating Agencies and (ii) whose deposits are insured by the FDIC.
If so qualified under clause (b) above, the Indenture Trustee may be considered an Eligible Institution for the purposes of clause (a) of this definition.
Eligible Investments” mean instruments or investment property which evidence:
(a)     direct obligations of, or obligations fully and unconditionally guaranteed as to timely payment by, the United States of America;
(b)    demand or time deposits of, unsecured certificates of deposit of, money market deposit accounts of , or bankers’ acceptances issued by, any depository institution (including the Indenture Trustee, acting in its commercial capacity) incorporated or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities, so long as the commercial paper or other short term debt obligations of such depository institution are, at the time of deposit, rated not less than A-1 and P-1 or their equivalents by each of S&P and Moody’s, or such lower rating as will not result in the downgrading or withdrawal of the ratings of the System Restoration Bonds;
Appendix A
4


(c)    commercial paper (including commercial paper of the Indenture Trustee, acting in its commercial capacity, and other than commercial paper of ETI or any of its Affiliates), which at the time of purchase is rated not less than A-1 and P-1 or their equivalents by each of S&P and Moody’s, or such lower rating as will not result in the downgrading or withdrawal of the ratings of the System Restoration Bonds;
(d)    investments in money market funds having a rating in the highest investment category granted thereby (including funds for which the Indenture Trustee or any of its Affiliates is investment manager or advisor) from Moody’s and S&P;
(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 with a registered broker dealer, acting as principal and that meets the 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 and “A-1+” by Standard & Poor’s 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 and “A-1+” by Standard & Poor’s 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.
in each case maturing not later than the Business Day immediately preceding the next Payment Date or Special Payment Date, if applicable (for the avoidance of doubt, investments in money market funds or similar instruments which are redeemable on demand shall be deemed to satisfy the foregoing requirement). Notwithstanding the foregoing:  no securities or investments which mature in 30 days or more shall be “Eligible Investments” unless the issuer thereof has either a short-term unsecured debt rating of at least P-1 and F1 from Moody’s and Fitch, respectively, or a long-term unsecured debt rating of at least A2 or AA from Moody’s and Fitch, respectively, and also has a long-term unsecured debt rating of at least A+ from S&P;  no securities or investments described in clauses (b) through (d) above which have maturities of more than 30 days but less than or equal to 3 months shall be “Eligible Investments” unless the issuer thereof has a long-term unsecured debt rating of at least A1 and A from Moody’s and Fitch, respectively, and a short-term unsecured debt rating of at least P-1 and F1 from Moody’s and Fitch, respectively;  no securities or investments described in clauses (b) through (d) above which have maturities of more than 3 months shall be an “Eligible Investment” unless the issuer thereof has a long-term unsecured debt rating of at least Aa3 from Moody’s and a short-term unsecured debt rating of at least P1 from Moody’s; (4) no securities or investments described in clauses (b) through (d) above which have a maturity of 60 days or less shall be Eligible Investments unless such securities have a rating from S&P of at least A-1; and (5) no securities or investments described in clauses (b) through (d) above which have a maturity of more than 60 days shall be Eligible Investments unless such securities have a rating from S&P of at least AA-, A-1+ or AAAm.
Appendix A
5


Entergy Texas” or “ETI” means Entergy Texas, Inc. and its successor and assigns.
ERCOT” means the Electric Reliability Council of Texas or any successor thereto.
ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Affiliate” means with respect to any Person at any time, each trade or business (whether or not incorporated) that would, at that time, be treated together with such Person as a single employer under Section 401 of ERISA or Section 414(b), (c), (m) or (o) of the Code.
Estimated SRC Collections” means the sum of the payments in respect of System Restoration Charges which are estimated to have been received by the Servicer, directly or indirectly (including through a REP), from or on behalf of Customers, calculated in accordance with Annex I of the Servicing Agreement.
Euroclear” means the Euroclear System.
Event of Default” is defined in Section 5.01 of the Indenture.
Excess Funds Subaccount” is defined in Section 8.02(a) of the Indenture.
Excess Remittance” means the amount, if any, calculated for a particular Reconciliation Period, by which all Estimated SRC Collections remitted to the Collection Account during such Reconciliation Period exceed Actual SRC Collections received by the Servicer during such Reconciliation Period.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Expected Amortization Schedule” means, with respect to any Tranche, the expected amortization schedule related theretoset forth in the Series Supplement.
FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.
Federal Book-Entry Regulations” means 31 C.F.R. Part 357 et seq. (Department of Treasury).
Federal Book-Entry Securities” means securities issued in book-entry form by the United States Treasury.
Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Servicer from three (3) federal funds brokers of recognized standing selected by it.
Appendix A
6


FERC” means the Federal Energy Regulatory Commission or any successor thereto.
Final” means, with respect to any Financing Order, that such Financing Order has become final, is not being appealed and that the time for filing an appeal therefrom has expired.
Final Maturity Date” means, with respect to each Tranche of System Restoration Bonds, the Final Maturity Date therefor, as specified in the Series Supplement.
Financial Asset” means “financial asset” as set forth in Section 8-102(a)(9) of the NY UCC.
Financing Act” means Subchapter I of Chapter 36 of the Texas Utilities Code, §§ 36.401-36.406 and Subchapter G of Chapter 39 of the Texas Utilities Code, §§ 39.301-39.313, in each case as amended from time to time.
“Financing Order” means the Final Financing Order issued on January 14, 2022 by the PUCT pursuant to the Securitization Law, Docket No. 52302, authorizing the creation of the Transition Property.
Fitch” means Fitch, Inc. or any successor thereto.
General Subaccount” is defined in Section 8.02(a) of the Indenture.
Global System Restoration Bond” means a System Restoration Bond evidencing all or any part of the System Restoration Bonds to be issued to the Holders thereof in Book-Entry Form, which Global System Restoration Bond shall be issued to the Clearing Agency, or its nominee, in accordance with Section 2.11 of the Indenture and the Series Supplement pursuant to which the System Restoration Bond is issued.
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.
Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, grant, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture and the Series Supplement. A Grant of the System Restoration Bond Collateral or of any other agreement or instrument included therein 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 System Restoration Bond 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.
Hague Securities Convention” means the Convention on the Law Applicable to Certain Rights in Respect of Securities Held with an Intermediary, ratified September 28, 2016, S. Treaty Doc. No. 112-6 (2012).
Holder” or “Bondholder” means the Person in whose name a System Restoration Bond is registered on the System Restoration Bond Register.
Appendix A
7


Indenture” means the Indenture, dated as of                      , 2022, by and between the Issuer and The Bank of New York Mellon, as the Indenture Trustee and as Securities Intermediary, as originally executed and, as from time to time supplemented or amended by the Series Supplement or indentures supplemental thereto entered into pursuant to the applicable provisions of the Indenture, as so supplemented or amended, or both, and shall include the forms and terms of the System Restoration Bonds established thereunder.
Indenture Trustee” means The Bank of New York Mellon, a New York banking corporation, as indenture trustee for the benefit of the Secured Parties, or any successor indenture trustee under the Indenture.
Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor on the System Restoration 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 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 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 (other than as an independent director or manager) or person performing similar functions.
Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and consented to by the Indenture Trustee, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.
Independent Manager” is defined in Section 4.01 of the LLC Agreement.
Independent Manager Fee” is defined in Section 4.01(a) of the LLC Agreement.
Initial Tariff” means the initial Tariff filed with the PUCT to evidence the System Restoration Charges pursuant to the Financing Order.
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 sixty (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, or the taking of action by such Person in furtherance of any of the foregoing.
Insolvency Law” means any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect.
Appendix A
8


Interim True-Up Adjustment” means any adjustment to the System Restoration Charges made pursuant to the terms of the related Tariff and in accordance with Section 4.01(b)(iii) of the Servicing Agreement.
Interim True-Up Adjustment Date” means the effective date of any Interim True-Up Adjustment.
Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.
Internal Revenue Service” means the Internal Revenue Service of the United States of America.
Investment Company Act” means the Investment Company Act of 1940, as amended.
Investment Earnings” means investment earnings on funds deposited in the Collection Account net of losses and investment expenses.
Issuance Advice Letter” means the Issuance Advice Letter filed with the PUCT pursuant to the Financing Act and the Financing Order with respect to the System Restoration Charges.
Issuer” means Entergy Texas Restoration Funding II, LLC, a Delaware limited liability company, named as such in the Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the System Restoration Bonds.
Issuer Order” and “Issuer Request” mean a written order or request signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Indenture Trustee or Paying Agent, as applicable.
Legal Defeasance Option” is defined in Section 4.01(b) of the Indenture.
Letter of Representations” means any applicable agreement between the Issuer and the applicable Clearing Agency, with respect to such Clearing Agency’s rights and obligations (in its capacity as a Clearing Agency) with respect to any Book-Entry System Restoration Bonds, as the same may be amended, supplemented, restated or otherwise modified from time to time.
Lien” means a security interest, lien, mortgage, charge, pledge, claim, equity or encumbrance of any kind.
LLC Act” means the Delaware Limited Liability Company Act, as amended.
LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Entergy Texas Restoration Funding II, LLC, dated as of                , 2022, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Loss” is defined in Section 1.01(b) of the Sale Agreement.
Losses” is defined in Section 5.03 of the Servicing Agreement.
Manager” means each manager of the Issuer under the LLC Agreement.
Appendix A
9


Member” has the meaning specified in the first paragraph of the LLC Agreement.
Minimum Denomination” means, with respect to any System Restoration Bond, the minimum denomination therefor specified in the Series Supplement, which minimum denomination shall be not less than $100,000, except for one System Restoration Bond of each tranche which may be of a smaller denomination, and, except as otherwise provided in the Series Supplement, integral multiples thereof.
Monthly Servicer’s Certificate” means a certificate, substantially in the form of Exhibit A to the Servicing Agreement, completed and executed by a Responsible Officer of the Servicer pursuant to Section 3.01(b)(iii) of the Servicing Agreement.
Moody’s” means Moody’s Investors Service, Inc. or any successor thereto.
Non-Standard True-Up Adjustment” means any special adjustment to the System Restoration Charges to reallocate the amounts of such System Restoration Charges among SRC Customer Classes pursuant to the terms of the related Tariff under the heading “Non-Standard True-Up Procedure” and in accordance with Section 4.01(b)(ii) of the Servicing Agreement.
Non-Standard True-Up Adjustment Date” means the earlier of (i) the date revised System Restoration Charges are approved and effective pursuant to a final order of the PUCT in the related Non-Standard True-Up Adjustment proceeding and (ii) the first billing cycle of                       of the applicable year.
Non-U.S. Holder” means a holder of System Restoration Bonds that is not a U.S. Holder, but does not include (i) an entity or arrangement treated as a partnership for U.S. federal income tax purposes, (ii) a former citizen of the United States or (iii) a former resident of the United States.
Notice of Default” is defined in Section 5.01 of the Indenture.
NY UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York.
Officer’s Certificate” means a certificate signed by a Responsible Officer of the Issuer under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Responsible Officer of the party delivering such certificate.
Operating Expenses” means all unreimbursed fees, costs and expenses of the Issuer, including all amounts owed by the Issuer to the Indenture Trustee, any Manager, the Servicing Fee, the Administration Fee, legal and accounting fees, Rating Agency fees, costs and expenses of the Issuer and ETI and any franchise taxes owed on investment income in the Collection Account.
Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in the Basic Documents, be employees 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, and shall be in form and substance reasonably acceptable to such party. Any Opinion of Counsel may be based, insofar as it relates to factual matters (including financial and capital markets), upon a certificate or opinion or, or
Appendix A
10


representations by, an officer or officer of the Servicer or the Issuer and other documents necessary and advisable in the judgment of counsel delivering such opinion.
Outstanding” means, as of the date of determination, all System Restoration Bonds theretofore authenticated and delivered under this Indenture except:
(a)     System Restoration Bonds theretofore canceled by the System Restoration Bond Registrar or delivered to the System Restoration Bond Registrar for cancellation;
(b)     System Restoration Bonds or portions thereof the payment for which money in the necessary amount has been theretofore irrevocably deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such System Restoration Bonds; and
(c)     System Restoration Bonds in exchange for or in lieu of other System Restoration Bonds which have been issued pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such System Restoration Bonds are held by a Protected Purchaser;
provided that in determining whether the Holders of the requisite Outstanding Amount of the System Restoration Bonds or any Tranche thereof have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, System Restoration Bonds owned by the Issuer, any other obligor upon the System Restoration Bonds, the Member, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only System Restoration Bonds that the Indenture Trustee actually knows to be so owned shall be so disregarded. System Restoration Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such System Restoration Bonds and that the pledgee is not the Issuer, any other obligor upon the System Restoration Bonds, the Member, the Seller, the Servicer or any Affiliate of any of the foregoing Persons.
Outstanding Amount” means the aggregate principal amount of all System Restoration Bonds or, if the context requires, all System Restoration Bonds of a Tranche, Outstanding at the date of determination.
Paying Agent” means with respect to the Indenture, the Indenture Trustee and any other Person appointed as a paying agent for the System Restoration Bonds pursuant to the Indenture.
Payment Date” means, with respect to any Tranche of System Restoration Bonds, the dates specified in the Series Supplement; provided that if any such date is not a Business Day, the Payment Date shall be the Business Day immediately succeeding such date.
Periodic Billing Requirement” means, for any Calculation Period, the aggregate amount of System Restoration Charges calculated by the Servicer as necessary to be billed during such period in order to collect the Periodic Payment Requirement on or before the end of the Collection Period immediately preceding the next Annual True-Up Adjustment Date.
Periodic Billing Requirement Allocation Factors” or “PBRAF” means, for any Calculation Period, the percentages of the Period Billing Requirement allocable to each Transition Charge rate class as established by the applicable Tariff.
Appendix A
11


Periodic Interest” means, with respect to any Payment Date, the periodic interest for such Payment Date as specified in the Series Supplement.
Periodic Payment Requirement” for any Calculation Period means the total dollar amount of SRC Collections reasonably calculated by the Servicer in accordance with Section 4.01 of the Servicing Agreement as necessary to be received during such period (after giving effect to the allocation and distribution of amounts on deposit in the Excess Funds Subaccount at the time of calculation and which are projected to be available for payments on the System Restoration Bonds at the end of such Calculation Period and including any shortfalls in the Periodic Payment Requirement for any prior Calculation Period) in order to ensure that, as of the last Payment Date occurring in such Calculation Period, (1) all accrued and unpaid interest on the System Restoration Bonds then due shall have been paid in full on a timely basis, (2) the Outstanding Amount of the System Restoration Bonds is equal to the Projected Unrecovered Balance on each Payment Date during such Calculation Period, (3) the balance on deposit in the Capital Subaccount equals the aggregate Required Capital Level and (4) all other fees and expenses due and owing and required or allowed to be paid under Section 8.02 of the Indenture as of such date shall have been paid in full; provided that, with respect to any Annual True-Up Adjustment or Interim True-Up Adjustment occurring after the last Scheduled Final Payment Date for any System Restoration Bonds, the Periodic Payment Requirement shall be calculated to ensure that sufficient System Restoration Charges will be collected to retire such System Restoration Bonds in full as of the earlier of (x) the Payment Date preceding the next Annual True-Up Adjustment Date and (y) the Final Maturity Date for such System Restoration Bonds.
Periodic Principal” means, with respect to any Payment Date, the excess, if any, of the Outstanding Amount of the System Restoration Bonds over the outstanding Projected Unrecovered Balance specified for such Payment Date on the Expected Amortization Schedule.
Permitted Lien” means the Lien created by the Indenture.
Permitted Successor” is defined in Section 5.02 of the Sale Agreement.
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 System Restoration Bond” means, with respect to any particular System Restoration Bond, every previous System Restoration Bond evidencing all or a portion of the same debt as that evidenced by such particular System Restoration Bond, and, for the purpose of this definition, any System Restoration Bond authenticated and delivered under Section 2.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen System Restoration Bond shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen System Restoration Bond.
Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.
Projected Unrecovered Balance” means, as of any Payment Date, the sum of the projected outstanding principal amount of each Tranche of System Restoration Bonds for such Payment Date set forth in the Expected Amortization Schedule.
Prospectus” means the prospectus dated                , 2022 relating to the System Restoration Bonds.
Appendix A
12


Protected Purchaser” has the meaning specified in Section 8-303 of the UCC.
PUCT” means the Public Utility Commission of Texas, or any Governmental Authority succeeding to the duties of such agency.
PUCT Regulations” means the regulations, including proposed or temporary regulations, promulgated under the Utilities Code.
Qualified Costs” means all qualified costs as defined in Section 39.302 (as modified by Section 36.403(f)) of the Securitization Law.
Rating Agency”, with respect to any Tranche of System Restoration Bonds, means any of Moody’s or Standard & Poor’s which provides a rating with respect to the System Restoration Bonds. 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 Issuer, notice of which designation shall be given to the Indenture Trustee and the Servicer.
Rating Agency Condition” means, with respect to any action, not less than ten (10) 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 Indenture Trustee and the 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 System Restoration Bonds and that prior to the taking of the proposed action no other Rating Agency shall have provided written notice to the Issuer that such action has resulted or would result in the suspension, reduction or withdrawal of the then current rating of any Tranche of System Restoration Bonds; provided, that if within such ten (10) 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 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 (5) Business Days following such second (2nd) 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).
Reconciliation Period” means, with respect to any Collection Period, the twelve-month period ending the first day of such Collection Period preceding the delivery of the Monthly Servicer’s Certificate required under Section 6(e)(i) of Annex I to the Servicing Agreement; provided, that the initial Reconciliation Period shall commence on the Closing Date and that a shorter Reconciliation Period may be established pursuant to Section 8.01(b) of the Servicing Agreement.
Record Date” means, with respect to a Payment Date, in the case of Definitive System Restoration Bonds, the close of business on the last day of the calendar month preceding the calendar month in which such Payment Date occurs, and in the case of Book-Entry System Restoration Bonds, the close of business one Business Day prior to the applicable Payment Date.
Registered Holder” means the Person in whose name a System Restoration Bond is registered on the System Restoration Bond Register.
Appendix A
13


Registration Statement” means the registration statement, Form SF-1 Registration Nos. 333-259293 and 333-259293-01, filed with the SEC for registration under the Securities Act relating to the offering and sale of the System Restoration Bonds, and including all amendments thereto.
Regulation AB” means the rules of the SEC promulgated under Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such may be amended from time to time.
Remittance Requirement” means, with respect to any Third-Party Collector, the requirement that such Third-Party Collector remit System Restoration Charges to the Servicer within a prescribed number of days of billing by the Servicer in accordance with, if applicable, the Financing Order, Tariffs, other tariffs and any other PUCT Regulations.
Remittance Shortfall” means the amount, if any, calculated for a particular Reconciliation Period, by which Actual SRC Collections received by the Servicer during such Reconciliation Period exceed all Estimated SRC Collections remitted to the Collection Account during such Reconciliation Period.
REP” means a retail electric provider as defined in Section 31.002(17) of the Utilities Code and shall include any REP that acts as the provider of last resort.
REP Credit Requirements” means the credit and collection policies applicable to REPs under the Financing Order, Tariffs and other PUCT Regulations.
REP Deposit Accounts” is defined in Section 8.02(g) of the Indenture.
REP Deposit Requirements” means the deposit, credit rating and alternative credit support requirements applicable to REPs under the Financing Order, Tariffs and other PUCT Regulations.
Required Capital Level” means an amount equal to 0.50% of the initial principal amount of the System Restoration Bonds, or such other amount as may be permitted or required under the Financing Order and applicable Internal Revenue Service rulings, deposited into the Capital Subaccount by the Member prior to or upon the issuance of the System Restoration Bonds.
Requirement of Law” means any foreign, federal, state or local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Authority or common law.
Responsible Officer” means with respect to (a) the Issuer, any Manager or any duly authorized officer; (b) the Indenture Trustee, any officer within the Corporate Trust Office of such trustee (including the President, any Vice President, Assistant Vice President, Secretary or Assistant Treasurer, Trust Officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by persons who at the time shall be such officers, respectively, and that has direct responsibility for the administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred to because of such officer’s knowledge and familiarity with the particular subject); (c) any corporation (other than the Indenture Trustee), the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Assistant Treasurer or any other duly authorized officer of such Person who has been authorized to act in the circumstances; (d) any partnership, any general partner thereof; and (e) any other Person (other than an individual or
Appendix A
14


the Indenture Trustee), any duly authorized officer or member of such Person, as the context may require, who is authorized to act in matters relating to such Person.
Retirement of the System Restoration Bonds” means any day on which the final distribution is made to the Indenture Trustee in respect of the last Outstanding System Restoration Bonds.
Sale Agreement” means the Transition Property Purchase and Sale Agreement, dated as of                        , 2022, by and between Entergy Texas and the Issuer, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Sanctions” is defined in Section 3.24 of the Indenture.
Scheduled Final Payment Date” means with respect to each Tranche of System Restoration Bonds, the date when all interest and principal is scheduled to be paid with respect to that Tranche in accordance with the Expected Amortization Schedule, as specified in the Series Supplement. For the avoidance of doubt, the Scheduled Final Payment Date with respect to any Tranche shall be the last Scheduled Payment Date set forth in the Expected Amortization Schedule relating to such Tranche. The “last Scheduled Final Payment Date” means the Scheduled Final Payment Date of the last maturing Tranche of System Restoration Bonds.
Scheduled Payment Date” is defined in the Series Supplement with respect to each Tranche of System Restoration Bonds.
SEC” means the U.S. Securities and Exchange Commission.
Secretary of State” means the Secretary of State of the State of Delaware or the Secretary of State of the State of Texas, as the case may be, or any Governmental Authority succeeding to the duties of such offices.
Secured Obligations” is defined in the Series Supplement.
Secured Parties” means, with respect to the System Restoration Bonds, the Indenture Trustee, the relevant Bondholders and any credit enhancer described in the Series Supplement.
Securities Account” means the Collection Account (to the extent it constitutes a securities account as defined in the NY UCC and Federal Book-Entry Regulations).
Securities Act” means the Securities Act of 1933, as amended.
Securities Intermediary” means The Bank of New York Mellon, a New York banking corporation, solely in the capacity of a “securities intermediary” as defined in the NY UCC and Federal Book-Entry Regulations or any successor securities intermediary under the Indenture.
Security Entitlement” means “security entitlement” (as defined in Section 8-102(a)(17) of the NY UCC) with respect to Financial Assets now or hereafter credited to the Securities Account and, with respect to Federal Book-Entry Regulations, with respect to Federal Book-Entry Securities now or hereafter credited to the Securities Account, as applicable.
Seller” is defined in the Preamble to the Sale Agreement.
Appendix A
15


Semi-Annual Servicer’s Certificate” means a certificate, substantially in the form of Exhibit B to the Servicing Agreement, completed and executed by a Responsible Officer of the Servicer pursuant to Section 4.01(c)(ii) of the Servicing Agreement.
Series Supplement” means an indenture supplemental to the Indenture that authorizes the issuance of the System Restoration Bonds, a form of which is attached as Exhibit B to the Indenture.
Service Area” means Entergy Texas’ certificated service area as it existed on January 14, 2022.
Servicer” means Entergy Texas, as Servicer under the Servicing Agreement, or any successor Servicer to the extent permitted under the Servicing Agreement.
Servicer Business Day” means any day other than a Saturday, Sunday or holiday on which the Servicer maintains normal office hours and conducts business.
Servicer Default” is defined in Section 7.01 of the Servicing Agreement.
Servicing Agreement” means the Transition Property Servicing Agreement, dated as of                     , 2022, by and between the Issuer and Entergy Texas, as the same may be amended, restated, supplemented or otherwise modified from time to time.
Servicing Fee” means the fee payable to the Servicer on each Payment Date for services rendered during the period from, but not including, the preceding Payment Date (or from the Closing Date in the case of the first Payment Date) to and including the current Payment Date, determined pursuant to Section 6.06 of the Servicing Agreement.
Servicing Standard” means the obligation of the Servicer to calculate, apply, remit and reconcile proceeds of the Transition Property, including TC Payments, and all other System Restoration Bond Collateral for the benefit of the Issuer and the Holders (i) with the same degree of care and diligence as the Servicer applies with respect to payments owed to it for its own account, (ii) in accordance with all applicable procedures and requirements established by the PUCT for collection of electric utility tariffs and (iii) in accordance with the other terms of the Servicing Agreement.
Special Member” is defined in Section 1.02 of the LLC Agreement.
Special Payment” means with respect to any Tranche of System Restoration Bonds, any payment of principal of or interest on (including any interest accruing upon default), or any other amount in respect of, the System Restoration Bonds of such Tranche that is not actually paid within five (5) days of the Payment Date applicable thereto.
Special Payment Date” means the date on which a Special Payment is to be made by the Indenture Trustee to the Holders.
Special Record Date” means with respect to any Special Payment Date, the close of business on the fifteenth (15th) day (whether or not a Business Day) preceding such Special Payment Date.
Sponsor” means Entergy Texas, in its capacity as “sponsor” of the System Restoration Bonds within the meaning of Regulation AB.
Appendix A
16


SRC Collections” means System Restoration Charges received by the Servicer to be remitted to the Collection Account.
SRC Customer Class” means each customer class identified as a separate rate class in the Tariff.
SRC Payments” means the payments made by Customers based on the System Restoration Charges.
Standard & Poor’s” or “S&P” means Standard & Poor’s Ratings Group, Inc., or any successor thereto. References to S&P are effective so long as S&P is a Rating Agency.
State” means any one of the fifty states of the United States of America or the District of Columbia.
State Pledge” means the pledge of the State of Texas as set forth in Section 39.310 of the Financing Act.
Subaccounts” is defined in Section 8.02(a) of the Indenture.
Successor Servicer” is defined in Section 3.07(e) of the Indenture.
System Restoration Bond Collateral” has the meaning specified in the preamble of the Indenture.
System Restoration Bond Interest Rate” means, with respect to any Tranche of System Restoration Bonds, the rate at which interest accrues on the System Restoration Bonds of such Tranche, as specified in the Series Supplement.
System Restoration Bond Register” means the register maintained pursuant to Error! Reference source not found. of the Indenture, providing for the registration of the System Restoration Bonds and transfers and exchanges thereof.
System Restoration Bond Registrar” means the registrar at any time of the System Restoration Bond Register, appointed pursuant to Section 2.05 of the Indenture.
System Restoration Bonds” means the System Restoration Bonds authorized by the Financing Order and issued under the Indenture.
System Restoration Charge” means any transition charge as defined in Section 36.403(f) of the Securitization Law which is authorized by the Financing Order.
Tariff” means any rate tariff filed with the PUCT pursuant to the Securitization Law to evidence the System Restoration Charges.
Temporary System Restoration Bonds” means System Restoration Bonds executed by the Issuer, and upon the receipt of an Issuer Order, authenticated and delivered by the Indenture Trustee pending the preparation of Definitive System Restoration Bonds pursuant to Section 2.04 of the Indenture.
Termination Notice” is defined in Section 7.01 of the Servicing Agreement.
Texas UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of Texas.
Appendix A
17


Third-Party Collector” means each third party, including each REP, which, pursuant to any Tariff, any other tariffs filed with the PUCT, or any agreement with ETI, is obligated to bill, pay or collect System Restoration Charges.
Tranche” means, with respect to the System Restoration Bonds, any one of the tranches of the System Restoration Bonds.
Transition Property” means all transition property as defined in Section 39.302(8) of the Securitization Law created pursuant to the Financing Order and sold or otherwise conveyed to the Issuer under the Sale Agreement, including the right to impose, collect and receive the System Restoration Charges authorized in the Financing Order. As used in the Basic Documents, the term “Transition Property” when used with respect to ETI includes the contract rights of ETI that exist prior to the time that such rights are first transferred in connection with the issuance of the System Restoration Bonds, at which time they become transition property in accordance with Section 39.304 of the Securitization Law.
Transition Property Notices” means transition property notices filed with the Secretary of State of the State of Texas pursuant to Section 39.309 of the Securitization Law.
Transition Property Records” is defined in Section 5.01 of the Servicing Agreement.
Treasury Regulations” means the regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.
True-Up Adjustment” means any Annual True-Up Adjustment, Interim True-Up Adjustment or Non-Standard True-Up Adjustment, as the case may be.
Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force on the Closing Date, 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.
Underwriters” means the underwriters who purchase System Restoration Bonds of any Tranche from the Issuer and resell such System Restoration Bonds in a public offering.
Underwriting Agreement” means the Underwriting Agreement, dated                        , 2022, by and among Entergy Texas, the Underwriters and the Issuer, as the same may be amended, supplemented or modified from time to time.
Unrecovered Balance” means, as of any Payment Date, the sum of the Outstanding Amount of the System Restoration Bonds less the amount in the Excess Funds Subaccount available to make principal payments on the System Restoration Bonds.
Utilities Code” means the Texas Utilities Code, as amended from time to time.
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
Appendix A
18


credit of the United States of America is pledged and which are not callable at the option of the issuer thereof.
B.     Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with United States generally accepted accounting principles. To the extent that the definitions of accounting terms in any Basic Document are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained in such Basic Document shall control. As used in the Basic Documents, the term “including” means “including without limitation,” and other forms of the verb “to include” have correlative meanings. All references to any Person shall include such Person’s permitted successors.
C.     Computation of Time Periods. Unless otherwise stated in any of the Basic Documents, as the case may be, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.
D.     Reference; Captions. The words “hereof”, “herein” and “hereunder” and words of similar import when used in any Basic Document shall refer to such Basic Document as a whole and not to any particular provision of such Basic Document; and references to “Section”, “subsection”, “Schedule” and “Exhibit” in any Basic Document are references to Sections, subsections, Schedules and Exhibits in or to such Basic Document unless otherwise specified in such Basic Document. The various captions (including the tables of contents) in each Basic Document are provided solely for convenience of reference and shall not affect the meaning or interpretation of any Basic Document.
E.    The definitions contained in this Appendix A 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.


Appendix A
19
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
United States
Tel +1 212 318 3000
Fax +1 212 318 3400
nortonrosefulbright.com
IMAGE_1A.JPG






Exhibit 5.1
January 28, 2022
Entergy Texas, Inc.
Entergy Texas Restoration Funding II, LLC

Re:    Entergy Texas Restoration Funding II, LLC
Ladies and Gentlemen:
We have acted as special counsel to Entergy Texas, Inc., a Texas corporation (“Entergy Texas”), and Entergy Texas Restoration Funding II, LLC, a Delaware limited liability company (the “Company”), in connection with the issuance and registration of $294,450,000 aggregate principal amount of the Company’s Senior Secured System Restoration Bonds, Series 2022-A (the “Restoration Bonds”). In connection therewith, reference is made to the Registration Statement filed on Form SF-1 (Registration Nos. 333-259293 and 333-259293-01) filed on September 1, 2021 (as amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Restoration Bonds are to be issued under an Indenture (the “Indenture”) by and between the Company and The Bank of New York Mellon, a New York banking corporation, as indenture trustee (the “Indenture Trustee”).
In connection with this opinion letter, we have examined the Registration Statement and the Indenture, a form of which has been filed with the Commission as an exhibit to the Registration Statement. We have also examined such certificates, documents and records and have made such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. We have examined and relied upon originals, or copies of originals, certified or otherwise identified to our satisfaction of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and other instruments, and examined such questions of law and satisfied ourselves to such matters of fact as we deemed relevant or necessary as a basis for this letter. In rendering the opinions expressed in this letter, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of any copies thereof submitted to us for examination. As to any facts material to the opinions expressed herein, we have relied, without independent verification, upon certificates and oral or written statements and representations of public officials and officers and other representatives of the Company and others.

103426115.7

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

January 28, 2022
Page 2
IMAGE_0A.JPG

Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1.    The Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware.
2.     The Company has limited liability company power and authority to execute and deliver the Indenture and to authorize and issue the Restoration Bonds and to perform its obligations under the Indenture and the Restoration Bonds.
3.    The Restoration Bonds, when duly executed and authenticated in accordance with the provisions of the Indenture and delivered against receipt of payment therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.
This letter is limited to the Limited Liability Company Act of the State of Delaware and the laws of the State of New York (excluding the securities laws of the State of New York). We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this letter as an exhibit on Form 8-K filed on the date hereof with respect to the above-referenced Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving the foregoing consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Norton Rose Fulbright US LLP
Norton Rose Fulbright US LLP


Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, New York 10019-6022
United States
Tel +1 212 318 3000
Fax +1 212 318 3400
nortonrosefulbright.com
IMAGE_1.JPG







Exhibit 8.1
January 28, 2022
Entergy Texas, Inc.
Entergy Texas Restoration Funding II, LLC
10055 Grogans Mill Road
The Woodlands, Texas 77380

Re:    Entergy Texas Restoration Funding II, LLC
Ladies and Gentlemen:
We have acted as special counsel to Entergy Texas, Inc., a Texas corporation (“Entergy Texas”), and Entergy Texas Restoration Funding II, LLC, a Delaware limited liability company (the “Company”), in connection with the issuance and registration of $294,450,000 aggregate principal amount of the Company’s Senior Secured System Restoration Bonds, Series 2022-A (the “Restoration Bonds”). In connection therewith, reference is made to the Registration Statement filed on Form SF-1 (Registration Nos. 333-259293 and 333-259293-01) filed on September 1, 2021 (as amended, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Restoration Bonds have been offered in such manner as described in the form of the prospectus (the “Prospectus”) included as part of the Registration Statement. The Restoration Bonds are to be issued under an Indenture (the “Indenture”) between the Company and The Bank of New York Mellon, a New York banking corporation, as indenture trustee (the “Indenture Trustee”).

In connection with this opinion letter, we have examined the Registration Statement and the Indenture, a form of which has been filed with the Commission as an exhibit to the Registration Statement. We have also examined such certificates, documents and records and have made such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. We have examined and relied upon originals, or copies of originals, certified or otherwise identified to our satisfaction of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and other instruments, and examined such questions of law and satisfied ourselves to such matters of fact as we deemed relevant or necessary as a basis for this letter. In rendering the opinions expressed in this letter, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals
103426127.7
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.


January 28, 2022
Page 2
IMAGE_0.JPG

and the conformity with the original documents of any copies thereof submitted to us for examination. As to any facts material to the opinions expressed herein, we have, without independent verification, relied upon statements and representations of officers and other representatives of the Company or others.

Based upon the foregoing, it is our opinion that for U.S. federal income tax purposes, (1) the Company will not be treated as a taxable entity separate and apart from Entergy Texas and (2) the Restoration Bonds will be treated as debt of Entergy Texas.

Our opinion is limited to the United States federal income tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other tax consequences regarding the transaction referred to above or any other transaction. This opinion is rendered as of the date hereof and is based on the current provisions of the Internal Revenue Code and the Treasury regulations issued or proposed thereunder, Revenue Rulings, Revenue Procedures and other published releases of the Internal Revenue Service and current case law, any of which can change at any time. Any change could apply retroactively and modify the legal conclusions upon which our opinions are based. This opinion is rendered as of the date hereof and we do not undertake, and hereby disclaim, any obligation to advise you of any changes in law or fact, whether or not material, that may be brought to our attention at a later date.

We are furnishing this opinion to you solely in connection with the issuance of the Restoration Bonds described above, and this opinion is not to be relied on, circulated, quoted or otherwise referred to for any other purpose. However, we hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references to this Firm in the Prospectus under the section captioned "Prospectus Summary— Federal Income Tax Status,” and under the section captioned "Material U.S. Federal Income Tax Consequences.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the related rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Norton Rose Fulbright US LLP

Norton Rose Fulbright US LLP



Exhibit 10.1

TRANSITION PROPERTY SERVICING AGREEMENT

by and between

ENTERGY TEXAS RESTORATION FUNDING II, LLC,
as Issuer

and

ENTERGY TEXAS, INC.,
as Servicer


Dated as of                 , 2022





TABLE OF CONTENTS
Page
ARTICLE I

DEFINITIONS
SECTION 1.01.    Definitions.    1
ARTICLE II

APPOINTMENT AND AUTHORIZATION
SECTION 2.01.    Appointment of Servicer; Acceptance of Appointment    2
SECTION 2.02.    Authorization    2
SECTION 2.03.    Dominion and Control Over the Transition Property    2
ARTICLE III

ROLE OF SERVICER
SECTION 3.01.    Duties of Servicer    3
SECTION 3.02.    Servicing and Maintenance Standards    5
SECTION 3.03.    Annual Reports on Compliance with Regulation AB.    6
SECTION 3.04.    Annual Report by Independent Registered Public Accountants.    7
SECTION 3.05.    Monitoring of Third-Party Collectors    7
ARTICLE IV

SERVICES RELATED TO TRUE-UP ADJUSTMENTS
SECTION 4.01.    True-Up Adjustments    10
SECTION 4.02.    Limitation of Liability    14
ARTICLE V

THE TRANSITION PROPERTY
SECTION 5.01.    Custody of Transition Property Records    15
SECTION 5.02.    Duties of Servicer as Custodian.    15
SECTION 5.03.    Custodian’s Indemnification    16
SECTION 5.04.    Effective Period and Termination    17
ARTICLE VI

THE SERVICER
SECTION 6.01.    Representations and Warranties of Servicer    17
SECTION 6.02.    Indemnities of Servicer; Release of Claims    19
SECTION 6.03.    Binding Effect of Servicing Obligations    20
SECTION 6.04.    Limitation on Liability of Servicer and Others    22
SECTION 6.05.    ETI Not to Resign as Servicer    22
SECTION 6.06.    Servicing Compensation    23
SECTION 6.07.    Compliance with Applicable Law    24
i


SECTION 6.08.    Access to Certain Records and Information Regarding Transition Property    24
SECTION 6.09.    Appointments    24
SECTION 6.10.    No Servicer Advances    24
SECTION 6.11.    Remittances    24
SECTION 6.12.    Maintenance of Operations    25
ARTICLE VII

DEFAULT
SECTION 7.01.    Servicer Default    26
SECTION 7.02.    Appointment of Successor.    27
SECTION 7.03.    Waiver of Past Defaults    28
SECTION 7.04.    Notice of Servicer Default    28
SECTION 7.05.    Cooperation with Successor    28
ARTICLE VIII

MISCELLANEOUS PROVISIONS
SECTION 8.01.    Amendment.    28
SECTION 8.02.    PUCT Condition    30
SECTION 8.03.    Maintenance of Accounts and Records    31
SECTION 8.04.    Notices    31
SECTION 8.05.    Assignment    32
SECTION 8.06.    Limitations on Rights of Others    32
SECTION 8.07.    Severability    32
SECTION 8.08.    Separate Counterparts    32
SECTION 8.09.    Headings    33
SECTION 8.10.    GOVERNING LAW    33
SECTION 8.11.    Assignment to Indenture Trustee    33
SECTION 8.12.    Nonpetition Covenants    33
SECTION 8.13.    Limitation of Liability    33

EXHIBITS AND SCHEDULES

Exhibit A        Form of Monthly Servicer’s Certificate
Exhibit B        Form of Semi-Annual Servicer’s Certificate
Exhibit C        Form of Servicer’s Regulation AB Compliance Certificate
Schedule 4.01(a)    Expected Amortization Schedule

ANNEXES
Annex I        Servicing Procedures
    ii


This TRANSITION PROPERTY SERVICING AGREEMENT (this “Agreement”), dated as of                , 2022, is between ENTERGY TEXAS RESTORATION FUNDING II, LLC, a Delaware limited liability company, as issuer (the “Issuer”), and ENTERGY TEXAS, INC. (“ETI”), a Texas corporation, as servicer (the “Servicer”).
RECITALS
WHEREAS, pursuant to the Financing Act and the Financing Order, ETI, in its capacity as seller (the “Seller”), and the Issuer are concurrently entering into the Sale Agreement pursuant to which the Seller is selling and the Issuer is purchasing certain Transition Property created pursuant to the Financing Act and the Financing Order described therein;
WHEREAS, in connection with its ownership of the Transition Property and in order to collect the associated System Restoration Charges, the Issuer desires to engage the Servicer to carry out the functions described herein (such functions or similar functions currently performed by the Servicer for itself with respect to its own charges to its Customers and for Entergy Texas Restoration Funding, LLC with respect to a prior transaction under the Financing Act) and the Servicer desires to be so engaged;
WHEREAS, the Issuer desires to engage the Servicer to act on its behalf in obtaining True-Up Adjustments from the PUCT and the Servicer desires to be so engaged;
WHEREAS, the SRC Collections initially will be commingled with other funds collected by the Servicer;
WHEREAS, although the Service Area is not open to retail competition, the parties agree that certain standards and procedures shall be included in this Agreement concerning REPs when and if retail competition is introduced into the Service Area; and
WHEREAS, the PUCT, or its attorney, will enforce this Agreement for the benefit of the Customers to the extent permitted by law;
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.
(a)Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in that certain Indenture (including Appendix A thereto) dated as of the date hereof between the Issuer and The Bank of New York Mellon, a New York banking corporation, in its capacity as the indenture trustee (the “Indenture Trustee”) and in its separate capacity as a securities intermediary (the “Securities Intermediary”), as the same may be amended, restated, supplemented or otherwise modified from time to time.
(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, Annex and Attachment references




contained in this Agreement are references to Sections, Schedules, Exhibits, Annexes and Attachments 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.
(e)Non-capitalized terms used herein which are defined in the Utilities Code shall, as the context requires, have the meanings assigned to such terms in the Utilities Code, but without giving effect to amendments to the Utilities Code after the date hereof which have a material adverse effect on the Issuer or the Holders.
ARTICLE II
APPOINTMENT AND AUTHORIZATION
SECTION 2.01    Appointment of Servicer; Acceptance of Appointment. The Issuer hereby appoints the Servicer, and the Servicer, as an independent contractor, hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the 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 Transition Property, the Servicer shall be, and hereby is, authorized and empowered by the Issuer to (a) execute and deliver, on behalf of itself and/or the Issuer, as the case may be, any and all instruments, documents or notices, and (b) on behalf of itself and/or the Issuer, as the case may be, make any filing and participate in proceedings of any kind with any Governmental Authority, including with the PUCT. The Issuer shall execute and deliver to the Servicer such documents as have been prepared by the Servicer for execution by the Issuer and shall furnish the Servicer with such other documents as may be in the Issuer’s possession, in each case 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 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 Transition Property. Notwithstanding any other provision herein, the Issuer shall have dominion and control over the Transition Property, and the Servicer, in accordance with the terms hereof, is acting solely as the servicing agent and custodian for the Issuer with respect to the Transition Property and the Transition Property Records. The Servicer shall not take any action that is not authorized by this Agreement, that would contravene the Utilities Code, the PUCT Regulations or the Financing Order, that is not consistent with its customary procedures and practices, or that shall impair the rights of the Issuer in the Transition Property, in each case unless such action is required by applicable law or court or regulatory order.
ARTICLE III
ROLE OF SERVICER
SECTION 3.01    Duties of Servicer. The Servicer, as agent for the Issuer, shall have the following duties:
(a)Duties of Servicer Generally. The Servicer’s duties in general shall include management, servicing and administration of the Transition Property; obtaining meter reads, calculating usage (including demand and including any such usage by Customers served
    2




by a REP, when and if the Service Area becomes subject to retail competition), billing, collections and posting of all payments in respect of the Transition Property; responding to inquiries by Customers, REPs, the PUCT, or any other Governmental Authority with respect to the Transition Property; delivering Bills to Customers or REPs, if any; investigating and handling delinquencies (and furnishing reports with respect to such delinquencies to the Issuer), processing and depositing collections and making periodic remittances; furnishing periodic reports to the Issuer, the Indenture Trustee and the Rating Agencies; making all filings with the PUCT and taking such other action as may be necessary to perfect the Issuer’s ownership interests in and the Indenture Trustee’s first priority Lien on and security interest in the Transition Property; making all filings and taking such other action as may be necessary to perfect and maintain the perfection and priority of the Indenture Trustee’s Lien on and security interest in all System Restoration Bond Collateral; selling as the agent for the 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 under the Financing Order to be performed by it. Anything to the contrary notwithstanding, the duties of the Servicer set forth in this Agreement shall be qualified in their entirety by any PUCT Regulations, the Financing Order, and the federal securities laws and the rules and regulations promulgated thereunder, including, without limitation, Regulation AB, as in effect at the time such duties are to be performed. Without limiting the generality of this Section 3.01(a), 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, collections, 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.
(b)Reporting Functions.
(i)Monthly Servicer’s Certificate. On or before the twenty-fifth calendar day of each month (or if such day is not a Servicer Business Day, on the immediately preceding Servicer Business Day), the Servicer shall prepare and deliver to the Issuer, the Indenture Trustee and the Rating Agencies a written report substantially in the form of Exhibit A hereto (a “Monthly Servicer’s Certificate”) setting forth certain information relating to SRC Payments received by the Servicer during the Collection Period immediately preceding such date, including the Remittance Shortfall or Excess Remittance as required by Section 6.11(c) hereof; provided, however, that for any month in which the Servicer is required to deliver a Semi-Annual Servicer’s Certificate pursuant to Section 4.01(c)(ii), the Servicer shall prepare and deliver the Monthly Servicer’s Certificate no later than the date of delivery of such Semi-Annual Servicer’s Certificate.
(ii)Notification of Laws and Regulations. The Servicer shall immediately notify the Issuer, the Indenture Trustee and the Rating Agencies in writing of any Requirements of Law or PUCT Regulations hereafter promulgated that have a material adverse effect on the Servicer’s ability to perform its duties under this Agreement.
(iii)Other Information. Upon the reasonable request of the Issuer or any Rating Agency, the Servicer shall provide to the Issuer or such Rating Agency, as the case may be, any public financial information in respect of the Servicer, or any material information regarding the Transition Property to the extent it is reasonably available to the Servicer, as may be reasonably necessary and permitted by law to enable the Issuer or the Rating Agencies to monitor the
    3




performance by the Servicer hereunder. In addition, so long as any of the System Restoration Bonds are outstanding, the Servicer shall provide the Issuer, within a reasonable time after written request therefor, any information available to the Servicer or reasonably obtainable by it that is necessary to calculate the System Restoration Charges applicable to each SRC Customer Class. In addition to the foregoing, the Servicer shall provide information reasonably accessible to it to the Indenture Trustee upon request from time to time.
(iv)Preparation of Reports. The Servicer shall prepare and deliver such additional reports as required under this Agreement, including a copy of each Semi-Annual Servicer’s Certificate described in Section 4.01(c)(ii), the annual Servicer’s 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 SEC (and/or any other Governmental Authority) by the Issuer or the Depositor under the federal securities or other applicable laws or in accordance with the Basic Documents, including, but without limiting the generality of foregoing, filing with the SEC, if applicable and required by applicable law, a copy or copies of (i) the Monthly Servicer’s Certificates described in Section 3.01(b)(i) (under Form 10-D or any other applicable form), (ii) the Semi-Annual Servicer’s Certificates described in Section 4.01(c)(ii) (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 SEC 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 Issuer and the Indenture 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 Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the PUCT and the Texas Secretary of State and all filings pursuant to the UCC, that are necessary under the UCC and the Financing Act to perfect or maintain, as applicable, the Liens of the Indenture Trustee in the Transition 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 Liens; and
(ii)within ninety (90) days after the beginning of each calendar year beginning with the first calendar year beginning more than three (3) months after the date hereof, an Opinion of Counsel from external counsel of the Issuer, dated as of a date during such ninety (90)-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the PUCT and the Texas Secretary of State and all filings pursuant to the UCC, have been executed and filed that are necessary under the UCC and the Financing Act to maintain the Liens of the Indenture Trustee in the Transition Property, and reciting the details
    4




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 Liens.
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 perfect or maintain, as applicable, such interest or Lien.
SECTION 3.02    Servicing and Maintenance Standards. On behalf of the Issuer, the Servicer shall manage, service, administer and make collections in respect of the Transition Property with reasonable care and in material compliance with applicable Requirements of Law, including all applicable PUCT 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; follow customary standards, policies and procedures for the industry in Texas in performing its duties as Servicer; use all reasonable efforts, consistent with its customary servicing procedures, to enforce, and maintain rights in respect of, the Transition Property and to bill and collect the System Restoration Charges; comply with all Requirements of Law, including all applicable PUCT Regulations and guidelines, applicable to and binding on it relating to the Transition Property; file all PUCT notices described in the Financing Act and file and maintain the effectiveness of UCC financing statements with respect to the property transferred from time to time under the Sale Agreement, and (f) take such other action on behalf of the Issuer to ensure that the Lien of the Indenture Trustee on the Transition Bond Collateral remains perfected and of first priority. 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 Transition Property, which, in the Servicer’s judgment, may include the taking of legal action, at the Issuer’s expense but subject to the priority of payments set forth in Section 8.02(e) of the Indenture.
SECTION 3.03    Annual Reports on Compliance with Regulation AB.
(a)The Servicer shall deliver to the Issuer, the Indenture Trustee and the Rating Agencies, on or before the earlier of (a) March 31 of each year, beginning March 31, 202  , or (b) with respect to each calendar year during which the Depositor’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 rules and regulations thereunder, a certificate 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 items 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 items or rule) of Regulation AB, as then in effect. These certificates may be in the form of, or shall include the form attached hereto as Exhibit C hereto, with 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, if any, 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 Indenture Trustee’s certifications shall be limited to the Item 1122 certifications described in Exhibit C of the Indenture.
(c)The initial Servicer, in its capacity as Depositor, shall post on its own website or on one maintained by an Affiliate and file with or furnish to the SEC, in periodic
    5




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 Indenture to the extent such information is reasonably available to the Depositor. Except to the extent permitted by applicable law, the initial Servicer, in its capacity as Depositor, shall not voluntarily suspend or terminate its filing obligations as Depositor with the SEC as described in this Section 3.03(c). The covenants of the initial Servicer, in its capacity as Depositor, 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 Issuer, the Indenture Trustee and the Rating Agencies on or before the earlier of (a) March 31 of each year, beginning March 31, 2023, or (b) with respect to each calendar year during which the Depositor’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 rules and regulations thereunder, a report (the “Annual Accountant’s Report”) regarding the Servicer’s assessment of compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB during the immediately preceding twelve (12) months ended December 31 (or, in the case of the first Annual Accountant’s Report to be delivered on or before March 31, 2023, the period of time from the date of this Agreement until December 31, 2022), in accordance with paragraph (b) of Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Servicer and shall at a minimum address each of the servicing criteria specified in Exhibit C.
(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 items or rule), as then in effect.
SECTION 3.05    Monitoring of Third-Party Collectors. If a Third-Party Collector does bill or collect System Restoration Charges on behalf of the Issuer, then, from time to time, until the Retirement of the System Restoration Bonds, the Servicer shall, in accordance with the Servicing Standard, take all actions with respect to such Third-Party Collectors required to be taken by the Servicer as set forth, if applicable, in any agreement with the Servicer, the Financing Order, Tariffs, other tariffs and any other PUCT Regulations in effect from time to time and implement such additional procedures and policies as are necessary to ensure that the obligations of all Third-Party Collectors in connection with System Restoration Charges are properly enforced in accordance with, if applicable, the terms of any agreement with the Servicer, the Financing Order, Tariffs, other tariffs and any other PUCT Regulations in effect from time to time. Such procedures and policies shall include the following:
(a)Maintenance of Records and Information. In addition to any actions required by the Tariffs, PUCT Regulations or other applicable law, the Servicer shall:
(i)maintain adequate records for promptly identifying and contacting each Third-Party Collector;
    6




(ii)maintain records of end-user Customers which are billed by Third-Party Collectors to permit prompt transfer of billing responsibilities in the event of default by such Third-Party Collectors;
(iii)maintain adequate records for enforcing compliance by all Third-Party Collectors with their obligations with respect to System Restoration Charges, including compliance with all Remittance Requirements, REP Credit Requirements and REP Deposit Requirements; and
(iv)provide to each Third-Party Collector such information necessary for such Third-Party Collector to confirm the Servicer’s calculation of System Restoration Charges and remittances, including, if applicable, charge-off amounts.
The Servicer shall update the records described above no less frequently than quarterly.
(b)Credit and Collection Policies. The Servicer shall, to the fullest extent permitted under the Financing Order, impose such terms with respect to credit and collection policies applicable to Third-Party Collectors as may be reasonably necessary to prevent the then-current rating of the System Restoration Bonds from being downgraded, withdrawn or suspended. The Servicer shall, in accordance with and to the extent permitted by the Utilities Code, applicable PUCT Regulations and the terms of the Financing Order, include and impose the above-described terms in all tariffs filed under the Utilities Code which would allow REPs or other utilities to issue single bills which include System Restoration Charges to ETI’s Customers. The Servicer shall periodically review the need for modified or additional terms based upon, among other things, the relative amount of SRC Payments received through REPs relative to the Periodic Billing Requirement, the historical payment and default experience of each REP and such other credit and collection policies to which the REPs are subject, and if permitted by applicable law, will set out any such modified or additional terms in a supplemental tariff filed with the PUCT.
(c)Monitoring of Performance and Payment by REPs. In addition to any actions required by the Tariffs, PUCT Regulations or other applicable law, the Servicer shall undertake to do the following:
(i)The Servicer shall require each REP to pay all System Restoration Charges (less any applicable charge-off allowances) billed to such REP in accordance with the provisions of the Initial Tariff, and PUCT Regulations (whether or not disputed). The Servicer shall monitor compliance by each REP with all Remittance Requirements, REP Credit Requirements and REP Deposit Requirements and take prompt action to enforce such requirements.
(ii)Where a REP is responsible for billing the Customers, the Servicer shall, consistent with its customary billing practices, bill each Applicable REP no less frequently than the billing cycle otherwise applicable to such Customers.
(iii)The Servicer shall work with REPs to resolve any disputes using the dispute resolution procedures established in the Initial Tariff and any PUCT Regulations, in accordance with the Servicing Standard.
(d)Enforcement of REP Obligations. The Servicer shall, in accordance with the terms of the Initial Tariff, ensure that each REP remits all SRC Payments which it is obligated to remit to the Servicer. In the event of any default by any REP, the Servicer shall enforce all rights set forth in and take all other steps permitted by, if applicable, the Financing Order, Tariffs, other tariffs and any other PUCT Regulations as it determines, in accordance with
    7




the Servicing Standard, are reasonably necessary to ensure the prompt payment of SRC Payments by such REP and to preserve the rights of the Holders with respect thereto, including, where appropriate, terminating the right of any REP to bill and collect System Restoration Charges or petitioning the PUCT to impose such other remedies or penalties as may be available under the circumstances. Any agreement entered into between the Servicer and a defaulted REP will be limited to the terms of this Agreement and will satisfy the Rating Agency Condition. In the event the Servicer has actual knowledge that a REP is in default, including due to the downgrade by the Rating Agencies of any party providing credit support for such REP, the Servicer shall promptly notify a Responsible Officer of the Indenture Trustee in writing of the same and, shall, if applicable, instruct the Indenture Trustee either to:
(i)withdraw from such REP’s REP Deposit Account and deposit into the Collection Account the lesser of (x) the amount of cash on deposit in such REP Deposit Account and allocable to the Transition Property at such time and (y) the amount of any System Restoration Charges then due and payable by such REP; or
(ii)make demand under any letter of credit, guarantee or other credit support up to the lesser of (x) the amount of such letter of credit, guarantee or other credit support and (y) the amount of any System Restoration Charges then due and payable by such REP, and forward the amounts received, if any, as a result of such demand to the Collection Account.
The Indenture Trustee shall, within two (2) Business Days of receipt of such written notice, withdraw such funds from the REP Deposit Account or make demand under such credit support, as applicable, and deposit such funds withdrawn or received, as applicable, into the Collection Account.
(e)Maintenance of REP Deposit Accounts. If any REPs collect System Restoration Charges within the Service Area, then the Servicer shall cause the entity acting as Indenture Trustee to maintain one or more REP Deposit Accounts as described in Section 8.02(g) of the Indenture. The Servicer shall provide written direction to the Indenture Trustee regarding the allocation and release of funds on deposit in the REP Deposit Accounts, as permitted or required by the Indenture, this Agreement, the Financing Order or any Tariff or PUCT Regulations. The Indenture Trustee shall be entitled to conclusively rely on any such written directions from the Servicer. The Servicer will seek and use reasonable best efforts to obtain, from any REP which wishes to satisfy its credit support requirements by making a deposit to a REP Deposit Account, a written security agreement stating that (i) by making such deposit the REP has granted a security interest in such deposit in favor of the Indenture Trustee, and (ii) the Indenture Trustee, in holding such deposit as collateral, will have the rights and remedies of a secured party under Article 9 of the UCC with respect to such collateral, and the Servicer will promptly forward any such agreement to the Indenture Trustee.
(f)Affiliated Third-Party Collectors. In performing its obligations under this Section 3.05, the Servicer shall deal with any Third-Party Collectors which are Affiliates of the Servicer on terms which are no more favorable in the aggregate to such affiliated Third-Party Collector than those used by the Servicer in its dealings with any Third-Party Collectors that are not affiliates of the Servicer.
ARTICLE IV
SERVICES RELATED TO TRUE-UP ADJUSTMENTS
SECTION 4.01    True-Up Adjustments. From time to time, until the Retirement of the System Restoration Bonds, the Servicer shall identify the need for Annual
    8




True-Up Adjustments, Non-Standard True-Up Adjustments and Interim 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 for the System Restoration Bonds is attached hereto as Schedule 4.01(a). If the Expected Amortization Schedule is revised, the Servicer shall send a copy of such revised Expected Amortization Schedule to the Issuer, the Indenture Trustee and the Rating Agencies promptly thereafter.
(b)True-Up Adjustments.
(i)Annual True-Up Adjustments and Filings. Each year no later than fifteen (15) days prior to the first billing cycle of                the Servicer shall: (A) update the data and assumptions underlying the calculation of the System Restoration Charges, including projected electricity usage during the next Calculation Period for each SRC Customer Class and including interest and estimated expenses and fees of the Issuer to be paid during such period, the Days Sales Outstanding and write-offs; (B) determine the Periodic Payment Requirement and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; (C) determine the System Restoration Charges to be allocated to each SRC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order and the Tariffs filed pursuant thereto and in doing so the Servicer shall use the Periodic Billing Requirement Allocation Factors approved in the Tariff to allocate the System Restoration Charges, including, as applicable, the result of the implementation of the most recent Non-Standard True-Up Adjustment; (D) make all required notice and other filings with the PUCT to reflect the revised System Restoration Charges, including any Amendatory Tariffs; and (E) take all reasonable actions and make all reasonable efforts to effect such Annual True-Up Adjustment and to enforce the provisions of the Financing Act and the Financing Order; provided, however, that if the Servicer determines that the forecasted billing units for one or more of the SRC Customer Classes for an upcoming period decreases by more than 10% compared to the billing units for the threshold period set forth in the Financing Order, the Servicer shall implement a Non-Standard True-Up Adjustment and, if such Non-Standard True-Up Adjustment shall be made in the time period provided for Annual True-Up Adjustments pursuant to this Section 4.01(b)(i), such Non-Standard True-Up Adjustment shall also qualify as an Annual True-Up Adjustment for purposes of this Agreement. The Servicer shall implement the revised System Restoration Charges, if any, resulting from such Annual True-Up Adjustment as of the Annual True-Up Adjustment Date.
(ii)Non-Standard True-Up Adjustments and Filings. In the event that the Servicer determines that a Non-Standard True-Up Adjustment is required, the Servicer shall, no later than ninety (90) days prior to the first billing cycle of November (A) recalculate the System Restoration Charges to reallocate such System Restoration Charges among SRC Customer Classes in accordance with the procedures for Non-Standard True-Up Adjustments set forth in the Financing Order and the Tariffs filed pursuant thereto; (B) make all required notice and other filings with the PUCT to reflect the revised System Restoration Charges, including any Amendatory Tariffs; and (C) take all reasonable actions and make all reasonable efforts to effect such Non-Standard True-Up Adjustment and to enforce the provisions of the Financing Act and the Financing Order. The
    9




Servicer shall implement the revised System Restoration Charges, if any, resulting from such Non-Standard True-Up Adjustment on the Non-Standard True-Up Adjustment Date. For the avoidance of doubt, no Annual True-Up Adjustment or Interim True-Up Adjustment shall be considered a Non-Standard True-Up Adjustment solely because System Restoration Charges are allocated under such Annual True-Up Adjustment or Interim True-Up Adjustment in the same manner as in a preceding Non-Standard True-Up Adjustment.
(iii)Interim True-Up Adjustments and Filings. Within the 30-day period ending prior to the first billing cycle in               of each year and, within the 30-day period preceding the first billing cycle in              , and in each              ,              ,               and               thereafter, the Servicer shall compare the anticipated Unrecovered Balance, as of the next Payment Date and after giving effect to payments to be made on such Payment Date, to the Projected Unrecovered Balance as of such Payment Date. The Servicer shall, no later than fifteen (15) days prior to the end of such thirty (30) day period, make a mandatory Interim True-Up Adjustment if the Servicer forecasts that SRC Collections will be insufficient (a) to make all scheduled payments of interest, principal and other amounts in respect of any Tranche of System Restoration Bonds during the current and next succeeding semi-annual period or quarterly period, as applicable, and (b) to replenish the applicable Capital Subaccount to the Required Capital Level. If the Servicer determines that an Interim True-Up Adjustment is required under the immediately preceding sentence, then the Servicer shall: update the data and assumptions underlying the calculation of the System Restoration Charges, including projected electricity usage during the next Calculation Period for each SRC Customer Class and including interest and estimated expenses and fees of the Issuer to be paid during such period, the rate of delinquencies and write-offs; determine the Periodic Payment Requirement and Periodic Billing Requirement for the next Calculation Period based on such updated data and assumptions; determine the System Restoration Charges to be allocated to each SRC Customer Class during the next Calculation Period based on such Periodic Billing Requirement and the terms of the Financing Order and the Tariffs filed pursuant thereto, and in doing so the Servicer shall use the method of allocating System Restoration Charges then in effect, including as applicable, the result of the implementation of the most recent Non-Standard True-Up Adjustment as approved in the Tariff; make all required notice and other filings with the PUCT to reflect the revised System Restoration Charges, including any Amendatory Tariffs; and take all reasonable actions and make all reasonable efforts to effect such Interim True-Up Adjustment and to enforce the provisions of the Securitization Law and the Financing Order which relate thereto. The Servicer shall implement the revised System Restoration Charges, if any, resulting from such Interim True-Up Adjustment on the Interim True-Up Adjustment Date. The Servicer may not implement Interim True-Up Adjustments more frequently than every six (6) months; provided that the Servicer may implement Interim True-Up Adjustments quarterly for any System Restoration Bonds remaining Outstanding commencing in Scheduled Final Maturity on last Tranche.
(c)Reports.
(i)Notification of Amendatory Tariff Filings and True-Up Adjustments. Whenever the Servicer files an Amendatory Tariff with the PUCT or implements revised System Restoration Charges with notice to the PUCT without filing an Amendatory Tariff if permitted by the Financing Order, the Servicer shall send a copy of such filing or notice (together with a copy of all
    10




notices and documents which, in the Servicer’s reasonable judgment, are material to the adjustments effected by such Amendatory Tariff or notice) to the Issuer, the Indenture Trustee and the Rating Agencies concurrently therewith. If, for any reason any revised System Restoration Charges are not implemented and effective on the applicable date set forth herein, the Servicer shall notify the Issuer, the Indenture Trustee and each Rating Agency by the end of the second Servicer Business Day after such applicable date.
(ii)Semi-Annual Servicer’s Certificate. Not later than five (5) Servicer Business Days prior to each Payment Date or Special Payment Date, the Servicer shall deliver a written report for the System Restoration Bonds, substantially in the form of Exhibit B hereto (the “Semi-Annual Servicer’s Certificate”) to the Issuer, the PUCT, the Indenture Trustee and the Rating Agencies which shall include all of the following information (to the extent applicable and including any other information so specified in the Series Supplement) as to the System Restoration Bonds with respect to such Payment Date or Special Payment Date or the period since the previous Payment Date, as applicable:
(a)    the amount of the payment to Holders allocable to principal, if any;
(b)    the amount of the payment to Holders allocable to interest;
(c)    the aggregate Outstanding Amount of such System Restoration Bonds, before and after giving effect to any payments allocated to principal reported under clause (a) above;
(d)    the difference, if any, between the amount specified in clause (c) above and the Outstanding Amount specified in the Expected Amortization Schedule;
(e)    any other transfers and payments to be made on such Payment Date or Special Payment Date, including amounts paid to the Indenture Trustee and to the Servicer; and
(f)    the amounts on deposit in the Capital Subaccount and the Excess Funds Subaccount, after giving effect to the foregoing payments.
(iii)Reports to Customers.
(A)After each revised Transition 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 PUCT Regulations, if any, cause to be prepared and delivered to Customers any required notices announcing such revised System Restoration Charges.
(B)The Servicer shall comply with the requirements of the Financing Order and Tariff with respect to the identification of System Restoration Charges on Bills. In addition, at least once each year, the Servicer shall (to the extent that it does not separately identify the System Restoration Charges as being owned by the Issuer in the Bills regularly sent to Customers or any REPs, when and if ETI’s Service Area becomes subject to retail competition) cause to be prepared and delivered to such Customers and REPs a notice stating, in effect, that the Transition Property and the System Restoration Charges are owned by the Issuer
    11




and not the Seller. Unless prohibited by applicable PUCT Regulations, the Servicer shall use reasonable efforts to cause each Applicable REP, at least once each year, to include similar notices in the bills sent by such Applicable REP to Customers indicating additionally that the System Restoration Charges are not owned by such Applicable REP (to the extent that such Applicable REP does not include such information in the Bills regularly sent to Customers). Such notice shall be included either as an insert to or in the text of the Bills delivered to such Customers or shall be delivered to Customers by electronic means or such other means as the Servicer or the Applicable REP may from time to time use to communicate with its respective Customers.
(C)Except to the extent that applicable PUCT Regulations make any future Applicable REP responsible for such costs, or the Applicable REP has otherwise agreed to pay such costs, the Servicer shall pay from its own funds all costs of preparation and delivery incurred in connection with clauses (A) and (B) above, including printing and postage costs as the same may increase or decrease from time to time.
(iv)REP Reports. When and if the Service Area becomes subject to retail competition and if any REPs collect the System Restoration Charges within the Service Area, then the Servicer shall provide to the Rating Agencies, upon request, any publicly available reports filed by the Servicer with the PUCT (or otherwise made publicly available by the Servicer) relating to REPs and any other non-confidential and non-proprietary information relating to REPs reasonably requested by the Rating Agencies to the extent such information is reasonably available to the Servicer.
SECTION 4.02    Limitation of Liability.  The 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 Issuer nor the Indenture Trustee is 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 make any filings required by Section 4.01 in a timely and correct manner or any breach by the Servicer of its duties under this Agreement that adversely affects the Transition Property or the True-Up Adjustments), by the PUCT in any way related to the Transition 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 any revised System Restoration Charges and the scheduled adjustments thereto.
(iii)Except to the extent that the Servicer is liable under Section 6.02, the Servicer shall have no liability whatsoever relating to the calculation of any revised System Restoration Charges and the scheduled adjustments thereto, including as a result of any inaccuracy of any of the assumptions made in such calculation regarding expected energy usage and the Days Sales Outstanding, write-offs and estimated expenses and fees of the Issuer, so long as the Servicer has acted in good faith and has not acted in a negligent manner in connection therewith, nor shall the Servicer have any liability whatsoever as a result of any
    12




Person, including the Holders, not receiving any payment, amount or return anticipated or expected or in respect of any Transition Bond generally.
(b)Notwithstanding the foregoing, this Section 4.02 shall not relieve the Servicer of liability for any misrepresentation by the Servicer under Section 6.01 or for any breach by the Servicer of its other obligations under this Agreement.
ARTICLE V
THE TRANSITION PROPERTY
SECTION 5.01    Custody of Transition Property Records. To assure uniform quality in servicing the Transition Property and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer as custodian of any and all documents and records that the Seller shall keep on file, in accordance with its customary procedures, relating to the Transition Property, including copies of the Financing Order, Issuance Advice Letters, Tariffs and Amendatory Tariffs relating thereto and all documents filed with the PUCT in connection with any True-Up Adjustment and computational records relating thereto (collectively, the “Transition Property Records”), which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer with respect to all Transition Property.
SECTION 5.01    Duties of Servicer as Custodian.
(a)Safekeeping. The Servicer shall hold the Transition Property Records on behalf of the Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to the Transition Property Records as shall enable the Issuer and the Indenture Trustee, as applicable, to comply with this Agreement, the Sale Agreement and the 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 Issuer, the Indenture Trustee and the Rating Agencies any failure on its part to hold the Transition 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 Issuer or the Indenture Trustee of the Transition Property Records. The Servicer’s duties to hold the Transition Property Records set forth in this Section 5.02, to the extent such Transition 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 and (ii) no System Restoration Bonds are Outstanding.
(b)Maintenance of and Access to Records. The Servicer shall maintain the Transition Property Records at the address set forth in Section 8.04(a), or at such other office as shall be specified to the Issuer and the Indenture Trustee by written notice at least thirty (30) days prior to any change in location. The Servicer shall make available for inspection, audit and copying to the Issuer and the Indenture Trustee or their respective duly authorized representatives, attorneys or auditors the Transition Property Records at such times during normal business hours as the Issuer or the Indenture 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 PUCT 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 5.02(b).
    13




(c)Release of Documents. Upon instruction from the Indenture Trustee in accordance with the Indenture, the Servicer shall release any Transition Property Records to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. Nothing in this Section 5.02(c) shall affect the obligation of the Servicer to observe any applicable law (including any PUCT 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 5.02(c).
(d)Defending Transition Property Against Claims. The Servicer shall institute any action or proceeding necessary to compel performance by any REP (at the earliest possible time) of any of their respective obligations or duties under the Financing Act and the Financing Order with respect to the Transition Property, and the Servicer agrees to take such legal or administrative actions, including without limitation 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 Financing Act or the Financing Order. The costs of any action described in this Section 5.02(d) shall be payable from SRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 5.02(d) shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer may be required initially to advance its own funds to satisfy its obligations hereunder).
(e)Additional Litigation to Defend Transition Property. In addition to the above, the Servicer shall, at its own expense, institute any action or proceeding necessary to compel performance by the PUCT or the State of Texas of any of their respective obligations or duties under the Financing Act or the Financing Order with respect to the Transition Property, and to compel performance by any future REPs with any of their respective obligations or duties under any Tariffs or any agreement with the Servicer entered into pursuant to such Tariffs. In any proceedings related to the exercise of the power of eminent domain by any municipality to acquire a portion of ETI’s electric distribution facilities, the Servicer shall assert that the court ordering such condemnation must treat such municipality as a successor to ETI under the Financing Act and the Financing Order.
SECTION 5.03    Custodian’s Indemnification. The Servicer as custodian shall indemnify the Issuer, the Independent Managers and the Indenture Trustee (for itself and for the benefit of the Holders) and each of their respective officers, directors, 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, “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 Transition 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 negligence of the Issuer, the Independent Managers or the Indenture Trustee, as the case may be.
Indemnification under this Section 5.03 shall survive resignation or removal of the Indenture Trustee or any Independent Manager and shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses).
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
    14




force and effect until terminated pursuant to this Section 5.04. If the Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 7.01, the appointment of the Servicer as custodian shall be terminated effective as of the date on which the termination or resignation of the Servicer is effective. Additionally, if not sooner terminated as provided above, the Servicer’s obligations as Custodian shall terminate one year and one day after the date on which no System Restoration Bonds are Outstanding.
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 and as of such other dates as expressly provided in this Section 6.01, on which the Issuer and the Indenture Trustee are deemed to have relied in entering into this Agreement relating to the servicing of the Transition Property. The representations and warranties shall survive the execution and delivery of this Agreement, the sale of any Transition Property and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
(a)Organization and Good Standing. The Servicer is duly organized and validly existing and is in good standing under the laws of the State of Texas, with the requisite corporate or other power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and to execute, deliver and carry out the terms of this Agreement, and had at all relevant times, and has, the requisite power, authority and legal right to service the Transition Property and to hold the Transition Property Records as custodian.
(b)Due Qualification. The Servicer is duly qualified to do business and is 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 Transition Property as required by this Agreement) shall require such qualifications, licenses or approvals (except where the failure to so qualify would not be reasonably likely to have a material adverse effect on the Servicer’s business, operations, assets, revenues or properties or to its servicing of the Transition Property).
(c)Power and Authority. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Servicer under its organizational or governing documents and laws.
(d)Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer 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 conflict with, 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 organizational documents of the Servicer, or any indenture or other agreement or instrument to which the Servicer is a party or by which it or any of its property is bound; nor result in the creation or imposition of any Lien upon any of its 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 any Lien created pursuant to Section 39.309 of the Financing
    15




Act); nor violate any existing law or any existing order, rule or regulation applicable to the Servicer of any Governmental Authority having jurisdiction over the Servicer or its properties.
(f)No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened, before any Governmental Authority having jurisdiction over the Servicer or its properties involving or relating to the Servicer or the Issuer or, to the Servicer’s knowledge, any other Person: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the System Restoration Bonds or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic Documents or the System Restoration Bonds or (iv) seeking to adversely affect the federal income tax or state income or franchise tax classification of the System Restoration Bonds as debt.
(g)Approvals. No governmental approval, authorization, consent, order or other action of, or filing with, any Governmental Authority 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, those that the Servicer is required to make in the future pursuant to Article IV and those that the Servicer may need to file in the future to continue the effectiveness of any financing statement filed under the UCC.
(h)Reports and Certificates. Each report and certificate delivered in connection with the Issuance Advice Letter or delivered in connection with any filing made to the PUCT by the Issuer with respect to the System Restoration Charges or True-Up Adjustments will constitute a representation and warranty by the Servicer that each such report or certificate, as the case may be, is true and correct in all material respects; provided, however, that to the extent any such report or certificate is based in part upon or contains assumptions, forecasts or other predictions of future events, the representation and warranty of the Servicer with respect thereto will be limited to the representation and warranty that such assumptions, forecasts or other predictions of future events are reasonable based upon historical performance (and facts known to the Servicer on the date such report or certificate is delivered).
SECTION 6.02    Indemnities of Servicer; Release of Claims.  The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.
(b)The Servicer shall indemnify the Issuer, the Indenture Trustee (for itself and for the benefit of the Holders), and the Independent Managers and each of their respective trustees, 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 such Person as a result of (i) the Servicer’s willful misconduct, bad faith or negligence in the performance of its duties or observance of its covenants under this Agreement or its reckless disregard of its obligations and duties under this Agreement, (ii) the Servicer’s breach of any of its representations and warranties contained in this Agreement, (iii) any litigation or related expenses relating to the Servicer’s status or obligations as Servicer (other than any proceeding the Servicer is required to institute under the Servicing Agreement) or (iv) any finding that interest payable to any future REP with respect to disputed funds must be paid by the Issuer or from the Transition Property, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Person seeking indemnification hereunder or resulting from a breach of a representation or warranty made by such Person seeking indemnification hereunder in any of the Basic Documents that gives rise to the Servicer’s breach.
    16




(c)For purposes of Section 6.02(b), in the event of the termination of the rights and obligations of ETI (or any successor thereto pursuant to Section 6.03) 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.
(d)Indemnification under this Section 6.02 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Financing Act or the Financing Order and shall survive the resignation or removal of the Indenture Trustee or any Independent Manager or the termination of this Agreement and shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses).
(e)Except to the extent expressly provided in this Agreement or the other Basic Documents (including the Servicer’s claims with respect to the Servicing Fee, reimbursement for any Excess Remittance, reimbursement for costs incurred pursuant to Section 5.02(d) and the payment of the purchase price of Transition Property), the Servicer hereby releases and discharges the Issuer, the Independent Managers, and the Indenture Trustee and each of their respective officers, directors and agents (collectively, the “Released Parties”) from any and all actions, claims and demands whatsoever, whenever arising, which the Servicer, in its capacity as Servicer or otherwise, shall or may have against any such Person relating to the Transition Property or the Servicer’s activities with respect thereto other than any actions, claims and demands arising out of the willful misconduct, bad faith or gross negligence of the Released Parties.
(f)Promptly after receipt by an Indemnified Person of notice (or, in the case of the Indenture Trustee, receipt of notice by a Responsible Officer only) of the commencement of any action, proceeding or investigation, such Indemnified Person (other than the Indenture Trustee) shall, if a claim in respect thereof is to be made against the Servicer under this Section 6.02, notify the Servicer in writing of the commencement thereof. 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 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, the Servicer shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (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 that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Servicer’s election to assume the defense of any 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 defendants in 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, (ii) 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, (iii) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. 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 one local counsel, if appropriate.
    17




(g)The Servicer shall indemnify the PUCT (for the benefit of Customers) for, and defend and hold harmless against, any and all Losses that may be imposed upon, incurred by or asserted against the PUCT, including any increase in the Servicing Fee that becomes payable pursuant to Section 6.06, as a result of a Servicer Default resulting from the Servicer’s willful misconduct, bad faith or negligence in performance of its duties or observance of its covenants under this Agreement. The indemnification obligation set forth in this paragraph may be enforced by the PUCT but is not enforceable by any REP or any Customer. Any indemnity payments made to the PUCT under this paragraph for the benefit of Customers shall be remitted to the Indenture Trustee promptly for deposit into the applicable Collection Account.
SECTION 6.03    Binding Effect of Servicing Obligations. Any Person (a) into which the Servicer may be merged, converted or consolidated, (b) that may result from any reorganization, merger (including, but not limited to, merger as defined in Art. 1.02.A.(18) of the Texas Business Corporation Act or in Section 1.002(55) of the Texas Business Organizations Code, as applicable to the Servicer, as amended from time to time (including, without limitation, any merger commonly referred to as a “merger by division”)), conversion or consolidation to which the Servicer shall be a party, or (c) that may acquire or succeed to (whether by merger, division, conversion, consolidation, reorganization, sale, transfer, lease, management contract or otherwise) (1) the properties and assets of the Servicer substantially as a whole, (2) all or substantially all of the electric transmission and distribution business of the Servicer which is required to provide electric service to the Servicer’s customers in the Service Area (or, if transmission and distribution are not provided by a single entity, the distribution business of the Servicer required to provide electric service to the Servicer’s Customers in the Service Area), or (3) the distribution system business assets of the Servicer in a portion of the Service Area, and which Person in any of the foregoing cases executes an agreement of assumption to perform all of the obligations of the Servicer hereunder shall be a successor to the Servicer under this Agreement (a “Permitted Successor”) 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 representation, warranty or covenant made pursuant to Section 6.01 shall have been breached and 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 Issuer and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel from external counsel stating that such consolidation, conversion, merger, division, reorganization, sale, transfer, lease, management contract transaction, acquisition or other succession and such agreement of assumption complies with this Section 6.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with,
(iii)the Servicer shall have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Opinion of Counsel from external counsel of the Servicer either (A) stating that, in the opinion of such counsel, all filings to be made by the Servicer, including filings with the PUCT pursuant to the Financing Act and the UCC, have been executed and filed and are in full force and effect that are necessary to fully preserve, perfect and maintain the priority of the interests of the Issuer and the Liens of the Indenture Trustee in the Transition 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 maintain such interests,
    18




(iv)the Servicer shall have delivered to the Issuer, the Indenture Trustee, the Rating Agencies and the PUCT an Opinion of Counsel from independent tax counsel stating that, for federal income tax purposes, such consolidation, conversion, merger, division or succession and such agreement of assumption will not result in a material federal income tax consequence to the Issuer or the Holders of System Restoration Bonds, and
(v)the Servicer shall have given the Rating Agencies prior written notice of such transaction.
When the conditions set forth in this Section 6.03 have been satisfied, the preceding Servicer shall automatically and without further notice (except as provided in clause (v) above) be released from all of its obligations hereunder.
When any Person (or more than one Person) acquires the properties and assets of the Servicer substantially as a whole or otherwise becomes the successor, whether by merger, conversion, consolidation, sale, transfer, lease, management contract or otherwise, to all or substantially all of the electric transmission and distribution business of the Servicer (or, if transmission and distribution are not provided by a single entity, provides distribution service directly to Customers taking service at facilities, premises or loads located in the Service Area in accordance with the terms of this Section 6.03), then upon satisfaction of all of the other conditions of this Section 6.03, the preceding Servicer shall automatically and without further notice be released from all of its obligations hereunder.
SECTION 6.04    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 Issuer or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and 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 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 Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Transition Property that is not directly related to one of the Servicer’s enumerated duties in this Agreement or related to its obligation to pay indemnification, 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 Issuer or the Indenture 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 SRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer may be required initially to advance its own funds to satisfy its obligations hereunder).
    19




SECTION 6.05    ETI Not to Resign as Servicer. Subject to the provisions of Section 6.03, ETI shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement unless ETI delivers to the Indenture Trustee and the PUCT an opinion of external counsel to the effect that ETI’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 ETI in accordance with Section 7.02.
SECTION 6.06    Servicing Compensation. In consideration for its services hereunder, until the Retirement of the System Restoration Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) 0.10% of the initial principal balance of the System Restoration Bonds for so long as ETI or an Affiliate of ETI is the Servicer or (ii) if ETI or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee in accordance with written instructions of Holders evidencing not less than a majority of the Outstanding Amount of the System Restoration Bonds, provided that such amount shall not exceed 0.60% of the initial principal balance of the System Restoration Bonds unless (A) the Rating Agency Condition is satisfied and (B) the amount is approved by the PUCT. The Servicing Fee owing shall be calculated based on the initial principal balance of the System Restoration Bonds and shall be paid semi-annually with half of the Servicing Fee being paid on each Payment Date (provided that, if the first Payment Date is more than six months after the date of issuance of the System Restoration Bonds, the Servicer will be entitled to a pro rata increase in the fee payable in the first period). The Servicer also shall be entitled to retain as additional compensation (i) any interest earnings on SRC Payments received by the Servicer and invested by the Servicer during each Collection Period prior to remittance to the Collection Account and (ii) all late payment charges, if any, collected from Customers or REPs; provided, however, that if the Servicer has failed to remit the Daily Remittance to the General Subaccount of the Collection Account on the Servicer Business Day that such payment is to be made pursuant to Section 6.11 on more than three (3) occasions during the period that the System Restoration Bonds are outstanding, then thereafter the Servicer will be required to pay to the Indenture Trustee interest on each Daily Remittance accrued at the Federal Funds Rate from the Servicer Business Day on which such Daily Remittance was required to be made to the date that such Daily Remittance is actually made.
(b)The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the 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 any such date should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture.
(c)Except as expressly provided elsewhere in this Agreement, the Servicer shall be required to pay from its own account 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 and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and shall not be entitled to any extra payment or reimbursement therefor.
(d)The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient
    20




of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer subject to the limitations on such expenses set forth in the Financing Order.
SECTION 6.07    Compliance with Applicable Law. The Servicer covenants and agrees, in servicing the Transition Property, to comply in all material respects with all laws applicable to, and binding upon, the Servicer and relating to such Transition Property the noncompliance with which would have a material adverse effect on the value of the Transition Property; provided, however, that the foregoing is not intended to, and shall not, impose any liability on the Servicer for noncompliance with any Requirement of 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 Transition Property. The Servicer shall provide to the Indenture Trustee access to the Transition Property Records as is reasonably required for the Indenture Trustee to perform its duties and obligations under the Indenture and the other Basic Documents, and shall provide access to such records to the Holders as required by applicable law. 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 6.08 shall affect the obligation of the Servicer to observe any applicable law (including any PUCT 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 6.08.
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, unless such Person is an Affiliate of ETI, the Rating Agency Condition shall have been satisfied in connection therewith; provided further that the Servicer shall remain obligated and be liable under this Agreement for the servicing and administering of the Transition 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 Transition Property. The fees and expenses of any such Person shall be as agreed between the Servicer and such Person from time to time and none of the Issuer, the Indenture Trustee, the Holders or any other Person shall have any responsibility therefor or right or claim thereto. Any such appointment shall not constitute a Servicer resignation under Section 6.05.
SECTION 6.10    No Servicer Advances. The Servicer shall not make any advances of interest or principal on the System Restoration Bonds.
SECTION 6.11    Remittances.  On each Servicer Business Day, commencing on or about      days after the Closing Date, the Servicer shall remit to the General Subaccount of the Collection Account the total SRC Payments estimated to have been received by the Servicer from or on behalf of Customers on such Servicer Business Day in respect of all previously billed System Restoration Charges (the “Daily Remittance”), which Daily Remittance shall be calculated according to the procedures set forth in Annex I and shall be remitted as soon as reasonably practicable but in any event no later than the second Servicer Business Day after such payments are estimated to have been received. Prior to (or concurrent with) each remittance to the General Subaccount of the Collection Account pursuant to this Section 6.11, the Servicer shall provide written notice to the Indenture Trustee of each such remittance (including the exact dollar amount to be remitted). The Servicer shall also, promptly upon receipt, remit to the Collection Account any other proceeds of the Transition Bond Collateral which it may receive from time to time.
(b)The Servicer agrees and acknowledges that it holds all SRC Payments collected by it and any other proceeds for the Transition Bond Collateral received by it for the
    21




benefit of the Indenture Trustee and the Holders and that all such amounts will be remitted by the Servicer in accordance with this Section 6.11 without any surcharge, fee, offset, charge or other deduction except (i) as set forth in clause (c) below and (ii) for late fees permitted by Section 6.06. The Servicer further agrees not to make any claim to reduce its obligation to remit all SRC Payments collected by it in accordance with this Agreement except (i) as set forth in clause (c) below and (ii) for late fees permitted by Section 6.06.
(c)On or before June 30 of each year (or, if such day is not a Servicer Business Day, the immediately preceding Servicer Business Day) commencing with June 30, 2022, the Servicer shall calculate the amount of any Remittance Shortfall or Excess Remittance for the Reconciliation Period, as provided in Section 6(e) of Annex I. The Servicer shall allocate such Remittance Shortfall or Excess Remittance as follows: (A) if a Remittance Shortfall exists, the Servicer shall make a supplemental remittance, to the General Subaccount of the Collection Account within two (2) Servicer Business Days, or (B) if an Excess Remittance exists, the Servicer shall be entitled either (i) to reduce the amount of each Daily Remittance which the Servicer subsequently remits to the General Subaccount of the Collection Account for application to the amount of such Excess Remittance until the balance of such Excess Remittance has been reduced to zero, the amount of such reduction becoming the property of the Servicer or (ii) so long as such withdrawal would not cause the amounts on deposit in the General Subaccount or the Excess Funds Subaccount to be insufficient for the payment of the next installment of interest on the System Restoration Bonds or principal due at maturity on the next Payment Date or upon acceleration on or before the next Payment Date, to be paid immediately from such General Subaccount or Excess Funds Subaccount, the amount of such Excess Remittance, such payment becoming the property of the Servicer. If there is a Remittance Shortfall, the amount which the Servicer remits to the General Subaccount of the Collection Account on the relevant date set forth above shall be increased by the amount of such Remittance Shortfall, such increase coming from the Servicer’s own funds. The Servicer may calculate the Excess Remittance or Remittance Shortfall more often than annually in its discretion if the Servicer believes such reconciliations are appropriate. The results of any such reconciliation shall be reported in the next issued Monthly Servicer’s Certificate.
(d)Unless otherwise directed to do so by the Issuer, the Servicer shall be responsible for selecting Eligible Investments in which the funds in the Collection Account shall be invested pursuant to Section 8.03 of the Indenture.
SECTION 6.12    Maintenance of Operations. Subject to Section 6.03, ETI agrees to continue, unless prevented by circumstances beyond its control, to operate its electric transmission and distribution system to provide service (or, if transmission and distribution are split, to provide distribution service directly 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 or more of the following events (a “Servicer Default”) shall occur and be continuing:
(a)any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any required remittance that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or
(b)any failure on the part of the Servicer or, so long as the Servicer is ETI or an affiliate thereof, any failure on the part of ETI, as the case may be, duly to observe or to
    22




perform in any material respect any covenants or agreements of the Servicer or ETI, as the case may be, set forth in this Agreement (other than as provided in clause (a) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of sixty (60) days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or ETI, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or ETI, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or
(c)any failure by the Servicer duly to perform its obligations under Section 4.01(b) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) days; or
(d)any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect in a material respect when made, which has a material adverse effect on the Holders and which material adverse effect continues unremedied for a period of sixty (60) days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or
(e)an Insolvency Event occurs with respect to the Servicer or ETI;
then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee shall upon the instruction of the PUCT (acting on behalf of Customers) or of Holders evidencing not less than a majority of the Outstanding Amount of the System Restoration Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Holders) (a “Termination Notice”), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), the Holders and the Indenture Trustee as financing parties under the Financing Act (or any of their representatives) shall be entitled to (i) apply to the district court of Travis County, Texas for sequestration and payment of revenues arising with respect to the Transition Property, (ii) foreclose on or otherwise enforce the lien and security interests in the Transition Property and (iii) apply to the PUCT for an order that amounts arising from the System Restoration Charges be transferred to a separate account for the benefit of the Secured Parties, in accordance with the Financing Act. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the System Restoration Bonds, the Transition Property, the System Restoration Charges 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 Indenture 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 Transition Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture 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 Transition Property Records and 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 Transition Property or the System Restoration Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Transition Property Records to the successor Servicer. In case a
    23




successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Transition Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of ETI as Servicer shall not terminate ETI’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).
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, 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 removal or resignation hereunder, the Indenture Trustee shall, at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the System Restoration Bonds, appoint a successor Servicer with the Issuer’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 Issuer and the Indenture Trustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. If within thirty (30) days after the delivery of the Termination Notice, a new Servicer shall not have been appointed, the Indenture Trustee may petition the PUCT or a court of competent jurisdiction to appoint a successor Servicer under this Agreement. A Person shall qualify as a successor Servicer only if (i) such Person is permitted under PUCT 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 Issuer having substantially the same provisions as this Agreement (as the Servicer of the System Restoration Bonds). In no event shall the Indenture Trustee be liable for its appointment of a successor Servicer. The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the sole expense of the Issuer and payable from the Collection Account as provided in Section 8.02 of the Indenture.
(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 PUCT, together with Holders evidencing not less than a majority of the Outstanding Amount of the System Restoration Bonds may, on behalf of all Holders, direct the Indenture Trustee to 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 deposits 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. Promptly after the execution of any such waiver, the Servicer shall furnish copies of such waiver to each of the Rating Agencies.
SECTION 7.04    Notice of Servicer Default. The Servicer shall deliver to the Issuer, the Indenture Trustee, the PUCT and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) Business Days thereafter, written
    24




notice of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 7.01.
SECTION 7.05    Cooperation with Successor. The Servicer covenants and agrees with the Issuer that it will, on an ongoing basis, cooperate with the successor Servicer and provide whatever information is, and take whatever actions are, reasonably necessary to assist the successor Servicer in performing its obligations hereunder.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
SECTION 8.01    Amendment.
(a)This Agreement may be amended in writing by the Servicer and the Issuer and the prior written consent of the Indenture Trustee (subject to the delivery of the Opinion of Counsel set forth in the last paragraph hereof), the satisfaction of the Rating Agency Condition and, if the contemplated amendment may in the judgment of the PUCT increase ongoing Qualified Costs, the consent of the PUCT pursuant to Section 8.02; provided that any such amendment may not adversely affect the interest of any Holder in any material respect without the consent of the Holders of a majority of the outstanding principal amount of the System Restoration Bonds. Promptly after the execution of any such amendment or consent, the Issuer shall furnish copies of such amendment or consent to each of the Rating Agencies. Promptly after the execution of any such amendment or consent, the Issuer shall furnish written notification of the substance of such amendment or consent to each of the Rating Agencies.
In addition, this Agreement may be amended in writing by the Servicer and the Issuer with ten Business Days’ prior written notice given to the Rating Agencies and the prior written consent of the Indenture Trustee (which consent shall be given in reliance on an Opinion of Counsel and an Officer’s Certificate stating that such amendment is permitted or authorized under and adopted in accordance with the provisions of this Agreement and that all conditions precedent have been satisfied, upon which the Indenture Trustee may conclusively rely) and, if the contemplated amendment may in the judgment of the PUCT increase ongoing Qualified Costs, the consent of the PUCT pursuant to Section 8.02, but without the consent of any of the Holders, (i) 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 Holders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Issuer and the Indenture Trustee, adversely affect in any material respect the interests of any Holder or (ii) to conform the provisions hereof to the description of this Agreement in the Prospectus. Promptly after the execution of any such amendment or consent, the Issuer shall furnish copies of such amendment or consent to each of the Rating Agencies.
Prior to the execution of any amendment to this Agreement, the Issuer and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel of external counsel and an Officer’s Certificate stating that such amendment is authorized or permitted by this Agreement and that all conditions precedent have been satisfied and upon the Opinion of Counsel from external counsel referred to in Section 3.01(c)(i). The Issuer and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects their own rights, duties, indemnities or immunities under this Agreement or otherwise.
(b)Notwithstanding Section 8.01(a) or anything to the contrary in this Agreement, the Servicer and the Issuer may amend Annex I to this Agreement in writing with prior written notice given to the Indenture Trustee and the Rating Agencies, but without the consent of the Indenture Trustee, any Rating Agency or any Holder, solely to address changes to
    25




the Servicer’s method of calculating SRC Payments as a result of changes to the Servicer’s current computerized customer information system, including changes which would replace the remittances contemplated by the estimation procedures set forth in Annex I with remittances of SRC Collections determined to have been actually received; provided that any such amendment shall not have a material adverse effect on the Holders of then Outstanding System Restoration Bonds as evidenced by an Officer’s Certificate of the Issuer.
(c)If the PUCT adopts a rule or regulation the effect of which is to modify or supplement any provision of this Agreement related to the REP Credit Requirements and the REP Deposit Requirements, this Agreement will be deemed so modified or supplemented on the effective date of such rule or regulation in the manner necessary to comply therewith without the necessity of any further action by any party hereto; provided that (i) the Rating Agency Condition has been satisfied, (ii) the Servicer shall have notified the Issuer and the Indenture Trustee of such modification or supplement and delivered an Opinion of Counsel as described in the second paragraph of Section 8.01 and (iii) neither the Issuer nor the Indenture Trustee shall be bound by any such modification to the extent it affects their own rights, duties, indemnities or immunities under this Agreement or otherwise.
SECTION 8.02    PUCT Condition. Notwithstanding anything to the contrary in Section 8.01(a), no amendment or modification of this Agreement shall be effective unless the process set forth in this Section 8.02 has been followed.
(a)At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 8.01(a) (except that the consent of the Indenture Trustee may be subject to the consent of Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Servicer shall have delivered to the PUCT’s executive director and general counsel written notification of any proposed amendment, which notification shall contain:
(i)a reference to Docket No. 52302
(ii)an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement;
(iii)a statement identifying the person to whom the PUCT or its staff is to address any response to the proposed amendment or modification or to request additional time; and
(iv)a statement as to the possible effect of the amendment or modification on the ongoing Qualified Costs.
(b)The PUCT or its staff shall, within thirty (30) days of receiving the notification complying with Section 8.02(a), either:
(i)provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the ongoing Qualified Costs related to the System Restoration Bonds,
(ii)provide notice of its consent or lack of consent to the person specified in Section 8.02(a)(iii), or
(iii)be conclusively deemed to have consented to the proposed amendment or modification,
    26




unless, within thirty (30) days of receiving the notification complying with Section 8.02(a), the PUCT or its staff delivers to the office of the person specified in Section 8.02(a)(iii) a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the PUCT or its staff requests an extension of time in the manner set forth in the preceding sentence, then the PUCT shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase ongoing Qualified Costs to the person specified in Section 8.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the PUCT shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty (30)-day period provided for in this Section 8.02(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.
(c)Following the delivery of a notice to the PUCT by the Servicer under Section 8.02(a), the Servicer and the Issuer shall have the right at any time to withdraw from the PUCT further consideration of any notification of a proposed amendment. Such withdrawal shall be evidenced by the Servicer’s giving prompt written notice thereof to the PUCT, the Issuer and the Indenture Trustee.
SECTION 8.03    Maintenance of Accounts and Records.  The Servicer shall maintain accounts and records as to the Transition Property accurately and in accordance with its standard accounting procedures and in sufficient detail to permit reconciliation between SRC Payments received by the Servicer and SRC Collections from time to time deposited in the Collection Account.
(b)The Servicer shall permit the Indenture 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 Transition Property and the System Restoration Charges. Nothing in this Section 8.03(b) shall affect the obligation of the Servicer to observe any applicable law (including any PUCT 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 8.03(b).
SECTION 8.04    Notices. Unless otherwise specifically provided herein, all demands, notices and communications upon or to the Servicer, the Issuer, the Indenture Trustee or the Rating Agencies under this Agreement shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented delivery service or, to the extent receipt is confirmed telephonically, sent by telecopy or other form of electronic transmission:
(a)in the case of the Servicer, to Entergy Texas, Inc., at 350 Pine Street, Beaumont, Texas 77701, Attention: President, Telephone: (409) 838-6631, Facsimile: (409) 981-3016;
(b)in the case of the Issuer, to Entergy Texas Restoration Funding II, LLC at Capital Center, 919 Congress Avenue, Suite 840-C, Austin, Texas 78701, Attention: President, Telephone: (512) 487-3982, Facsimile: (512) 487-3958;
(c)in the case of the Indenture Trustee, to the Corporate Trust Office;
    27




(d)in the case of the PUCT, to 1701 N. Congress Avenue, Austin, Texas 78701, Attention: Executive Director and General Counsel, Telephone: (512) 936-7040, Facsimile: (512) 936-7036;
(e)in the case of Moody’s, to Moody’s Investors Service, Inc., ABS/RMBS Monitoring Department, 25th Floor, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Email: ServicerReports@moodys.com (all such notices to be delivered to Moody’s in writing by email);
(f)in the case of Standard & Poor’s, to Standard & Poor’s Ratings Group, Inc., Structured Credit Surveillance, 55 Water Street, New York, New York 10041, Telephone: (212) 438-8991, Email: servicer_reports@spglobal.com (all such notices to be delivered to Standard & Poor’s in writing by email);
(g)in the case of Fitch, to Fitch Ratings, One State Street Plaza, New York, NY 10004, Attention: ABS Surveillance, Telephone: (212) 908-0500, Facsimile: (212) 908-0355; or
(h)as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.
SECTION 8.05    Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 6.03 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 8.06    Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Servicer and the Issuer and, to the extent provided herein or in the Basic Documents, Customers, the Indenture Trustee and the Holders, and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement. 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 Transition Property or Transition Bond Collateral or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, any right, remedy or claim to which any Customer may be entitled pursuant to the Financing Order and to this Agreement may be asserted or exercised only by the PUCT (or by the Attorney General of the State of Texas in the name of the PUCT) for the benefit of such Customer.
SECTION 8.07    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 remainder of such provision (if any) or the remaining provisions hereof (unless such a construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 8.08    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 8.09    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.
    28




SECTION 8.10    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 8.11    Assignment to Indenture Trustee. (a) The Servicer hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture of any or all of the Issuer’s rights hereunder and (b) in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates delivered pursuant hereto, as to all of which any recourse shall be had solely to the assets of the Issuer subject to the availability of funds therefor under Section 8.02 of the Indenture.
SECTION 8.12    Nonpetition Covenants. Notwithstanding any prior termination of this Agreement or the Indenture, the Servicer shall not, prior to the date which is one year and one day after the satisfaction and discharge of the Indenture, acquiesce, petition or otherwise invoke or cause the Issuer to invoke or join with any Person in provoking the process of any Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Issuer 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 Issuer or any substantial part of the property of the Issuer or ordering the dissolution, winding up or liquidation of the affairs of the Issuer.
SECTION 8.13    Limitation of Liability. It is expressly understood and agreed by the parties hereto that this Agreement is executed and delivered by the Indenture Trustee, not individually or personally but solely as Indenture Trustee in the exercise of the powers and authority conferred and vested in it, and that the Indenture Trustee, in acting hereunder, is entitled to all rights, benefits, protections, immunities and indemnities accorded to it under the Indenture.
SECTION 8.14    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 purpose of determining the initial credit rating of the System Restoration Bonds or undertaking credit rating surveillance of the System Restoration Bonds with any Rating Agency, or satisfy the Rating Agency Condition, shall be substantially concurrently posted by the Servicer on the 17g-5 Website.
[SIGNATURE PAGE FOLLOWS]
    29



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

ENTERGY TEXAS RESTORATION FUNDING II, LLC, as Issuer
By: ________________________________
    Name:
    Title:
ENTERGY TEXAS, INC., as Servicer
By: ________________________________
    Name:
    Title:
ACKNOWLEDGED AND ACCEPTED:

THE BANK OF NEW YORK MELLON,
as Indenture Trustee

By: ______________________________
    Name:
    Title:

Signature Page to
Transition Property Servicing Agreement



EXHIBIT A
FORM OF MONTHLY SERVICER’S CERTIFICATE
See Attached.

EXHIBIT A
1




    Remittance Dates:
Monthly Servicer’s Certificate
(to be delivered each month pursuant to Section 3.01(b) of the Transition Property Servicing Agreement)
ENTERGY TEXAS RESTORATION FUNDING II, LLC
Entergy Texas, Inc., as Servicer
Pursuant to the Transition Property Servicing Agreement dated as of                , 2022 (the “Transition Property Servicing Agreement”) between
Entergy Texas, Inc., as Servicer, and Entergy Texas Restoration Funding II, LLC, as Issuer, the Servicer does hereby certify as follows:
    Reconciliation Period:
    Remittance Dates:
SRC Customer Class





Total
a. SRCs in Effect b. SRCs Billed
c. Estimated SRC
Payments Received
 


    Results of Annual Reconciliation (if applicable):
    Reconciliation Period:

SRC Customer Class




Total
d. Estimated SRC
Payments Received
e. Actual SRC
Collections
f. Remittance Shortfall
for this Collection
g. Excess Remittance
for this Collection



    h. Daily remittances previously made by the Servicer to the Collection Account in respect of this Collection Period (c):    
    i. The amount to be remitted by the Servicer to the Collection Account for this Collection Period is (c + f - g):    
    j. If (i>h), (i-h) equals net amount due from the Servicer to the Collection Account:    
    k. If (h>i), (h-i) equals net amount due to the Servicer from the Collection Account:    
    Capitalized terms used herein have their respective meanings set forth in the Transition Property Servicing Agreement.
    In WITNESS HEREOF, the undersigned has duly executed and delivered this Monthly Servicer’s Certificate the day of
    ENTERGY TEXAS, INC., as Servicer
    By __________________________________________________________
    Title: ________________________________________________________
EXHIBIT A
    2


EXHIBIT B
FORM OF SEMI-ANNUAL SERVICER’S CERTIFICATE
Pursuant to Section 4.01(c)(ii) of the Transition Property Servicing Agreement, dated as of                    , 2022 (the “Servicing Agreement”), between ENTERGY TEXAS, INC., as servicer and ENTERGY TEXAS RESTORATION FUNDING II, LLC, as Issuer, the Servicer does hereby certify, for the                    , 20   Payment Date (the “Current Payment Date”), as follows:
Capitalized terms used herein have their respective meanings as set forth in the Indenture. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement or the Indenture, as the context indicates.
1.Allocation of Remittances as of Current Payment Date allocable to principal and interest:
a)Principal
Aggregate
Tranche A-1
Tranche A-2
Tranche A-3
Total:
b)Interest
Aggregate
Tranche A-1
Tranche A-2
Tranche A-3
Total:

2.Outstanding Amount of Bonds prior to, and after giving effect to the payment on the Current Payment Date and the difference, if any, between the Outstanding Amount specified in the Expected Amortization Schedule (after giving effect to payments to be made on such Payment Date under 1a) above) and the Principal Balance to be Outstanding (following payment on Current Payment Date):
a)Principal Balance Outstanding (as of the date of this certification):
Tranche A-1
Tranche A-2
Tranche A-3
Total:
EXHIBIT B
1




b)Principal Balance to be Outstanding (following payment on Current Payment Date):
Tranche A-1
Tranche A-2
Tranche A-3
Total:
c)Difference between (b) above and Outstanding Amount specified in Expected Amortization Schedule:
Tranche A-1
Tranche A-2
Tranche A-3
Total:
3.All other transfers to be made on the Current Payment Date, including amounts to be paid to the Indenture Trustee and to the Servicer:
a)Operating Expenses
Trustee Fees and Expenses: (subject to $              cap on Indemnity Amounts per Section 8.02(e)(1))
Servicing Fee:
Administration Fee:
Other Operating Expenses:
Total:
b)Other Payments
Operating Expenses (payable pursuant to Section 8.02(e)(4)):
Funding of Capital Subaccount (to required amount):
Interest Earnings on Capital Subaccount and rate of return on capital contribution to Entergy Texas:
Operating Expenses and Indemnity Amounts over $            (payable pursuant to Section 8.02(e)(8)):
Deposits to Excess Funds Subaccount:
Total:
4.Estimated amounts on deposit in the Capital Subaccount and Excess Funds Subaccount after giving effect to the foregoing payments:
a)Capital Subaccount
Total:
b)Excess Funds Subaccount
Total:
EXHIBIT B
2





EXHIBIT B
3




    IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Servicer’s Certificate this       day of                  .
ENTERGY TEXAS, INC.,
as Servicer
By:        
Name:
Title:
EXHIBIT B
4



EXHIBIT C
FORM OF SERVICER’S REGULATION AB COMPLIANCE CERTIFICATE
The undersigned hereby certifies that he/she is the duly elected and acting                   of ENTERGY TEXAS, INC., as servicer (the “Servicer”) under the Transition Property Servicing Agreement dated as of                    , 2022 (the “Servicing Agreement”) between the Servicer and Entergy Texas Restoration Funding II, LLC (the “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”):

Servicing Criteria Applicable
Servicing Criteria
Reference 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; PUCT rules impose credit standards on ETI and any future retail electric providers who handle customer collections and govern performance requirements of utilities.
1122(d)(1)(v) Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. Applicable
Cash Collection and Administration
EXHIBIT C
1




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 of 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.
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 Indenture 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 Indenture 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.
EXHIBIT C
2





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 Indenture 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 pool asset documents. Applicable; assessment below.
1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements. Applicable; assessment below.
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 transition 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 pool asset documents. 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 (transition 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 PUCT regulations.
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). 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” mechanism.
EXHIBIT C
3





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; System Restoration 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 will maintain REP deposit accounts in accordance with PUCT rules and regulations.
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 Depositor’s annual report on Form 10-K. [If not true, include description of any material instance of noncompliance.]
4.    A registered public accounting firm has issued an attestation report on the undersigned’s assessment of compliance with the applicable servicing criteria set forth above as of and for the period ending the end of the fiscal year covered by the Depositor’s annual report on Form 10-K.
Executed as of this        day of                       ,      .
EXHIBIT C
4






ENTERGY TEXAS, INC.

By: ________________________________
    Name:
    Title:

EXHIBIT C
5




SCHEDULE 4.01(a)

EXPECTED AMORTIZATION SCHEDULE

See Attached.

Schedule 4.01(a)-1
1



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 ascribed to such terms in the Transition Property Servicing Agreement (the “Agreement”).
(b)Whenever used in this Annex I, the following words and phrases shall have the following meanings:
Applicable MDMA” means with respect to each Customer, any meter data management agent providing meter reading services for that Customer’s account.
Billed SRCs” means the amounts of System Restoration Charges billed by the Servicer, whether billed directly to Customers by the Servicer or indirectly through REPs.
Days Sales Outstanding” means the average number of days ETI’s monthly bills to Customers in its Texas service area (or, following the advent of customer choice, monthly bills to REPs) remain outstanding during the calendar year immediately preceding the calculation thereof pursuant to Section 4.01(b)(i) of the Agreement. The initial Days Sales Outstanding shall be     days until updated pursuant to Section 4.01(b)(i) of the Agreement.
Other Providers” means each electric utility, municipally owned utility and/or cooperative, which, pursuant to any Tariff, any other tariffs filed with the PUCT, or any agreement with ETI, is obligated to bill, pay or collect System Restoration Charges.
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 and, if applicable, others.
SECTION 2. DATA ACQUISITION.
(a)Installation and Maintenance of Meters. Except to the extent that a REP is responsible for such services, the Servicer shall cause to be installed, replaced and maintained meters in such places and in such condition as will enable the Servicer to obtain usage measurements for each Customer at least once every Billing Period. To the extent an Other Provider is responsible for such services, such Other Provider may obtain usage measurements for each Customer less frequently than once every Billing Period in accordance with its current practices so long as the PUCT Regulations so permit and the number of retail Customers of any such Other Provider for whom such modified terms apply shall be less than 5,000 as of the end of the preceding calendar year. To the extent a REP is responsible for such services, but not performing such services, the Servicer shall take all reasonably necessary actions to obtain usage measurements for each Customer at least once every Billing Period.
(b)Meter Reading. At least once each Billing Period, the Servicer shall obtain usage measurements for each Customer, either directly or if applicable, from the Applicable MDMA;
ANNEX I
1



provided, however, that the Servicer may estimate any Customer’s usage determined in accordance with applicable PUCT Regulations.
(c)Cost of Metering. The Issuer shall not be obligated to pay any costs associated with the routine metering duties set forth in this Section 2, including the costs of installing, replacing and maintaining meters, nor shall the Issuer be entitled to any credit against the Servicing Fee for any cost savings realized by the Servicer or any REP as a result of new metering and/or billing technologies.
(d)ERCOT. When and if the Service Area becomes subject to retail competition, the Servicer shall take all reasonable actions available under PUCT Regulations to obtain timely information from ERCOT (or, if such information is not available from ERCOT, directly from the Applicable MDMA) which is necessary for the Servicer to fulfill its obligations under this Agreement.
SECTION 3. USAGE AND BILL CALCULATION.
The Servicer (a) 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 PUCT Regulations) at least once each Billing Period; provided, however that the Servicer may obtain such calculations less frequently for those Customers whose usage is calculated by Other Providers in accordance with such Other Provider’s current practices so long as the PUCT Regulations so permit and the number of retail Customers of any such Other Provider for whom such modified terms apply shall be less than 5,000 as of the end of the preceding calendar year; and (b) shall either (i) determine therefrom each Customer’s individual System Restoration Charges to be included on Bills issued by it to such Customer or to the Applicable REP or Other Provider responsible for billing such Customer, or (ii) where the Applicable REP or Other Provider is responsible for billing the Customers, allow the Applicable REP or Other Provider, rather than the Servicer, to determine such Customers’ individual System Restoration Charges to be included on such Customers’ Bills based on billing factors provided by the Servicer, and, in such case, the Servicer shall deliver to the Applicable REP or Other Provider such billing factors as are necessary for the Applicable REP or Other Provider to calculate such Customers’ respective System Restoration Charges as such charges may change from time to time pursuant to the True-Up Adjustments.
SECTION 4. BILLING.
The Servicer shall implement the System Restoration Charges as of the Closing Date and shall thereafter bill each Customer or, with respect to Customers billed by a REP or Other Provider, the Applicable REP or Other Provider, for the respective Customer’s outstanding current and past due System Restoration Charges accruing through the date on which such System Restoration Charges may no longer be billed under the Tariff, all in accordance with the following:
(a)Frequency of Bills; Billing Practices. In accordance with the Servicer’s then-existing Servicer Policies and Practices for its own charges, as such Servicer Policies and Practices may be modified from time to time, the Servicer shall generate and issue a Bill to each Customer, or, where an Applicable REP or Other Provider, if any, is responsible for billing the Customers, to the Applicable REP or Other Provider, for such Customers’ System Restoration Charges once every applicable Billing Period, at the same time, with the same frequency and on the same Bill as that containing the Servicer’s own charges to such Customers, REPs or Other Providers, as the case may be; provided, however, that the Servicer may bill Other Providers less frequently in accordance with its current practices so long as the PUCT Regulations so permit and the number of retail Customers of any such Other Provider for whom such modified billing
    ANNEX I
2



terms apply shall be less than 5,000 as of the end of the preceding calendar year. In the event that the Servicer makes any material modification to these practices, it shall notify the Issuer, the Indenture Trustee, and the Rating Agencies prior to the effectiveness of any such modification; provided, however, that the Servicer may not make any modification that will materially adversely affect the Holders.
(b)Format.
(i)Each Bill issued by the Servicer shall contain the charge corresponding to the respective System Restoration Charges owed by such Customer for the applicable Billing Period. The System Restoration Charges shall be separately identified if required by and in accordance with the terms of the Financing Order and Tariffs. If such charges are not separately identified, the Servicer shall provide, and unless prohibited by applicable PUCT Regulations, shall cause any and each Applicable REP to provide, Customers with the annual notice required by Section 4.01(c)(iii)(B) of this Agreement.
(ii)If a REP is responsible for billing the Customers, the Servicer shall deliver to the Applicable REP itemized charges for such Customer setting forth such Customers’ System Restoration Charges.
(iii)The Servicer shall conform to such requirements in respect of the format, structure and text of Bills delivered to Customers and any REPs in accordance with, if applicable, the Financing Order, Tariffs, other tariffs and any other PUCT Regulations. To the extent that Bill format, structure and text are not prescribed by the Utilities Code or by applicable PUCT Regulations, the Servicer shall, subject to clauses (i) and (ii) above, determine the format, structure and text of all Bills in accordance with its reasonable business judgment, its Servicer Policies and Practices with respect to its own charges and prevailing industry standards.
(c)Delivery. The Servicer shall deliver all Bills issued by it (i) by United States mail in such class or classes as are consistent with the Servicer Policies and Practices followed by the Servicer with respect to its own charges to its customers or (ii) by any other means, whether electronic or otherwise, that the Servicer may from time to time use to present its own charges to its customers. If a REP is responsible for billing the Customers, the Servicer shall deliver all Bills to the Applicable REP by such means as are prescribed by applicable PUCT Regulations, or if not prescribed by applicable PUCT Regulations, by such means as are mutually agreed upon by the Servicer and the Applicable REP and are consistent with PUCT Regulations. The Servicer or any and each REP, as applicable, shall pay from its own funds all costs of issuance and delivery of all Bills, including but not limited to printing and postage costs as the same may increase or decrease from time to time.
SECTION 5. CUSTOMER SERVICE FUNCTIONS.
The Servicer shall handle all Customer inquiries and other Customer service matters according to the same procedures it uses to service Customers with respect to its own charges.
SECTION 6. COLLECTIONS; PAYMENT PROCESSING; REMITTANCE.
(a)Collection Efforts, Policies, Procedures.
(i)The Servicer shall use reasonable efforts to collect all Billed SRCs from Customers and any Third-Party Collectors as and when the same become due and shall follow such collection procedures as it follows with respect to comparable assets that it services for itself or others, including with respect to the following:
    ANNEX I
3



(A)The Servicer shall prepare and deliver overdue notices to Customers and any REPs in accordance with applicable PUCT Regulations and Servicer Policies and Practices.
(B)The Servicer shall apply late payment charges to outstanding Customer and REP balances in accordance with applicable PUCT Regulations and as required by the Financing Order.
(C)In circumstances where the Servicer is allowed to bill Customers directly, the Servicer shall deliver verbal and written final notices of delinquency and possible disconnection in accordance with applicable PUCT Regulations and Servicer Policies and Practices.
(D)The Servicer shall adhere to and carry out disconnection policies and termination of any future REP billing in accordance with the Utilities Code, the Financing Order, applicable PUCT Regulations and the Servicer Policies and Practices.
(E)The Servicer may employ the assistance of collection agents to collect any past-due System Restoration Charges in accordance with applicable PUCT Regulations and Servicer Policies and Practices and the Tariffs.
(F)The Servicer shall apply Customer and any REP deposits to the payment of delinquent accounts in accordance with applicable PUCT Regulations and Servicer Policies and Practices and according to the priorities set forth in Sections 6(b)(ii), (iii), (iv) and (v) of this Annex I.
(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’s customary practices or those of any successor Servicer with respect to comparable assets that it services for itself and for others; (B) would not materially adversely affect the rights of the Holders as evidenced by an Officer’s Certificate of the Issuer; and (C) would comply with applicable law; provided, however, that notwithstanding anything in the Agreement or this Annex I to the contrary, the Servicer is authorized to write off any Billed SRCs, in accordance with its Servicer Policies and Practices, that have remained outstanding for one hundred eighty (180) days or more.
(iii)The Servicer shall accept payment from Customers in respect of Billed SRCs in such forms and methods and at such times and places as it accepts for payment of its own charges. The Servicer shall accept payment from any REPs in respect of Billed SRCs in such forms and methods and at such times and places as the Servicer and any and each REP shall mutually agree in accordance with, if applicable, the Financing Order, Tariffs, other tariffs and any other PUCT Regulations.
(b)Payment Processing; Allocation; Priority of Payments.
(i)The Servicer shall post all payments received to Customer accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than three (3) Business Days after receipt.
(ii)Until retail competition is introduced into the Service Area, any amounts collected by the Servicer that represent partial payments of the total Bill to a Customer shall be applied by the Servicer in the following order of priority: (1) to any amounts due with respect to
    ANNEX I
4



customer deposits, (2) to all electric service charges of ETI on the Bill and to all System Restoration Charges on the Bill, pro rata based upon the total amount billed, and (3) to tax and remaining charges billed to the Customers. Any amounts allocated to Transition Charge payments pursuant to (2) above shall be further allocated as follows: (A) first to amounts owed to the Issuer, ETI and any other affiliate of ETI which is owed “System Restoration Charges” as defined in Section 39.302(7) whether as supplemented by 36.403(f) of the Financing Act or another section of the Utilities Code (excluding any late fees and interest charges), regardless of age, pro rata in proportion to their respective percentages of the total amount of their combined outstanding charges on such Bill; then (B) all late charges shall be allocated to the Servicer; provided that penalty payments owed on late payments of System Restoration Charges shall be allocated to the Issuer in accordance with the terms of the Tariffs. If there is more than one owner of transition property, or if the sole or any owner of transition property (or pledge or pledgee) has issued multiple series of bonds, such partial collections representing system restoration charges shall be allocated among such owners (or pledgee or pledgees), and among such series of system restoration bonds, pro-rata based upon the amounts billed with respect to each series of system restoration bonds, provided that late fees and charges may be allocated to the Servicer as provided in the Tariff. It is understood that such allocations may be made on a delayed basis in accordance with the reconciliations described in Section 6 of this Annex.
(iii)When and if the Service Area becomes subject to retail competition, the Servicer shall apply payments received to each Customer’s or any and each Applicable REP’s account in proportion to the charges contained on the outstanding Bill to such Customer or Applicable REP. Any amounts collected by the Servicer that represent partial payments of the total Bill to a Customer or any REP shall be allocated as follows: (A) first to amounts owed to the Issuer, ETI and any other affiliate of ETI which is owed “System Restoration Charges” as defined in Sections 39.302(7) whether as supplemented by 36.403(f) of the Financing Act or another section of the Utilities Code (excluding any late fees and interest charges), regardless of age, pro rata in proportion to their respective percentages of the total amount of their combined outstanding charges on such Bill; then (B) all late charges shall be allocated to the Servicer; provided that penalty payments owed on late payments of System Restoration Charges shall be allocated to the Issuer in accordance with the terms of the Tariffs. It is understood that such allocations may be made on a delayed basis in accordance with the reconciliations described in Section 6(e) of this Annex I.
(iv)The Servicer shall hold all over-payments for the benefit of the Issuer and ETI and shall apply such funds to future Bill charges in accordance with clauses (ii) and (iii) (as applicable) as such charges become due.
(v)For Customers on a Budget Billing Plan, the Servicer shall treat SRC Payments received from such Customers as if such Customers had been billed for their respective System Restoration Charges in the absence of the Budget Billing Plan; partial payment of a Budget Billing Plan payment shall be allocated according to clause (ii) or (iii) (as applicable) and overpayment of a Budget Billing Plan payment shall be allocated according to clause (iv).
(c)Accounts; Records.
The Servicer shall maintain accounts and records as to the Transition Property accurately and in accordance with its standard accounting procedures and in sufficient detail (i) to permit reconciliation between payments or recoveries with respect to the Transition Property and the amounts from time to time remitted to the Collection Account in respect of the Transition Property and (ii) to permit the SRC Collections held by the Servicer to be accounted for separately from the funds with which they may be commingled, so that the dollar amounts of SRC Collections commingled with the Servicer’s funds may be properly identified and traced.
    ANNEX I
5



(d)Investment of SRC Payments Received.
Prior to each Daily Remittance, the Servicer may invest SRC Payments received at its own risk and (except as required by applicable PUCT Regulations) for its own benefit. So long as the Servicer complies with its obligations under Section 6(c) of this Annex I, neither such investments nor such funds shall be required to be segregated from the other investment and funds of the Servicer.
(e)Calculation of Daily Remittance.
(i)For purposes of calculating the Daily Remittance, (i) all Billed SRCs shall be estimated to be collected the same number of days after billing as is equal to the Days Sales Outstanding then in effect (or on the next Servicer Business Day) and (ii) the Servicer will, on each Servicer Business Day, remit to the Indenture Trustee for deposit in the Collection Account an amount equal to the product of the applicable Billed SRCs multiplied by one hundred percent less the system wide write-off percentage (or if available in the ordinary course of business, gross write-off percentage for each revenue class) used by the Servicer to calculate the most recent Periodic Billing Requirement. Such product shall constitute the amount of Estimated SRC Collections for such Servicer Business Day. Pursuant to Section 6.11(c) of the Agreement, commencing no later than June 30 of each year, the Servicer shall calculate and report in the next succeeding Monthly Servicer’s Certificate the amount of Actual SRC Collections for all completed Collection Periods during the Reconciliation Period as compared to the Estimated SRC Collections forwarded to the Collection Account in respect of such Reconciliation Period. No Excess Remittance shall be withdrawn from the Collection Account if such withdrawal would cause the amounts on deposit in the General Subaccount or the Excess Funds Subaccount to be insufficient for the payment of the next installment of interest or principal due at maturity on the next Payment Date or upon acceleration on or before the next Payment Date on the System Restoration Bonds. The Servicer shall be allowed to use the proceeds from any Excess Remittance to reimburse any Applicable REPs for the excess of their remittances over actual SRC Payments received by such REPs in accordance with the terms of PUCT Regulations.
(ii)On or before the beginning of the first billing cycle in November of each year in accordance with Section 4.01(b) of the Agreement, the Servicer shall, in a timely manner so as to perform all required calculations under such Section 4.01(b), update the Days Sales Outstanding and the system-wide write-off percentage (or if available in the ordinary course of business, gross write-off percentage for each revenue class) in order to be able to calculate the Periodic Billing Requirement for the next True-Up Adjustment and to calculate any change in the Daily Remittances for the next Calculation Period.
(iii)The Servicer and the Issuer acknowledge that, as contemplated in Section 8.01(b) of the Agreement, the Servicer may make certain changes to its current computerized customer information system, which changes, when functional, would affect the Servicer’s method of calculating the SRC Payments estimated to have been received by the Servicer during each Collection Period as set forth in this Annex I. Should these changes to the computerized customer information system become functional during the term of the Agreement, the Servicer and the Issuer agree that they shall review the procedures used to calculate the SRC Payments estimated to have been received in light of the capabilities of such new system and shall amend this Annex I in writing to make such modifications and/or substitutions to such procedures as may be appropriate in the interests of efficiency, accuracy, cost and/or system capabilities; provided, however, that the Servicer may not make any modification or substitution that will materially adversely affect the Holders as evidenced by an Officer’s Certificate of the Issuer. As soon as practicable, and in no event later than sixty (60) Business Days after the date on which all Customer accounts are being billed under such new system, the Servicer shall notify the Issuer, the Indenture Trustee and the Rating Agencies of the same.
    ANNEX I
6



(iv)All calculations of collections, each update of the Days Sales Outstanding, the system-wide write-off percentage (or if available in the ordinary course of business, gross write-off percentage for each revenue class) and any changes in procedures used to calculate the Estimated SRC Payments pursuant to this Section 6(e) shall be made in good faith, and in the case of any update pursuant to clause (ii) above or any change in procedures pursuant to clause (iii) above, in a manner reasonably intended to provide estimates and calculations that are at least as accurate as those that would be provided on the Closing Date utilizing the initial procedures.
(f)Remittances.
(i)The Issuer shall cause to be established the Collection Account in the name of the Indenture Trustee in accordance with the Indenture.
(ii)The Servicer shall make remittances to the Collection Account in accordance with Section 6.11 of the Agreement.
(iii)In the event of any change of account or change of institution affecting the Collection Account, the Issuer shall provide written notice thereof to the Servicer and the Rating Agencies not later than five (5) Business Days from the effective date of such change.
    ANNEX I
7


Exhibit 10.2










TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT

by and between

ENTERGY TEXAS RESTORATION FUNDING II, LLC,

Issuer

and

ENTERGY TEXAS, INC.,

Seller



Dated as of                      , 2022



TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01.    Definitions    1
SECTION 1.02.    Other Definitional Provisions.    2
ARTICLE II
CONVEYANCE OF TRANSITION PROPERTY
SECTION 2.01.    Conveyance of Transition Property    2
SECTION 2.02.    [Reserved]    3
SECTION 2.03.    Conditions to Conveyance of Transition Property    3
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
SECTION 3.01.    Organization and Good Standing    4
SECTION 3.02.    Due Qualification    5
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    6
SECTION 3.08.    The Transition Property.    6
SECTION 3.09.    Limitations on Representations and Warranties    10
ARTICLE IV
COVENANTS OF THE SELLER
SECTION 4.01.    Existence    10
SECTION 4.02.    No Liens    10
SECTION 4.03.    Delivery of Collections    11
SECTION 4.04.    Notice of Liens    11
SECTION 4.05.    Compliance with Law    11
SECTION 4.06.    Covenants Related to System Restoration Bonds and Transition Property.    11
SECTION 4.07.    Protection of Title    12
SECTION 4.08.    Nonpetition Covenants    13
SECTION 4.09.    Taxes    13
SECTION 4.10.    Issuance Advice Letter    13
SECTION 4.11.    Tariff    13
SECTION 4.12.    Notice of Breach to Rating Agencies, Etc    13
SECTION 4.13.    Use of Proceeds    14
SECTION 4.14.    Further Assurances    14
ARTICLE V
THE SELLER
i



SECTION 5.01.    Liability of Seller; Indemnities.    14
SECTION 5.02.    Merger, Conversion or Consolidation of, or Assumption of the Obligations of, Seller    16
SECTION 5.03.    Limitation on Liability of Seller and Others    17
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01.    Amendment    17
SECTION 6.02.    PUCT Condition    18
SECTION 6.03.    Notices    19
SECTION 6.04.    Assignment    20
SECTION 6.05.    Limitations on Rights of Third Parties    20
SECTION 6.06.    Severability    20
SECTION 6.07.    Separate Counterparts    21
SECTION 6.08.    Headings    21
SECTION 6.09.    Governing Law    21
SECTION 6.10.    Assignment to Indenture Trustee    21
SECTION 6.11.    Limitation of Liability    21
SECTION 6.12.    Waivers    21

EXHIBITS
Exhibit A        Form of Bill of Sale
ii



This TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of                     , 2022, is between Entergy Texas Restoration Funding II, LLC, a Delaware limited liability company (the “Issuer”), and Entergy Texas, Inc., a Texas corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).
RECITALS
WHEREAS, the Issuer desires to purchase the Transition Property created pursuant to the Financing Act;
WHEREAS, the Seller is willing to sell its rights and interests under the Financing Order to the Issuer whereupon such rights and interests will become the Transition Property;
WHEREAS, the Issuer, in order to finance the purchase of the Transition Property, will issue the System Restoration Bonds under the Indenture; and
WHEREAS, the Issuer, to secure its obligations under the System Restoration Bonds and the Indenture, will pledge, among other things, all right, title and interest of the Issuer in and to the Transition Property and this Agreement to the Indenture Trustee for the benefit of the Secured Parties.
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. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in that certain Indenture (including Appendix A thereto) dated as of the date hereof between the Issuer and The Bank of New York Mellon, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee”) and in its separate capacity as securities intermediary (the “Securities Intermediary”), as the same may be amended, restated, supplemented or otherwise modified from time to time.
(b)Whenever used in this Agreement, the following words and phrases shall have the following meanings:
Bill of Sale” means a bill of sale substantially in the form of Exhibit A hereto delivered pursuant to Section 2.03(i).
Losses” means (i) any and all amounts of principal and interest on the System Restoration Bonds not paid when due or when scheduled to be paid in accordance with their terms and the amounts of any deposits by or to the Issuer required to have been made in accordance with the terms of the Basic Documents or the Financing Order which are not made when so required and (ii) any and all other liabilities, obligations, losses, claims, damages, payments, costs or expenses of any kind whatsoever.
Transition Property” means the Transition Property sold, transferred, assigned, set over and conveyed by the Seller to the Issuer as of the Closing Date pursuant to this Agreement.
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 TRANSITION PROPERTY
SECTION 2.01    Conveyance of Transition Property. In consideration of the Issuer’s delivery to or upon the order of the Seller of $               , subject to the conditions specified in Section 2.03, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse or warranty, except as set forth herein, all right, title and interest of the Seller in and to the Transition Property (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Financing Act, the right to impose, collect and receive System Restoration Charges and the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the System Restoration Charges related to the Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 39.308 (as incorporated through Section 36.403(a)) of the Financing Act, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in and to (as in a true sale), and not as a pledge or other financing of, the Transition Property. The Seller and the Issuer agree that after giving effect to the sale, transfer, assignment, setting over and conveyance contemplated hereby the Seller has no right, title or interest in or to the Transition Property to which a security interest could attach because (i) it has sold, transferred, assigned, set over and conveyed all right, title and interest in and to the Transition Property to the Issuer, (ii) as provided in Section 39.304 (as incorporated through Section 36.403(a)) of the Financing Act, such rights are only contract rights until the time of such sale, transfer, assignment, setting over and conveyance and (iii) as provided in Section 39.309(c) (as incorporated through Section 36.403(a)) of the Financing Act, appropriate notice has been filed and such transfer is perfected against all third parties, including subsequent judicial or other lien creditors. 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 39.308 (as incorporated through Section 36.403(a)) of the Financing Act, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such Transition Property and as the creation of a security interest (within the meaning of the Financing Act and the UCC) in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and to the Indenture Trustee for the benefit of the Secured Parties) to secure their respective rights under the Basic Documents to receive the System Restoration Charges and all other Transition Property..
(b)Subject to Section 2.03, the Issuer does hereby purchase the Transition Property from the Seller for the consideration set forth in Section 2.01(a).
SECTION 2.02    [RESERVED]
SECTION 2.03    Conditions to Conveyance of Transition Property. The obligation of the Issuer to purchase Transition Property on the Closing Date shall be subject to the satisfaction of each of the following conditions:
(i)on or prior to the Closing Date, the Seller shall have delivered to the Issuer a duly executed Bill of Sale identifying the Transition Property to be conveyed on the Closing Date;
(ii)on or prior to the Closing Date, the Seller shall have received the Financing Order creating the Transition Property;
2



(iii)as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by such sale and the Seller is not aware of any pending insolvency with respect to itself;
(iv)as of the Closing Date, the representations and warranties of the Seller set forth in this Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date); on and as of the Closing Date, no breach of any covenant or agreement of the Seller contained in this Agreement has occurred and is continuing; and no Servicer Default shall have occurred and be continuing;
(v)as of the Closing Date, (A) the Issuer shall have sufficient funds available to pay the purchase price for the Transition Property to be conveyed on such date and (B) all conditions to the issuance of the System Restoration Bonds intended to provide such funds set forth in the Indenture shall have been satisfied or waived;
(vi)on or prior to the Closing Date, the Seller shall have taken all action required to transfer to the Issuer ownership of the Transition Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including, without limitation, filing any statements or filings under the Financing Act or the UCC; and the Issuer or the Servicer, on behalf of the Issuer, shall have taken all actions required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the System Restoration Bond Collateral and maintain such security interest as of such date;
(vii)[RESERVED]
(viii)the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies;
(ix)the Seller shall have received and delivered to the Issuer and the Indenture Trustee an opinion or opinions of outside tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Underwriters) to the effect that (i) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the System Restoration Bonds will be treated as debt of the Issuer’s sole owner for United States federal income tax purposes, and (ii) the issuance of the System Restoration Bonds will not result in gross income to the Seller. The opinion of outside tax counsel described above may, if the Seller so chooses, be conditioned on the receipt by the Seller of one or more letter rulings from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph) and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such ruling letters and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings;
(x)on and as of the Closing Date, each of the LLC Agreement, the Servicing Agreement, the Administration Agreement, this Agreement, the Indenture, the Financing Order, the Tariff and the Financing Act shall be in full force and effect;
(xi)the System Restoration Bonds shall have received a rating or ratings required by the Financing Order; and
(xii)the Seller shall have delivered to the Indenture Trustee and the Issuer an Officer’s Certificate confirming the satisfaction of each condition precedent specified in this Section 2.03.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Subject to Section 3.09, the Seller makes the following representations and warranties, as of the Closing Date, and the Seller acknowledges that the Issuer has relied thereon in acquiring
3



the Transition Property. The representations and warranties shall survive the sale and transfer of the Transition Property to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture. The Seller agrees that (i) the Issuer may assign the right to enforce the following representations and warranties to the Indenture Trustee and (ii) the representations and warranties inure to the benefit of the Issuer and the Indenture Trustee.
SECTION 3.01    Organization and Good Standing. The Seller is duly organized and validly existing and is in good standing under the laws of the state of its organization, with the requisite corporate or other 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 or other power and authority to obtain the Financing Order and own the rights and interests under the Financing Order and to sell and assign those rights and interests to the Issuer, whereupon (subject to the effectiveness of the Issuance Advice Letter) such rights and interests shall become “transition property” as defined in Section 39.302(8) (as incorporated through Section 36.403(a)) of the Financing Act.
SECTION 3.02    Due Qualification. The Seller is duly qualified to do business and is 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).
SECTION 3.03    Power and Authority. The Seller has the requisite corporate or other 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 action on the part of the Seller under its organizational or governing documents and laws.
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 and will 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 Seller’s organizational documents, or any indenture or other agreement or instrument to which the Seller is a party or by which it or any of its property 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 in the Issuer’s favor or any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act or any Lien that may be granted under the Basic Documents); or (iii) violate any existing law or any existing order, rule or regulation applicable to the Seller of any Governmental Authority having jurisdiction over the Seller or its properties.
SECTION 3.06    No Proceedings. There are no proceedings pending and, to the Seller’s knowledge, there are no proceedings threatened and, to the Seller’s knowledge, there are no investigations pending or threatened, before any Governmental Authority having jurisdiction over the Seller or its properties involving or relating to the Seller or the Issuer or, to the Seller’s knowledge, any other Person: (i) asserting the invalidity of the Financing Act, the Financing Order, this Agreement, any of the other Basic Documents or the System Restoration Bonds, (ii) seeking to prevent the issuance of the System Restoration Bonds or the
4



consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of the Financing Act, the Financing Order, this Agreement, any of the other Basic Documents or the System Restoration Bonds or (iv) seeking to adversely affect the federal income tax or state income or franchise tax classification of the System Restoration Bonds as debt.
SECTION 3.07    Approvals. Except for UCC financing statement filings and other filings under the Financing Act, no approval, authorization, consent, order or other action of, or filing with, any Governmental Authority 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 Transition Property.
(a)Information. Subject to subsection (f) below, at the Closing Date, all written information, as amended or supplemented from time to time, provided by the Seller to the Issuer with respect to the Transition Property (including the Expected Amortization Schedule, the Financing Order and the Issuance Advice Letter relating thereto) is true and correct in all material respects.
(b)Title. It is the intention of the parties hereto that (other than for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes) the transfers and assignments herein contemplated each constitute a sale and absolute transfer of the Transition Property from the Seller to the Issuer and that no interest in, or right or title to, the Transition 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 Transition Property has been sold, transferred, assigned or pledged or otherwise conveyed by the Seller to any Person other than the Issuer, and no security agreement, financing statement or equivalent security or lien instrument listing the Seller as debtor covering all or any part of the Transition Property is on file or of record in any jurisdiction, except such as may have been filed, recorded or made in favor of the Issuer or the Indenture Trustee in connection with the Basic Documents. The Seller has not authorized the filing of and is not aware (after due inquiry) of any financing statement against it that includes a description of collateral including the Transition Property other than any financing statement filed, recorded or made in favor of the Issuer or the Indenture Trustee in connection with the Basic Documents. The Seller is not aware (after due inquiry) of any judgment or tax lien filings against either the Seller or the Issuer. At the Closing Date, immediately prior to the sale of the Transition Property hereunder, the Seller is the original and the sole owner of the Transition Property free and clear of all Liens and rights of any other Person, and no offsets, defenses or counterclaims exist or have been asserted with respect thereto.
(c)Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the Transition Property shall be validly transferred and sold to the Issuer, the Issuer shall own all the Transition Property free and clear of all Liens (except for any Lien created in favor of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act or any Lien that may be granted under the Basic Documents) and all filings and action to be made or taken by the Seller (including, without limitation, filings with the Secretary of State of the State of Texas under the Financing Act) necessary in any jurisdiction to give the Issuer a perfected ownership interest (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act and any Lien that may be granted under the Basic Documents) in the Transition Property have been made or taken. No further action is required to maintain such
5



ownership interest (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act and any Lien that may be granted under the Basic Documents) and to give the Indenture Trustee a first priority perfected security interest in the Transition Property. All filings and action have also been made or taken to perfect the security interest in the Transition Property granted by the Seller to the Issuer (subject to any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act and any Lien that may be granted under the Basic Documents) and, to the extent necessary, the Indenture Trustee pursuant to Section 2.01.
(d)Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing Date, under the laws of the State of Texas and the United States in effect on the Closing Date, (i) the Financing Order pursuant to which the rights and interests of the Seller, including the right to impose, collect and receive the System Restoration Charges and, in and to the Transition Property transferred on such date have been created, is Final and non-appealable and is in full force and effect; (ii) as of the issuance of the System Restoration Bonds, the System Restoration Bonds are entitled to the protection of the Financing Act and, accordingly, the Financing Order, the System Restoration Charges and the Issuance Advice Letter are not revocable by the PUCT; (iii) as of the issuance of the System Restoration Bonds, the Tariff is in full force and effect and is not subject to modification by the PUCT except as provided under Section 39.307 (as incorporated through Section 36.403(a)) of the Financing Act; (iv) the process by which the Financing Order creating the Transition Property transferred on such date was adopted and approved, and the Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations; (v) the Issuance Advice Letter and the Tariff relating to the Transition Property transferred on such date have been filed in accordance with the Financing Order creating the Transition Property transferred on such date and an officer of the Seller has provided the certification to the PUCT required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Transition Property transferred on such date, except those that have been obtained or made.
(e)State Action. Under the Financing Act, the State of Texas has pledged that it will not take or permit any action that would impair the value of the Transition Property transferred on such date, or, except as permitted by Section 39.307 (as incorporated through Section 36.403(a)) of the Financing Act, reduce, alter or impair the System Restoration Charges relating to the Transition Property until the principal, interest and premium and any other charges incurred and contracts to be performed in connection with the System Restoration Bonds relating to the Transition Property have been paid and performed in full. Under the laws of the State of Texas and the United States, the State of Texas could not constitutionally take any action of a legislative character including the repeal or amendment of the Financing Act, which would substantially limit, alter or impair the Transition Property or other rights vested in the Holders pursuant to the Financing Order or substantially limit, alter, impair or reduce the value or amount of the Transition Property, unless such action is a reasonable exercise of the sovereign powers of the State of Texas and of a character reasonable and appropriate to further a legitimate public purpose, and, under the takings clauses of the United States and Texas Constitutions, the State of Texas could not repeal or amend the Financing Act or take any other action in contravention of its pledge quoted above without paying just compensation to the Holders, as determined by a court of competent jurisdiction if doing so would constitute a permanent appropriation of a substantial property interest of the Holders in the Transition Property and deprive the Holders of their reasonable expectations arising from their investments in the System Restoration Bonds. There is no assurance, however, that, even if a court were to award just compensation it would be sufficient to pay the full amount of principal and interest on the System Restoration Bonds.
6



(f)Assumptions. On the Closing Date, based upon the information available to the Seller on such date, the assumptions used in calculating the System Restoration Charges are reasonable and are made in good faith. Notwithstanding the foregoing, the Seller makes no representation or warranty, express or implied, that amounts actually collected arising from those System Restoration Charges will in fact be sufficient to meet the payment obligations on the System Restoration Bonds or that the assumptions used in calculating such System Restoration Charges will in fact be realized.
(g)Creation of Transition Property. Upon the effectiveness of the Financing Order, the Issuance Advice Letter and the Tariff with respect to the Transition Property and the transfer of the Transition Property pursuant to this Agreement: (i) the rights and interests of the Seller under the Financing Order, including the right to impose, collect and receive the System Restoration Charges authorized in the Financing Order, become “transition property” as defined in Section 39.302(8) (as incorporated through Section 36.403(a)) of the Financing Act; (ii) the Transition Property constitutes a present property right vested in the Issuer; (iii) the Transition Property includes (A) the right, title and interest of the Seller in the Financing Order and the System Restoration Charges and (B) the right to impose, collect and obtain periodic adjustments (with respect to adjustments, in the manner and with the effect provided in Section 4.01(b) of the Servicing Agreement) of such System Restoration Charges, and the rates and other charges authorized by the Financing Order and all revenues, collections, claims, payments, money or proceeds of or arising from the System Restoration Charges; (iv) the owner of the Transition Property is legally entitled to bill System Restoration Charges and collect payments in respect of the System Restoration Charges in the aggregate sufficient to pay the interest on and principal of the System Restoration Bonds in accordance with the Indenture, to pay the fees and expenses of servicing the System Restoration Bonds, to replenish the Capital Subaccount to the Required Capital Level until the System Restoration Bonds are paid in full or until the last date permitted for the collection of payments in respect of the System Restoration Charges under the Financing Order, whichever is earlier, and the Customer class allocation percentages in the Financing Order do not prohibit the owner of the Transition Property from obtaining adjustments and effecting allocations to the System Restoration Charges in order to collect payments of such amounts; and (v) the Transition Property is not subject to any Lien other than any Lien created in favor of the Indenture Trustee for the benefit of the Holders pursuant to Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act or any Lien that may be granted under the Basic Documents.
(h)Nature of Representations and Warranties. The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the System Restoration Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.
(i)Prospectus. As of the date hereof, the information describing the Seller under the caption “The Depositor, Seller, Initial Servicer and Sponsor” in the prospectus dated                    , 2022 relating to the System Restoration Bonds is true and correct in all material respects.
(j)Solvency. After giving effect to the sale of the Transition Property hereunder, the Seller:
(i)is solvent and expects to remain solvent;
7



(ii)is adequately capitalized to conduct its business and affairs considering its size and the nature of its business and intended purpose;
(iii)is not engaged in nor does it expect to engage in a business for which its remaining property represents an unreasonably small portion of its capital;
(iv)reasonably believes that it will be able to pay its debts as they come due; and
(v)is able to pay its debts as they mature and does not intend to incur, or believes that it will not incur, indebtedness that it will not be able to repay at its maturity.
(k)No Court Order. There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Financing Act, the Financing Order, the Issuance Advice Letter, the Transition Property or the System Restoration Charges or any rights arising under any of them or that seeks to enjoin the performance of any obligations under the Financing Order.
(l)No Proceedings Concerning the Financing Act. Except as disclosed in the Prospectus, there are no proceedings pending, and to the Seller’s knowledge, (i) there are no proceedings threatened and (ii) there are no investigations pending or threatened, before any Governmental Authority having jurisdiction over the Issuer or the Seller or their respective properties challenging the Financing Act or the Financing Order.
(m)Survival of Representations and Warranties The representations and warranties set forth in this Section 3.08 shall survive the execution and delivery of this Agreement and may not be waived by any party hereto except pursuant to a written agreement executed in accordance with Article VI and as to which the Rating Agency Condition has been satisfied.
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 any legislative enactment, constitutional amendment or voter initiative. THE SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT BILLED SYSTEM RESTORATION CHARGES WILL BE ACTUALLY COLLECTED FROM CUSTOMERS.
ARTICLE IV
COVENANTS OF THE SELLER
SECTION 4.01    Existence. Subject to Section 5.02, so long as any of the System Restoration Bonds are Outstanding, the Seller (a) will keep in full force and effect its existence and remain in good standing under the laws of the jurisdiction of its organization, (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 necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby or to the extent necessary for the Seller to perform its obligations hereunder or thereunder and (c) will continue to own and operate its transmission and distribution system (or, if by law, the Seller is no longer required to own and/or operate both the transmission and distribution systems, then the Seller’s distribution system) in order and to the extent required to provide electric services to the Seller’s Customers within the Service Area. Nothing in this Section 4.01 shall prohibit the Seller from selling, assigning or otherwise divesting any of its properties or assets; provided that in the event that the Seller sells, assigns or otherwise divests of all or any portion of its transmission and distribution system required to provide electric service to the Seller’s Customers in the Service Area (or, if by law, the Seller is no longer required to own and/operate both the transmission and distribution systems, if the Seller sells, assigns or otherwise divests all or any portion of its distribution system required to provide electric service to the Seller’s Customers in the Service Area), then
8



the entity acquiring such distribution (and if owned and/or operated jointly, transmission) facilities is either required by law or agrees by contract to continue operating the facilities to provide electric services to Seller’s Customers in the Service Area, and, in the case of a portion of the distribution (and, if applicable transmission) assets, the conditions of Section 5.02(c)(4) are satisfied.
SECTION 4.02    No Liens. Except for the conveyances hereunder or any Lien under Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act in favor of the Indenture Trustee for the benefit of the Holders and any Lien that may be granted under the Basic Documents, the Seller will not sell, pledge, assign or transfer, or grant, create, incur, assume or suffer to exist any Lien on, any of the Transition Property, or any interest therein, and the Seller shall defend the right, title and interest of the Issuer and the Indenture Trustee, on behalf of the Secured Parties, in, to and under the Transition Property against all claims of third parties claiming through or under the Seller. ETI, in its capacity as Seller, will not at any time assert any Lien against, or with respect to, any of the Transition Property.
SECTION 4.03    Delivery of Collections. In the event that the Seller receives any SRC Collections or other payments in respect of the System Restoration Charges or the proceeds thereof other than in its capacity as the Servicer, the Seller agrees to pay to the Servicer, on behalf of the Issuer, all payments received by it in respect thereof as soon as practicable after receipt thereof. Prior to such remittance to the Servicer by the Seller, the Seller agrees that such amounts are held by it in trust for the Issuer and the Indenture Trustee. If the Seller becomes a party to any future trade receivables purchase and sale arrangement or similar arrangement under which it sells all or any portion of its accounts receivables, the Seller and the other parties to such arrangement shall enter into an intercreditor agreement in connection therewith and the terms of the documentation evidencing such trade receivables purchase and sale arrangement or similar arrangement shall expressly exclude System Restoration Charges from any receivables or other assets pledged or sold under such arrangement.
SECTION 4.04    Notice of Liens. The Seller shall notify the Issuer and the Indenture Trustee promptly after becoming aware of any Lien on any of the Transition Property, other than the conveyances hereunder, any Lien under the Basic Documents or any Lien under Section 39.309 (as incorporated through Section 36.403(a)) of the Financing Act created in favor of the Indenture Trustee for the benefit of the Holders.
SECTION 4.05    Compliance with Law. The Seller hereby agrees to comply with its organizational or governing documents and all laws, treaties, rules, regulations and determinations of any Governmental Authority applicable to it, except to the extent that failure to so comply would not materially adversely affect the Issuer’s or the Indenture Trustee’s interests in the Transition 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 System Restoration Bonds and Transition Property.
(a)So long as any of the System Restoration Bonds are outstanding, the Seller shall treat the Transition Property as the Issuer’s property for all purposes other than financial reporting, state or federal regulatory or tax purposes, and treat the System Restoration Bonds as debt for all purposes and specifically as debt of the Issuer, other than for financial reporting, state or federal regulatory or tax purposes.
(b)Solely for the purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, for purposes of state, local and other taxes, so long as any of the System Restoration Bonds are outstanding, the Seller agrees to treat the System Restoration Bonds as indebtedness of the Seller (as the sole owner of the Issuer) secured by the System Restoration Bond Collateral unless otherwise required by appropriate taxing authorities.
9



(c)So long as any of the System Restoration Bonds are outstanding, the Seller shall disclose in its financial statements that the Issuer and not the Seller is the owner of the Transition Property and that the assets of the Issuer are not available to pay creditors of the Seller or its Affiliates (other than the Issuer).
(d)So long as any of the System Restoration Bonds are outstanding, the Seller shall not own or purchase any System Restoration Bonds.
(e)So long as any of the System Restoration Bonds are outstanding, the Seller shall disclose the effects of all transactions between the Seller and the Issuer in accordance with generally accepted accounting principles.
(f)The Seller agrees that, upon the sale by the Seller of the Transition Property to the Issuer pursuant to this Agreement, (i) to the fullest extent permitted by law, including applicable PUCT Regulations and the Financing Act, the Issuer shall have all of the rights originally held by the Seller with respect to the Transition 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 or REP in respect of the Transition Property, notwithstanding any objection or direction to the contrary by the Seller (and the Seller agrees not to make any such objection or to take any such contrary action) and (ii) any payment by any Customer or REP directly to the Issuer shall discharge such Customer’s or REP’s obligations, if any, to the Seller in respect of the Transition Property to the extent of such payment, notwithstanding any objection or direction to the contrary by the Seller.
(g)So long as any of the System Restoration Bonds are outstanding, (i) in all proceedings relating directly or indirectly to the Transition Property, the Seller shall affirmatively certify and confirm that it has sold all of its rights and interests in and to such property (other than for financial reporting or tax purposes), (ii) the Seller shall not make any statement or reference in respect of the Transition Property that is inconsistent with the ownership interest of the Issuer (other than for financial reporting or tax purposes or as required by state or federal regulatory purposes), (iii) the Seller shall not take any action in respect of the Transition Property except solely in its capacity as the Servicer thereof pursuant to the Servicing Agreement or as otherwise contemplated by the Basic Documents, (iv) the Seller shall not sell transition property under a separate financing order in connection with the issuance of additional System Restoration Bonds or system restoration bonds unless the Rating Agency Condition shall have been satisfied, and (v) neither the Seller nor the Issuer shall take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, for purposes of state, local and other taxes, as a disregarded entity that is not separate from the Seller (or, if relevant, from another sole owner of the Issuer).
SECTION 4.07    Protection of Title. The Seller shall execute and file such filings, including, without limitation, filings with the Secretary of State of the State of Texas pursuant to the Financing Act, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest of the Issuer and the first priority security interest of the Indenture Trustee in the Transition Property, including, without limitation, all filings required under the Financing Act and the UCC relating to the transfer of the ownership of the rights and interest in the Transition Property by the Seller to the Issuer or the pledge of the Issuer’s interest in such Transition Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee 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 PUCT, the State of Texas or any of their respective agents, of any of their obligations or duties under the Financing Act, the Financing Order or the Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and
10



appearing or testifying at hearings or similar proceedings, in each case, as may be reasonably necessary (i) to protect the Issuer and the Secured Parties 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 any covenant set forth in Article IV and (ii) to block or overturn any attempts to cause a repeal of, modification of or supplement to the Financing Act, the Financing Order, the Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will be payable by the Seller.
SECTION 4.08    Nonpetition Covenants. Notwithstanding any prior termination of this Agreement or the Indenture, the Seller shall not, prior to the date which is one year and one day after the termination of the Indenture and payment in full of the System Restoration Bonds or any other amounts owed under the Indenture, petition or otherwise invoke or cause the Issuer to invoke the process of any Government Authority for the purpose of commencing or sustaining an involuntary case against the 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 Issuer or any substantial part of the property of the Issuer, or ordering the winding up or liquidation of the affairs of the Issuer.
SECTION 4.09    Taxes. So long as any of the System Restoration Bonds are outstanding, the Seller shall, and shall cause each of its subsidiaries to, pay all 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 Transition 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    Issuance Advice Letter. The Seller hereby agrees not to withdraw the filing of any Issuance Advice Letter with the PUCT.
SECTION 4.11    Tariff. The Seller hereby agrees to make all reasonable efforts to keep the Tariff in full force and effect at all times.
SECTION 4.12    Notice of Breach to Rating Agencies, Etc. Promptly after obtaining knowledge thereof, in the event of a breach in any material respect (without regard to any materiality qualifier contained in such representation, warranty or covenant) of any of the Seller’s representations, warranties or covenants contained herein, the Seller shall promptly notify the Issuer, the Indenture Trustee, the PUCT and the Rating Agencies of such breach (with prior written notice to the Servicer in order to enable compliance with Section 8.14 of the Servicing Agreement). For the avoidance of doubt, any breach which would adversely affect scheduled payments on the System Restoration Bonds will be deemed to be a material breach for purposes of this Section 4.12.
SECTION 4.13    Use of Proceeds. The Seller shall use the proceeds of the sale of the Transition Property in accordance with the Financing Order and the Financing Act.
SECTION 4.14    Further Assurances. Upon the request of the Issuer, the Seller shall execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the provisions and purposes of this Agreement.
11



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)The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a System Restoration Bond) that may at any time be imposed on or asserted against any such Person as a result of the sale of the Transition Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any System Restoration Bond; it being understood that the Holders shall be entitled to enforce their rights against the Seller under this Section 5.01(b) solely through a cause of action brought for their benefit by the Indenture Trustee.
(c)The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a System Restoration Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Transition Property, the issuance and sale by the Issuer of the System Restoration Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any System Restoration Bond.
(d)The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against all Losses that may be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any of its representations, warranties or covenants contained in this Agreement.
(e)Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses), except as otherwise expressly provided in this Agreement.
(f)The Seller shall indemnify the Indenture Trustee (for itself) and the Independent Managers, and any of their respective affiliates, 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 incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross 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 prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the
12



commencement thereof. 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(f) 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(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (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 that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any 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 defendants in 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, (ii) 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, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. 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 one local counsel, if appropriate.
(g)The Seller shall indemnify the Servicer (if the Servicer is not the Seller) for the costs of any action instituted by the Servicer pursuant to Section 5.02(d) of the Servicing Agreement which are not paid as Operating Expenses in accordance with the priorities set forth in Section 8.02(e) of the Indenture.
(h)The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement.
(i)Indemnification under this Section 5.01 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Financing Act or the Financing Order and shall survive the resignation or removal of the Indenture Trustee or the termination of this Agreement and will rank in priority with other general, unsecured obligations of the Seller. The Seller shall not indemnify any party under this Section 5.01 for any changes in law after the Closing Date, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or any final and non-appealable judicial decision.
SECTION 5.02    Merger, Conversion or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged, converted or consolidated, (b) that may result from any reorganization, merger (including, but not limited to, merger as defined in Art. 1.02.A.(18) of the Texas Business Corporation Act or in Section 1.002(55) of the Texas Business Organizations Code, as applicable to the Seller, as amended from time to time (including, without limitation, any merger commonly referred to as a “merger by division”)), conversion or consolidation to which the Seller shall be a party, or (c) that may acquire or succeed to (whether by merger, division, conversion, consolidation, reorganization, sale, transfer, lease, management contract or otherwise) 1) the properties and assets of the Seller substantially as a whole, 2) all or substantially all of the electric transmission and distribution business of the Seller which is required to provide electric service to the Seller’s customers in the Service Area (or, if transmission and distribution are not provided by a single entity, the distribution business of the Seller required to provide electric service to the Seller’s Customers in the Service Area), or 3) the distribution system business assets of the Seller in a
13



portion of the Service Area, and which Person in any of the foregoing cases executes an agreement of assumption to perform all of the obligations of the Seller hereunder (including the Seller’s obligations under Section 5.01 incurred at any time prior to or after the date of such assumption), shall be a successor to the Seller under this Agreement (a “Permitted Successor”) 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 representation, warranty or covenant made pursuant to Article III or Article IV shall be breached and 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 Issuer, the Indenture Trustee and each Rating Agency an Officer’s Certificate and an Opinion of Counsel from Independent counsel stating that such consolidation, conversion, merger, division, reorganization, sale, transfer, lease, management contract transaction, acquisition or other succession and such agreement of assumption comply with this Section 5.02 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 Issuer, the Indenture Trustee and each Rating Agency an Opinion of Counsel from Independent counsel of the Seller either (A) stating that, in the opinion of such counsel, all filings to be made by the Seller and the Issuer, including filings with the PUCT pursuant to the Financing Act, have been authorized, executed and filed that are necessary to fully preserve and protect the respective interests of the Issuer and the Indenture Trustee in all of the Transition 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,
(iv)the Seller shall have delivered to the Issuer, the Indenture Trustee, the Rating Agencies and the PUCT an Opinion of Counsel from Independent tax counsel stating that, for federal income tax purposes, notwithstanding such consolidation, conversion, merger, division, reorganization, sale, transfer, lease, management contract transaction, acquisition or other succession and such agreement of assumption, (a) the Issuer will not be subject to tax as an entity separate from its sole owner, (b) the System Restoration Bonds will be treated as debt of the Issuer’s sole owner, and (c) the System Restoration Bonds will not be treated as transferred in a taxable exchange; and
(v)the Seller shall have given the Rating Agencies prior written notice of such transaction.
When the conditions set forth in this Section 5.02 have been satisfied, the preceding Seller shall automatically and without further notice (except as provided in clause (v) above) be released from all of its obligations hereunder.
When any Person (or more than one Person) acquires the properties and assets of the Seller substantially as a whole or otherwise becomes the successor, whether by merger, conversion, consolidation, sale, transfer, lease, management contract or otherwise, to all or substantially all of the electric transmission and distribution business of the Seller (or, if transmission and distribution are not provided by a single entity, provides distribution service directly to Customers taking service at facilities, premises or loads located in the Service Area 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 preceding Seller shall automatically and without further notice be released from all of its obligations hereunder.
14



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. Subject to Section 4.07, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.01    Amendment. This Agreement may be amended in writing by the Seller and the Issuer with ten Business Days’ prior written notice given to the Rating Agencies and, if the contemplated amendment may in the judgment of the PUCT increase ongoing Qualified Costs, the consent of the PUCT pursuant to Section 6.02, but without the consent of any of the Holders, (i) 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 Holders; provided, however, that such action shall not, as evidenced by an Officer’s Certificate delivered to the Issuer and the Indenture Trustee, adversely affect in any material respect the interests of any Holder or (ii) to conform the provisions hereof to the description of this Agreement in the Prospectus.
In addition, this Agreement may be amended in writing by the Seller and the Issuer with (i) the prior written consent of the Indenture Trustee (subject to the delivery of the Opinion of Counsel referred to in the last paragraph hereof), (ii) the satisfaction of the Rating Agency Condition, (iii) the satisfaction of the condition set forth below in Section 6.02, (iv) if such amendment may in the judgment of the PUCT increase ongoing Qualified Costs, the consent of the PUCT pursuant to Section 6.02 and (v) if any amendment would adversely affect in any material respect the interest of any Holder of the System Restoration Bonds, the consent of a majority of the Holders of each affected Tranche of System Restoration Bonds. In determining whether a majority of Holders have consented, System Restoration Bonds owned by the Issuer, Seller or any Affiliate of the Issuer or Seller shall be disregarded, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such consent, the Indenture Trustee shall only be required to disregard any System Restoration Bonds it actually knows to be so owned. Promptly after the execution of any such amendment or consent, the Issuer shall furnish copies of such amendment or consent to each of the Rating Agencies.
It shall not be necessary for the consent of Holders 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 Issuer and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel from external counsel of the Seller stating that the execution of such amendment is authorized or permitted by this Agreement and that all conditions precedent have been satisfied and upon the Opinion of Counsel referred to in Section 3.01(c)(i) of the Servicing Agreement. The Issuer and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise.
SECTION 6.02    PUCT Condition. Notwithstanding anything to the contrary in Section 6.01, no amendment or modification of this Agreement shall be effective unless the process set forth in this Section 6.02 has been followed.
(a)At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 6.01, (except
15



that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Seller shall have delivered to the PUCT’s executive director and general counsel written notification of any proposed amendment or modification, which notification shall contain:
(i)a reference to Docket No. 52302;
(ii)an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement;
(iii)a statement identifying the person to whom the PUCT or its staff is to address any response to the proposed amendment or modification or to request additional time; and
(iv)a statement as to the possible effect of the amendment or modification on the ongoing Qualified Costs.
(b)The PUCT or its staff shall, within thirty (30) days of receiving the notification complying with Section 6.02(a) above, either:
(i)provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the ongoing Qualified Costs related to the System Restoration Bonds,
(ii)provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii) above, or
(iii)be conclusively deemed to have consented to the proposed amendment or modification,
unless, within thirty (30) days of receiving the notification complying with Section 6.02(a) above, the PUCT or its staff delivers to the office of the person specified in Section 6.02(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the PUCT or its staff requests an extension of time in the manner set forth in the preceding sentence, then the PUCT shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase ongoing Qualified Costs to the person specified in Section 6.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the PUCT shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty (30)-day period provided for in this Section 6.02(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.
(c)Following the delivery of a notice to the PUCT by the Seller under Section 6.02(a), the Seller and the Issuer shall have the right at any time to withdraw from the PUCT further consideration of any notification of a proposed amendment or modification. Such withdrawal shall be evidenced by the prompt written notice thereof by the Seller to the PUCT, the Indenture Trustee, the Issuer and the Servicer.
SECTION 6.03    Notices. All demands, notices and communications upon or to the Seller, the Issuer, the Indenture Trustee, the PUCT or the Rating Agencies under this Agreement shall be sufficiently given for all purposes hereunder if in writing, and delivered
16



personally, sent by documented delivery service or, to the extent receipt is confirmed telephonically, sent by telecopy or other form of electronic transmission:
(a)in the case of the Seller, to Entergy Texas, Inc., at 350 Pine Street, Beaumont, Texas 77701, Attention: President, Telephone: (409) 838-6631, Facsimile: (409) 981-3016;
(b)in the case of the Issuer, to Entergy Texas Restoration Funding II, LLC at Capital Center, 919 Congress Avenue, Suite 840-C, Austin, Texas 78701, Attention: President, Telephone: (512) 487-3982, Facsimile: (512) 487-3958;
(c)in the case of the Indenture Trustee, to the Corporate Trust Office;
(d)in the case of the PUCT, to 1701 N. Congress Avenue, P.O. Box 13326, Austin, Texas 78711-3326, Attention: Executive Director, Telephone: (512) 936-7040, Facsimile: (512) 936-7036 and General Counsel, Telephone: (512) 936-7261, Facsimile: (512) 936-7268;
(e)in the case of Moody’s, to Moody’s Investors Service, Inc., ABS/RMBS Monitoring Department, 25th Floor, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Email: ServicerReports@moodys.com (all such notices to be delivered to Moody’s in writing by email);
(f)in the case of Standard & Poor’s, to Standard & Poor’s Ratings Group, Inc., Structured Credit Surveillance, 55 Water Street, New York, New York 10041, Telephone: (212) 438-8991, Email: servicer_reports@spglobal.com (all such notices to be delivered to Standard & Poor’s in writing by email);
(g)in the case of Fitch, to Fitch Ratings, One State Street Plaza, New York, NY 10004, Attention: ABS Surveillance, Telephone: (212) 908-0500, Facsimile: (212) 908-0355; or
(h)as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.
SECTION 6.04    Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 5.02, this Agreement may not be assigned by the Seller.
SECTION 6.05    Limitations on Rights of Third Parties. The provisions of this Agreement are solely for the benefit of the Seller, the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement. 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 Transition Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.
SECTION 6.06    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 remainder of such provision (if any) or the remaining provisions hereof (unless such construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 6.07    Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
17



shall be an original, but all such counterparts shall together constitute but one and the same instrument.
SECTION 6.08    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 6.09    Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, 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 6.10    Assignment to Indenture Trustee. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties of all right, title and interest of the Issuer in, to and under this Agreement, the Transition Property and the proceeds thereof and the assignment of any or all of the Issuer’s rights hereunder to the Indenture Trustee for the benefit of the Secured Parties.
SECTION 6.11    Limitation of Liability. It is expressly understood and agreed by the parties hereto that this Agreement is executed and delivered by the Indenture Trustee, not individually or personally but solely as Indenture Trustee on behalf of the Secured Parties, in the exercise of the powers and authority conferred and vested in it. The Indenture Trustee in acting hereunder is entitled to all rights, benefits, protections, immunities and indemnities accorded to it under the Indenture.
SECTION 6.12    Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof; provided, however, that no such waiver delivered by the Issuer shall be effective unless the Indenture Trustee has given its prior written consent thereto. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
18



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.

ENTERGY TEXAS RESTORATION FUNDING II, LLC, as Issuer
By: ________________________________
    Name:
    Title:
ENTERGY TEXAS, INC., as Seller
By: ________________________________
    Name:
    Title:
ACKNOWLEDGED AND ACCEPTED:

THE BANK OF NEW YORK MELLON, as Indenture Trustee

By: ______________________________
    Name:
    Title:


Signature Page to
Transition Property Purchase and Sale Agreement


EXHIBIT A
FORM OF BILL OF SALE
This Bill of Sale is being delivered pursuant to the Transition Property Purchase and Sale Agreement, dated as of                           , 2022 (the “Sale Agreement”), by and between Entergy Texas, Inc. (the “Seller”) and Entergy Texas Restoration Funding II, LLC (the “Issuer”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sale Agreement.
In consideration of the Issuer’s delivery to or upon the order of the Seller of $                   , the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse or warranty, except as set forth in the Sale Agreement, all right, title and interest of the Seller in and to the Transition Property identified on Schedule 1 hereto (such sale, transfer, assignment, setting over and conveyance of the Transition Property includes, to the fullest extent permitted by the Financing Act, the right to impose, collect and receive System Restoration Charges and the assignment of all revenues, collections, claims, rights, payments, money or proceeds of or arising from the System Restoration Charges related to the Transition Property, as the same may be adjusted from time to time). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 39.308 (as incorporated through Section 36.403(a)) of the Financing Act and other applicable law, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in and to (as in a true sale), and not as a pledge or other financing of, the Transition Property. The Seller and the Issuer agree that after giving effect to the sale, transfer, assignment, setting over and conveyance contemplated hereby the Seller has no right, title or interest in or to the Transition Property to which a security interest could attach because (i) it has sold, transferred, assigned, set over and conveyed all right in and to the Transition Property to the Issuer, (ii) as provided in Section 39.304 (as incorporated through Section 36.403(a)) of the Financing Act, such rights are only contract rights until the time of such sale, transfer, assignment, setting over and conveyance and (iii) as provided in Section 39.309(c) (as incorporated through Section 36.403(a)) of the Financing Act, appropriate notice has been filed and such transfer is perfected against all third parties, including subsequent judicial or other lien creditors. 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 39.308 (as incorporated through Section 36.403(a)) of the Financing Act, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of the Transition Property and as the creation of a security interest (within the meaning of the Financing Act and the UCC) in the Transition Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Transition Property to the Issuer, the Seller hereby grants a security interest in the Transition Property to the Issuer (and, to the extent necessary to qualify the grant as a security interest under the Financing Act and the UCC, to the Indenture Trustee for the benefit of the Secured Parties to secure the right of the Issuer under the Basic Documents to receive the System Restoration Charges and all other Transition Property).
The Issuer does hereby purchase the Transition Property from the Seller for the consideration set forth in the preceding paragraph.
The Seller and the Issuer each acknowledge and agree that the purchase price for the Transition Property sold pursuant to this Bill of Sale and the Sale Agreement is equal to its fair market value at the time of sale.
The Seller confirms that (i) each of the representations and warranties on the part of the Seller contained in the Sale Agreement are true and correct in all respects on the date hereof as if made on the date hereof and (ii) each condition precedent that must be satisfied under
EXHIBIT A
1



Section 2.03 of the Sale Agreement has been satisfied upon or prior to the execution and delivery of this Bill of Sale by the Seller.
This Bill of Sale 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.
THIS BILL OF SALE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, 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.

EXHIBIT A
2



IN WITNESS WHEREOF, the Seller and the Issuer have duly executed this Bill of Sale as of the        day of                                 .

ENTERGY TEXAS RESTORATION FUNDING II, LLC
By: ________________________________
    Name:
    Title:
ENTERGY TEXAS, INC.
By: ________________________________
    Name:
    Title:


EXHIBIT A
3



SCHEDULE 1
to
BILL OF SALE


TRANSITION PROPERTY
All Transition Property created or arising under the Financing Order dated as of January 14, 2022, issued by the PUCT pursuant to the Financing Act, Docket No. 52302.
EXHIBIT A
4


Exhibit 10.3
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT, dated as of                   , 2022 (this “Administration Agreement”), is entered into by and between ENTERGY TEXAS, INC. (“ETI”), as administrator (in such capacity, the “Administrator”), and ENTERGY TEXAS RESTORATION FUNDING II, LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below).
W I T N E S S E T H:
WHEREAS, the Issuer is issuing System Restoration Bonds pursuant to that certain Indenture (including Appendix A thereto), dated as of the date hereof (the “Indenture”), by and between the Issuer and The Bank of New York Mellon, a New York banking corporation, as the indenture trustee (the “Indenture Trustee”) and in its separate capacity as a securities intermediary (the “Securities Intermediary”), as the same may be amended, restated, supplemented or otherwise modified from time to time, and the Series Supplement;
WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the System Restoration Bonds, including (i) the Indenture, (ii) the Transition Property Servicing Agreement, dated as of                         , 2022 (the “Servicing Agreement”), by and between the Issuer and ETI, as Servicer, (iii) the Transition Property Purchase and Sale Agreement, dated as of                         , 2022 (the “Sale Agreement”), by and between the Issuer and ETI, as Seller and (iv) the other Basic Documents to which the Issuer is a party, relating to the System Restoration Bonds (the Indenture, the Servicing Agreement, the Sale Agreement and the other Basic Documents to which the Issuer is a party, as such agreements may be amended and supplemented from time to time, being referred to hereinafter collectively as the “Related Agreements”);
WHEREAS, pursuant to the Related Agreements, the Issuer is required to perform certain duties in connection with the Related Agreements, the System Restoration Bonds and the System Restoration Bond Collateral pledged to the Indenture Trustee pursuant to the Indenture;
WHEREAS, the Issuer has no employees, other than its officers and managers, and does not intend to hire any employees, and consequently desires to have the Administrator perform certain of the duties of the Issuer referred to in the preceding clauses and to provide such additional services consistent with the terms of this Administration Agreement and the Related Agreements as the Issuer may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services and the facilities required thereby and is willing to perform such services and provide such facilities for the 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 sufficiency of which are hereby acknowledged, the parties agree as follows:
1.    Duties of the Administrator – Management Services. The Administrator hereby agrees to provide the following corporate management services to the Issuer and to cause third parties to provide professional services required for or contemplated by such services in accordance with the provisions of this Administration Agreement:



(a)    furnish the Issuer with ordinary clerical, bookkeeping and other corporate administrative services necessary and appropriate for the Issuer, including, without limitation, the following services:
(i)    maintain at the Premises (as defined below) general accounting records of the 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 Issuer’s financial statements by the Issuer’s independent accountants;
(ii)    prepare and, after execution by the Issuer, file with the Securities and Exchange Commission (the “Commission”) and any applicable state agencies documents required to be filed by the Issuer with the Commission and any applicable state agencies, including, without limitation, periodic reports required to be filed under the Securities Exchange Act of 1934, as amended;
(iii)    prepare for execution by the Issuer and cause to be filed such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law (the “Tax Returns”) and cause to be paid on behalf of the Issuer from the Issuer’s funds any taxes required to be paid by the Issuer under applicable law;
(iv)    prepare or cause to be prepared for execution by the Issuer’s Managers minutes of the meetings of the Issuer’s Managers and such other documents deemed appropriate by the Issuer to maintain the separate limited liability company existence and good standing of the 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 “Issuer Documents”); and any other documents deliverable by the Issuer thereunder or in connection therewith; and
(v)    hold, maintain and preserve at the Premises (or such other place as shall be required by any of the Related Agreements) executed copies (to the extent applicable) of the Issuer Documents and other documents executed by the Issuer thereunder or in connection therewith;
(b)    take such actions on behalf of the Issuer, as are necessary or desirable for the Issuer to keep 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 it becomes necessary to be so qualified;
(c)    take such actions on the behalf of the Issuer as are necessary for the issuance and delivery of the System Restoration Bonds;
(d)    provide for the performance by the Issuer of its obligations under each of the Related Agreements, and prepare, or cause to be prepared, all documents, reports, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements;
(e)    to the full extent allowable under applicable law, enforce each of the rights of the Issuer under the Related Agreements, at the direction of the Indenture Trustee;
(f)    provide for the defense, at the direction of the Issuer’s Managers, of any action, suit or proceeding brought against the Issuer or affecting the Issuer or any of its assets;
    2


(g)    provide office space (the “Premises”) for the Issuer and such reasonable ancillary services as are necessary to carry out the obligations of the Administrator hereunder, including telecopying, duplicating and word processing services;
(h)    undertake such other administrative services as may be appropriate, necessary or requested by the Issuer; and
(i)    provide such other services as are incidental to the foregoing or as the Issuer and the Administrator may agree.
In providing the services under this Section 1 and as otherwise provided under this Administration Agreement, the Administrator will not knowingly take any actions on behalf of the Issuer which (i) the Issuer is prohibited from taking under the Related Agreements, or (ii) would cause the Issuer to be in violation of any federal, state or local law or the LLC Agreement.
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.
2.    Compensation. As compensation for the performance of the Administrator’s obligations under this Administration Agreement (including the compensation of Persons serving as Managers, other than the Independent Manager(s), and officers of the Issuer, but, for the avoidance of doubt, excluding the performance by ETI of its obligations in its capacity as Servicer), the Administrator shall be entitled to $100,000 annually (the “Administration Fee”), payable by the Issuer in arrears proportionately on each Payment Date. In addition, the Administrator shall be entitled to be reimbursed by the Issuer for all costs and expenses of services performed by unaffiliated third parties and actually incurred by the Administrator in connection with the performance of its obligations under this Administration Agreement in accordance with Section 3 (but, for the avoidance of doubt, excluding any such costs and expenses incurred by ETI in its capacity as Servicer), to the extent that such costs and expenses are supported by invoices or other customary documentation and are reasonably allocated to the Issuer (“Reimbursable Expenses”).
3.    Third Party Services. Any services required for or contemplated by the performance of the above-referenced services by the Administrator to be provided by unaffiliated third parties (including independent auditors’ fees and counsel fees) may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Administrator at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Administrator and reimbursed by the Issuer in accordance with Section 2, or otherwise as the Administrator and the Issuer may mutually arrange.
4.    Additional Information to be Furnished to the Issuer. The Administrator shall furnish to the Issuer from time to time such additional information regarding the System Restoration Bond Collateral as the Issuer shall reasonably request.
5.    Independence of the Administrator. For all purposes of this Administration Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority, and shall not hold itself out as having the authority, to act for or represent the Issuer in any way and shall not otherwise be deemed an agent of the Issuer.
    3


6.    No Joint Venture. Nothing contained in this Administration Agreement (a) shall constitute the Administrator and the Issuer as partners or co-members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on either of them or (c) shall be deemed to confer on either of them any express, implied or apparent authority to incur any obligation or liability on behalf of the other.
7.    Other Activities of Administrator. Nothing herein shall prevent the Administrator or any of its members, managers, officers, employees, subsidiaries or 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 Issuer.
8.    Term of Agreement; Resignation and Removal of Administrator.
(a)     This Administration Agreement shall continue in force until the payment in full of the System Restoration Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate.
(b)    Subject to Sections 8(e) and 8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.
(c)    Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice.
(d)    Subject to Sections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the 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 Administration Agreement and, after notice of such default, shall fail to cure such default within ten (10) days (or, if such default cannot be cured in such time, shall (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer and (B) fail to cure such default within thirty (30) days thereafter);
(ii)    a court of competent jurisdiction shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (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 such court shall 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, 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.
    4


The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section 8(d) shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee as soon as practicable but in any event within seven (7) days after the happening of such event.

(e)    No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until a successor Administrator has been appointed by the Issuer, and such successor Administrator has agreed in writing to be bound by the terms of this Administration 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.
9.    Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Administration Agreement pursuant to Section 8(a), the resignation of the Administrator pursuant to Section 8(b) or the removal of the Administrator pursuant to Section 8(c) or 8(d), the Administrator shall be entitled to be paid a pro-rated portion of the annual fee described in Section 2 hereof through the date of termination and all Reimbursable Expenses incurred by it through the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 8(a) deliver to the Issuer all property and documents of or relating to the System Restoration Bond Collateral then in the custody of the Administrator. In the event of the resignation of the Administrator pursuant to Section 8(b) or the removal of the Administrator pursuant to Section 8(c) or 8(d), the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.
10.    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 Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the 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 Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Issuer (other than the Administrator itself).
11.    INDEMNITY.
(a)    SUBJECT TO THE PRIORITY OF PAYMENTS SET FORTH IN THE INDENTURE, THE ISSUER SHALL INDEMNIFY THE ADMINISTRATOR, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND AFFILIATES AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT THE ADMINISTRATOR IS A PARTY THERETO) WHICH ANY OF THEM MAY PAY OR INCUR ARISING OUT OF OR RELATING TO THIS ADMINISTRATION AGREEMENT AND THE SERVICES CALLED FOR HEREIN; PROVIDED, HOWEVER, THAT SUCH INDEMNITY SHALL NOT APPLY TO ANY SUCH LOSS, CLAIM, DAMAGE, PENALTY, JUDGMENT, LIABILITY OR EXPENSE RESULTING FROM THE ADMINISTRATOR’S NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
(b)    THE ADMINISTRATOR SHALL INDEMNIFY THE ISSUER, ITS MEMBERS, MANAGERS, OFFICERS AND EMPLOYEES AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR
    5


PREPARATION THEREFOR WHETHER OR NOT THE ISSUER IS A PARTY THERETO) WHICH ANY OF THEM MAY INCUR AS A RESULT OF THE ADMINISTRATOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
12.    Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows:
(a)    if to the Issuer, to:
Capital Center, 919 Congress Avenue, Suite 840-C, Austin, Texas 78701
(b)    if to the Administrator, to:
350 Pine Street, Beaumont, Texas 77701
(c)    if to the Indenture Trustee, to the Corporate Trust Office;
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, or hand-delivered to the address of such party as provided above.
13.    Amendments. This Administration Agreement may be amended from time to time by a written amendment duly executed and delivered by each of the Issuer and the Administrator, with ten Business Days’ prior written notice given to the Rating Agencies and, if the contemplated amendment may in the judgment of the PUCT increase ongoing Qualified Costs, the consent of the PUCT pursuant to Section 14, but without the consent of any of the Holders, (i) to cure any ambiguity, to correct or supplement any provisions in this Administration Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Administration Agreement or of modifying in any manner the rights of the Holders; provided, however, that the Issuer and the Indenture Trustee shall receive an Officer’s Certificate stating that the execution of such amendment shall not adversely affect in any material respect the interests of any Holder and that all conditions precedent have been satisfied or (ii) to conform the provisions hereof to the description of this Administration Agreement in the Prospectus.
In addition, this Administration Agreement may be amended from time to time by a written amendment duly executed and delivered by each of the Issuer and the Administrator with the prior written consent of the Indenture Trustee, the satisfaction of the Rating Agency Condition and, if the contemplated amendment may in the judgment of the PUCT increase ongoing Qualified Costs, the consent of the PUCT pursuant to Section 14; provided that any such amendment may not adversely affect the interest of any Holder in any material respect without the consent of the Holders of a majority of the outstanding principal amount of the System Restoration Bonds. Promptly after the execution of any such amendment or consent, the Issuer shall furnish copies of such amendment or consent to each of the Rating Agencies.
14.    PUCT Condition. Notwithstanding anything to the contrary in Section 13, no amendment or modification of this Agreement shall be effective unless the process set forth in this Section 14 has been followed.
(a)    At least thirty-one (31) days prior to the effectiveness of any such amendment or modification and after obtaining the other necessary approvals set forth in Section 13 above (except that the consent of the Indenture Trustee may be subject to the consent of Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or
    6


modification), the Administrator shall have delivered to the PUCT’s executive director and general counsel written notification of any proposed amendment or modification, which notification shall contain:
(i)    a reference to Docket No. 52302;
(ii)     an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Administration Agreement;
(iii)    a statement identifying the person to whom the PUCT or its staff is to address any response to the proposed amendment or modification or to request additional time; and
(iv)    a statement as to the possible effect of the amendment or modification on the ongoing qualified costs.
(b)    The PUCT or its staff shall, within thirty (30) days of receiving the notification complying with Section 14(a) above, either:
(i)    provide notice of its determination that the proposed amendment or modification will not under any circumstances have the effect of increasing the ongoing qualified costs related to the System Restoration Bonds,
(ii)    provide notice of its consent or lack of consent to the person specified in Section 14(a)(iii) above, or
(iii)    be conclusively deemed to have consented to the proposed amendment or modification,
unless, within thirty (30) days of receiving the notification complying with Section 14(a) above, the PUCT or its staff delivers to the office of the person specified in Section 14(a)(iii) above a written statement requesting an additional amount of time not to exceed thirty (30) days in which to consider whether to consent to the proposed amendment or modification. If the PUCT or its staff requests an extension of time in the manner set forth in the preceding sentence, then the PUCT shall either provide notice of its consent or lack of consent or notice of its determination that the proposed amendment or modification will not under any circumstances increase ongoing Qualified Costs to the person specified in Section 14(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the PUCT shall become effective on the later of (i) the date proposed by the parties to such amendment or modification and (ii) the first day after the expiration of the thirty (30)-day period provided for in this Section 14(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.
(c)    Following the delivery of a notice to the PUCT by the Administrator under Section 14(a) above, the Administrator shall have the right at any time to withdraw from the PUCT further consideration of any notification of a proposed amendment or modification. Such withdrawal shall be evidenced by the prompt written notice thereof by the Administrator to the PUCT, the Indenture Trustee, the Issuer and the Servicer.
15.    Successors and Assigns. This Administration Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer and the Indenture Trustee and subject to the satisfaction of the Rating Agency Condition in connection therewith. Any assignment with such consent and satisfaction, if accepted by the
    7


assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Administration Agreement may be assigned by the Administrator without the consent of the Issuer or the Indenture Trustee and without satisfaction of the Rating Agency Condition to a corporation or other organization that is a successor (by merger, reorganization, consolidation or purchase of assets) to the Administrator, including, without limitation, any Permitted Successor; provided that such successor or organization executes and delivers to the Issuer 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. Subject to the foregoing, this Administration Agreement shall bind any successors or assigns of the parties hereto. Upon satisfaction of all of the conditions of this Section 15, the preceding Administrator shall automatically and without further notice be released from all of its obligations hereunder.
16.    Governing Law. This Administration Agreement shall be construed in accordance with the laws of the State of Texas, 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.
17.    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 Administration Agreement.
18.    Counterparts. This Administration Agreement may be executed in counterparts, each of which when so executed shall be an original, but all of which together shall constitute but one and the same Administration Agreement.
19.    Severability. Any provision of this Administration 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.
20.    Nonpetition Covenant. Notwithstanding any prior termination of this Administration Agreement, the Administrator covenants that it shall not, prior to the date which is one year and one day after payment in full of the System Restoration Bonds, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Issuer 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 Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.
21.    Assignment to Indenture Trustee.    The Administrator hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture of any or all of the Issuer’s rights hereunder and the assignment of any or all of the Issuer’s rights hereunder to the Indenture Trustee for the benefit of the Secured Parties.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

    8


IN WITNESS WHEREOF, the parties have caused this Administration Agreement to be duly executed and delivered as of the day and year first above written.

ENTERGY TEXAS RESTORATION FUNDING II, LLC, as Issuer


By: ________________________________
Name:
Title:


ENTERGY TEXAS, INC., as Administrator


By: ________________________________
Name:
Title:






Signature Page to
Administration Agreement



Exhibit 21.1

CURRENT ENTERGY AFFILIATES


AR Searcy Partnership, LLC
AR Searcy Project Company, LLC
Arkansas Power & Light Company, LLC
EAM Nelson Holding, LLC
EasTex TransCo HoldCo, LLC
EasTex TransCo, LLC
EGT Holding, LTD
EK Holding III, LLC
Entergy Account Services, LLC
Entergy Amalgamated Competitive Holdings, LLC
Entergy Arkansas, LLC
Entergy Asset Management, Inc.
Entergy Assets Management Company, LLC
Entergy Assets Management Holding, Inc.
Entergy Assets Management Operations, LLC
Entergy Enterprises, Inc.
Entergy Finance Company, LLC
Entergy Finance Holding, Inc.
Entergy Financial Investments, LLC
Entergy FitzPatrick Properties, LLC
Entergy Global, LLC
Entergy Gulf States Reconstruction Funding I, LLC
Entergy Holdings Company LLC
Entergy International Holdings, LLC
Entergy International LTD LLC
Entergy Louisiana Investment Recovery Funding I, L.L.C.
Entergy Louisiana Properties, LLC
Entergy Louisiana, LLC
Entergy Marketing Services, Inc.
Entergy Mississippi Turbine Company
Entergy Mississippi, LLC
Entergy New Orleans Storm Recovery Funding I, L.L.C.
Entergy New Orleans, LLC
Entergy Nighthawk GP, LLC
Entergy Nighthawk LP, LLC
Entergy Northeast Holdings, LLC
Entergy Nuclear Fuels Company
Entergy Nuclear Holding Company #1
Entergy Nuclear Holding Company #2
Entergy Nuclear Holding Company #3, LLC
Entergy Nuclear Holding Company, LLC
Entergy Nuclear Indian Point 2, LLC
Entergy Nuclear Indian Point 3, LLC
Entergy Nuclear Midwest Investment Company, LLC
Entergy Nuclear Nebraska, LLC
Entergy Nuclear New York Investment Company, LLC
1




Entergy Nuclear Operations, Inc.
Entergy Nuclear Palisades, LLC
Entergy Nuclear Power Marketing, LLC
Entergy Nuclear, Inc.
Entergy Operations, Inc.
Entergy Power & Light Company
Entergy Power BJE Holding, Inc.
Entergy Power BJE, Ltd.
Entergy Power Damhead Creek Holding II, Ltd.
Entergy Power Gas Operations, LLC
Entergy Power Holdings, Inc.
Entergy Power Investment Holding, Inc.
Entergy Power Marketing Assets, LLC
Entergy Power Marketing Holding I, Inc.
Entergy Power Marketing Holding II, Inc.
Entergy Power Marketing Properties, LLC
Entergy Power Operations Holdings Ltd.
Entergy Power Operations U.S., Inc.
Entergy Power RS, LLC
Entergy Power, LLC
Entergy Services Holding, Inc.
Entergy Services, LLC
Entergy Solutions LLC
Entergy Technology Company
Entergy Texas Restoration Funding, LLC
Entergy Texas Restoration Funding II, LLC
Entergy TransCo HoldCo, LLC
Entergy TransCo Texas, LLC
Entergy Utility Affiliates Holdings, Inc.
Entergy Utility Affiliates, LLC
Entergy Utility Assets Holdings, Inc.
Entergy Utility Assets, LLC
Entergy Utility Enterprises, Inc.
Entergy Utility Group, Inc.
Entergy Utility Holding Company, LLC
Entergy Utility Property, Inc.
Entergy Ventures, Inc.
EUP Holdings, LLC
EWO Marketing, LLC
EWO Wind II, LLC
Gulf States Utilities Company
Jackson Gas Light Company
Louisiana Power & Light Company, LLC
Merchant Holding Properties, LLC
Mississippi Power & Light Company
Morpheus One Holdings, LLC
Morpheus One, LLC
MS Sunflower Partnership, LLC
MS Sunflower Project Company, LLC
Nelson Industrial Steam Company
New Orleans Public Service Inc.
Palisades Nuclear Power, LLC
Prudential Oil & Gas L.L.C.
2




RS Cogen, L.L.C.
Southern Gulf Railway LLC
System Energy Resources, Inc.
System Fuels, Inc.
The Light, Heat and Water Company of Jackson, Mississippi
TLG Services, LLC
Varibus L.L.C.
Warren Power, LLC


3


Exhibit 25.1

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
___________________________
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
13-5160382
(I.R.S. employer
identification no.)
240 Greenwich Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)
___________________________
ENTERGY TEXAS RESTORATION FUNDING II, LLC
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
87-2161827
(I.R.S. employer
identification no.)
Capital Center
919 Congress Avenue, Suite 840-C
Austin, Texas
(Address of principal executive offices)


78701
(Zip code)
___________________________
Senior Secured System Restoration Bonds
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =



1.    General information. Furnish the following information as to the Trustee:
(a)    Name and address of each examining or supervising authority to which it is subject.
Name
Address
Superintendent of the Department of Financial Services of the State of New York
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation
550 17th Street, NW
Washington, D.C. 20429
The Clearing House Association L.L.C.
100 Broad Street
New York, N.Y. 10004
(b)    Whether it is authorized to exercise corporate trust powers.
Yes.
2.    Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
16.    List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").
1.    A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement
- 2 -


No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
4.    A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).
6.    The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).
7.    A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 3 -


SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the
14th day of January, 2022.
THE BANK OF NEW YORK MELLON
By: /s/ Esther Antoine    
Name: Esther Antoine
Title: Vice President
- 4 -

EXHIBIT 7
THE BANK OF NEW YORK MELLON
of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30, 2021, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS
Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin    
5,784,000
Interest-bearing balances    
142,725,000
Securities:
Held-to-maturity securities    
56,263,000
Available-for-sale debt securities    
100,318,000
Equity securities with readily determinable fair values not held for trading…………………
72,000
Federal funds sold and securities purchased under agreements to resell:
   Federal funds sold in domestic offices    
0
   Securities purchased under agreements to resell…
12,803,000
Loans and lease financing receivables:
Loans and leases held for sale…………….
0
Loans and leases held for investment…………
29,494,000
LESS: Allowance for loan and
lease losses………...    
206,000
Loans and leases held for investment, net of allowance    
29,288,000
Trading assets    
11,512,000
Premises and fixed assets (including capitalized leases)    
2,931,000
Other real estate owned    
1,000
Investments in unconsolidated subsidiaries and associated companies    
1,576,000
Direct and indirect investments in real estate ventures ………………………………………….
            0
Intangible assets………………………………….
6,936,000
Other assets    
15,621,000
Total assets    
385,830,000
LIABILITIES
Deposits:
In domestic offices    
218,664,000



Noninterest-bearing    
96,074,000
Interest-bearing    
122,590,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs    
123,251,000
Noninterest-bearing    
8,901,000
Interest-bearing    
114,350,000
Federal funds purchased and securities sold under agreements to repurchase:
   Federal funds purchased in domestic offices……………………………………    .
0
   Securities sold under agreements to
     repurchase    
4,020,000
Trading liabilities    
2,655,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)…….
701,000
Not applicable
Not applicable
Subordinated notes and debentures    
0
Other liabilities    
8,028,000
Total liabilities    
357,319,000
EQUITY CAPITAL
Perpetual preferred stock and related
surplus…………………………………….
0
Common stock    
1,135,000
Surplus (exclude all surplus related to preferred stock)    
11,725,000
Retained earnings    
16,437,000
Accumulated other comprehensive income………
-786,000
Other equity capital components…………………
0
Total bank equity capital    
28,511,000
Noncontrolling (minority) interests in
consolidated subsidiaries ………………………
0
Total equity capital    
28,511,000
Total liabilities and equity capital    
385,830,000
- 6 -


I, Emily Portney, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
Emily Portney
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
Thomas P. Gibbons
Samuel C. Scott
Joseph J. Echevarria
Directors


- 7 -

Exhibit 99.1

DOCKET NO. 52302
APPLICATION OF ENTERGY TEXAS, INC. FOR A FINANCING ORDER
§
§
§
PUBLIC UTILITY COMMISSION

OF TEXAS
ORDER
This Order addresses the application of Entergy Texas, Inc. under PURA1 chapter 36, subchapter I2 and chapter 39, subchapter G3 to authorize the issuance of system restoration bonds4 to securitize system restoration costs and carrying costs as determined by the Commission in Docket No. 51997,5 net of any insurance proceeds, government grants, and other sources of funding that have been received by Entergy Texas that compensate Entergy Texas for system restoration costs at the time of the application for this Order (such balance, the “securitizable balance”). Entergy also proposed to securitize certain other qualified costs incurred in connection with such securitization as further defined and described below and requested approval of the proposed securitization financing structure and of system restoration charges sufficient to recover the principal and interest on the system restoration bonds and to recover the ongoing qualified costs of supporting and servicing the system restoration bonds. Entergy sought approval of the tariff to implement the system restoration charges and the tariff to implement the accumulated deferred federal income tax credit (ADFIT credit).
On April 19, 2021, Entergy Texas filed an application in Docket No. 51997 under PURA § 36.405 to quantify the reasonable and necessary system restoration costs incurred in connection with Hurricanes Laura and Delta in 2020 and the 2021 Winter Storm Uri and accrued through February 28, 2021, plus certain estimated costs. Entergy also requested approval of the projected balance of a regulatory asset consisting of Commission-approved system restoration costs related to Hurricane Harvey. As discussed in this Order, the Commission finds that Entergy Texas’s
1 Public Utility Regulatory Act, Tex. Util. Code §§ 11.001–66.016.
2 PURA §§ 36.401–.406.
3 PURA §§ 39.301–.313.
4 Under PURA § 36.403(e), “transition bonds” issued to securitize system restoration costs may be called “system restoration bonds.”
5 Application of Entergy Texas, Inc. for a Determination of System Restoration Costs, Docket No. 51997, Order (December 2, 2021).


Docket No. 52302    Order    Page 2


application in this docket should be approved. The Commission also finds that the securitization approved in this Order meets all applicable requirements of PURA.
In this Order, the Commission approves the securitization of the sum of the securitizable balance, plus up-front qualified costs as described in ordering paragraphs 2 and 17. The Commission also approves the structure of the proposed securitization financing and issuance of system restoration bonds in one or more series and approves system restoration charges in an amount to be calculated as provided in this Order. The Commission approves the form tariff to implement the system restoration charges and the form tariff to implement the ADFIT credit. Finally, the Commission finds that the potential benefits of (a) floating-rate notes and interest-rate swaps within the bond structure, (b) the issuance of system restoration bonds denominated in foreign currencies, and (c) the use of interest-rate hedges will not outweigh the incremental risk to customers. Therefore, the Commission concludes that floating-rate notes and interest-rate swaps should not be utilized within the system restoration bond structure and that Entergy Texas should not be authorized to issue system restoration bonds denominated in a foreign currency or ones that bear interest at a floating rate or use interest-rate hedges.
To approve the securitization of the system restoration costs, the Commission must consider whether the proposed securitization meets the financial tests set forth in PURA chapter 36, subchapter I and chapter 39, subchapter G. The three financial tests require that (1) the total revenues collected under this Order are less than the revenues collected using conventional financing methods (the total revenues test),6 (2) the securitization of the system restoration costs provides greater tangible and quantifiable benefits to ratepayers than would have been achieved without the issuance of the system restoration bonds (the tangible-and-quantifiable-benefits test),7 and (3) the amount securitized does not exceed the present value of the revenue requirement over the life of the proposed system restoration bonds associated with the system restoration costs sought to be securitized (the present-value test).8
Entergy Texas submitted evidence demonstrating that the proposed securitization will meet each of the financial tests set forth in PURA chapter 36, subchapter I and PURA chapter 39, subchapter G. All of the calculations performed by Entergy Texas demonstrated that the
6 PURA § 39.303(a).
7 PURA §§ 39.301 and 36.401(b)(2).
8 PURA § 39.301.


Docket No. 52302    Order    Page 3


transaction would pass these tests. Considering the magnitude of the margin by which the proposed securitization passes the various tests, the Commission declines to determine a particular number for each benefit conferred by the securitization. Accordingly, in quantifying the benefit to ratepayers as a result of this securitization, the Commission refers to the ranges of benefits calculated under Entergy Texas’s expected-case scenario, in which the system restoration bonds bear a 1.71% weighted-average interest rate, and a sensitivity-case scenario, in which the bonds are subject to a 6.25% weighted-average interest rate.
Entergy Texas’s evidence shows that as a result of the securitization approved by this Order, ratepayers in the affected service area will realize benefits. Based on the amount that Entergy Texas seeks to securitize, Entergy Texas’s financial analysis indicated that for the tangible-and-quantifiable-benefits test, ratepayers will realize benefits estimated to be $39 million on a present-value basis in the sensitivity case scenario. At the expected weighted-average interest rate of 1.71%, securitization confers benefits of $124.1 million on a present-value basis. In addition, under the sensitivity-case scenario, the securitization will result in a reduction of $52.5 million on a nominal basis in the amount of revenues collected by Entergy Texas when compared to the amount that would have been collected under conventional financing methods that would otherwise be used to recover the costs. In the expected case, the securitization will result in a reduction in the amount of revenues collected by Entergy Texas of $140.8 million. Finally, under the present-value test, the present value of the amount Entergy Texas initially sought to securitize is $294.5 million. This amount does not exceed the present value of revenue requirements under conventional recovery of $329.1 million and $444.3 million in the sensitivity case and base case, respectively. Accordingly, the Commission concludes that the benefits for ratepayers set forth in Entergy Texas’s evidence are fully indicative of the benefits that ratepayers will realize from the securitization approved here. In the issuance advice letter, Entergy Texas will be required to update the benefit analyses to verify that the final structure of the securitization satisfies the statutory financial tests.
Entergy Texas provided a general description of the proposed transaction structure in its application and in the evidence submitted in support of its application. The proposed transaction structure does not contain every relevant detail and, in certain places, uses only approximations of certain costs and requirements. The final transaction structure will depend, in part, on the


Docket No. 52302    Order    Page 4


requirements of the nationally recognized credit-rating agencies that will rate the system restoration bonds, in part, on the market conditions that exist at the time the system restoration bonds are taken to the market.
While the Commission recognizes the need for some degree of flexibility with regard to the final details of the securitization transaction approved in this Order, its primary focus is on the statutory requirements—the most important of which is to ensure that securitization results in tangible and quantifiable benefits to ratepayers—that must be met before issuing a financing order.
In view of these obligations, the Commission has established certain criteria in this Order that must be met for the approvals and authorizations granted in this Order to become effective. This Order grants authority to issue system restoration bonds and to impose, collect, and receive system restoration charges only if the final structure of the securitization transaction complies in all material respects with these criteria. The authority and approval granted in this Order is effective only upon Entergy Texas filing with the Commission an issuance advice letter demonstrating compliance of that issuance with the provisions of this Order. If market conditions make it desirable to issue the system restoration bonds in more than one series, then the authority and approval in this Order is effective as to each issuance, but only upon Entergy Texas filing with the Commission a separate issuance advice letter for that issuance demonstrating compliance with the provisions of this Order.
I.Discussion and Statutory Overview
The Texas Legislature amended PURA in 2009 to permit electric utilities to use securitization financing to recover costs of restoring service and infrastructure associated with electric power outages as a result of hurricanes and other weather-related events or natural disasters that occurred in 2008 or later.9 The Legislature provided this option for recovering qualified costs based on the conclusion that securitized financing will lower the carrying costs associated with recovery of these costs relative to the costs that would be incurred using conventional utility financing methods.10 As a precondition to the use of securitization, the Legislature required that the Commission must ensure that the securitization will provide greater
9 PURA § 36.401(a).
10 Id.


Docket No. 52302    Order    Page 5


tangible and quantifiable benefits to ratepayers than would have been achieved without issuance of the system restoration bonds.11 Consequently, a basic purpose of securitization financing—the recovery of an electric utility’s qualified costs—is conditioned on the other basic purpose—providing economic benefits to electricity ratepayers in Texas. The provisions for securitization of system restoration costs are based on and incorporate relevant terms of the provisions in chapter 39, subchapter G of PURA for securitization of transition costs adopted by the Texas Legislature in 1999, which have been used by other electric utilities to reduce the costs of recovering costs associated with the transition to competition.12
Under chapter 36, subchapter I of PURA, the qualified costs eligible for securitization by Entergy Texas include the following: (1) the system restoration costs as determined by the Commission in Docket No. 51997 (the proceeding to determine the amount of Entergy Texas’s system restoration costs), net of any insurance proceeds, government grants, or other sources of funding that compensate Entergy Texas for system restoration costs incurred by Entergy Texas at the time of the application for this Order, with carrying costs on the unrecovered balance of system restoration costs related to hurricanes Laura and Delta in 2020 and the 2021 winter storm Uri, at the rate approved in Docket No. 51997; (2) costs of issuing, supporting, and servicing the system restoration bonds and any costs of refunding and retiring existing debt and equity securities; (3) costs to the Commission of acquiring professional services for the purposes of evaluating the proposed transaction; and (4) costs associated with ancillary agreements such as bond insurance policies, letters of credit, reserve accounts, surety bonds, swap arrangements, hedging arrangements, liquidity or credit support arrangements, or other financial arrangements entered into in connection with the issuance or payment of the transition bonds.13 Chapter 36, subchapter I of PURA also expressly provides that (i) the term transition bonds, as defined and used in chapter 39, subchapter G of PURA, includes bonds issued under chapter 36 (i.e., system restoration bonds),14 (ii) the term transition charges, as defined and used in subchapter G, includes all nonbypassable amounts approved by the Commission under a financing order to
11 PURA § 36.401(b)(2).
12 See, e.g., Application of CenterPoint Energy Houston Electric, LLC for Financing Order, Docket No. 30485, Financing Order (Mar. 16, 2005); Application of AEP Texas Central Company for a Financing Order, Docket No. 32475, Financing Order (June 21, 2006); Application of CenterPoint Energy Houston Electric, LLC for Financing Order, Docket No. 34448, Financing Order (Sept. 18, 2007); Application of AEP Texas Inc. for a Financing Order, Docket No. 49308, Financing Order (June 17, 2019).
13 PURA § 36.403(d).
14 PURA § 36.403(e).


Docket No. 52302    Order    Page 6


recover system restoration costs (i.e., system restoration charges),15 (iii) the term financing order as defined and used in chapter 39, subchapter G of PURA, includes a financing order authorizing the securitization of system restoration costs, and (iv) the provisions of chapter 39, subchapter G of PURA (i.e., the provisions with respect to the issuances of system restoration bonds, the imposition of system restoration charges, and the creation of transition property) must govern financing orders allowing for securitization of system restoration costs and all rights and interests established in such order, except to the extent that such provisions conflict with the provisions of PURA chapter 36, subchapter I, in which case the latter provisions must control.16
To allow for securitization of an electric utility’s qualified costs associated with system restoration costs, the Commission may authorize the issuance of system restoration bonds. System restoration bonds are generally defined as evidences of indebtedness or ownership that are issued under a financing order, are limited to a term of not longer than 15 years, and are secured by or payable from transition property, which includes all rights and interests of an electric utility under a financing order at the time such rights are transferred to an assignee or pledged in connection with the issuance of system restoration bonds.17 The net proceeds from the sale of system restoration bonds must be used to reduce the amount of a utility’s recoverable system restoration costs.18 If system restoration bonds are approved and issued, retail customers must pay the principal, interest, and related charges of the system restoration bonds through system restoration charges.19 System restoration charges are nonbypassable charges that will be paid as a component of the monthly charge for electric service.20 System restoration charges must be approved by the Commission under a financing order.21
The Commission may adopt a financing order only if it finds that the total amount of revenues to be collected under the financing order is less than the revenue requirement that would be recovered using conventional financing methods and that the financing order is in accordance with the standards of PURA §§ 36.401 and 39.301.22 The Commission must ensure that the net proceeds of system restoration bonds may be used only for the purpose of reducing
15 PURA § 36.403(f).
16 PURA § 36.403(b).
17 See PURA §§ 39.302(6) and 39.304.
18 See PURA § 36.401(a).
19 See PURA § 36.403(f).
20 Id.
21 See PURA § 39.302(7).
22 See PURA §§ 36.402(a) through (c) and 36.403(d).


Docket No. 52302    Order    Page 7


the amount of recoverable system restoration costs.23 In addition, the Commission must ensure that (1) securitization provides tangible and quantifiable benefits to ratepayers greater than would have been achieved absent the issuance of the system restoration bonds,24 and (2) the structuring and pricing of the system restoration bonds result in the lowest system-restoration-bond charges consistent with market conditions and the terms of a financing order.25 Finally, the amount securitized may not exceed the present value of the revenue requirement over the life of the proposed system restoration bonds associated with the amounts sought to be securitized, and the present value calculation must use a discount rate equal to the proposed interest rate on the system restoration bonds.26 All these statutory requirements are designed to ensure that securitization will provide real benefits to ratepayers.
The essential finding by the Commission that is needed to issue a financing order is that ratepayers will receive tangible and quantifiable benefits as a result of securitization. This finding can be made only upon a showing of economic benefits to ratepayers through an economic analysis. An economic analysis is necessary to recognize the time value of money in evaluating whether and the extent to which benefits accrue from securitization. Moreover, an economic analysis recognizes the concept that the timing of a payment can be as important as the magnitude of a payment in determining the value of the payment. Thus, an analysis showing an economic benefit is necessary to quantify a tangible benefit to ratepayers.
Economic benefits also depend on a favorable financial market—one in which system restoration bonds may be sold at an interest rate lower than the carrying costs of the assets being securitized. The precise interest rate at which system restoration bonds can be sold in a future market, however, is not known today. Nevertheless, benefits can be calculated based on certain known facts (e.g., the amount of assets to be securitized and the cost of the alternative to securitization) and assumptions (e.g., the interest rate of the system restoration bonds, the term of the system restoration bonds, and the amount of other qualified costs). By analyzing the proposed securitization based on those facts and assumptions, a determination can be made as to whether tangible and quantifiable benefits result. To ensure that benefits are realized, the securitization transaction must conform to the structure ordered by the Commission and an
23 See PURA § 36.401(a).
24 See PURA § 36.401(b)(2).
25 See PURA § 39.301.
26 Id.


Docket No. 52302    Order    Page 8


issuance advice letter must be presented to the Commission immediately before issuance of the system restoration bonds demonstrating that the actual structure and costs of the bonds will provide tangible and quantifiable benefits. The cost-benefit analysis contained in the issuance advice letter must reflect the actual structure of the system restoration bonds.
Entergy Texas’s financial analysis shows that securitizing the amount requested by Entergy Texas will produce an economic benefit to ratepayers in an amount of $124.1 million on a present-value basis using the expected weighted-average interest rate of 1.71%.27 A benefit of approximately $39.0 million will result even if the bond market is less favorable than current market conditions and system restoration bonds have to be issued at the sensitivity-case weighted-average interest rate of 6.25%.28 The economic benefit to ratepayers will be larger if a more favorable market allows the system restoration bonds to be issued at a lower interest rate. In the issuance advice letter, Entergy Texas will be required to update the benefit analyses to verify that the final system restoration bond structure and pricing satisfies the statutory financial tests.
To issue a financing order, PURA also requires that the Commission find that the total amount of revenues collected under the financing order will be less than would otherwise have been collected under conventional financing methods.29 In this proceeding, Entergy Texas’s financial analysis of the amount sought to be securitized under sensitivity-case market conditions, in which the bonds bear a 6.25% weighted-average interest rate, demonstrates that revenues will be reduced by approximately $52.5 million on a nominal basis under this Order compared to the amount that would be recovered under conventional financing methods.30 Under the base-case scenario in which the bonds are issued at a 1.71% weighted-average annual interest rate, securitization saves ratepayers $140.8 million in nominal revenue.31 If system restoration bonds are issued in a more favorable market, this reduction in revenues will be larger.
Before the system restoration bonds may be issued, Entergy Texas must submit to the Commission an issuance advice letter in which it demonstrates, based on the actual market conditions at the time of pricing, that the proposed structure and pricing of the system restoration
27 Direct Testimony of Allison P. Lofton at 13 (Jul. 9, 2021).
28 Id.
29 See PURA § 39.303(a).
30 Direct Testimony of Allison P. Lofton at 8.
31 Id.


Docket No. 52302    Order    Page 9


bonds will provide real economic benefits to retail customers and comply with the statutory financial tests and terms of this Order. As part of this submission, Entergy Texas must also certify to the Commission that the structure and pricing of the system restoration bonds result in the lowest system-restoration-bond charges consistent with market conditions at the time of pricing and the terms of this Order. The form of certification that must be submitted by Entergy Texas is set out in appendix A to this Order. The Commission, by order, may stop the issuance of the system restoration bonds authorized by this Order if Entergy Texas fails to make this demonstration or certification.
PURA requires that system restoration charges be charged for the use or availability of electric services to recover all qualified costs.32 System restoration charges, like all transition charges, can be recovered over a period that does not exceed 15 years.33 The Commission concludes that this prevents the collection of system restoration charges from retail customers for services rendered after the 15-year period but does not prohibit recovery of system restoration charges for services rendered during the 15-year period but not actually collected until after the 15-year period.
System restoration charges constitute transition charges as defined in PURA § 39.302 and used in chapter 39, subchapter G of PURA34 and will be collected by an electric utility, its successors, an assignee, or other collection agents as provided for in this Order.35 System restoration charges must be functionalized and allocated to customers in the same manner that the corresponding facilities relating to the system restoration costs and related expenses are functionalized and allocated in a utility’s current base rates.36 The Commission further determines that, to ensure that the allocation of system restoration charges are functionalized in such manner, the ADFIT benefits associated with the securitization transaction should be calculated and allocated in the manner described in this Order.
The rights to impose, collect, and receive system restoration charges (including all other rights of an electric utility under the financing order) are only contract rights until such rights are first transferred to an assignee or pledged in connection with the issuance of system restoration
32 PURA § 36.403(f).
33 See PURA § 39.303(b).
34 PURA § 36.403(f).
35 See PURA § 39.302(7).
36 PURA § 36.403(g).


Docket No. 52302    Order    Page 10


bonds.37 Upon the transfer or pledge of those rights, they become transition property and, as such, are afforded certain statutory protections to ensure that the charges are available for bond retirement.38
This Order contains terms, as it must, ensuring that the imposition and collection of system restoration charges authorized herein must be nonbypassable.39 It also includes a mechanism requiring that system restoration charges be reviewed and adjusted at least annually, within 45 days of the anniversary date of the issuance of the system restoration bonds, to correct any overcollections or undercollections during the preceding 12 months and to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the system restoration bonds.40 In addition to the required annual reviews, interim reviews are mandatory semi-annually (or quarterly after the final scheduled payment date of the last tranche of the system restoration bonds) to ensure that the amount of the system restoration charges matches the funding requirements approved in this Order. These provisions will help to ensure that the amount of system restoration charges paid by retail customers does not exceed the amounts necessary to cover the costs of this securitization. To encourage utilities to undertake securitization financing, other benefits and assurances are provided.
The State of Texas has pledged, for the benefit and protection of financing parties and electric utilities, that it will not take or permit any action that would impair the value of transition property, or, except for the true-up expressly allowed by law, reduce, alter, or impair the system restoration 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 system restoration bonds have been paid and performed in full.41
Transition property (whether associated with a single bond series covering the entire amount authorized to be securitized or with one of multiple bond series covering only a portion of the total amount authorized to be securitized) constitutes a present property right for purposes of contracts concerning the sale or pledge of property, and the property will continue to exist for
37 PURA § 39.304(a).
38 See PURA § 39.304(b).
39 See PURA §§ 36.404 and 39.306.
40 See PURA § 39.307.
41 See PURA § 39.310.


Docket No. 52302    Order    Page 11


the duration of the pledge of the State of Texas as described in the preceding paragraph.42 In addition, the interests of an assignee or pledgee in transition property (as well as the revenues and collections arising from the property) are not subject to setoff, counterclaim, surcharge, or defense by the electric utility or any other person or in connection with the bankruptcy of the electric utility or any other entity.43 Further, transactions involving the transfer and ownership of transition property and the receipt of system restoration charges are exempt from state and local income, sales, franchise, gross receipts, and other taxes or similar charges.44 The creation, granting, perfection, and enforcement of liens and security interests in transition property are governed by PURA § 39.309 and not by the Texas Business and Commerce Code.45
The Commission may, at the request of an electric utility, adopt a financing order providing for the retiring and refunding of system restoration bonds only upon making a finding that the future system restoration charges required to service the new system restoration bonds, including transaction costs, will be less than the future system restoration charges required to service the bonds being retired or refunded.46 Entergy Texas has not requested and this Order does not grant any authority to refinance the system restoration bonds authorized by this Order. This Order does not preclude Entergy Texas from filing a request for a financing order to retire or refund the system restoration bonds approved in this Order upon a showing that the statutory criteria in PURA § 39.303(g) are met.47
To facilitate compliance and consistency with applicable statutory provisions, this Order adopts the definitions in PURA §§ 36.403 and 39.302.
II.Description of Proposed Transaction
A description of the transaction proposed by Entergy Texas is contained in its application and the evidence submitted in support of the application. A brief summary of the proposed transaction is provided in this section. A more detailed description is included in section III. C, titled Structure of the Proposed Securitization and in the application and evidence submitted in support of the application.
42 See PURA § 39.304(b).
43 See PURA § 39.305.
44 See PURA § 39.311.
45 See PURA § 39.309(a).
46 See PURA § 39.303(g).
47 Id.


Docket No. 52302    Order    Page 12


To facilitate the proposed securitization, Entergy Texas has proposed that (depending on whether more than one series of system restoration bonds are issued) one or more special purpose entities (each referred to as BondCo) be created to which Entergy Texas will transfer the rights to impose, collect, and receive system restoration charges along with the other rights arising under this Order, in each case allocable to the series of system restoration bonds the BondCo is issuing. Upon transfer to a BondCo (in connection with the issuance of the particular series of system restoration bonds), these rights will become transition property as provided by PURA § 39.304.48 If system restoration bonds are issued in more than one series, then the transition property transferred as a result of each issuance must be only those rights associated with that portion of the total amount authorized to be securitized by this Order which is securitized by a particular bond issuance. The rights to impose, collect and receive system restoration charges, along with the other rights arising under this Order as they relate to any portion of the total amount authorized to be securitized that remains unsecuritized, must remain with Entergy Texas and must not become transition property until transferred to a BondCo in connection with a subsequent issuance of system restoration bonds.
Entergy Texas will create a separate BondCo for the issuance of a particular series of the system restoration bonds, and the rights, obligations, structure and restrictions described in this Order with respect to BondCo are applicable to each such purchaser of transition property to the extent of the transition property transferred and sold to it and the system restoration bonds issued by it. BondCo will issue system restoration bonds and will transfer the net proceeds from the sale of the system restoration bonds to Entergy Texas in consideration for the transfer of the corresponding transition property. BondCo will be organized and managed in a manner designed to achieve the objective of maintaining BondCo as a bankruptcy-remote entity that would not be affected by the bankruptcy of Entergy Texas or any other affiliates of Entergy Texas or any of their respective successors. In addition, BondCo will have at least one independent manager whose approval will be required for certain major actions or organizational changes by BondCo.
48 PURA § 39.304.


Docket No. 52302    Order    Page 13


The system restoration bonds will be issued under an indenture and administered by an indenture trustee.49 The system restoration bonds will be secured by and payable solely out of the transition property created under this Order and other collateral described in Entergy Texas’s application. That collateral will be pledged to the indenture trustee for the benefit of the holders of the system restoration bonds and to secure payment of certain qualified costs.
The servicer of the system restoration bonds will collect the system restoration charges and remit those amounts to the indenture trustee on behalf of BondCo. The servicer will be responsible for filing any required or allowed true-ups of the system restoration charges. If the servicer defaults on its obligations under the servicing agreement, the indenture trustee may, on behalf of the holders of system restoration bonds, appoint a successor servicer. Entergy Texas will act as the initial servicer for the system restoration bonds.
If Entergy Texas’s service territory becomes subject to retail competition, Entergy Texas, as servicer, will collect the applicable system restoration charges from retail electric providers (REPs). REPs will be required to meet certain financial standards to collect system restoration charges under financing orders issued under chapter 39, subchapter G of PURA. If the REP qualifies to collect system restoration charges, the servicer will bill to and collect from the REP the system restoration charges attributable to the REP’s customers. The REP in turn will bill to and collect from its retail customers the system restoration charges attributable to them. If any REP fails to qualify to collect system restoration charges or defaults in the remittance of those charges to the servicer of the system restoration bonds, another entity can assume responsibility for collection of the system restoration charges from the REP’s retail customers.
System restoration charges will be calculated to ensure the collection of an amount sufficient to service the principal, interest, and related charges for the system restoration bonds and in a manner that allocates this amount to the various classes of retail customers in the same manner as the corresponding facilities and related expenses are allocated among customers in Entergy Texas’s current base rates. The system restoration charges will be calculated in accordance with the method described in schedule SRC-2, a pro forma copy of which is contained in appendix B. In addition to the annual true-up required by PURA § 39.307, interim
49 If more than one series of system restoration bonds is issued, each series will be issued under a separate indenture and be subject to its own set of basic agreements (e.g., transition property purchase and sale agreement, transition property servicing agreement, administration agreement). For purposes of this Order, the description of the system restoration bonds applies to each series of system restoration bonds.


Docket No. 52302    Order    Page 14


true-ups must be performed semi-annually (or quarterly after the final scheduled payment date of the last tranche of the system restoration bonds) if necessary, to ensure that the amount collected from system restoration charges is sufficient to service the system restoration bonds and may be performed at other times as provided in this Order. A non-standard true-up will be allowed for other circumstances as provided in this Order. The methodology for making true-ups and allocation adjustments and the circumstances under which each must be made are described in pro forma schedule SRC-2, attached to this Order as appendix B. If system restoration bonds are issued in more than one series, then each series will be subject to a separate true-up under PURA and this Order, provided, however, that more than one series may be trued-up in a single proceeding.
The Commission determines that Entergy Texas’s proposed structure for the system restoration charges should be utilized. This structure provides for substantially levelized annual revenue requirements over the expected life of the system restoration bonds. This structure offers the benefit of not relying upon customer growth and will allow the resulting system restoration charges to remain level or decline over time, if billing determinants remain level or grow. Further, Entergy Texas’s proposed system restoration charge tariff applies consistent allocation factors across rate classes, subject to modification in accordance with the true-up mechanisms adopted in this Order.
All of the bonds issued in prior Texas securitizations have been issued with a fixed interest rate.50 A fixed interest rate is necessary to assure that ratepayers benefit from the securitization. Although the benefits of fixed rates can be achieved through a combination of floating-rate bonds and interest-rate swaps, the Commission in prior securitizations in Texas concluded that the possible benefit of floating-rate bonds did not outweigh the cost of preparing for and executing interest-rate swaps and the potential risks swaps would impose on ratepayers. As a result, the financing orders in those proceedings prohibited the use of swaps and thus,
50 E.g., Application of AEP Texas Central Company for a Financing Order, Docket No. 32475, Financing Order at 14 and 15 (Jun. 21, 2006); Application of Entergy Gulf States, Inc. for a Financing Order, Docket No. 33586, Financing Order at 2 (Apr. 2, 2007); Application of CenterPoint Houston Electric, LLC for a Financing Order, Docket No. 34448, Financing Order at 2 (Sept. 18, 2007); Application of CenterPoint for a Financing Order, Docket No. 37200, Financing Order at 2 (Aug. 27, 2009); Application of Entergy Texas, Inc. for a Financing Order, Docket No. 37247, Financing Order at 2 (Sept. 11, 2009); Application of AEP Texas Central Company for a Financing Order, Docket No. 39931, Financing Order at 4 (Jan. 12, 2012); Application of AEP Texas Inc. for a Financing Order, Docket No. 49308, Financing Order at 16 (June 17, 2019).


Docket No. 52302    Order    Page 15


effectively, the issuance of floating-rate bonds. The Commission reaches the same conclusion in this proceeding and will prohibit Entergy Texas from issuing floating-rate bonds.
The Commission reaches a similar conclusion that issuance of bonds denominated in foreign currency should likewise be prohibited. Denominating bonds in foreign currency would create foreign currency risks for ratepayers. While these risks can be reduced through use of derivatives, the derivatives themselves create risks for ratepayers.
Interest-rate hedges can also be used to lock in interest rates or limit the variability of interest rates before issuance of bonds. However, the hedge is a bet on the direction of future market changes, which is neither necessary nor appropriate. Hedges also create additional costs and risks if, for any reason, the system restoration bonds are not issued or the amount issued is different from the principal hedged. As a result, this Order prohibits Entergy Texas from issuing system restoration bonds denominated in foreign currencies and from entering into interest-rate hedges.
Entergy Texas requested approval of system restoration charges sufficient to recover the principal and interest on the system restoration bonds plus ongoing qualified costs of supporting and servicing the system restoration bonds as described in this Order and appendix C. Entergy Texas requested that the system restoration charges be recovered from retail customers by Entergy Texas, as servicer, or if Entergy Texas’s service territory becomes subject to retail competition, that system restoration charges be recovered from retail customers through REPs and other entities which, under PURA and this Order, are obligated to pay or collect system restoration charges. Entergy Texas requested that the amount of the system restoration charges be calculated based upon the allocation methodology and billing determinants specified in schedule SRC-2. Entergy Texas also requested that certain standards related to the billing and collection of system restoration charges be applied to any REPs, as specified in schedule SRC-2.
Entergy Texas requested authority to securitize and to cause the issuance of system restoration bonds in an aggregate principal amount not to exceed the sum of (1) the securitizable balance at the date of issuance of the system restoration bonds plus (2) its actual up-front qualified costs of issuing, supporting, and servicing the system restoration bonds. Entergy Texas provided an illustrative analysis of the costs and benefits of securitization using its estimate of the December 17, 2021, securitizable balance. Entergy Texas proposed that these amounts be


Docket No. 52302    Order    Page 16


updated in the issuance advice letter to reflect the actual issuance date of the system restoration bonds and other relevant current information as permitted by this Order, and that Entergy Texas be authorized to securitize the updated securitizable balance and up-front qualified costs as reflected in the issuance advice letter.
Entergy Texas requested in the application that its up-front and ongoing costs of issuing and maintaining the system restoration bonds be recovered respectively through the system restoration bonds and system restoration charges approved in this Order. Entergy Texas estimated that its up-front costs would total approximately $4.06 million, while ongoing costs of servicing the system restoration bonds would total approximately $640,186 per year for each year of the term of the bonds. The estimates were based on assumptions regarding a number of variables that will directly affect the level of up-front and ongoing qualified costs including the following: (1) the total securitizable balance will be $294.5 million; (2) only one series of system restoration bonds will be issued; (3) the financing order proceeding will not be contested; (4) the financing order will not permit use of interest-rate or foreign-currency hedges, floating-rate bonds, or bonds denominated in foreign currencies; and (5) Entergy Texas acts as servicer.
The Commission’s analysis of Entergy Texas’s request begins with the finding that Entergy Texas’s up-front qualified costs that are permitted to be securitized, as well as certain of the ongoing costs that Entergy Texas proposes to recover directly through system restoration charges, should be capped. This finding accords with Entergy Texas’s prior securitizations and other securitization proceedings in this state.
The Commission finds that Entergy Texas should be permitted to securitize its up-front costs of issuance in accordance with the terms of this Order. As set forth in ordering paragraphs 2 and 17 of this Order, up-front qualified costs should not exceed $3.35 million plus (i) the cost of original-issue discount, credit enhancements, and other arrangements to enhance marketability as discussed in ordering paragraphs 6 and 23, (ii) rating agency fees, (iii) United States Securities Exchange Commission (SEC) registration fees, (iv) the cost of the Commission’s financial advisor and its legal counsel, if any, and any additional costs incurred by Entergy Texas to comply with the requests and recommendations of the Commission’s financial advisor, and (v) any costs incurred by Entergy Texas if this Order is appealed. However, no individual cap will apply to any component of the capped upfront qualified costs included in the


Docket No. 52302    Order    Page 17


$3.35 million described above. In the issuance advice letter, Entergy Texas must report the actual qualified costs securitized.
Entergy Texas is authorized to recover directly through the system restoration charges its actual ongoing costs of servicing the bonds and providing administrative services to BondCo, subject to a cap on servicing fees equal to 0.10% of the initial principal amount of system restoration bonds issued under this Order and a cap on administrative fees of $100,000 for each BondCo plus reimbursable third-party costs, which will apply as long as Entergy Texas continues to serve as the servicer or administrator, respectively. Ongoing qualified costs, other than the servicer and administrative fees charged by Entergy Texas when it is the servicer and administrator, are not capped; however, the total amount included in the first period schedule SRC-2 rates will include a $50,000 reduction as shown in appendix C. The estimated ongoing qualified costs should be updated in the issuance advice letter to reflect more current information then available to Entergy Texas. In accordance with the terms of this Order and subject to the approval of the indenture trustee, if a successor servicer is appointed, Entergy Texas is required to seek Commission approval for the ongoing costs of servicing the bonds if the annual successor servicer fees will exceed 0.60% of the original principal amount securitized.
Entergy Texas does not anticipate incurring costs of refinancing or retiring debt or equity in connection with the use of the proceeds from the issuance of the system restoration bonds.51 However, if costs of refinancing or retiring debt or equity are incurred, the Commission notes that the cost of refinancing or retiring Entergy Texas’s existing debt or equity using the proceeds from the system restoration bonds must remain uncapped. Commission experience with these expenses indicates that they vary widely and are not entirely within Entergy Texas’s control. Entergy Texas should be authorized to record such costs as a regulatory asset included on its balance sheet and to accrue carrying costs on such regulatory asset using the average weighted interest rate on the system restoration bonds, until the costs are included in Entergy Texas’s next base-rate case, and that the costs, together with carrying costs, should be considered for recovery in Entergy Texas’s next base-rate case, subject to a showing that such costs were prudently incurred and are reasonable and necessary.
51 Direct Testimony of Steven C. McNeal at 16 (Jul. 9, 2021).


Docket No. 52302    Order    Page 18


III.Findings of Fact
The Commission makes the following findings of fact.
A.Identification and Procedure
1.Identification of Applicant and Background
1.Entergy Texas is an electric utility that owns and operates for compensation an extensive generation, transmission, and distribution network to provide electric service in the southeast portion of Texas. Entergy Texas is a direct majority-owned subsidiary of Entergy Corporation which, prior to February 8, 2006, was a registered public utility holding company under the Public Utility Holding Company Act of 1935 and is now a public utility holding company under the Public Utility Holding Company Act of 2005.
2.Hurricanes Laura and Delta affected southeast Texas in August 2020 and October 2020, respectively. Winter Storm Uri was a major winter storm that brought snow, ice, and historic cold temperatures across Texas in February 2021.
3.On April 19, 2021, Entergy Texas filed an application under PURA § 36.405 for determination of the amount of system restoration costs related to hurricanes Laura and Delta in 2020 and the 2021 winter storm Uri and certain other weather-related events eligible for securitization or other recovery. That application was assigned Docket No. 51997.
4.On December 2, 2021, the Commission issued an order in Docket No. 51997 determining that Entergy Texas’s system restoration costs related to hurricanes Laura and Delta in 2020 and the 2021 winter storm Uri that were eligible for securitization or other recovery were $242,869,867. The order provides that Entergy Texas is entitled to recover carrying costs on the system restoration costs related to hurricanes Laura and Delta in 2020 and the 2021 winter storm Uri according to the methodology approved in Docket No. 51997, and Entergy Texas is also entitled to securitize the projected remaining balance of the Hurricane Harvey system restoration costs equal to $13,328,375.
2.Procedural History
5.On July 9, 2021, Entergy Texas filed the application at issue in the proceeding, seeking a financing order under PURA chapter 36, subchapter I and chapter 39, subchapter G to permit securitization of an amount equal to (1) the sum of the securitizable balance as of


Docket No. 52302    Order    Page 19


the date of issuance of the system restoration bonds, plus (2) up-front qualified costs. The application includes exhibits, schedules, attachments, and testimony.
6.In Order No. 1 filed on July 12, 2021, the administrative law judge (ALJ) adopted a protective order and required Commission Staff to file recommendations regarding the sufficiency of Entergy Texas’s application, proposed method and form of notice, and proposed procedural schedule.
7.On July 23, 2021, Commission Staff requested an extension to August 6, 2021 to comply with Order No. 1.
8.In Order No. 2 filed on July 26, 2021, the ALJ admitted the following parties as intervenors: Texas Industrial Energy Consumers (TIEC), the Office of Public Utility Counsel (OPUC), and Cities (a collective of the cities of Anahuac, Beaumont, Bridge City, Cleveland, Dayton, Groves, Houston, Huntsville, Liberty, Montgomery, Navasota, Nederland, Oak Ridge North, Orange, Pine Forest, Pinehurst, Port Arthur, Port Neches, Roman Forest, Shenandoah, Silsbee, Sour Lake, Splendora, Vidor, West Orange, and Willis).
9.In Order No. 3 filed on July 27, 2021, the ALJ extended the deadline for Commission Staff to comply with Order No. 1.
10.On August 6, 2021, Commission Staff filed a recommendation that Entergy Texas’s application be found sufficient for further review and Entergy Texas’s proposed form and method of notice be found reasonable. Commission Staff stated that it was consulting with other parties to develop an agreed procedural schedule.
11.In Order No. 4 filed on August 10, 2021, the ALJ found the application sufficient for further review and approved Entergy Texas’s form and method of notice. The Order directed Commission Staff to file an agreed procedural schedule or provide a status report by August 24, 2021.
12.On August 24, 2021, Commission Staff filed a status report stating that it was consulting with other parties to develop an agreed procedural schedule and requested that the ALJ issue an order extending its deadline to file a proposed procedural schedule to September 7, 2021.


Docket No. 52302    Order    Page 20


13.On September 13, 2021, Entergy Texas filed an unopposed motion to adopt a procedural schedule.
14.In Order No. 5 filed on September 17, 2021, the ALJ denied the proposed procedural schedule for this proceeding.
15.On November 18, 2021, Entergy Texas, TIEC, OPUC, and Commission Staff filed an agreement, resolving between themselves certain issues in this proceeding. Cities is not a signatory to the agreement but does not oppose it.
16.Also on November 18, 2021, Entergy Texas, TIEC, OPUC, and Commission Staff filed a joint motion to admit evidence.
17.In Order No. 9 filed on November 23, 2021, the ALJ granted the joint motion and admitted the following into the record of this proceeding: (a) the prefiled direct testimonies in support of Entergy Texas’s application, including the testimonies and exhibits of Steven C. McNeal, Patrick J. Collins, Allison P. Lofton, and Richard E. Lain, filed on July 9 and 12, 2021; (b) the securitization filing package, including all its schedules and attachments, accompanying Entergy Texas’s application filed on July 9 and 12, 2021; (c) Entergy Texas’s proof of notice filed on September 8, 2021; (d) the signatories’ agreement, including the proposed financing order and appendices, filed on November 18, 2021; and (e) the prefiled testimony and exhibits of Entergy Texas witness Richard E. Lain in support of the agreement filed on November 18, 2021.
18.On November 23, 2021, Commission Staff filed a supplemental motion to admit evidence.
19.In Order No. 10 filed on November 23, 2021, the ALJ granted the supplemental motion and admitted into evidence the testimony of Darryl Tietjen filed on November 23, 2021 in support of the agreement.
20.The Commission considered this Order at its January 13, 2022 open meeting.
3.Notice of Application
21.Notice of Entergy Texas’s application was provided through publication once a week for two consecutive weeks in newspapers having general circulation in its service area; such notice by publication was completed on September 2, 2021. In addition, upon the filing


Docket No. 52302    Order    Page 21


of its application on July 9, 2021, Entergy Texas provided notice by furnishing a copy of its application to each party to Docket No. 51997.
22.On August 11, 2021 Entergy Texas provided notice via first-class mail to each REP listed on the Commission website at the time Entergy Texas filed its application for a financing order.
23.On August 12, 2021, Entergy Texas also provided individual notice via first-class mail to (a) the governing bodies of all Texas incorporated municipalities that have retained original jurisdiction over Entergy Texas, and (b) to all municipally owned utilities and cooperatives with service areas multiply certificated with Entergy Texas.
24.Proof of the provision of individual notice to the parties listed above and of the furnishing of a copy of Entergy Texas’s filing package to each of the parties to Docket No. 51997 was made by affidavit filed on September 8, 2021. Proof of publication of notice was submitted in the form of publishers’ affidavits on September 8, 2021.
B.Qualified Costs and Amount to be Securitized
1.Identification
25.Qualified costs are defined in PURA § 36.403(d) to include 100% of an electric utility’s system restoration costs, including carrying costs at the electric utility’s weighted-average cost of capital as last approved in the utility’s general rate case, net of any insurance proceeds, government grants, or other sources of funding that compensate the utility for system restoration costs received by the utility at the time it files an application for a financing order, together with the costs of issuing, supporting, and servicing system restoration bonds and any costs of retiring and refunding the electric utility’s existing debt and equity securities.52 Qualified costs also include the costs to the Commission of acquiring professional services for the purpose of evaluating proposed securitization transactions and costs associated with ancillary agreements such as any bond insurance policy, letter of credit, reserve account, surety bond, swap arrangement, hedging arrangement, liquidity or credit support arrangement, or other financial arrangement entered into in connection with the issuance or payment of the system restoration bonds.
52 PURA § 36.403(d).


Docket No. 52302    Order    Page 22


26.The actual costs of issuing and supporting the system restoration bonds will not be known until the system restoration bonds are issued, and certain ongoing costs relating to the system restoration bonds may not be known until such costs are incurred. However, to satisfy the statutory obligation to ensure tangible and quantifiable benefits to ratepayers, it is appropriate to limit the amount of certain up-front qualified costs that may be included in the principal amount of the system restoration bonds so that the sum of those up-front qualified costs does not exceed $3.35 million plus (i) the cost of original-issue discount, credit enhancements, and other arrangements to enhance marketability as discussed in ordering paragraphs 6 and 23, (ii) rating agency fees, (iii) SEC registration fees, (iv) the cost of the Commission’s financial advisor and its legal counsel, if any, and any additional costs incurred by Entergy Texas to comply with the requests and recommendations of the Commission’s financial advisor, and (v) any costs incurred by Entergy Texas if this Order is appealed. The amount of the up-front qualified costs must be shown in the issuance advice letter to ensure compliance with all statutory requirements.
27.Entergy Texas intends to use the proceeds from the sale of the transition property to reduce recoverable system restoration costs, and thereafter to refinance or retire debt or equity, or to fund capital expenditures to support utility operations and services; accordingly, it does not anticipate incurring any significant costs of refinancing or retiring debt or equity in connection with the proceeds from the issuance of the system restoration bonds and has not included any such costs in the requested up-front qualified costs.53 However, to the extent that costs of refinancing or retiring debt or equity are incurred, the Commission authorizes Entergy Texas to record such costs as a regulatory asset included on its books. Entergy Texas may request the recovery of such asset in Entergy Texas’s next base-rate case to the extent the costs incurred are demonstrated to be prudently incurred and are reasonable and necessary. The Commission also authorizes Entergy Texas to earn a return on the costs properly recorded at the average weighted interest rate on the system restoration bonds until included for recovery in Entergy Texas’s next base-rate cases, consistent with Docket No. 49308.
53 Direct Testimony of Steven C. McNeal at 17.


Docket No. 52302    Order    Page 23


2.Accumulated Deferred Federal Income Tax Benefits
28.ADFIT associated with system restoration costs occurs because of the timing difference between the regulatory and tax treatment of the system restoration costs.
29.Entergy Texas’s proposed schedule SCO-2 provides ratepayers the benefit of the ADFIT associated with system restoration costs over the same time period Entergy Texas will collect the system restoration charges from ratepayers.
30.Entergy Texas calculated ADFIT based on the system restoration costs it requested to be securitized. Entergy Texas had a net operating loss carry-forward and was unable to utilize system restoration cost tax losses immediately. The net operating loss is expected to be fully utilized in 2022. Entergy Texas’s estimate of the ADFIT benefit associated with system restoration costs appropriately takes into account the effect of Entergy Texas’s net operating loss.
31.The ADFIT benefits associated with system restoration costs can only be estimated at this point because they are dependent in part on future taxable income, a future tax refund, future changes to the corporate federal income tax rate, and the specific timing of the issuance of system restoration bonds, all of which remain uncertain at this time. The available amount of ADFIT benefit when Entergy Texas begins to implement schedule SCO-2 is subject to update at the time system restoration bonds are issued and, to the extent necessary, in connection with true-up filings over the course of the period that schedule SCO-2 and system restoration charges remain in force.
3.Balance to be Securitized
32.It is appropriate that Entergy Texas be authorized to cause system restoration bonds to be issued in an aggregate principal amount equal to the securitizable balance at the time of issuance plus up-front qualified costs as described in ordering paragraphs 2 and 17. The securitizable balance to be securitized must be equal to the balance of system restoration costs as determined in Docket No. 51997 plus carrying costs related to hurricanes Laura and Delta in 2020 and the 2021 winter storm Uri using the rate approved in Docket No. 51997 through the date the system restoration bonds are issued, net of any insurance proceeds, government grants, and other sources of funding received by Entergy Texas at the time that the financing application was filed that compensate Entergy Texas for the


Docket No. 52302    Order    Page 24


system restoration costs. In the issuance advice letter, Entergy Texas must update the amounts to reflect the securitizable balance on the date of issuance and the amount of up-front qualified costs securitized.
33.It is appropriate for Entergy Texas to recover the annual ongoing servicing fees and the annual fixed operating costs directly through system restoration charges. It is also appropriate to impose additional limits to ensure that the servicing fees incurred when Entergy Texas serves as servicer do not exceed 0.10% of the initial principal balance of the system restoration bonds and that the administrative fees incurred when Entergy Texas is the administrator do not exceed $100,000 per year plus reimbursable third-party costs as shown in appendix C. Consistent with Entergy Texas’s prior securitizations, the annual servicing fee payable to a servicer not affiliated with Entergy Texas will not exceed 0.60% of the initial principal balance of the system restoration bonds unless such higher rate is approved by the Commission. Ongoing costs other than the servicer and administrative fees charged by Entergy Texas when it serves as servicer and administrator are not capped; however, the total amount included in the first period schedule SRC-2 rates will include a $50,000 reduction as shown in appendix C to this Order. The servicing and administrative fees collected by Entergy Texas, or any affiliate of Entergy Texas, acting as servicer or administrator under the servicing agreement or administration agreement must be included as a revenue credit and reduce revenue requirements in each subsequent rate case. The expenses incurred by Entergy Texas or such affiliate to perform obligations under the servicing agreement should be included in each Entergy Texas base-rate case.
4.Issuance Advice Letter
34.Because the actual structure and pricing of the system restoration bonds will not be known at the time this Order is issued, following determination of the final terms of the system restoration bonds and before issuance of the system restoration bonds, Entergy Texas will file an issuance advice letter with the Commission for each series of system restoration bonds issued and no later than the end of the first business day after the pricing date for that series of system restoration bonds. The issuance advice letter will include Entergy Texas’s best estimate of total up-front qualified costs for such issuance.


Docket No. 52302    Order    Page 25


The estimated total up-front qualified costs in the issuance advice letter may be included in the principal amount securitized. Within 60 days of issuance of the system restoration bonds, Entergy Texas must submit to the Commission a final accounting of the total up-front qualified costs. The issuance advice letter will report the actual dollar amount of the initial system restoration charges and other information specific to the system restoration bonds to be issued. Entergy Texas’s issuance advice letter must update the benefits analysis to verify that the final amount securitized satisfies the statutory financial tests. All amounts that require computation will be computed using the mathematical formulas contained in the form of the issuance advice letter in appendix A to this Order and schedule SRC-2. The initial system restoration charges and the final terms of the system restoration bonds set forth in the issuance advice letter must become effective on the date of issuance of the system restoration bonds unless before noon on the fourth business day after pricing the Commission issues an order finding that the proposed issuance does not comply with the requirements of PURA and this Order.
35.If the actual up-front qualified costs are less than the up-front qualified costs included in the principal amount securitized, the periodic billing requirement, defined below, for the first annual true-up adjustment must be reduced by the amount of such unused funds (together with interest, if any, earned on the investment of such funds). If the actual upfront qualified costs are more than the up-front qualified costs included in the principal amount securitized, Entergy Texas may request recovery of the remaining up-front qualified costs in a future ratemaking proceeding, provided, however, that Entergy Texas may not request recovery of amounts that would cause the aggregate recoverable amounts for capped costs to exceed the cap on up-front qualified costs described in ordering paragraph 2 of this Order.
36.Entergy Texas will submit a draft issuance advice letter to Commission Staff for review not later than two weeks before the expected date of commencement of marketing each series of system restoration bonds. Within one week after receipt of the draft issuance advice letter, Commission Staff will provide Entergy Texas comments and recommendations regarding the adequacy of the information provided.


Docket No. 52302    Order    Page 26


37.The issuance advice letter for a series of system restoration bonds must be submitted to the Commission not later than the end of the first business day after the pricing of such series of system restoration bonds. Commission Staff may request such revisions of the issuance advice letter as may be necessary to assure the accuracy of the calculations and that the requirements of PURA and of this Order have been met. The initial system restoration charges and the final terms of the system restoration bonds set forth in the issuance advice letter must become effective on the date of issuance of the system restoration bonds (which must not occur before the fifth business day after pricing) unless before noon on the fourth business day after pricing the Commission issues an order finding that the proposed issuance does not comply with the requirements of PURA and the Order.
38.The completion and filing of an issuance advice letter in the form of the issuance advice letter attached as appendix A, including the certification from Entergy Texas discussed in finding of fact numbers 39 and 109, is necessary to ensure that any securitization actually undertaken by Entergy Texas complies with the terms of this Order.
39.The certification statement contained in Entergy Texas’s certification letter must be worded precisely as the statement in the form of the issuance advice letter approved by the Commission. Other aspects of the certification letter may be modified to describe the particulars of the system restoration bonds and the actions that were taken during the transaction.
5.Tangible and Quantifiable Benefit
40.The statutory requirements in PURA §§ 36.401 and 39.301 that direct the Commission to ensure that securitization provides tangible and quantifiable benefits to ratepayers greater than would be achieved absent the issuance of system restoration bonds can only be determined using an economic analysis to account for the time value of money. An analysis that compares (1) in the aggregate, over the expected life of the system restoration bonds, the present value of the revenue requirement associated with recovery of the securitizable balance through rates reflective of conventional utility financing, with (2) the present value of the revenue required under securitization, is an appropriate


Docket No. 52302    Order    Page 27


economic analysis to demonstrate whether securitization provides economic benefits to ratepayers.
41.The financial analysis presented by Entergy Texas indicates that securitization of the securitizable balance and other qualified costs as requested by Entergy Texas would result in $39 million of tangible and quantifiable economic benefits to ratepayers on a present-value basis if the system restoration bonds are issued at an average weighted-average interest rate of 6.25% allowed by this Order and with a 14-year expected life. Using the projected weighted-average interest rate of 1.71% and a 14-year expected life, the benefits of securitization would be approximately $124.1 million on a present-value basis. These estimates use Entergy Texas’s securitizable balance as of December 17, 2021 ($294.5 million), and assume that actual up-front and ongoing qualified costs will be as shown on schedule 5 to Entergy Texas’s application. The benefits for retail customers set forth in Entergy Texas’s evidence are fully indicative of the benefits ratepayers will realize from the securitization approved in this Order; however, the actual benefit to ratepayers will depend on market conditions on the date of issuance of the system restoration bonds, the actual scheduled maturity of the system restoration bonds, and the amount actually securitized. Entergy Texas will be required to provide an updated tangible and quantifiable benefits analysis in its issuance advice letter to verify that this statutory test is met.
6.Present Value Cap
42.The amount securitized may not exceed the present value of the revenue requirement over the life of the proposed system restoration bonds associated with conventional (i.e., nonsecuritized) recovery of the authorized amounts where the present value analysis uses a discount rate equal to the proposed interest rate on the system restoration bonds.54 The analysis presented by Entergy Texas demonstrates that the proposed securitization meets this requirement whether the system restoration bonds are assumed to bear interest at a weighted-average interest rate of 6.25%, at the projected weighted-average interest rate of 1.71%, or at other interest rates less than 1.71%. Using a 1.71% weighted-average interest rate, the present value of the revenue-requirement savings would be
54 See PURA § 39.301.


Docket No. 52302    Order    Page 28


approximately $124.1 million. At the higher interest rate of 6.25%, the present value of the revenue-requirement savings would be approximately $39.0 million. These estimates use Entergy Texas’s securitizable balance as of December 17, 2021, an expected life of 14 years, and assume that actual up-front and ongoing qualified costs will be as estimated on schedule 5 to Entergy Texas’s application. The benefits for ratepayers set forth in Entergy Texas’s evidence are fully indicative of the benefits ratepayers will realize from the securitization approved in this Order; however, Entergy Texas will be required to provide an updated present value analysis in its issuance advice letter to verify that this statutory test is met.
7.Total Amount of Revenue to be Recovered
43.The Commission is required to find that the total amount of revenues to be collected under this Order will be less than the revenue requirement that would be recovered over the life of the amounts that are securitized under this Order, using conventional financing methods.55 Entergy Texas’s analysis assumed that under conventional financing methods, the costs would be recovered over the life of the system restoration bonds (for purposes of its analysis, 14 years) with carrying costs equal to Entergy Texas’s weighted-average cost of capital of 9.03%. The resulting total conventional revenues would be $503.4 million. If 14-year system restoration bonds are issued at a 6.25% weighted-average interest rate, Entergy Texas’s financial analysis indicates that the total amount of revenues to be collected under this Order is expected to be approximately $52.5 million less than the revenue requirement that would be recovered using conventional utility financing methods. Using the projected weighted-average interest rate of 1.71%, the benefits of securitization would be approximately $140.8 million on a nominal basis. These estimates use Entergy Texas’s securitizable balance as of December 17, 2021 and an expected life of 14 years and assume that actual up-front and ongoing qualified costs will be as estimated on schedule 5 to Entergy Texas’s application. The benefits for retail customers set forth in Entergy Texas’s evidence are fully indicative of the benefits ratepayers will realize from the securitization approved in this Order; however, Entergy Texas will be required to provide an updated total revenue analysis in its issuance advice letter to verify that this statutory test is met.
55 See PURA § 39.303(a).


Docket No. 52302    Order    Page 29


C.Structure of the Proposed Securitization
1.BondCo
44.For purposes of this securitization, Entergy Texas will create one or more BondCos, a special purpose transition funding entity (each of which referred to as BondCo), each of which will be a Delaware limited liability company with Entergy Texas as its sole member. If more than one series of system restoration bonds are issued, Entergy Texas will create a separate BondCo for the issuance of a particular series of system restoration bonds and the rights, structure, and restrictions described in this Order with respect to BondCo will be applicable to each such purchaser of transition property to the extent of the transition property sold to it and the system restoration bonds issued by it. BondCo will be formed for the limited purpose of acquiring transition property, issuing system restoration bonds in one or more tranches, and performing other activities relating thereto or otherwise authorized by this Order. BondCo will not be permitted to engage in any other activities and will have no assets other than transition property and related assets to support its obligations under the system restoration bonds. Obligations relating to the system restoration bonds will be BondCo’s only significant liabilities. These restrictions on the activities of BondCo and restrictions on the ability of Entergy Texas to take action on BondCo’s behalf are imposed to achieve the objective that BondCo will be bankruptcy remote and not affected by a bankruptcy of Entergy Texas. BondCo will be managed by a board of managers with rights and duties similar to those of a board of directors of a corporation. As long as the system restoration bonds remain outstanding, BondCo will have at least one independent manager with no organizational affiliation with Entergy Texas other than acting as independent manager for any other bankruptcy-remote subsidiary of Entergy Texas or its affiliates. BondCo will not be permitted to amend the provisions of the organizational documents that relate to the bankruptcy remoteness of BondCo without the consent of the independent manager. Similarly, BondCo will not be permitted to institute bankruptcy or insolvency proceedings or to consent to the institution of bankruptcy or insolvency proceedings against it, or to dissolve, liquidate, consolidate, convert, or merge without the consent of the independent manager. Other restrictions to facilitate bankruptcy remoteness may also be included in the organizational documents of BondCo as required by the rating agencies.


Docket No. 52302    Order    Page 30


45.The initial capital of BondCo will be a nominal amount of $100. Concurrently with the issuance of the bonds, 0.5% of the original principal amount of each series of transition bonds will be deposited. Adequate funding of BondCo at this level is intended to protect the bankruptcy remoteness of BondCo. A sufficient level of capital is necessary to minimize this risk and therefore assist in achieving the lowest system restoration charges possible.
46.BondCo will issue one series of system restoration bonds consisting of one or more tranches. The aggregate amount of all tranches of all series of system restoration bonds issued under this Order must not exceed the principal amount approved by this Order. BondCo will pledge to the indenture trustee, as collateral for payment of the system restoration bonds, the transition property, including BondCo’s right to receive the system restoration charges as and when collected, and certain other collateral described in Entergy Texas’s application.
47.Concurrent with the issuance of any of the system restoration bonds, Entergy Texas will transfer to BondCo all of Entergy Texas’s rights under this Order related to the amount of system restoration bonds BondCo is issuing, including rights to impose, collect, and receive system restoration charges approved in this Order. This transfer will be structured so that it will qualify as a true sale within the meaning of PURA § 39.308 and that such rights will become transition property concurrently with the sale to BondCo as provided in PURA § 39.304. By virtue of the transfer, BondCo will acquire all of the right, title, and interest of Entergy Texas in the transition property arising under this Order that is related to the amount of system restoration bonds BondCo is issuing.
48.The use of BondCo and the limitations related to its organization and management are necessary to minimize risks related to the proposed securitization transactions and to minimize the system restoration charges. Therefore, the use of BondCo should be approved.
2.Credit Enhancement and Arrangements to Enhance Marketability
49.Entergy Texas requested approval to use additional forms of credit enhancement (including letters of credit, reserve accounts, surety bonds, or guarantees) and other mechanisms designed to promote the credit quality and marketability of the system


Docket No. 52302    Order    Page 31


restoration bonds if the benefits of such arrangements exceed their cost. Entergy Texas also asked that the costs of any credit enhancements as well as the costs of arrangements to enhance marketability be included in the amount of qualified costs to be securitized. Entergy Texas should be permitted to recover the ongoing costs of credit enhancements and arrangements to enhance marketability, provided that the Commission’s designated representative and Entergy Texas agree in advance that such enhancements and arrangements provide benefits greater than their tangible and intangible costs. If the use of credit enhancements or other arrangements is proposed by Entergy Texas, Entergy Texas must provide the Commission’s designated representative copies of all cost-benefit analyses performed by or for Entergy Texas that support the request to use such arrangements. This finding does not apply to the collection account or its subaccounts approved in this Order.
50.Entergy Texas’s proposed use of credit enhancements and arrangements to enhance marketability is reasonable and should be approved, provided that Entergy Texas certifies that the enhancements or arrangements provide benefits greater than their cost and that such certifications are agreed to by the Commission’s designated representative.
51.In prior financing orders, the Commission determined that the costs and risks of swap transactions outweighed the expected benefits and prohibited the use of interest rate-swaps.56 Entergy Texas has not sought authority to use swap transactions in connection with its proposed securitization.
52.Also in prior financing orders, the Commission determined that the use of floating-rate notes, notes denominated in foreign currencies, interest-rate hedges, and interest-rate swaps would not be expected to result in the lowest system-restoration-bond charges and would expose ratepayers to higher risks and greater uncertainty about future costs. Accordingly, Entergy Texas has not asked for permission, and the Commission has determined that Entergy Texas should not be permitted, to use floating-rate notes, notes denominated in foreign currencies, hedges, or interest-rate swaps in this transaction.
56 E.g., Docket No. 32475, Financing Order at 14–15; Application of Entergy Gulf States, Inc. for a Financing Order, Docket No. 33586, Financing Order at 2 (Apr. 2, 2007); Application of CenterPoint Houston Electric, LLC for a Financing Order, Docket No. 34448, Financing Order at 2 (Sept. 18, 2007); Application of CenterPoint for a Financing Order, Docket No. 37200, Financing Order at 2 (Aug. 27, 2009); Application of Entergy Texas, Inc. for a Financing Order, Docket No. 37247, Financing Order at 2 (Sept. 11, 2009); Application of AEP Texas Central Company for a Financing Order, Docket No. 39931, Financing Order at 4 (Jan. 12, 2012).


Docket No. 52302    Order    Page 32


3.Transition Property
53.Under PURA § 39.304(a), the rights and interests of an electric utility or successor under a financing order, including the right to impose, collect, and receive transition charges (which term includes the system restoration charges authorized in the financing order), are only contract rights until they are first transferred to an assignee or pledged in connection with the issuance of system restoration bonds, at which time they will become transition property.
54.The rights to impose, collect, and receive the system restoration charges approved in this Order along with the other rights arising under this Order will become transition property upon the transfer of such rights by Entergy Texas to BondCo under PURA § 39.304. If system restoration bonds are issued in more than one series, then the transition property transferred as a result of each issuance must be only those rights associated with that portion of the total amount authorized to be securitized by this Order which is securitized by such issuance. The rights to impose, collect, and receive system restoration charges along with the other rights arising under this Order as they relate to any portion of the total amount authorized to be securitized that remains unsecuritized must remain with Entergy Texas and must not become transition property unless and until transferred to a BondCo in connection with a subsequent issuance of system restoration bonds.
55.Transition property and all other collateral will be held and administered by the indenture trustee under the indenture, as described in Entergy Texas’s application. This proposal will help ensure the lowest system restoration charges and should be approved.
56.Under PURA § 39.304(b), transition property constitutes a present property right for purposes of contracts concerning the sale or pledge of property, even though the imposition and collection of system restoration charges depends on further acts of the utility or others that have not yet occurred.
4.Servicer and the Servicing Agreement
57.Entergy Texas will execute a servicing agreement with BondCo. The servicing agreement may be amended, renewed, or replaced by another servicing agreement. The entity responsible for carrying out the servicing obligations under any servicing agreement is the servicer. Entergy Texas will be the initial servicer but may be


Docket No. 52302    Order    Page 33


succeeded as servicer by another entity under certain circumstances detailed in the servicing agreement and as authorized by the Commission. Under the servicing agreement, the servicer is required, among other things, to impose and collect the applicable system restoration charges for the benefit and account of BondCo, to make the periodic true-up adjustments of system restoration charges required or allowed by this Order, and to account for and remit the applicable system restoration charges to or for the account of BondCo in accordance with the remittance procedures contained in the servicing agreement without any charge, deduction, or surcharge of any kind (other than the servicing fee specified in the servicing agreement). Under the terms of the servicing agreement, if any servicer fails to perform its servicing obligations in any material respect, the indenture trustee acting under the indenture to be entered into in connection with the issuance of the system restoration bonds, or the indenture trustee’s designee, may—or upon the instruction of the requisite percentage of holders of the outstanding amount of system restoration bonds, must—appoint an alternate party to replace the defaulting servicer, in which case the replacement servicer will perform the obligations of the servicer under the servicing agreement. The obligations of the servicer under the servicing agreement and the circumstances under which an alternate servicer may be appointed are more fully described in the servicing agreement. The rights of BondCo under the servicing agreement will be included in the collateral pledged to the indenture trustee under the indenture for the benefit of holders of the system restoration bonds.
58.The servicing agreement negotiated as part of this securitization must contain a recital clause that the Commission, or its attorney, will enforce the servicing agreement for the benefit of Texas ratepayers to the extent permitted by law.
59.The servicing agreement negotiated as part of this securitization must include a provision that Entergy Texas must indemnify the Commission (for the benefit of ratepayers) in connection with any increase in servicing fees that become payable as a result of a default resulting from Entergy Texas’s willful misconduct, bad faith, or negligence in performance of its duties or observance of its covenants under the servicing agreement. The indemnity will be enforced by the Commission but will not be enforceable by any REP or customer.


Docket No. 52302    Order    Page 34


60.The obligations to continue to provide service and to collect and account for system restoration charges will be binding on Entergy Texas and any other entity that provides transmission and distribution services or direct wire services to a person that was a retail customer located within Entergy Texas’s service area as it existed on the date of this Order, or that became a retail customer for electric services within such area after the date of this Order, and is still located within such area, except as provided in findings of fact 84 and 85. Further, and to the extent REPs are responsible for imposing and billing system restoration charges on behalf of BondCo, billing and credit standards approved in this Order will be binding on all REPs that bill and collect system restoration charges from such retail customers, together with their successors and assigns. The Commission will enforce the obligations imposed by this Order, its applicable substantive rules, and statutory provisions.
61.To the extent that any interest in the transition property created by this Order is assigned, sold, or transferred to an assignee,57 Entergy Texas will enter into a contract with that assignee that will require Entergy Texas (or its successor under such contract) to continue to operate its transmission and distribution system (or if by law Entergy Texas or its successor is no longer required to own or operate both the transmission and distribution systems, then Entergy Texas’s distribution system) in order to provide electric services to Entergy Texas’s customers within its service area. This provision does not prohibit Entergy Texas from selling, assigning, or otherwise divesting its transmission and distribution system or any part thereof so long as the entity acquiring such facilities agrees to continue operating the facilities to provide electric services to Entergy Texas’s customers.
62.The provisions described in finding of fact numbers 57 through 61 are reasonable, will reduce risk associated with the proposed securitization, and will result in lower system-restoration-bond charges and greater benefits to ratepayers and should be approved.
57 The term assignee means any individual, corporation, or other legally recognized entity to which an interest in transition property is transferred, other than as security, including any assignee of that party. See PURA § 39.302(1).


Docket No. 52302    Order    Page 35


5.Retail Electric Providers
63.Entergy Texas, acting as the initial servicer, will bill the system restoration charges to each retail consumer. When, and if, Entergy Texas’s service territory becomes subject to retail competition, Entergy Texas as servicer will bill the system restoration charges to each retail consumer’s REP, and the REP will collect the system restoration charges from its retail customers.
64.Schedule SRC-2 sets forth minimum billing and collection standards to apply to REPs that collect system restoration charges approved by this Order from retail customers. The Commission finds that the REP standards set forth in schedule SRC-2 are appropriate and should be adopted.
65.The REP standards set forth in schedule SRC-2 relate only to the billing and collection of system restoration charges authorized under this Order, and do not apply to collection of any other nonbypassable charges or other charges. The standards apply to all REPs other than REPs that have contracted with Entergy Texas to have Entergy Texas bill and collect system restoration charges from the REP’s retail customers. REPs may contract with parties other than Entergy Texas to bill and collect system restoration charges from retail customers, but such parties must remain subject to these standards. Upon adoption of any amendment to 16 Texas Administrative Code (TAC) § 25.108, Commission Staff will open a proceeding to investigate the need to modify the standards in schedule SRC-2 to conform to that rule, provided that such modifications may not be implemented absent prior written confirmation (or deemed inapplicability of such confirmation requirement) from each of the rating agencies that have rated the system restoration bonds that such modifications will not cause a suspension, withdrawal, or downgrade of the ratings on the system restoration bonds.
66.The REP standards are as follows:
a.Rating, Deposit, and Related Requirements.
    Each REP must have a long-term, unsecured credit rating of not less than BBB-and Baa3 (or the equivalent) from Standard & Poor’s and Moody’s Investors Service, respectively, or provide (i) a deposit of two months’ maximum expected system-restoration-charge collections in the form of cash, (ii) an affiliate guarantee, surety bond,


Docket No. 52302    Order    Page 36


or letter of credit providing for payment of such amount of system-restoration-charge collections in the event that the REP defaults in its payment obligations, or (iii) a combination of any of the foregoing. A REP that does not have or maintain the requisite long-term, unsecured credit rating may select in its sole discretion which alternate form of deposit, credit support, or combination thereof it will utilize. The indenture trustee must be a beneficiary of any affiliate guarantee, surety bond, or letter of credit. The provider of any affiliate guarantee, surety bond, or letter of credit must have and maintain a long-term, unsecured credit rating of not less than BBB- and Baa3 (or the equivalent) from Standard & Poor’s and Moody’s Investors Service, respectively.
b.Loss of Rating.
    If the long-term, unsecured credit rating from either Standard & Poor’s or Moody’s Investors Service of a REP that did not previously provide the alternate form of deposit, credit support, or combination thereof or of any provider of an affiliate guarantee, surety bond, or letter of credit is suspended, withdrawn, or downgraded below BBB- or Baa3 (or the equivalent), the REP must provide the alternate form of deposit, credit support, or combination thereof, or new forms thereof, in each case from providers with the requisite ratings, within 10 business days following such suspension, withdrawal, or downgrade. A REP failing to make such provision must comply with the provisions set forth in paragraph (e).
c.Computation of Deposit, etc.
    The computation of the size of a deposit required under paragraph (a) must be agreed on by the servicer and the REP and must be reviewed no more frequently than quarterly to ensure that the deposit accurately reflects two months’ maximum expected system-restoration-charge collections. Within 10 business days following such review, the REP must remit to the indenture trustee the amount of any shortfall in such required deposit, or the servicer must instruct the indenture trustee to remit to the REP any amount in excess of such required deposit. A REP failing to so remit any such shortfall must comply with the provisions set forth in paragraph (e). REP cash deposits must be held by the indenture trustee, maintained in a segregated account, and invested in short-term high-quality investments, as permitted by the rating agencies rating the system restoration bonds. Investment earnings on REP cash deposits must be considered part of such cash


Docket No. 52302    Order    Page 37


deposits so long as they remain on deposit with the indenture trustee. At the instruction of the servicer, cash deposits will be remitted with investment earnings to the REP at the end of the term of the system restoration bonds unless otherwise utilized for the payment of the REP’s obligations for system restoration charges. Once the deposit is no longer required, the servicer must promptly (but not later than 30 calendar days) instruct the indenture trustee to remit the amounts in the segregated accounts to the REP.
d.Payment of System Restoration Charges.
    Payments of system restoration charges are due 35 calendar days following each billing by the servicer to the REP, without regard to whether or when the REP receives payment from its retail customers. The servicer must accept payment by electronic funds transfer, wire transfer, check, or any combination thereof. Payment will be considered received the date the electronic funds transfer or wire transfer is received by the servicer, or the date the check clears. A 5% penalty is to be charged on amounts received after 35 calendar days; however, a ten-calendar-day grace period will be allowed before the REP is considered to be in default. A REP in default must comply with the provisions set forth in paragraph (e). The 5% penalty will be a one-time assessment measured against the current amount overdue from the REP to the servicer. The current amount consists of the total unpaid system restoration charges existing on the 36th calendar day after billing by the servicer. Any and all such penalty payments will be made to the indenture trustee to be applied against system restoration charge obligations. A REP must not be obligated to pay the overdue system restoration charges of another REP. If a REP agrees to assume the responsibility for the payment of overdue system restoration charges as a condition of receiving the customers of another REP that has decided to terminate service to those customers for any reason, the new REP must not be assessed the 5% penalty upon such system restoration charges; however, the prior REP must not be relieved of the previously assessed penalties.
e.Remedies Upon Default.
    After the ten-calendar-day grace period (the 45th calendar day after the billing date) referred to in paragraph (d), the servicer must have the option to seek recourse against any cash deposit, affiliate guarantee, surety bond, letter of credit, or combination thereof provided by the REP, and avail itself of such legal remedies as may be


Docket No. 52302    Order    Page 38


appropriate to collect any remaining unpaid system restoration charges and associated penalties due the servicer after the application of the REP’s deposit or alternate form of credit support. In addition, a REP that is in default with respect to the requirements set forth in paragraphs (b), (c), or (d) above must, subject to the limitations and requirements of the bankruptcy code if the REP is a debtor in bankruptcy, select and implement one of the following options:
(i)    Allow the provider of last resort (POLR) or a qualified REP of the consumer’s choosing to immediately assume the responsibility for the billing and collection of system restoration charges.
(ii)    Immediately implement other mutually suitable and agreeable arrangements with the servicer. It is expressly understood that the servicer’s ability to agree to any other arrangements will be limited by the terms of the servicing agreement and requirements of each of the rating agencies that have rated the system restoration bonds necessary to avoid a suspension, withdrawal, or downgrade of the ratings on the system restoration bonds.
(iii)    Arrange that all amounts owed by retail customers for services rendered be timely billed and immediately paid directly into a lock-box controlled by the servicer with such amounts to be applied first to pay system restoration charges before the remaining amounts are released to the REP. All costs associated with this mechanism will be borne solely by the REP.
    If a REP that is in default fails to immediately select and implement one of the foregoing options or, after so selecting one of the foregoing options, fails to adequately meet its responsibilities thereunder, then the servicer must immediately implement option (i), subject to the limitations and requirements of the bankruptcy code if the REP is a debtor in bankruptcy. Upon re-establishment of compliance with the requirements set forth in paragraphs (b), (c) and (d) above and the payment of all past-due amounts and associated penalties, the REP will no longer be required to comply with this paragraph.


Docket No. 52302    Order    Page 39


f.Interest of REPs (including the POLR) in Funds Held by Servicer.
Any interest that a REP (including the POLR) may have in any funds in the hands of the servicer must be junior and subordinate to any and all rights of the indenture trustee or BondCo to such funds.
g.Billing by Providers of Last Resort, etc.
    The POLR appointed by the Commission must meet the minimum credit rating or deposit or credit support requirements described in paragraph (a) in addition to any other standards that may be adopted by the Commission. If the POLR defaults or is not eligible to provide such services, responsibility for billing and collection of system restoration charges will immediately be transferred to and assumed by the servicer until a new POLR can be named by the Commission or the customer requests the services of a certified REP. Retail customers may never be re-billed by the successor REP, the POLR, or the servicer for any amount of system restoration charges they have paid their REP (although future system restoration charges must reflect REP and other system-wide charge-offs). Additionally, if the amount of the penalty detailed in paragraph (d) is the sole remaining past-due amount after the 45th calendar day, the REP must not be required to comply with clauses (i), (ii), or (iii) of paragraph (e) above, unless the penalty is not paid within an additional 30 calendar days.
h.Disputes.
    In the event that a REP disputes any amount of billed system restoration charges, the REP must pay the disputed amount under protest according to the timelines detailed in paragraph (d). The REP and servicer must first attempt to informally resolve the dispute, but if they fail to do so within 30 calendar days, either party may file a complaint with the Commission. If the REP is successful in the dispute process (informal or formal), the REP must be entitled to interest on the disputed amount paid to the servicer at the Commission-approved interest rate. Disputes about the date of receipt of system restoration charge payments (and penalties arising thereof) or the size of a required REP deposit will be handled in a like manner. It is expressly intended that any interest paid by the servicer on disputed amounts must not be recovered through system restoration charges if it is determined that the servicer’s claim to the funds is clearly unfounded. No interest must be paid by the servicer if it is determined that the servicer has received


Docket No. 52302    Order    Page 40


inaccurate metering data from another entity providing competitive metering services under PURA § 39.107.
i.Metering Data.
    If the servicer is providing the metering, metering data will be provided to the REP at the same time as the billing. If the servicer is not providing the metering, the entity providing the metering services will be responsible for complying with Commission rules and ensuring that the servicer and the REP receive timely and accurate metering data in order for the servicer to meet its obligations under the servicing agreement and this Order with respect to billing and true-ups.
j.Charge-Off Allowance.
    The REP will be allowed to hold back an allowance for charge-offs in its payments to the servicer. Such charge-off rate will be recalculated each year in connection with the annual true-up procedure. On an annual basis in connection with the true-up process, the REP and the servicer will be responsible for reconciling the amounts held back with amounts actually written off as uncollectible in accordance with the terms agreed to by the REP and the servicer, provided that:
(i)    The REP’s right to reconciliation for write-offs will be limited to customers whose service has been permanently terminated and whose entire accounts (i.e., all amounts due the REP for its own account as well as the portion representing system restoration charges) have been written off.
(ii)    The REP’s recourse will be limited to a credit against future system restoration charge payments unless the REP and the servicer agree to alternative arrangements, but in no event will the REP have recourse to the indenture trustee, BondCo, or BondCo’s funds for such payments.
(iii)    The REP must provide information on a timely basis to the servicer so that the servicer can include the REP’s default experience and any subsequent credits into its calculation of the adjusted system-restoration-charge rates for the next system-restoration-charge billing period and the REP’s rights to credits will not take effect until after such adjusted system-restoration-charge rates have been implemented.


Docket No. 52302    Order    Page 41


k.Service Termination.
In the event that the servicer is billing consumers for system restoration charges, the servicer must have the right to terminate transmission and distribution service to the end-use customer for non-payment by the end-use customer under applicable Commission rules. In the event that a REP or the POLR is billing retail customers for system restoration charges, the REP or POLR must have the right to transfer the customer to the POLR (or to another certified REP) or to direct the servicer to terminate transmission and distribution service to the end-use customer for non-payment in accordance with the applicable Commission rules.
67.The proposed billing and collection standards for REPs and the applicability of those standards are appropriate for the collection of system restoration charges resulting from this Order, are reasonable, will lower risks associated with the collection of system restoration charges, and will result in lower system-restoration-bond charges and greater benefits to ratepayers. In addition, adoption of these standards will provide uniformity of standards for the billing and collection of system restoration charges for which Entergy Texas acts as servicer. Therefore, the proposed billing and collection standards for REPs and the applicability of those standards described in finding of fact numbers 64 through 66 should be approved.
6.System Restoration Bonds
68.BondCo will issue and sell system restoration bonds in one series consisting of one or more tranches. The legal final maturity date of any series of system restoration bonds will not exceed 15 years from the date of issuance of such series. The legal final maturity date of each series and tranche within a series and amounts in each series will be finally determined by Entergy Texas and the Commission’s designated representative, consistent with market conditions and indications of the rating agencies, at the time the system restoration bonds are priced, but subject to ultimate Commission review through the issuance advice letter process. Entergy Texas will retain sole discretion regarding whether or when to assign, sell, or otherwise transfer any rights concerning transition property arising under this Order, or to cause the issuance of any system restoration bonds authorized in this Order, subject to the right of the Commission to find that the proposed issuance does not comply with the requirements of PURA and this Order.


Docket No. 52302    Order    Page 42


BondCo will issue the system restoration bonds on or after the fifth business day after pricing of the system restoration bonds unless, before noon on the fourth business day following pricing of the bonds, the Commission issues an order finding that the proposed issuance does not comply with the requirements of PURA and this Order.
69.The Commission finds that the proposed structure—providing for substantially levelized annual revenue requirements over the expected life of the system restoration bonds—is in the public interest and should be used. The approved structure is reasonable and should be approved, provided that the issuance advice letter demonstrates that all of the statutory financial requirements are met. This restriction is necessary to ensure that the stated economic benefits to ratepayers materialize.
7.Security for System Restoration Bonds
70.The payment of the system restoration bonds and related charges authorized by this Order is to be secured by the transition property created by this Order and by certain other collateral as described in the application. Each series of the system restoration bonds will be issued under an indenture administered by the indenture trustee (any such indenture, the indenture, and the trustee under an indenture, the indenture trustee). The indenture will include provisions for a collection account for the series and subaccounts for the collection and administration of the system restoration charges and payment or funding of the principal and interest on the system restoration bonds and other costs, including fees and expenses, in connection with the system restoration bonds, as described in Entergy Texas’s application. In accordance with the indenture, BondCo will establish a collection account as a trust account to be held by the indenture trustee as collateral to ensure the payment of the principal, interest, and other costs approved in this Order related to the system restoration bonds in full and on a timely basis. The collection account will include the general subaccount, the capital subaccount, and the excess funds subaccount, and may include other subaccounts.
a.The General Subaccount
71.The indenture trustee will deposit the system-restoration-charge remittances that the servicer remits to the indenture trustee for the account of BondCo into one or more segregated trust accounts and allocate the amount of those remittances to the general


Docket No. 52302    Order    Page 43


subaccount. The indenture trustee will, on a periodic basis, apply moneys in this subaccount to pay expenses of BondCo, to pay principal and interest on the system restoration bonds, and to meet the funding requirements of the other subaccounts. The funds in the general subaccount will be invested by the indenture trustee in short-term high-quality investments, and such funds (including, to the extent necessary, investment earnings) will be applied by the indenture trustee to pay principal and interest on the system restoration bonds and all other components of the periodic payment requirement (PPR) (as defined in finding of fact number 87), and otherwise in accordance with the terms of the indenture.
b.The Capital Subaccount
72.When a series of system restoration bonds is issued, Entergy Texas will make a capital contribution to BondCo for that series, which BondCo will deposit into the capital subaccount. The amount of the capital contribution is expected to be not less than 0.5% of the original principal amount of each series of system restoration bonds, although the actual amount will depend on tax and rating agency requirements. The capital subaccount will serve as collateral to ensure timely payment of principal and interest on the system restoration bonds and all other components of the PPR. Any funds drawn from the capital account to pay these amounts due to a shortfall in the system-restoration-charge remittances will be replenished through future system-restoration-charge remittances. The funds in this subaccount will be invested by the indenture trustee in short-term high-quality investments, and such funds (including investment earnings) will be used by the indenture trustee to pay principal and interest on the system restoration bonds and all other components of the PPR. If Entergy Texas is required to make a capital contribution in excess of 0.5% of the original principal amount of any series of bonds, Entergy Texas will be authorized to receive an aggregate amount equal to the sum of the (i) actual amounts earned by the trustee from investment of the capital contribution (up to 0.5% of the original principal amount of such series) and (ii) an annual return at the authorized pre-tax return on equity established in Entergy Texas’s most recent base-rate case on the remainder of the capital contribution for such series. The required revenue, if any, to provide the annual return at the pre-tax equity return established in Entergy Texas’s most recent base-rate case is an ongoing qualified cost. Upon payment


Docket No. 52302    Order    Page 44


of the principal amount of all system restoration bonds and the discharge of all obligations that may be paid by use of system restoration charges, all amounts in the capital subaccount, including any investment earnings, will be released to BondCo for payment to Entergy Texas. Investment earnings in this subaccount may be released earlier in accordance with the indenture.
73.The capital contribution to BondCo should be funded by Entergy Texas. To ensure that ratepayers receive the appropriate benefit from the securitization approved in this Order, the proceeds from the sale of the system restoration bonds should not be applied towards this capital contribution. Because Entergy Texas funds the capital subaccount, Entergy Texas should receive the investment earnings earned through the indenture trustee’s investment of that capital from time to time and should receive return of that capital after all system restoration bonds have been paid.
c.The Excess Funds Subaccount
74.The excess funds subaccount will hold any system-restoration-charge remittances and investment earnings on the collection account (other than earnings attributable to the capital subaccount and released under the terms of the indenture) in excess of the amounts needed to pay current principal and interest on the system restoration bonds and to pay other PPRs (including, but not limited to, replenishing the capital subaccount). Any balance in or allocated to the excess funds subaccount on a true-up adjustment date will be subtracted from the periodic billing requirement (PBR) (as defined in finding of fact number 88) for purposes of the true-up adjustment. The money in this subaccount will be invested by the indenture trustee in short-term high-quality investments, and such money (including investment earnings thereon) will be used by the indenture trustee to pay principal and interest on the system restoration bonds and other PPRs.
d.Other Subaccounts
75.Other credit enhancements in the form of subaccounts may be utilized for the transaction provided that the Commission’s designated representative and Entergy Texas agree in advance that such enhancements provide benefits greater than their tangible and intangible costs.


Docket No. 52302    Order    Page 45


8.General Provisions
76.The collection account and the subaccounts described above are intended to provide for full and timely payment of scheduled principal and interest on the system restoration bonds and all other components of the PPR. If the amount of system restoration charges remitted to the general subaccount is insufficient to make all scheduled payments of principal and interest on the system restoration bonds and to make payment on all of the other components of the PPR, the excess funds subaccount and the capital subaccount will be drawn down, in that order, to make those payments. Any deficiency in the capital subaccount due to such withdrawals must be replenished to the capital subaccount on a periodic basis through the true-up process. In addition to the foregoing, there may be such additional accounts and subaccounts as are necessary to segregate amounts received from various sources (i.e., amounts received from REPs), or to be used for specified purposes. Such accounts will be administered and utilized as set forth in the servicing agreement and the indenture. Upon the maturity of the system restoration bonds and the discharge of all obligations in respect thereof, remaining amounts in the collection account, other than amounts that were in the capital subaccount, will be released to BondCo and equivalent amounts will be credited by Entergy Texas to customers in accordance with PURA § 39.262(g).
77.The use of a collection account and its subaccounts in the manner proposed by Entergy Texas is reasonable, will lower risks associated with the securitization and thus lower the costs to ratepayers, and should, therefore, be approved.
9.System Restoration Charges—Imposition and Collection, Nonbypassability, and Self-Generation
78.Entergy Texas seeks authorization to impose on and collect from its retail customers, and when and if Entergy Texas’s service territory becomes subject to retail competition, from REPs and from other entities which are authorized to bill, pay, or collect system restoration charges within Entergy Texas’s service territory, in the manner provided under this Order or the tariffs approved in this Order, system restoration charges in an amount sufficient to provide for the timely recovery of its qualified costs approved in this Order (including payment of principal and interest on the system restoration bonds and ongoing costs related to the system restoration bonds).


Docket No. 52302    Order    Page 46


79.System restoration charges may be separately identified on bills presented to retail customers, or if applicable, REPs and other entities obligated to pay or collect system restoration charges.
80.If such charges are not separately identified, customers will be notified at least annually that the transition property is owned by BondCo and not Entergy Texas.
81.Prior to the date when retail competition is introduced into Entergy Texas’s service area, if any retail customer does not pay the full amount of any bill to Entergy Texas, the amount paid by the customer will be applied in the following order of priority: first, to any amounts due with respect to customer deposits; second, to all electric service charges of Entergy Texas and to all system restoration charges on the bill, pari passu, based on the total amount billed; and third, to tax and charges billed to the customer. If there is more than one owner of transition property, or if the sole owner of transition property (or pledgee or pledgees) has issued multiple series of bonds, such partial collections representing system restoration charges must be allocated among such owners (or pledgee or pledgees), and among such series of system restoration bonds, pro-rata based on the amounts billed with respect to each series of system restoration bonds, provided that late fees and charges may be allocated to the servicer as provided in the tariff. If Entergy Texas’s service area becomes subject to retail competition and if a REP or other entity does not pay the full amount it has been billed, the amount paid by the REP or such other entity will first be apportioned between the system restoration charges and other fees and charges (including amounts billed and due in respect of transition charges or system restoration charges associated with transition bonds or system restoration bonds issued under other past or future financing orders), other than late fees, and second, any remaining portion of the payment will be allocated to late fees. The amount allocated to system restoration charges must be further allocated in the same manner as the second preceding sentence. This allocation will facilitate a proper balance between the competing claims to this source of revenue in an equitable manner.
82.The system restoration bonds may have a scheduled final payment not to exceed 14 years. However, amounts may still need to be recovered after the expiration of the scheduled final payment date. Entergy Texas proposed that the system restoration charges related to


Docket No. 52302    Order    Page 47


a series of system restoration bonds will be recovered over a period of not more than 15 years from the date of issuance of that series of the system restoration bonds but that amounts due at or before the end of that period for system restoration charges allocable to the 15-year period may be collected after the conclusion of the 15-year period.
83.PURA § 39.303(b) prohibits the recovery of system restoration charges for a period of time that exceeds 15 years. System restoration charges related to a series of system restoration bonds may not be collected for periods after 15 years from the date of issuance of that series of bonds. This restriction does not, however, prevent the collection of amounts due at the end of such 15-year period for system restoration charges allocable to such 15-year period.
84.Entergy Texas, acting as servicer, and any subsequent servicer, will collect system restoration charges from all retail customers, or, if applicable, REPs serving retail customers, located within Entergy Texas’s certificated service area as it existed on the date this Order is issued and from other entities that are required to bill, pay, or collect system restoration charges under this Order or the tariffs approved hereby. A retail customer within such area may not avoid system restoration charges by switching to another electric utility, electric cooperative, or municipally owned utility after the date this Order is issued. PURA requires that any customers in a multiply certificated service area will still be responsible for paying system restoration charges if they choose to switch to a different service provider on or after the date this Order is issued.58
85.A retail customer may not avoid the payment of system restoration charges by switching to new on-site generation. New on-site generation means electric generation capacity greater than 10 megawatts capable of being lawfully delivered to a site without use of utility distribution or transmission facilities and which was not, on or before the date this Order is issued, either (a) a fully operational facility, or (b) a project supported by substantially complete filings for all necessary site-specific environmental permits under the rules of the Texas Commission on Environmental Quality.59 If a customer commences taking energy from new on-site generation that materially reduces the customer’s use of energy delivered through Entergy Texas’s facilities, the customer will
58 See PURA §§ 39.252(c), 39.306, and 36.404.
59 See PURA §§ 36.404, 39.252(b)(1), and 39.262(k).


Docket No. 52302    Order    Page 48


pay an amount each month computed by multiplying the output of the on-site generation utilized to meet the internal electrical requirements of the customer by the applicable system restoration charges in effect for that month.60 Any reduction equivalent to more than 12.5% of the customer’s annual average use of energy delivered through Entergy Texas’s facilities will be considered material for this purpose. Payments of the system restoration charges owed by such ratepayers will be made to the servicer and will be collected in addition to any other charges applicable to services provided to the customer through Entergy Texas’s facilities and any other competition system restoration charges applicable to self-generation.61
86.Entergy Texas’s proposal related to imposition and collection of system restoration charges is reasonable and is necessary to ensure collection of system restoration charges sufficient to support recovery of the qualified costs approved in this Order and should be approved. It is reasonable to approve the form of Entergy Texas’s schedule SRC-2 found in appendix B to this Order and require that these tariff provisions be filed before any system restoration bonds are issued under this Order.
10.Allocation of Qualified Costs Among Customers
87.The PPR is the required periodic payment for a given period (e.g., annually, semiannually, or quarterly) due under the system restoration bonds. Each PPR includes the following: (a) the principal amortization of the system restoration bonds in accordance with the expected amortization schedule (including deficiencies of previously scheduled principal for any reason); (b) periodic interest on the system restoration bonds (including any accrued and unpaid interest); and (c) ongoing qualified costs consisting of the servicing fee, rating agencies’ fees, trustee fees, legal and accounting fees, other ongoing fees and expenses, and the costs, if any, of maintaining any credit enhancement. The initial PPR for the system restoration bonds issued under this Order should be updated in the issuance advice letter.
88.The PBR represents the aggregate dollar amount of system restoration charges that must be billed during a given period (e.g., annually, semiannually, or quarterly) so that the system-restoration-charge collections will be sufficient to meet the sum of all PPRs for
60 See PURA §§ 36.404 and 39.252(b)(2).
61 Id.


Docket No. 52302    Order    Page 49


that period, given (a) forecast usage data for the period, (b) forecast uncollectibles for the period, and (c) forecast lags in collection of billed system restoration charges for the period.
89.The system restoration costs which will be recovered through the system restoration charges authorized by this Order are allocated among the customer classes using the allocation factors and rate-design methodology approved in Docket No. 51997.
90.The Commission adopts the allocation factors and rate-design methodology approved in Docket No. 51997.
11.True-Up of System Restoration Charges
91.Under PURA § 39.307, the servicer of the system restoration bonds will make annual adjustments to the system restoration charges to:
(a)    correct any undercollections or overcollections, including without limitation any caused by REP defaults, during the preceding 12 months; and
(b)    ensure the billing of system restoration charges necessary to generate the collection of amounts sufficient to timely provide all scheduled payments of principal and interest (or deposits to sinking funds in respect of principal and interest) and any other amounts due in connection with the system restoration bonds (including ongoing fees and expenses and amounts required to be deposited in or allocated to any collection account or subaccount, trustee indemnities, payments due in connection with any expenses incurred by the indenture trustee or the servicer to enforce bondholder rights and all other payments that may be required under the waterfall of payments set forth in the indenture) during the period for which such adjusted system restoration charges are to be in effect.
With respect to any series of system restoration bonds, the servicer will make true-up adjustment filings with the Commission at least annually, within 45 days of the anniversary of the date of the original issuance of the system restoration bonds of that series. The Commission will have 15 days after the date of the true-up filing in which to confirm the accuracy of the servicer’s adjustment.
92.True-up filings will be based on the cumulative differences, regardless of the reason, between the PPR (including scheduled principal and interest payments on the system


Docket No. 52302    Order    Page 50


restoration bonds) and the amount of system-restoration-charge remittances to the indenture trustee. True-up procedures are necessary to ensure full recovery of amounts sufficient to meet the PPR over the expected life of the system restoration bonds. To assure adequate system-restoration-charge revenues to fund the PPR and to avoid large overcollections and undercollections over time, the servicer will reconcile the system restoration charges using Entergy Texas’s most recent forecast of electricity deliveries (i.e., forecasted billing units) and estimates of transaction-related expenses. The calculation of the system restoration charges will also reflect both a projection of uncollectible system restoration charges and a projection of payment lags between the billing and collection of system restoration charges based on Entergy Texas’s and the REPs’ most recent experience regarding collection of system restoration charges.
93.The servicer will make true-up adjustments in the following manner, known as the standard true-up procedure:
(a)    allocate the upcoming period’s PBR based on the allocation factors and rate-design methodology approved in this Order;
(b)    calculate undercollections or overcollections, including without limitation any caused by REP defaults, from the preceding period in each class by subtracting the previous period’s system-restoration-charge revenues collected from each class from the PBR determined for that class for the same period;
(c)    sum the amounts allocated to each customer class in steps (a) and (b) to determine an adjusted PBR for each system-restoration-charge customer class; and
(d)    divide the amount assigned to each customer class in step (c) above by the appropriate forecasted billing units to determine the system-restoration-charge rate by class for the upcoming period.
12.Interim True-Up
94.In addition to these annual true-up adjustments, true-up adjustments may be made by the servicer more frequently at any time during the term of the system restoration bonds to correct any undercollection or overcollection, as provided for in this Order, in order to assure timely payment of system restoration bonds based on rating agency and bondholder considerations. Further, the servicer must make a mandatory interim true-up


Docket No. 52302    Order    Page 51


adjustment semi-annually (or quarterly after the final scheduled payment date of the last tranche of the system restoration bonds):
(a)    if the servicer forecasts that system-restoration-charge collections will be insufficient to make all scheduled payments of principal, interest, and other amounts in respect of the system restoration bonds on a timely basis during the current or next succeeding payment period; or
(b)    to replenish any draws upon the capital subaccount.
95.In the event an interim true-up (whether mandatory or optional) is necessary, the interim true-up adjustment must use the methodology utilized in the most recent annual true-up and be filed not less than 15 days before the first billing cycle of the month in which the revised system restoration charges will be in effect. In no event will mandatory interim true-up adjustments occur more frequently than every six months if semi-annual system restoration bond payments are required, or every three months if quarterly system restoration bond payments are required, provided, however, that mandatory interim true-up adjustments after the final scheduled payment date of the last tranche of the system restoration bonds must occur quarterly.
13.Non-Standard True-Up
96.In accordance with the procedure set forth in finding of fact 98, a non-standard true-up procedure will be implemented as the annual true-up adjustment if the forecasted billing units for one or more of the system-restoration-charge customer classes (with the exception of standby and maintenance service, which charges are based on actual billing units) for an upcoming period decreases by more than 10% compared to the billing units approved in this Order (known as the threshold billing units), shown in appendix E to this Order.
97.In conducting the non-standard true-up the servicer will:
(a)    allocate the upcoming period’s PBR based on the allocation factors and rate-design methodology approved in this Order;
(b)    calculate undercollections or overcollections, including without limitation any caused by REP defaults, from the preceding period in each class by subtracting


Docket No. 52302    Order    Page 52


the previous period’s system-restoration-charge revenues collected from each class from the PBR determined for that class for the same period;
(c)    sum the amounts allocated to each customer class in steps (a) and (b) to determine an adjusted PBR for each system-restoration-charge customer class;
(d)    divide the PBR for each customer class by the maximum of the forecasted billing units or the threshold billing units for that class, to determine the threshold rate;
(e)    multiply the threshold rate by the forecasted billing units for each class to determine the expected collections under the threshold rate;
(f)    allocate the difference in the adjusted PBR and the expected collections calculated in step (e) among the system-restoration-charge customer classes using the allocation factors approved in this Order;
(g)    add the amount allocated to each class in step (f) above to the expected collection amount by class calculated in step (e) above to determine the final PBR for each class; and
(h)    divide the final PBR for each class by the forecasted billing units to determine the system-restoration-charge rate by class for the upcoming period.
98.A proceeding for the purpose of approving a non-standard true-up should be conducted in the following manner:
(a)    The servicer will make a non-standard true-up filing with the Commission at least 90 days before the date of the proposed true-up adjustment. The filing will contain the proposed changes to the system-restoration-charge-rates, justification for such changes as necessary to specifically address the cause(s) of the proposed non-standard true-up, and a statement of the proposed effective date.
(b)    Concurrently with the filing of the non-standard true-up with the Commission, the servicer will notify all parties in this docket of the filing of the proposal for a non-standard true-up.
(c)    The servicer will issue appropriate notice and the Commission will conduct a contested-case proceeding on the non-standard true-up proposal under PURA § 39.003.
The scope of the proceeding will be limited to determining whether the proposed adjustment complies with this Order. The Commission will issue a final order by the


Docket No. 52302    Order    Page 53


proposed true-up adjustment date stated in the non-standard true-up filing. In the event that the Commission cannot issue an order by that date, the servicer will be permitted to implement its proposed changes. Any modifications subsequently ordered by the Commission will be made by the servicer in the next true-up filing.
14.Additional True-Up Provisions
99.The true-up adjustment filing will set forth the servicer’s calculation of the true-up adjustment to the system restoration charges. As provided in schedule SRC-2, except for the non-standard true-up in findings of fact 96 through 98, the Commission will have 15 days after the date of a true-up adjustment filing in which to confirm the mathematical accuracy of the servicer’s adjustment. As provided in schedule SRC-2, except for the nonstandard true-up adjustment described above, any true-up adjustment filed with the Commission should be effective on its proposed effective date, which must be not less than 15 days after filing. Any necessary corrections to the true-up adjustment, due to mathematical errors in the calculation of such adjustment or otherwise, will be made in future true-up adjustment filings.
100.The true-up procedures contained in schedule SRC-2 are reasonable and will reduce risks related to the system restoration bonds, resulting in lower system-restoration-bond charges and greater benefits to ratepayers and should be approved.
101.The broad-based nature of the true-up mechanism and the pledge of the State of Texas embodied in PURA § 39.310, along with the bankruptcy remoteness of BondCo and the collection account, will serve to minimize credit risk associated with the system restoration bonds (i.e., that sufficient funds will be available and paid to discharge all principal and interest obligations when due).
15.Designated Representative
102.To ensure, as required by PURA § 39.301, that the structuring and pricing of the system restoration bonds result in the lowest system-restoration-bond charges consistent with market conditions and the terms of this Order, the Commission finds that it is necessary for the Commission or its designated representative to have a decision-making role co-equal with Entergy Texas with respect to the structuring and pricing of the system restoration bonds and that all matters related to the structuring and pricing of the system


Docket No. 52302    Order    Page 54


restoration bonds must be determined through a joint decision of Entergy Texas and the Commission or its designated representative. The Commission’s primary goal is to ensure that the structuring and pricing of the system restoration bonds result in the lowest system-restoration-bond charges consistent with market conditions and the terms of this Order.
103.The Commission or its designated representative must have an opportunity to participate fully and in advance in all plans and decisions relating to the structuring, marketing, and pricing of the system restoration bonds and must be provided timely information as necessary to allow it to participate in a timely manner (including, but not limited to, information prepared for the benefit of rating agencies and information prepared for use in marketing the system restoration bonds to investors).
104.The Commission or its designated representative may require a certificate from the bookrunning underwriter (or underwriters) confirming that the structuring, marketing, and pricing of the system restoration bonds resulted in the lowest system-restoration-bond charges consistent with market conditions, the marketing plan, and the terms of this Order.
105.Entergy Texas stated that it expected the following transaction documents to be executed in connection with each series of system restoration bonds issued under this Order and that it expected the form of each document to be consistent in all material respects with those used in its last securitization: administration agreement, indenture, limited liability company agreement, transition property servicing agreement, and transition property purchase and sale agreement. The Commission’s designated representative must be afforded an opportunity to review and comment on these documents before they are finalized, and the final versions must be consistent with this Order.
16.Lowest System-Restoration-Bond Charges
106.Entergy Texas has proposed a transaction structure that is expected to include (but is not limited to) the following:
(a)    the use of BondCo as issuer of the system restoration bonds, limiting the risks to system restoration bond holders of any adverse impact resulting from a bankruptcy proceeding of its parent or any affiliate;


Docket No. 52302    Order    Page 55


(b)    the right to impose and collect system restoration charges that are nonbypassable and which must be trued-up at least annually, but may be trued-up more frequently under certain circumstances, to assure the timely payment of the debt service and other ongoing qualified costs;
(c)    additional collateral in the form of a collection account that includes a capital subaccount funded in cash in an amount equal to not less than 0.5% of the original principal amount of the system restoration bonds and other subaccounts resulting in greater certainty of payment of interest and principal to investors and that are consistent with the IRS requirements that must be met to receive the desired federal income tax treatment for the system restoration bond transaction;
(d)    protection of system restoration bondholders against potential defaults by a servicer or REPs that are responsible for billing and collecting the system restoration charges from existing or future retail customers;
(e)    benefits for federal income tax purposes including the following: (i) the transfer of the rights under this Order to BondCo not resulting in gross income to Entergy Texas and the future revenues under the system restoration charges being included in Entergy Texas’s gross income under its usual method of accounting, (ii) the issuance of the system restoration bonds and the transfer of the proceeds of the system restoration bonds to Entergy Texas not resulting in gross income to Entergy Texas, and (iii) the system restoration bonds constituting obligations of Entergy Texas;
(f)    the system restoration bonds will be marketed using proven underwriting and marketing processes, through which market conditions and investors’ preferences, with regard to the timing of the issuance, the terms and conditions, related maturities, and other aspects of the structuring and pricing will be determined, evaluated and factored into the structuring and pricing of the system restoration bonds;
(g)    furnishing timely information to the Commission’s designated representative to allow the Commission through the issuance advice letter process to ensure that the structuring and pricing of the system restoration bonds result in the lowest


Docket No. 52302    Order    Page 56


system-restoration-bond charges consistent with market conditions and the terms of this Order; and
(h)    the use of hedging agreements to mitigate the risk of future rate increases if Entergy Texas and the Commission’s designated representative jointly determine that it is prudent to enter into these types of agreements.
107.Entergy Texas’s proposed transaction structure is necessary to enable the system restoration bonds to obtain the highest possible bond credit rating, ensures that the structuring and pricing of the system restoration bonds will result in the lowest system-restoration-bond charges consistent with market conditions and the terms of this Order, ensures the greatest benefit to ratepayers consistent with market conditions and the terms of this Order, and protects the competitiveness of the retail electric market.
108.To ensure that ratepayers receive the tangible and quantifiable economic benefits due from the proposed securitization and so that the proposed system-restoration-bond transaction will be in accordance with the standards set forth in PURA §§ 36.401, 36.403, 39.301, and 39.303, it is necessary that (a) the issuance advice letter demonstrates that the transaction is expected to provide benefits to customers on both the total-revenue (i.e., nominal) and present-value bases compared to collection of the securitized balance through conventional financing; (b) the scheduled final payment of the last tranche of system restoration bonds will not exceed 14 years (although the legal final maturity of the system restoration bonds may extend to 15 years), (c) the amortization of the system restoration bonds is structured to be in accordance with findings of fact 68 and 69, and (d) Entergy Texas otherwise satisfies the requirements of this Order.
109.To allow the Commission to fulfill its obligations under PURA related to the securitization approved in this Order, it is necessary for Entergy Texas, for each series of system restoration bonds issued, to certify to the Commission that the structure and pricing of that series results in the lowest system-restoration-bond charges consistent with market conditions at the time that the system restoration bonds are priced and the terms (including the specified amortization pattern) of this Order and, if additional credit enhancements or arrangements to enhance marketability were used, to certify that they


Docket No. 52302    Order    Page 57


are expected to provide benefits in excess of their cost as required by finding of fact numbers 40 through 43 of this Order.
D.Use of Proceeds
110.Upon the issuance of system restoration bonds, BondCo will use the net proceeds from the sale of the system restoration bonds (after payment of up-front qualified costs) to pay to Entergy Texas the purchase price of the transition property. The proceeds from the sale of the transition property will be applied by Entergy Texas to reduce its recoverable system restoration costs. The proposed accounting entries will result in removal of the regulatory asset representing the portion of recoverable system restoration costs from Entergy Texas’s balance sheet. Thereafter, bond proceeds will be used to refinance or retire debt or equity, or to fund capital expenditures to support utility operations and services. The specific application of the proceeds will be determined by market conditions and Entergy Texas’s expected future expenditures at the time the proceeds are received.
E.Informal Disposition
111.More than 15 days have passed since the completion of notice provided in this docket.
112.Cities, OPUC, TIEC, and Commission Staff are the only parties to this proceeding.
113.No party requested a hearing, and no hearing is needed.
114.Commission Staff recommended approval of the application.
115.This decision is not adverse to any party.
IV.Conclusions of Law
The Commission makes the following conclusions of law.
1.Entergy Texas is a public utility as the term is defined in PURA § 11.004 and an electric utility as the term is defined in PURA § 31.002(6).
2.Entergy Texas is entitled to file an application for a financing order under PURA § 36.401.
3.The Commission has jurisdiction and authority over Entergy Texas’s application under PURA §§ 14.001, 32.001, 36.401–.406 and 39.303.


Docket No. 52302    Order    Page 58


4.The Commission has authority to approve this Order under PURA chapter 36, subchapter I and chapter 39, subchapter G.
5.Notice of Entergy Texas’s application was provided in compliance with the Administrative Procedure Act62 and 16 TAC §§ 22.54 and 22.55.
6.This application does not constitute a major rate proceeding as defined by 16 TAC § 22.2.
7.PURA chapter 36, subchapter I allows an electric utility to securitize its system restoration costs as determined in separate proceedings under that subchapter.
8.BondCo will be an assignee as defined in PURA § 39.302(1) when an interest in the transition property created under this Order is transferred, other than as security, to BondCo.
9.The holders of the system restoration bonds and the indenture trustee will each be a financing party as defined in PURA § 39.302(3).
10.BondCo may issue system restoration bonds in accordance with this Order.
11.The securitization approved in this Order results in the removal of the regulatory asset representing the system restoration costs from Entergy Texas’s balance sheet satisfies the requirement of PURA § 36.401(a) dictating that the proceeds of the system restoration bonds must be used solely for the purposes of reducing the amount of recoverable system restoration costs, including the refinancing or retirement of utility debt or equity.
12.The securitization approved in this Order satisfies the requirement of PURA § 36.401(b)(2), mandating that the securitization provides tangible and quantifiable benefits to ratepayers greater than would have been achieved absent the issuance of system restoration bonds. Consistent with fundamental financial principles, this requirement in PURA § 36.401 can only be determined using an economic analysis to account for the time value of money. An analysis that compares in the aggregate over the expected life of the system restoration bonds, the present value of the revenue requirement associated with use of a customer surcharge (which is the alternative recovery method permitted under PURA to recover system restoration costs and reflects conventional utility financing) with the present value of the revenue required under
62 Tex. Gov’t Code §§ 2001.001–.903.


Docket No. 52302    Order    Page 59


securitization is an appropriate economic analysis to demonstrate whether securitization provides economic benefits to ratepayers.
13.PURA § 36.402(b) specifies that system restoration costs include carrying costs at the utility’s weighted-average cost of capital as last approved by the Commission in a general rate proceeding from the date the system restoration costs were incurred until they are recovered. As a result, for purposes of the present value, nominal revenue, and other financial tests, it is necessary to compute the revenue requirements associated with non-securitized rates reflecting conventional utility financing using a weighted-average cost of capital of 9.03%, which is the weighted-average cost of capital last approved in an Entergy Texas general rate proceeding.
14.BondCo’s issuance of the system restoration bonds approved in this Order in compliance with the criteria established by this Order satisfies the requirement of PURA § 39.301 prescribing that the structuring and pricing of the system restoration bonds will result in the lowest system restoration charges consistent with market conditions and the terms of this Order.
15.The amount approved in this Order for securitization does not exceed the present value of the revenue requirement over the life of the system restoration bonds approved in this Order that are associated with the costs sought to be securitized, as required by PURA § 39.301.
16.The securitization approved in this Order satisfies the requirements of PURA § 39.303(a) directing that the total amount of revenues to be collected under this Order be less than the revenue requirement that would be recovered using conventional financing methods and that this Order be in accordance with the standards of PURA § 39.301.
17.Under PURA §§ 36.401, 36.403, 39.301, and 39.303, the Commission has the ability to prohibit different financial options relating to the system restoration bonds if the evidence supports the finding that the financial option will not or is unlikely to result in the lowest system restoration charges consistent with market conditions. This Order adequately details the amount to be recovered and the period over which Entergy Texas will be permitted to recover nonbypassable system restoration charges in accordance with the


Docket No. 52302    Order    Page 60


requirements of PURA §§ 36.403 and 36.404. System restoration charges related to a series of system restoration bonds may not be collected after 15 years from the date of issuance of that series of bonds. This provision does not preclude the servicer from recovering system restoration charges attributable to service rendered during the 15-year period but remaining unpaid at the end of the 15-year period.
18.The method approved in this Order for collecting and allocating the system restoration charges satisfies the requirements of PURA § 36.403(g).
19.As provided in PURA § 39.303(d), this Order, together with the system restoration charges authorized by this Order, is irrevocable and not subject to reduction, impairment, or adjustment by further act of the Commission, except for the true-up procedures approved in this Order, as required by PURA § 39.307, provided, however, that such irrevocability must not preclude the Commission from extending the deadline for issuance of system restoration bonds if requested to do so by Entergy Texas.
20.As provided in PURA § 39.304(a), the rights and interests of Entergy Texas or its successor under this Order, including the right to impose, collect, and receive the system restoration charges authorized in this Order, are assignable and must become transition property when they are first transferred to BondCo.
21.The rights, interests, and property conveyed to BondCo in the transition property purchase and sale agreement and the related bill of sale, including the irrevocable right to impose, collect, and receive system restoration charges and the revenues and collections from system restoration charges are transition property within the meaning of PURA §§ 39.302(8) and 39.304.
22.Transition property will constitute a present property right for purposes of contracts concerning the sale or pledge of property, even though the imposition and collection of the system restoration charges depend on further acts by Entergy Texas or others that have not yet occurred, as provided by PURA § 39.304(b).
23.All revenues and collections resulting from the system restoration charges will constitute proceeds only of the transition property arising from this Order, as provided by PURA § 39.304(c).


Docket No. 52302    Order    Page 61


24.Upon the transfer by Entergy Texas of transition property to a BondCo, the BondCo will have all of the rights, title, and interest of Entergy Texas with respect to such transition property including the right to impose, collect, and receive the system restoration charges authorized by the Order.
25.The system restoration bonds issued under this Order will be system restoration bonds within the meaning of PURA §§ 36.403(e) and 39.302(6), and the system restoration bonds and holders thereof are entitled to all of the protections provided under chapter 36, subchapter I and chapter 39, subchapter G of PURA.
26.Amounts that are required to be paid to the servicer as system restoration charges under this Order or the tariffs approved hereby are transition charges as defined in PURA §§ 36.403(f) and 39.302(7), and the amounts collected from retail customers with respect to such system restoration charges are transition charges as defined in PURA §§ 36.403(f) and 39.302(7), whether or not such charges are set out as a separate line item on the retail customer’s bill.
27.Any payment of system restoration charges by a retail consumer to Entergy Texas, as servicer, or if applicable, to its REP, or to another entity responsible for collecting system restoration charges from retail consumers under this Order or the tariffs approved hereunder, will discharge the retail consumer’s obligations in respect of that payment, but in the case of a REP or an entity (other than Entergy Texas), any such payment will not discharge the obligations of any REP or other entity responsible for collecting system restoration charges from retail customers under this Order to remit such payments to the servicer of the system restoration bonds on behalf of the BondCo or an assignee or its obligations to pay amounts determined through subsequent true-up adjustments.
28.As provided in PURA § 39.305, the interests of an assignee, the holders of system restoration bonds, and the indenture trustee in transition property and in the revenues and collections arising from that property are not subject to setoff, counterclaim, surcharge, or defense by Entergy Texas or any other person or in connection with the bankruptcy of Entergy Texas or any other entity.


Docket No. 52302    Order    Page 62


29.The methodology approved in this Order to true up the system restoration charges satisfies the requirements of PURA §§ 36.401 and 39.307.
30.If and when Entergy Texas transfers to BondCo the right to impose, collect, and receive the system restoration charges and to issue the system restoration bonds, the servicer will be able to recover the system restoration charges associated with such transition property only for the benefit of BondCo and the holders of the system restoration bonds in accordance with the servicing agreement.
31.If and when Entergy Texas transfers its rights under this Order to BondCo under an agreement that expressly states that the transfer is a sale or other absolute transfer in accordance with the true-sale provisions of PURA § 39.308, then, in accordance with that statutory provision, that transfer will be a true sale of an interest in transition property and not a secured transaction or other financing arrangement and title, legal and equitable, to the transition property will pass to BondCo. As provided by PURA § 39.308, this true sale must apply regardless of whether the purchaser has any recourse against the seller, or any other term of the parties’ agreement, including the seller’s retention of an equity interest in the transition property, Entergy Texas’s role as the collector of system restoration charges relating to the transition property, or the treatment of the transfer as a financing for tax, financial reporting, or other purposes.
32.As provided in PURA § 39.309(b), a valid and enforceable lien and security interest in the transition property in favor of the holders of the system restoration bonds or a trustee on their behalf will be created by this Order and the execution and delivery of a security agreement with the holders of the system restoration bonds or a trustee on their behalf in connection with the issuance of the system restoration bonds. The lien and security interest will attach automatically from the time that value is received for the system restoration bonds and, on perfection through the filing of notice with the secretary of state in accordance with the rules prescribed by the secretary of state under PURA § 39.309(d), will be a continuously perfected lien and security interest in the transition property, and all proceeds of the transition property, whether accrued or not, will have priority in the order of filing and will take precedence over any subsequent judicial or other lien creditor.


Docket No. 52302    Order    Page 63


33.As provided in PURA § 39.309(c), the transfer of an interest in transition property to an assignee will be perfected against all third parties, including subsequent judicial or other lien creditors, when this Order becomes effective, transfer documents have been delivered to that assignee, and a notice of that transfer has been filed in accordance with the rules prescribed by the secretary of state under PURA § 39.309(d), provided, however, that if notice of the transfer has not been filed in accordance with this process within 10 days after the delivery of transfer documentation, the transfer of the interest will not be perfected against third parties until the notice is filed. The transfer to BondCo of Entergy Texas’s rights under this Order will be a transfer of an interest in transition property for purposes of PURA § 39.309(c).
34.As provided in PURA § 39.309(e), the priority of a lien and security interest perfected in accordance with PURA § 39.309 will not be impaired by any later change in the system restoration charges under PURA § 39.307 or by the commingling of funds arising from system restoration charges with other funds, and any other security interest that may apply to those funds will be terminated when they are transferred to a segregated account for an assignee or a financing party. To the extent that system restoration charges are not collected separately from other funds owed by REPs, the amounts to be remitted to such segregated account for an assignee or a financing party may be determined according to system-wide charge-off percentages, collection curves, or such other reasonable methods of estimation as are set forth in the servicing agreement.
35.As provided in PURA § 39.309(e), if transition property is transferred to an assignee, any proceeds of the transition property will be treated as held in trust for the assignee.
36.As provided in PURA § 39.309(f), if a default or termination occurs under the system restoration bonds, the financing parties or their representatives may foreclose on or otherwise enforce their lien and security interest in the relevant transition property as if they were secured parties under Chapter 9 of the Texas Business and Commerce Code, and, upon application by or on behalf of the financing parties, the Commission may order that amounts arising from the related system restoration charges be transferred to a separate account for the financing parties’ benefit, to which their lien and security interest may apply.


Docket No. 52302    Order    Page 64


37.As provided in PURA § 39.309(f), if a default or termination occurs under the system restoration bonds, on application by or on behalf of the financing parties, a district court of Travis County, Texas, must order the sequestration and payment to those parties of revenues arising from the system restoration charges.
38.As provided by PURA § 39.310, the system restoration bonds authorized by this Order are not a debt or obligation of the State of Texas and are not a charge on its full faith and credit or taxing power.
39.Under PURA § 39.310, the State of Texas has pledged for the benefit and protection of all financing parties and Entergy Texas, that it will not take or permit any action that would impair the value of transition property, or, except as permitted by PURA § 39.307, reduce, alter, or impair the system restoration charges to be imposed, collected, and remitted to any financing parties, until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the system restoration bonds have been paid and performed in full. In issuing system restoration bonds, BondCo is authorized under PURA § 39.310 and this Order to include this pledge in any documentation relating to the system restoration bonds.
40.As provided in PURA § 39.311, transactions involving the transfer and ownership of the transition property and the receipt of system restoration charges are exempt from state and local income, sales, franchise, gross receipts, and other taxes or similar charges.
41.This Order will remain in full force and effect and unabated notwithstanding the bankruptcy of Entergy Texas, its successors, or assignees.
42.Entergy Texas retains sole discretion regarding whether or when to assign, sell, or otherwise transfer the rights and interests created by this Order or any interest therein, or to cause the issuance of any system restoration bonds authorized by this Order, subject to the right of the Commission, acting through its designated representative to participate in the structuring, pricing, and marketing of the system restoration bonds, and the Commission’s authority through the issuance advice letter process to find that the proposed issuance does not comply with the requirements of PURA and this Order.


Docket No. 52302    Order    Page 65


43.This Order is final, is not subject to rehearing by this Commission, and is not subject to review or appeal except as expressly provided in PURA §§ 36.405(g) and 39.303(f). The finality of this Order is not impaired in any manner by the participation of the Commission through its designated representative in any decisions related to issuance of the system restoration bonds or by the Commission’s review of or issuance of an order related to the issuance advice letter required to be filed with the Commission by this Order.
44.This Order meets the requirements for a financing order under chapter 36, subchapter I and chapter 39, subchapter G of PURA.
45.The true-up mechanism and all other obligations of the State of Texas and the Commission set forth in this Order are direct, explicit, irrevocable, and unconditional upon issuance of the system restoration bonds and are legally enforceable against the State of Texas and the Commission in accordance with Texas law.
46.The requirements for informal disposition under 16 TAC § 22.35 have been met in this proceeding.
V.Ordering Paragraphs
In accordance with these findings of fact and conclusions of law, the Commission issues the following orders:
A.Approval
1.Approval of Application. The application of Entergy Texas for the issuance of a financing order under PURA §§ 36.403 and 39.303 is approved, as provided in this Order.
2.Authority to Securitize. Entergy Texas is authorized in accordance with this Order to securitize and to cause the issuance of system restoration bonds with a principal amount equal to the sum of the securitizable balance at the time the system restoration bonds are issued plus up-front qualified costs not to exceed $3.35 million plus (a) the cost of original-issue discount, credit enhancements, and other arrangements to enhance marketability as discussed in ordering paragraphs 6 and 23, (b) rating agency fees, (c) SEC registration fees, (d) the cost of the Commission’s financial advisor and its legal


Docket No. 52302    Order    Page 66


counsel, if any, and any additional costs incurred by Entergy Texas to comply with the requests and recommendations of the Commission’s financial advisor, and (e) any costs incurred by Entergy Texas if this Order is appealed; however, no component of the capped up-front qualified costs will be subject to an individual cap. The securitizable balance as of any given date is equal to the balance of system restoration costs as determined in Docket No. 51997 plus carrying costs related to hurricanes Laura and Delta in 2020 and the 2021 winter storm Uri through the date the system restoration bonds are issued and minus all insurance proceeds, government grants, and other sources of funding that have been received by Entergy Texas that compensate Entergy Texas for the system restoration costs at the time of the application for this Order. If the actual up-front qualified costs are less than the up-front qualified costs included in the principal amount securitized, the periodic billing requirement for the first annual true-up adjustment must be reduced by the amount of such unused funds (together with interest, if any, earned from the investment of such funds). If the final up-front qualified costs are more than the up-front qualified costs included in the principal amount securitized, Entergy Texas may request recovery of the remaining up-front qualified costs in a future ratemaking proceeding, provided, however, that Entergy Texas may not request recovery of amounts that would cause the aggregate recoverable amounts for capped costs to exceed the cap on up-front qualified costs set forth in this Order.
3.Accumulated Deferred Federal Income Tax Benefit. Entergy Texas must calculate and place into effect, contemporaneous with the implementation of system restoration charges, schedule SCO-2 as described in findings of fact 28 through 31. Schedule SCO-2 must be subject to adjustment, as necessary, to accurately reflect the amount of ADFIT benefit available over the period of the rider’s existence, through a filing submitted by Entergy Texas at the same time it submits its periodic system restoration charge true-up adjustment filings. Implementation and adjustment of schedule SCO-2 must use the same allocation factors, rate-design methodology, and billing determinants as the system restoration charge implementation and true-up adjustment filings. The ADFIT benefits associated with such system restoration costs must not be applied to reduce the securitizable balance, nor may the ADFIT balance associated with such system restoration costs be used to reduce rate base in future proceedings. Schedule SCO-2 and


Docket No. 52302    Order    Page 67


the obligation to provide the ADFIT credit must not be transferred to BondCo, must not be or become transition property as defined in PURA § 39.302(8), but must be and remain a separate unsecuritized rate credit of Entergy Texas.
4.Recovery of System Restoration Charges. Entergy Texas must impose on, and the servicer must collect from all existing and future retail customers located within Entergy Texas’s service area as it exists on the date of this Order and other entities which, under the terms of this Order or the tariffs approved hereby, are required to bill, pay, or collect system restoration charges, as provided in this Order, system restoration charges in an amount sufficient to provide for the timely recovery of its aggregate qualified costs detailed in this Order (including payment of principal and interest on the system restoration bonds). If Entergy Texas’s service territory becomes subject to retail competition, REPs and other entities responsible for collecting system restoration charges from retail customers under this Order must pay the system restoration charges billed to them whether or not they collect the system restoration charges from their retail customers.
5.Provision of Information. Entergy Texas must take all necessary steps to ensure that the Commission or its designated representative is provided sufficient and timely information to allow the Commission or its designated representative to fully participate in and exercise its decision-making authority over the proposed securitization as provided in this Order.
6.Issuance Advice Letter. For each series of system restoration bonds issued, Entergy Texas must submit a draft issuance advice letter to Commission Staff for review not later than two weeks before the expected date of commencement of marketing the system restoration bonds. With the approval of the Commission’s designated representative, the actual date of the commencement of marketing may be a date other than the expected date. Within one week after receipt of the draft issuance advice letter, Commission Staff must provide Entergy Texas comments and recommendations regarding the adequacy of the information provided. Not later than the end of the first business day after the pricing of the system restoration bonds and before issuance of the system restoration bonds, Entergy Texas, in consultation with the Commission acting through its designated


Docket No. 52302    Order    Page 68


representative, must file with the Commission an issuance advice letter in substantially the form of the issuance advice letter attached as appendix A to this Order. As part of the issuance advice letter, Entergy Texas, through an officer of Entergy Texas, must provide a certification worded precisely as the statement in the form of issuance advice letter approved by the Commission. The issuance advice letter must be completed, must evidence the actual dollar amount of the initial system restoration charges and other information specific to the system restoration bonds to be issued, and must certify to the Commission that the structure and pricing of that series results in the lowest system restoration charges consistent with market conditions at the time that the system restoration bonds are priced and with the terms set out in this Order. In addition, if original-issue discount, additional credit enhancements, or arrangements to enhance marketability are used, the issuance advice letter must include certification that the original-issue discount, additional credit enhancements, or other arrangements are reasonably expected to provide benefits as required by this Order. All amounts that require computation must be computed using the mathematical formulas contained in the form of the issuance advice letter in appendix A to this Order and schedule SRC-2 approved in this Order. Electronic spreadsheets with the formulas supporting the schedules contained in the issuance advice letter must be included with such letter. The Commission’s review of the issuance advice letter must be limited to the arithmetic accuracy of the calculations and to compliance with PURA, this Order, and the specific requirements that are contained in the issuance advice letter. The initial system restoration charges and the final terms of the system restoration bonds set forth in the issuance advice letter must become effective on the date of issuance of the system restoration bonds (which must not occur before the fifth business day after pricing) unless before noon on the fourth business day after pricing the Commission issues an order finding that the proposed issuance does not comply with the requirements set forth above in this ordering paragraph.
7.Approval of Tariffs. The form of schedule SRC-2 attached as appendix B to this Order and the form of schedule SCO-2 attached as appendix D to this Order are approved. Before the issuance of any system restoration bonds under this Order, Entergy Texas


Docket No. 52302    Order    Page 69


must file tariffs that conform to the form of the schedule SRC-2 tariff and the schedule SCO-2 tariff provisions attached to this Order.
B.System Restoration Charges
8.Imposition and Collection. Entergy Texas is authorized to impose on, and the servicer is authorized to collect from, all existing and future retail customers located within Entergy Texas’s service area as it existed on the date this Order is issued (and if retail competition is introduced into such service area, from REPs and other entities that, under the terms of this Order or the tariffs approved hereby are required to bill, pay, or collect system restoration charges) system restoration charges in an amount sufficient to provide for the timely recovery of the aggregate periodic payment requirements (including payment of principal and interest on the system restoration bonds), as approved in this Order.
9.BondCo’s Rights and Remedies. Upon the transfer by Entergy Texas of the transition property to BondCo, BondCo must have all the rights, title, and interest of Entergy Texas 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 authorize disconnection of electric service and to assess and collect any amounts payable by any retail customer in respect of the transition property. If system restoration bonds are issued in more than one series, then the transition property transferred as a result of each issuance must be only those rights associated with that portion of the total amount authorized to be securitized under this Order which is securitized by such issuance. The rights to impose, collect, and receive system restoration charges along with the other rights arising under this Order as they relate to any portion of the total amount authorized to be securitized that remains unsecuritized must remain with Entergy Texas and must not become transition property until transferred to the BondCo in connection with a subsequent issuance of system restoration bonds.
10.Collector of System Restoration Charges. Entergy Texas or any subsequent servicer of the system restoration bonds must bill a consumer or other entity that, under the terms of this Order or the tariffs approved hereby, is required to bill or collect system restoration charges, for the system restoration charges attributable to that consumer.


Docket No. 52302    Order    Page 70


11.Collection Period. The system restoration charges related to a series of system restoration bonds must be designed to be collected over the scheduled life of the system restoration bonds, which may not exceed 14 years. However, to the extent that any amounts are not recovered at the end of this period, Entergy Texas may continue to recover them over a period ending not more than 15 years from the date of issuance of that series of system restoration bonds. Amounts remaining unpaid after this 15-year period may be recovered but only to the extent that the charges are attributable to system restoration charges allocable to the 15-year period.
12.Allocation. Entergy Texas must allocate the system restoration charges among customer classes and design the system-restoration charges in the manner described in this Order.
13.Nonbypassability. Entergy Texas and any other entity providing electric transmission or distribution services and any REP providing services to any retail customer within Entergy Texas’s certificated service area as it existed on the date this Order is issued are entitled to collect and must remit, in accordance with this Order, the system restoration charges from such retail customers, including certain retail consumers that switch to certain new on-site generation, and such retail consumers are required to pay such system restoration charges. The Commission will ensure that such obligations are undertaken and performed by Entergy Texas, any other entity providing electric transmission or distribution services within Entergy Texas’s certificated service area as it exists on the date this Order is issued, and any REP providing services to any retail customer within such certificated service area.
14.True-Ups. True-ups of the system restoration charges, including non-standard true-ups, must be undertaken and conducted as described in schedule SRC-2. The servicer must file the true-up adjustments in a compliance docket and must give notice of the filing to all parties in this docket. If system restoration bonds are issued in more than one series, then each series will be subject to separate true-up adjustments under PURA and this Order, provided, however, that more than one series may be trued-up in a single proceeding.
15.Ownership Notification. Any entity that bills system restoration charges to retail customers must at least annually provide written notification to each retail customer for


Docket No. 52302    Order    Page 71


which the entity bills system restoration charges that the system restoration charges are the property of BondCo and not of the entity issuing such bill.
C.System Restoration Bonds
16.Issuance. BondCo is authorized to issue bonds as specified in this Order. The ongoing qualified costs described in appendix C may be recovered directly through the system restoration charges. The system restoration bonds must be denominated in United States dollars.
17.Up-Front Qualified Costs. Entergy Texas may securitize up-front qualified costs in accordance with the terms of this Order, which provide that the total amount for up-front qualified cost must not exceed $3.35 million plus (a) the cost of original-issue discount, credit enhancements, and other arrangements to enhance marketability as discussed in ordering paragraphs 6 and 23, (b) rating agency fees, (c) SEC registration fees, (d) the cost of the Commission’s financial advisor and its legal counsel, if any, and any additional costs incurred by Entergy Texas to comply with the requests and recommendations of the Commission’s financial advisor, and (e) any costs incurred by Entergy Texas if this Order is appealed.
18.Ongoing Qualified Costs. Entergy Texas may recover its actual ongoing qualified costs through its system restoration charges, subject to the caps on the servicing fees and administrative fees (which are applicable as long as Entergy Texas serves as servicer or administrator, as applicable) set forth in finding of fact number 33 and appendix C to this Order. Ongoing qualified costs other than the servicing and administrative fees of Entergy Texas as servicer and administrator are not capped by this Order; however, the total amount included in the first-period schedule SRC-2 rates will include a $50,000 reduction as shown in appendix C. Ongoing qualified costs also include an annual return at the authorized pre-tax return on equity determined in Entergy Texas’s most recent base-rate case on the amount, if any, of invested capital in excess of 0.5% of the principal amount of each series of bonds as discussed in finding of fact number 72. The amount of ongoing qualified costs is subject to updating in the issuance advice letter to reflect a change in the size of the system restoration bond issuance, any decision to issue the bonds in more than one series and other information available at the time of submission


Docket No. 52302    Order    Page 72


of the issuance advice letter. As provided in ordering paragraph 29, a servicer other than Entergy Texas may collect a servicing fee higher than that set forth in appendix C to this Order if such higher fee is approved by the Commission and the indenture trustee.
19.Refinancing. Entergy Texas or any assignee may apply for one or more new financing orders under PURA § 39.303(g).
20.Collateral. All transition property and other collateral must be held and administered by the indenture trustee under the indenture as described in Entergy Texas’s application. BondCo must establish a collection account with the indenture trustee as described in findings of fact 70 through 76. Upon payment of the principal amount of all system restoration bonds authorized in this Order and the discharge of all obligations in respect thereof, all amounts in the collection account, including investment earnings, other than amounts in the capital subaccount, must be released by the indenture trustee to BondCo for distribution in accordance with ordering paragraph 21. Entergy Texas must notify the Commission within 30 days after the date that these funds are eligible to be released of the amount of such funds available for crediting to the benefit of ratepayers.
21.Distribution Following Repayment. Following repayment of the system restoration bonds authorized in this Order and release of the funds held by the trustee, the servicer, on behalf of BondCo, must distribute to current retail consumers (or, if applicable because of the existence of retail competition, REPs and other entities responsible for collection of system restoration charges from retail customers), the final balance of the general, excess funds, and all other subaccounts (except the capital subaccount), whether such balance is attributable to principal amounts deposited in such subaccounts or to interest thereon, remaining after all other qualified costs have been paid. The amounts must be distributed to each retail rate class (or, if applicable, REP and other entity) that paid schedule SRC-2 system restoration charges during the last 12 months that the schedule SRC-2 system restoration charges were in effect. BondCo or its successor in interest to the transition property must, to the extent the capital subaccount is not depleted below its original amount, also distribute to retail consumers (or, if applicable, REPs and other entities responsible for collection of system restoration charges from retail ratepayers) any subsequently collected system restoration charges.  The amount paid to


Docket No. 52302    Order    Page 73


each retail consumer (or, if applicable, REP or other entity) must be determined by multiplying the total amount available for distribution by a fraction, the numerator of which is the total schedule SRC-2 system restoration charges paid by the retail rate class (or, if applicable, REP or other entity) during the last 12 months schedule SRC-2 charges were in effect and the denominator of which is the total schedule SRC-2 system restoration charges paid by all retail rate classes (or, if applicable, REPs and other entities responsible for collection of system restoration charges from retail customers) during the last 12 months the schedule SRC-2 system restoration charges were in effect. The amount allocated by each class must be divided by the forecasted billing units for the month in which the refund will take place in order to arrive at a per-customer refund amount per kWh or kW, as applicable.
22.Funding of Capital Subaccount. The capital contribution by Entergy Texas to be deposited into the capital subaccount must, with respect to BondCo and series of system restoration bonds, be funded by Entergy Texas and not from the proceeds of the sale of system restoration bonds. Upon payment of the principal amount of all system restoration bonds and the discharge of all obligations in respect thereof, all amounts in the capital subaccount, including investment earnings, and any amounts required to replenish the capital subaccount to the level of Entergy Texas’s capital contribution and any unpaid authorized return on capital contributions in excess of 0.5% of the original principal amount of the system restoration bonds, if any, for a series of system restoration bonds must be released to BondCo for payment to Entergy Texas. Investment earnings in this subaccount and authorized return on capital contributions in excess of 0.5% of the original principal amount of the system restoration bonds, if any, may be released earlier in accordance with the indenture.
23.Original-Issue Discount, Credit Enhancement. Entergy Texas may provide original-issue discount or provide for various forms of credit enhancement, including letters of credit, an overcollateralization subaccount or other reserve accounts, surety bonds, and other mechanisms designed to promote the credit quality or marketability of the system restoration bonds to the extent not prohibited by this Order. The decision to use such arrangements to enhance credit or promote marketability must be made in conjunction


Docket No. 52302    Order    Page 74


with the Commission acting through its designated representative. Entergy Texas may not enter into an interest-rate swap, currency hedge, or interest-rate hedging arrangement. Entergy Texas may include the costs of credit enhancements or other arrangements to promote credit quality or marketability as qualified costs only if Entergy Texas certifies that such arrangements are reasonably expected to provide benefits greater than their cost and such certifications are agreed to by the Commission’s designated representative. Entergy Texas must not be required to enter any arrangements to promote credit quality or marketability unless all related costs and liabilities can be included in qualified costs. Entergy Texas and the Commission’s designated representative must evaluate the relative benefits of the arrangements in the same way that benefits are quantified under the quantifiable benefits test. This ordering paragraph does not apply to the collection account or its subaccounts approved in this Order.
24.Annual Weighted-Average Interest Rate of Bonds. The effective weighted-average interest rate of the system restoration bonds, excluding up-front and ongoing costs, must not exceed 6.25%.
25.Life of Bonds. The legal final maturity date of the system restoration bonds authorized by this Order will not exceed 15 years.
26.Amortization Schedule. The Commission approves the amortization schedule, and the system restoration bonds must be structured to provide a system restoration charge that is designed to produce substantially level annual debt service over the expected life of the system restoration bonds.
27.Commission Participation in Bond Issuance. The Commission, acting through its designated representative, must participate directly with Entergy Texas in negotiations regarding the structuring, pricing, and marketing and must have equal rights with Entergy Texas to approve or disapprove the proposed structuring, pricing, and marketing of the system restoration bonds. The Commission’s designated representative must have the right to participate fully and in advance regarding all aspects of the structuring, pricing, and marketing of the system restoration bonds (and all parties must be notified of the designated representative’s role) and must be provided timely information that is necessary to fulfill its obligation to the Commission. The Commission directs its


Docket No. 52302    Order    Page 75


designated representative to advise the Commission of any proposal that does not comply in any material respect with the criteria established in this Order and to promptly inform Entergy Texas and the Commission of any items that, in the designated representative’s opinion, are not reasonable. Although this Order is written in the context of an underwritten offering, nothing herein must be construed to preclude issuance of the system restoration bonds through a competitive bid offering or private placement if Entergy Texas and the Commission’s designated representative agree that Entergy Texas should do so. The Commission’s designated representative must notify Entergy Texas and the Commission no later than 12:00 p.m. central standard time on the business day after the Commission’s receipt of the issuance advice letter for each series of system restoration bonds whether the structuring, marketing, and pricing of that series of system restoration bonds complies with the criteria established in this Order.
28.Use of BondCo. Entergy Texas must use BondCo, a special purpose transition funding entity, as proposed in its application, in conjunction with the issuance of a series of system restoration bonds authorized under this Order. BondCo must be funded with an amount of capital that is sufficient for BondCo to carry out its intended functions and to avoid the possibility that Entergy Texas would have to extend funds to BondCo in a manner that could jeopardize the bankruptcy remoteness of BondCo. Entergy Texas may create more than one BondCo in which event, the rights, structure, and restrictions described in this Order with respect to BondCo would be applicable to each purchaser of transition property to the extent of the transition property sold to it and the system restoration bonds issued by it.
D.Servicing
29.Servicing Agreement. The Commission authorizes Entergy Texas to enter into the servicing agreement with BondCo and to perform the servicing duties approved in this Order. Without limiting the foregoing, in its capacity as initial servicer of the transition property, Entergy Texas is authorized to calculate, bill, and collect for the account of BondCo the system restoration charges initially authorized in this Order, as adjusted from time to time to meet the periodic payment requirements as provided in this Order, and to make such filings and take such other actions as are required or permitted by this Order in


Docket No. 52302    Order    Page 76


connection with the periodic true-ups described in this Order. The servicer must be entitled to collect servicing fees in accordance with the provisions of the servicing agreement, provided that, as set forth in appendix C, the annual servicing fee payable to Entergy Texas while it is serving as servicer (or to any other servicer affiliated with Entergy Texas) must not at any time exceed 0.10% of the initial principal amount of the system restoration bonds. The annual servicing fee payable to any other servicer not affiliated with Entergy Texas must be subject to approval by the Commission if it will exceed 0.60% of the original principal amount securitized. The revenues collected by Entergy Texas, or by any affiliate of Entergy Texas acting as either the servicer or administrator, under the servicing agreement and the administration agreement must be included as an identified revenue credit and reduce revenue requirements for the ratepayers’ benefit in any Entergy Texas base-rate proceeding. The expenses of acting as the servicer or administrator must likewise be included as a cost of service in any Entergy Texas base-rate proceeding.
30.Administration Agreement. The Commission authorizes Entergy Texas to enter into an administration agreement with each BondCo to provide the services covered by the administration agreements in Entergy Texas’s prior securitization transactions. The fee charged by Entergy Texas as administrator under that agreement must not exceed $100,000 per annum per BondCo plus reimbursable third-party costs.
31.Servicing and Administration Agreement Revenues. The servicing and administrative fees collected by Entergy Texas, or any affiliate of Entergy Texas, acting as either the servicer or the administrator under the servicing agreement or administration agreement, must be included as a revenue credit and reduce revenue requirements in each Entergy Texas base-rate case. The expenses incurred by Entergy Texas or such affiliate to perform obligations under the servicing agreement and the administration agreement must likewise be included as a cost of service in each Entergy Texas base-rate case.
32.Replacement of Entergy Texas as Servicer. Upon the occurrence of an event of default under the servicing agreement relating to the servicer’s performance of its servicing functions with respect to the system restoration charges, the financing parties may replace Entergy Texas as the servicer in accordance with the terms of the servicing agreement. If


Docket No. 52302    Order    Page 77


the servicing fee of the replacement servicer will exceed the applicable maximum servicing fee specified in ordering paragraph 29, the replacement servicer must not begin providing service until (a) the date the Commission approves the appointment of such replacement servicer or (b) if the Commission does not act to either approve or disapprove the appointment, the date which is 45 days after notice of appointment of the replacement servicer is provided to the Commission. No entity may replace Entergy Texas as the servicer in any of its servicing functions with respect to the system restoration charges and the transition property authorized by this Order if the replacement would cause any of the then current credit ratings of the system restoration bonds to be suspended, withdrawn, or downgraded.
33.Amendment of Agreements. The parties to the servicing agreement, administration agreement, indenture, and transition property purchase and sale agreement may amend the terms of such agreements, provided, however, that no amendment to any such agreement may increase the ongoing qualified costs without the approval of the Commission. Any amendment that does not increase the ongoing qualified costs must be effective without prior Commission authorization. Any amendment to any such agreement that may have the effect of increasing ongoing qualified costs must be provided by BondCo to the Commission along with a statement as to the possible effect of the amendment on the ongoing qualified costs. The amendment must become effective on the later of (a) the date proposed by the parties to the amendment or (b) 31 days after such submission to the Commission unless the Commission issues an order disapproving the amendment within a 30-day period.
34.Collection Terms. The servicer must remit collections of the system restoration charges to BondCo or the indenture trustee for BondCo’s account in accordance with the terms of the servicing agreement.
35.Contract to Provide Service. To the extent that any interest in the transition property created by this Order is assigned, sold, or transferred to an assignee, Entergy Texas must enter into a contract with that assignee that requires Entergy Texas (or its successor) to continue to operate its transmission and distribution system (or if by law Entergy Texas or its successor is no longer required to own or operate both the transmission and


Docket No. 52302    Order    Page 78


distribution systems, then Entergy Texas’s distribution system) in order to provide electric services to Entergy Texas’s customers, provided, however, that this provision must not prohibit Entergy Texas from selling, assigning, or otherwise divesting its transmission and distribution systems or any part thereof so long as the entities acquiring such systems agree to continue operating the facilities to provide electric service to Entergy Texas’s customers.
36.SEC Requirements. Each REP or other entity responsible for collecting system restoration charges from retail customers must furnish to BondCo or Entergy Texas or to any successor servicer information and documents necessary to enable BondCo or Entergy Texas or any successor servicer to comply with their respective disclosure and reporting requirements, if any, with respect to the system restoration bonds under federal securities laws.
E.Retail Electric Providers
37.REP Billing and Credit Standards. The Commission approves the REP standards detailed in finding of fact 66. These proposed REP standards relate only to the billing and collection of system restoration charges authorized under this Order when and if retail competition is introduced into Entergy Texas’s service territory and do not apply to collection of any other nonbypassable charges or other charges. The standards apply to all future REPs other than REPs that have contracted with Entergy Texas to have Entergy Texas bill and collect system restoration charges from retail customers. REPs may contract with parties other than Entergy Texas to bill and collect system restoration charges from retail customers, but such REPs must remain subject to these standards. Upon adoption of any amendment to the rules governing REP standards as set out in 16 TAC § 25.108, Commission Staff must initiate a proceeding to investigate the need to modify the standards adopted in this Order to conform to that rule and to address whether each of the rating agencies that have rated the system restoration bonds will determine that such modifications will not cause a suspension, withdrawal, or downgrade of the ratings on the system restoration bonds. Modifications to the REP standards adopted in this Order may not be implemented absent prior written confirmation (or deemed inapplicability of such confirmation requirement) from each of the rating agencies that


Docket No. 52302    Order    Page 79


have rated the system restoration bonds that such modifications will not cause a suspension, withdrawal, or downgrade of the ratings on the system restoration bonds. The servicer of the system restoration bonds must also comply with the provisions of the REP standards adopted by this Order that are applicable to the servicer.
38.System-Restoration-Charge Remittance Procedures. If Entergy Texas’s service territory becomes subject to retail competition, system restoration charges must be billed and collected in accordance with the REP standards adopted by this Order. REPs must be subject to penalties as provided in these standards. A REP must not be obligated to pay the overdue system restoration charges of another REP whose customers it agrees to serve.
39.Remedies Upon REP Default. A servicer of system restoration bonds must have the remedies provided in the REP standards adopted by this Order. If a REP that is in default fails to immediately select and implement one of the options provided in the REP standards or, after making its selection, fails to adequately meet its responsibilities under the selected option, then subject to the limitations and requirements of the bankruptcy code if the REP is a debtor in bankruptcy, the servicer must immediately cause the POLR or a qualified REP to assume the responsibility for the billing and collection of system restoration charges in the manner and for the time provided in the REP standards.
40.Billing by POLRs. Every POLR appointed by the Commission must comply with the minimum credit rating or deposit or credit support requirements described in the REP standards in addition to any other standard that may be adopted by the Commission. If the POLR defaults or is not eligible to provide billing and collection services, the servicer must immediately assume responsibility for billing and collection of system restoration charges and continue to meet this obligation until a new POLR can be named by the Commission or the customer requests the services of a REP in good standing. Retail customers may never be directly re-billed by the successor REP, the POLR, or the servicer for any amount of system restoration charges the retail customers have previously paid to their REP.


Docket No. 52302    Order    Page 80


41.Disputes. Disputes between a REP and a servicer regarding any amount of billed system restoration charges must be resolved in the manner provided by the REP standards adopted by this Order.
42.Metering Data. If the servicer is providing metering services to a REP’s retail customers, then metering data must be provided to the REP at the same time as the billing. If the servicer is not providing metering services, the entity providing metering services must comply with Commission rules and ensure that the servicer and the REP receive timely and accurate metering data in order for the servicer to meet its obligations under the servicing agreement and this Order.
43.Charge-Off Allowance. The REP may retain an allowance for charge-offs from its payments to the servicer as provided in the REP standards adopted by this Order.
44.Service Termination. In the event that the servicer is billing consumers for system restoration charges, the servicer must have the right to terminate transmission and distribution service to the end-use consumer for non-payment by the end-use consumer under applicable Commission rules. In the event that a REP or the POLR is billing consumers for system restoration charges, the REP or POLR must have the right to transfer the consumer to the POLR or to another certified REP or to direct the servicer to terminate transmission and distribution service to the end-use consumer for non-payment by the end-use consumer to the extent permitted by and in accordance with terms and limitations of the applicable Commission rules.
F.Structure of the Securitization
45.Structure. Entergy Texas must structure the securitization as proposed in Entergy Texas’s application. This structure must be in accordance with findings of fact 102 through 105.
G.Use of Proceeds
46.Use of Proceeds. Upon the issuance of system restoration bonds, BondCo must pay the net proceeds from the sale of the system restoration bonds (after payment of up-front qualified costs) to Entergy Texas for the purchase price of the transition property. Entergy Texas will apply these net proceeds to reduce recoverable system restoration


Docket No. 52302    Order    Page 81


costs. Thereafter, bond proceeds will be used to refinance or retire debt or equity or to fund capital expenditures to support utility operations and services.
H.Miscellaneous Provisions
47.Continuing Issuance Right. Entergy Texas has the continuing irrevocable right to cause the issuance of system restoration bonds in one or more series in accordance with this Order for a period commencing with the date of this Order and extending 24 months following the later of the date on which this Order becomes final and no longer subject to any appeal or the date on which any other regulatory approvals necessary to issue the system restoration bonds are obtained and no longer subject to any appeal. If at any time during the effective period of this Order there is a severe disruption in the financial markets of the United States, the effective period must automatically be extended to a date that is not less than 90 days after the date such disruption ends.
48.Internal Revenue Service Private Letter or Other Rulings. Entergy Texas is not required by this Order to obtain a ruling from the Internal Revenue Service (IRS); however, if it elects to do so, then upon receipt, Entergy Texas must promptly deliver to the Commission a copy of each private letter or other ruling issued by the IRS with respect to the proposed transaction, the system restoration bonds or any other matter related thereto. Entergy Texas must also include a copy of every such ruling by the IRS it has received as an attachment to each issuance advice letter required to be filed by this Order. Entergy Texas may cause system restoration bonds to be issued without a private letter ruling if it obtains an opinion of tax counsel sufficient to support the issuance of the bonds.
49.Binding on Successors. This Order, together with the system restoration charges authorized in it, must be binding on Entergy Texas and any successor to Entergy Texas that provides transmission and distribution service directly to retail consumers in Entergy Texas’s service area, any other entity that provides transmission or distribution services to retail consumers within that service area, and any successor to such other entity, provided that if by law Entergy Texas or its successor is no longer required to own or operate both the transmission and distribution systems, then any entity that provides distribution service to customers in the service territory must be bound by this Order.


Docket No. 52302    Order    Page 82


This Order is also binding on each REP, and any successor, that sells electric energy to retail consumers located within that service area, any other entity responsible for billing and collecting system restoration charges on behalf of BondCo, and any successor to the Commission. In this paragraph, a successor means any entity that succeeds by any means whatsoever to any interest or obligation of its predecessor, including by way of bankruptcy, reorganization or other insolvency proceeding, merger, consolidation, conversion, assignment, pledge or other security, by operation of law or otherwise.
50.Flexibility. Subject to compliance with the requirements of this Order, Entergy Texas and BondCo must be afforded flexibility in establishing the terms and conditions of the system restoration bonds, including the final structure of BondCo, repayment schedules, term, payment dates, collateral, credit enhancement, required debt service, reserves, interest rates, use of original-issue discount, and other financing costs and the ability of Entergy Texas at its option to cause one or more series of system restoration bonds to be issued.
51.Effectiveness of Order. This Order is effective upon issuance and is not subject to rehearing by the Commission. Notwithstanding the foregoing, no transition property must be created hereunder, and Entergy Texas must not be authorized to impose, collect, and receive system restoration charges, until concurrently with the transfer of Entergy Texas’s rights hereunder to BondCo in conjunction with the issuance of the system restoration bonds.
52.Regulatory Approvals. All regulatory approvals within the jurisdiction of the Commission that are necessary for the securitization of the system restoration charges associated with the costs that are the subject of the application, and all related transactions contemplated in the application, are granted.
53.Payment of Commission’s Costs for Professional Services. In accordance with PURA §§ 36.403(d)(1) and 39.302(4), Entergy Texas must pay the costs to the Commission of acquiring professional services for the purpose of evaluating Entergy Texas’s proposed transaction, including, but not limited to, the Commission’s outside attorneys’ fees in the amounts specified in this Order no later than 30 days after the issuance of any system restoration bonds.


Docket No. 52302    Order    Page 83


54.Compliance with PURA § 36.402(c). If Entergy Texas receives insurance proceeds, governmental grants, or any other source of funding not reflected in the securitizable balance to compensate it for system restoration costs or the Commission determines that the actual costs incurred are less than estimated costs, if any, included in the securitizable balance, the Commission will take such amounts into account as required by PURA § 36.402(c). Such amounts must accrue interest as provided in PURA § 36.402(e). Any adjustment to reflect such amounts may not affect the stream of revenue available to service the system restoration bonds.
55.Effect of Appeal of Docket No. 51997. If the amount of system restoration costs approved in Docket No. 51997 is subject to judicial review at the time of issuance of the system restoration bonds, Entergy Texas must adjust its rates, other than system restoration charges, or provide credits, other than credits to system restoration charges, in a manner that will refund over the remaining life of the system restoration bonds any overpayments resulting from securitization of amounts in excess of the amount resulting from a final determination of the system restoration costs. The adjustment mechanism may not affect the stream of revenue available to service the system restoration bonds. An adjustment may not be made under this paragraph until all appellate reviews, including, if applicable, appellate reviews following a Commission decision on remand of its original orders, have been completed. A REP must be required to appropriately refund or credit to its customers any reduction in rates or any credits received from the utility under this paragraph.
56.Effect. This Order constitutes a legal financing order for Entergy Texas under chapter 36, subchapter I and chapter 39, subchapter G of PURA. The Commission finds this Order complies with the provisions of chapter 36, subchapter I and chapter 39, subchapter G of PURA. A financing order gives rise to rights, interests, obligations and duties as expressed in chapter 36, subchapter I and chapter 39, subchapter G of PURA. It is the Commission’s express intent to give rise to those rights, interests, obligations, and duties by issuing this Order. Entergy Texas and the servicer are directed to take all actions as are required to effectuate the transactions approved in this Order, subject to compliance with the criteria established in this Order.


Docket No. 52302    Order    Page 84


57.Further Commission Action. The Commission guarantees that it will act under this Order as expressly authorized by PURA to ensure that expected system-restoration-charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the system restoration bonds issued under this Order and other costs, including fees and expenses, in connection with the system restoration bonds.
58.Not Binding Precedent. Entry of this Order does not indicate the Commission’s endorsement or approval of any principle or methodology that may underlie the agreement. Entry of this Order must not be regarded as a binding holding or precedent as to the appropriateness of any principle underlying the agreement.
59.All Other Motions, etc., Denied. The Commission denies all other motions and any other requests for general or specific relief that have not been expressly granted.




Docket No. 52302    Order    Page 85


Signed at Austin, Texas the 14th day of January 2022.
PUBLIC UTILITY COMMISSION OF TEXAS




/s/ PETER M. LAKE, CHAIRMAN




/s/ WILL MCADAMS, COMMISSIONER




/s/ JIMMY GLOTFELTY, COMMISSIONER




W2013
q:\cadm\orders\final\52000\52302 fo.docx


Exhibit 99.2
PROPOSED FORM OF OPINION
RELATING TO FEDERAL CONSTITUTIONAL MATTERS
[LETTERHEAD OF NORTON ROSE FULBRIGHT US LLP]
[    ], 2022
To Each Person Listed on
the Attached Schedule I
Re:    Federal Constitutional Issues related to Entergy Texas Restoration Funding II, LLC Senior Secured System Restoration Bonds, Series 2022-A
Ladies and Gentlemen:
We have served as special counsel to Entergy Texas, Inc., a Texas corporation (“ETI”), in connection with the issuance and sale on the date hereof by Entergy Texas Restoration Funding II, LLC, a Delaware limited liability company (the “Issuer”), of $294,450,000 aggregate principal amount of the Issuer’s Senior Secured System Restoration Bonds, Series 2022-A (the “Bonds”), which are more fully described in the Registration Statement on Form SF-1 (File Nos. 333-259293 and 333-259293-01) filed on September 1, 2021 (as amended, the “Registration Statement”) by the Issuer with the Securities and Exchange Commission pursuant to the Securities Act of 1933, including the prospectus therein (the “Prospectus”). The Bonds are being sold pursuant to the provisions of the Underwriting Agreement dated , 2022 (the “Underwriting Agreement”) among ETI, the Issuer and the underwriters named in Schedule I to such Underwriting Agreement. The Bonds are being issued pursuant to the provisions of the Indenture dated as of , 2022 (the “Master Indenture”), as supplemented by the Series Supplement dated as of , 2022 (together with the Master Indenture, the “Indenture”), between the Issuer and The Bank of New York Mellon, a New York banking corporation, as indenture trustee (the “Indenture Trustee”). Under the Indenture, the Indenture Trustee holds, among other things, transition property as described below (the “Transition Property”) as collateral security for the payment of the Bonds. This opinion is being delivered pursuant to Section 9(m) of the Underwriting Agreement.
“Transition property” is defined in the applicable provisions of Chapter 36, Subchapter I of the Texas Utility Code and Chapter 39, Subchapter G of the Texas Utility Code (collectively, the “Securitization Law”) each being part of the Texas Public Utility Regulatory Act (“PURA”).1 The Transition Property was created in favor of ETI, pursuant to a financing order issued by the Public Utility Commission of Texas (the “PUCT”) on January 14, 2022, in Docket No. 52302 (the “Order”); and the Transition Property was assigned to the Issuer pursuant to the provisions of the Transition Property Purchase and Sale Agreement dated as of , 2022 between ETI and the Issuer and the related Bill of Sale dated as of , 2022 in consideration for the payment by the Issuer to ETI of the proceeds of the sale of the Bonds, net of certain issuance costs. The Transition Property includes the right to impose, collect and receive certain “non-bypassable” charges described in the Order (the “Charges”). The Charges constitute “transition charges” as defined in the Securitization Law and may be periodically adjusted, in the manner authorized in the Order, in order to enhance the probability that the revenues received by the Issuer from the Charges are sufficient to (i) amortize the Bonds pursuant to the amortization schedule to be followed in accordance with the provisions of the Bonds and the Indenture, (ii)
1 Public Utility Regulatory Act, Tex. Util. Code Ann. §§ 11.001–66.016 (Vernon 2007 & Supp. 2008).

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.


pay interest thereon and related fees and expenses and (iii) maintain the required reserves for the payment of the Bonds.
The Order was issued in response to an application for its issuance that was filed by ETI with the PUCT pursuant to the provisions of PURA. The Order became final and not subject to further appeal on January 14, 2022.2 ETI filed its Issuance Advice Letter with the PUCT on     , 2022, as required by the Order, and its Schedule SRC relating to the Charges on , 2022.
Section 39.310 of PURA provides:
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 [regarding true-ups], 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 pledge stated in such Section 39.310 of PURA is referred to herein as the “State Pledge.” As authorized therein and in the Order, the language of the State Pledge has been included in the Indenture and in the Bonds.
QUESTIONS PRESENTED
You have requested our opinion as to:
(a)    whether the State Pledge creates a contractual relationship between the State of Texas (the “State”) and the holders of the Bonds (the “Bondholders”);
(b)    whether the Bondholders could challenge successfully under the “contract clause” of the United States Constitution (Article I, Section 10 (the “Federal Contract Clause”)) the constitutionality of any legislation passed by the Texas legislature (the “Legislature”) which becomes law or any action of the PUCT exercising legislative powers (“Legislative Action”) that in either case limits, alters, impairs or reduces the value of the Transition Property or the Charges so as to impair (i) the terms of the Indenture or the Bonds or (ii) the rights and remedies of the Bondholders (or the Indenture Trustee acting on their behalf) (any impairment described in clause (i) or (ii) being referred to herein as an “Impairment”) prior to the time that the Bonds are fully paid and discharged3;
(c)    whether preliminary injunctive relief would be available under federal law to delay implementation of Legislative Action that limits, alters, impairs or reduces the
2 As to this matter of Texas law, we refer you to the opinion of Duggins Wren Mann and Romero, LLP of even date herewith on which we have relied.
3 As discussed in more detail in the opinion of Duggins Wren Mann & Romero, LLP of even date herewith, the PUCT has acknowledged that it is bound by the State Pledge. Assuming that the PUCT is bound by the State Pledge as a matter of Texas law, a breach of the State Pledge by the PUCT exercising legislative powers would be treated the same as a breach of the State Pledge by the Legislature under the Federal Contract Clause.
    2


value of the Transition Property or the Charges so as to cause an Impairment pending final adjudication of a claim challenging such Legislative Action in federal court and, assuming a favorable final adjudication of such claim, whether relief would be available to enjoin permanently the implementation of the challenged Legislative Action; and
(d)    whether, under the Fifth Amendment to the United States Constitution (made applicable to the State by the Fourteenth Amendment to the United States Constitution), which provides in part “nor shall private property be taken for public use, without just compensation” (the “Federal Takings Clause”), the State could repeal or amend PURA or take any other action in contravention of the State Pledge without paying just compensation to the Bondholders, as determined by a court of competent jurisdiction, if doing so (a) constituted a permanent appropriation of a substantial property interest of the Bondholders in the Transition Property or denied all economically productive use of the Transition Property; (b) destroyed the Transition Property other than in response to emergency conditions; or (c) substantially reduced, altered or impaired the value of the Transition Property so as to unduly interfere with the reasonable expectations of the Bondholders arising from their investments in the Bonds (a “Taking”).
OPINIONS
Based upon our review of relevant judicial authority, as set forth in this letter, but subject to the qualifications, limitations and assumptions (including the assumption that any Impairment would be “substantial”) set forth in this letter, it is our opinion that a reviewing court of competent jurisdiction, in a properly prepared and presented case:
(i)    would conclude that the State Pledge constitutes a contractual relationship between the Bondholders and the State;
(ii)    would conclude that, absent a demonstration by the State that an Impairment is necessary to further a significant and legitimate public purpose, the Bondholders (or the Indenture Trustee acting on their behalf) could successfully challenge under the Federal Contract Clause the constitutionality of any Legislative Action determined by such court to limit, alter, impair or reduce the value of the Transition Property or the Charges so as to cause an Impairment prior to the time that the Bonds are fully paid and discharged;
(iii)    with respect to the questions presented above in (c), sound and substantial arguments support the granting of preliminary injunctive relief (though the decision to do so will be in the discretion of the federal court requested to take such action, which will be exercised on the basis of the considerations discussed in Part A(ii) below) and a federal court should conclude that permanent injunctive relief is available under federal law to prevent implementation of Legislative Action hereafter taken and determined by such court to limit, alter, impair or reduce the value of the Transition Property or the Charges so as to cause an Impairment in violation of the Federal Contract Clause; and
(iv)    would conclude under the Federal Takings Clause that the State would be required to pay just compensation to Bondholders if the State’s repeal or amendment of the Securitization Law or taking of any other action in contravention of the State Pledge constituted a Taking.
    3


We note, with respect to our opinion in the immediately preceding paragraph (ii) regarding Impairment, that existing case law indicates that the State would have to establish that any Impairment is necessary and reasonably tailored to address a significant public purpose, such as remedying or providing relief for a broad, widespread economic or social problem. The cases also indicate that the State’s justification would be subjected to a higher degree of scrutiny, and that the State would bear a more substantial burden, if the Legislative Action impairs a contract to which the State is a party (which we believe to be the case here), as contrasted to a contract solely between private parties.
We are not aware of any reported controlling judicial precedents that are directly on point with respect to the questions raised above. Accordingly, our analysis is necessarily a reasoned application of judicial decisions involving similar or analogous circumstances. Moreover, the application of equitable principles (including the availability of injunctive relief or the issuance of a stay pending appeal) is subject to the discretion of the court that is asked to apply them. We cannot predict the facts and circumstances that will be present in the future and may be relevant to the exercise of such discretion. Consequently, there can be no assurance that a court will follow our reasoning or reach the conclusions that we believe current judicial precedent supports.
This letter is limited to the federal laws of the United States of America. Our opinions are based upon our evaluation of existing judicial decisions and arguments related to the factual circumstances likely to exist at the time of a Federal Contract Clause or Federal Takings Clause challenge to Legislative Action or other State action; such precedents and such circumstances could change materially from those discussed below in this letter. Accordingly, such opinions are intended to express our belief as to the result that should be obtainable through the proper application of existing judicial decisions in a properly prepared and presented case. It is our and your understanding that none of the foregoing opinions is intended to be a guaranty as to what a particular court would actually hold; rather each such opinion is only an expression as to the decision a court ought to reach if the issue were properly prepared and presented to it and the court followed what we believe to be the applicable legal principles under existing judicial precedent. The recipients of this letter should take these considerations into account in analyzing the risks associated with the subject transaction.
We note that our work in connection with the preparation of this opinion and the issuance of the Bonds did not bring to our attention any reported judicial decision which we believe would provide a basis on which a court would declare the provisions of the Securitization Law to be invalid under the United States Constitution and it is our opinion that the Securitization Law is constitutional in all material respects under the United States Constitution. As discussed in our opinion delivered to you of even date herewith concerning certain bankruptcy matters, however, there is some judicial authority providing a basis for an argument that certain provisions of the Securitization Law with respect to the commingling of funds may be preempted by the United States Bankruptcy Code under the Supremacy Clause (Article VI) of the United States Constitution. Our analysis as to the merits of such an argument is set forth in that other opinion. If such provisions of the Securitization Law were so preempted by the Bankruptcy Code and declared invalid, such preemption would not, in our view, provide a grounds for changing the opinions otherwise set forth herein.
    4


DISCUSSION
Discussion of Protections Afforded Against Legislative Actions
Part A(i): Federal Contract Clause Protection
Article I, Section 10 of the United States Constitution, known as the Federal Contract Clause, prohibits any state from impairing the “[o]bligation of [c]ontracts,” whether among private parties or among such state and private parties. The general purpose of the Federal Contract Clause is “to encourage trade and credit by promoting confidence in the stability of contractual obligations.”4 The law is well-settled that “the [Federal] Contract Clause limits the power of the States to modify their own contracts as well as to regulate those between private parties.”5 Although the text of the Federal Contract Clause appears to proscribe any impairment, the United States Supreme Court has made it clear that the proscription is not absolute: “Although the language of the Federal Contract Clause is facially absolute, ‘the prohibition is not an absolute one and is not to be read with literal exactness like a mathematical formula.’”6
The United States Supreme Court has applied a three-part analysis to determine whether a particular legislative action violates the Federal Contract Clause:7
(1)whether the legislative action operates as a substantial impairment of a contractual relationship;

(2)assuming such an impairment, whether the legislative action is justified by a significant and legitimate public purpose; and

(3)whether the adjustment of the rights and responsibilities of the contracting parties is reasonable and appropriate given the public purpose behind the legislative action.

This initial inquiry itself has three components: “whether there is a contractual relationship, whether a change in law impairs that contractual relationship, and whether the impairment is substantial.”8 In addition, to succeed with a Federal Contract Clause claim involving a contract with the state itself, a party must show that the contractual relationship is not an invalid attempt by the state under the “reserved powers” doctrine to “surrender[] an essential attribute of its sovereignty.”9
The following three subparts address: (1) whether a contract exists between the State and the holders of the Bonds; (2) if so, whether such contract violates the “reserved powers” doctrine, which would render such contract unenforceable; and (3) the State’s burden in justifying an impairment. The determination of whether particular Legislative Action constitutes a substantial impairment of a particular contract is a fact-specific analysis, and nothing in this letter expresses any opinion as to how a court would resolve the issue of “substantial impairment” with respect to the Order, the Transition Property or the Bonds vis-a-vis a particular Legislative Action.
4 See U.S. Tr. Co. v. New Jersey, 431 U.S. 1, 15 (1977).
5 Id. at 17.
6 Id. at 21 (quoting Home Bldg. & Loan Ass’n v. Blaisdell, 290 U.S. 398, 428 (1934)).
7 Energy Reserves Grp., Inc. v. Kan. Power & Light Co., 459 U.S. 400, 411–13 (1983).
8 Gen. Motors Corp. v. Romein, 503 U.S. 181, 186 (1992).
9 See U.S. Tr., 431 U.S. at 23.
    5


Therefore, we have assumed for purposes of this letter that any Impairment resulting from the Legislative Action being challenged under the Federal Contract Clause would be substantial.
(1)Existence of a Contractual Relationship
The courts have recognized the general presumption that, “absent some clear indication that [a] legislature intends to bind itself contractually, . . . ‘a law is not intended to create private contractual or vested rights but merely declares a policy to be pursued until the legislature shall ordain otherwise.’”10 This presumption is based on the fact that the legislature’s principal function “is not to make contracts, but to make laws that establish the policy of the state.”11  Thus, a person asserting the creation of a contract with the State must overcome this presumption.
This general presumption can be overcome where the language of the statute indicates an intention to create contractual rights.  In determining whether a contract has been created by statute, “it is of first importance to examine the language of the statute.”12  The United States Supreme Court has ruled that a statute creates a contractual relationship between a state and private parties if the statutory language contains sufficient words of contractual undertaking.13  The United States Supreme Court has further stated that a contract is created “when the language and circumstances evince a legislative intent to create private rights of a contractual nature enforceable against the State.”14
In U.S. Trust Co. v. New Jersey, the United States Supreme Court affirmed the trial court’s finding, which was not contested on appeal, that a statutory covenant of two states for the benefit of the holders of certain bonds gave rise to a contractual obligation between such states and the bondholders.15 The covenant at issue limited the ability of the Port Authority of New York and New Jersey to subsidize rail passenger transportation from revenues and reserves pledged as security for such bonds.  In finding the existence of a contract between the states and bondholders, the Court stated “[t]he intent to make a contract is clear from the statutory language: ‘The 2 States covenant and agree with each other and with the holders of any affected bonds. . .’”16 In that case, the statute used the words “covenant and agree with each other and with the holders of any affected bonds.”17 Later, in National Railroad Passenger Corp. v. Atchison, Topeka & Santa Fe Railway Co., the Court discussed the U.S. Trust covenant and noted: “[r]esort need not be had to a dictionary or case law to recognize the language of contract” in such covenant.18
Similarly, in Indiana ex. rel. Anderson v. Brand, the United States Supreme Court determined that the Indiana Teachers’ Tenure Act created a contract between the state and specified teachers because the statutory language demonstrated a clear legislative intent to contract.  The Court based its decision, in part, on the legislature’s repeated and intentional use
10 Nat’l R.R. Passenger Corp. v. Atchison, Topeka & Santa Fe Ry. Co., 470 U.S. 451, 465–66 (1985) (quoting Dodge v. Bd. of Educ., 302 U.S. 74, 79 (1937)).
11 See id. at 466 (citing Ind. ex. rel. Anderson v. Brand, 303 U.S. 95, 104–05 (1938)).
12 Dodge, 302 U.S. at 78.
13 See Brand, 303 U.S. at 104–05 (noting “the cardinal inquiry is as to the terms of the statute supposed to create such a contract”); U.S. Tr., 431 U.S. at 17–18, 18 n.14.
14 U.S. Tr., 431 U.S. at 17 n.14.
15 Id. at 17–18.
16 Id. at 18 (quoting 1962 N.J. Laws, c. 8, § 6; 1962 N.Y. Laws, c. 209, § 6).
17 Id. at 9–10.
18 See Nat’l R.R., 470 U.S. at 470.
    6


of the word “contract” throughout the statute to describe the legal relationship between the state and such teachers.19
Like the language of the covenant considered in U.S. Trust, the language of the State Pledge plainly manifests the Legislature’s intent to bind the State by providing, in pertinent part, that “[t]he 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 [regarding true-ups], reduce, alter, or impair . . .”20 Much like the terms, “covenant” and “agree” quoted in U.S. Trust, the term “pledge” evinces a legislative intent to create private rights of a contractual nature enforceable against the State. The provision, also consistent with contract language and similar to the statute quoted in U.S. Trust, names the beneficiaries of the State’s pledge. Moreover, it is important to note that the State also authorizes an issuer of transition bonds to include the State Pledge in contracts with the holders of transition bonds (such as the Bonds).21
In summary, the language of the State Pledge supports the conclusion that it constitutes a contractual relationship between the State and the Bondholders. We are not aware of any circumstances surrounding enactment of the Securitization Law or any circumstances surrounding prior issuances of transition bonds in 2007 and 2009 that suggests that the Legislature did not intend to bind the State contractually by the State Pledge.22
(2)Reserved Powers Doctrine
The “reserved powers” doctrine limits the State’s ability to bind itself contractually in a manner which surrenders an essential attribute of its sovereignty.23 Under this doctrine, if a contract purports to surrender a state’s “reserved powers”—powers that cannot be contracted away—such contract is void.24 Although the scope of the “reserved powers” doctrine has not been precisely defined by the courts, case law has established that a state cannot enter into contracts that forbid future exercises of its police powers or its power of eminent domain.25 In contrast, the United States Supreme Court has stated that a state’s “power to enter into effective financial contracts cannot be questioned.”26
19 Brand, 303 U.S. at 105. However, the mere use of the word “contract” in a statute will not necessarily evince the requisite legislative intent. As the Court cautioned in National Railroad, the use of the word “contract” alone would not signify the existence of a contract with the government. Nat’l R.R., 470 U.S. at 470. In National Railroad, the Court found that use of the word “contract” in the Rail Passenger Service Act defined only the relationship between the newly-created nongovernmental corporation (Amtrak) and the railroads, not the relationship between the United States and the railroads. The Court determined that “[l]egislation outlining the terms on which private parties may execute contracts does not on its own constitute a statutory contract.” Brand 303 U.S. at 467.
20 PURA § 39.310.
21 Id.
22 In addition to the State Pledge, the PUCT’s financing order contains the following language: “The Commission guarantees that it will act pursuant to this Financing Order as expressly authorized by PURA to ensure that expected transition charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the transition bonds issued pursuant to this Financing Order and other costs, including fees and expenses, in connection with the transition bonds.” We refer you to the opinion with respect to constitutional law issues of Duggins Wren Mann & Romero, LLP of even date herewith for a discussion of this language.
23 U.S. Tr., 431 U.S. at 23.
24 Id. (quoting Stone v. Mississippi, 101 U. S. 814, 817 (1880)).
25 U.S. Tr., 431 U.S. at 23–24, 24 nn.20–21 (citing Stone, 101 U.S. at 817 and W. River Bridge Co. v. Dix, 47 U.S. 507, 525–26 (1848)).
26 U.S. Tr., 431 U.S. at 24. See also Cont’l Ill. Nat’l Bank & Tr. Co. v. Washington, 696 F.2d 692, 699 (9th Cir. 1983) (“Thus, insofar as the purely financial aspects of the agreement are concerned, reservations are not to be lightly inferred.”).
    7


Under existing case law, the State Pledge does not, in our view, purport to surrender any “reserved powers” of the State. Although the State’s commitment not to, “except as permitted by Section 39.307 [regarding true-ups], reduce, alter, or impair the transition charges to be imposed, collected, and remitted to financing parties” is broader than the commitment in U.S. Trust that revenues and reserves securing bonds would not be depleted beyond a certain level,27 we do not believe courts would construe the State Pledge as purporting to contract away, or forbid future exercises of, the State’s power of eminent domain or its police power to protect the public health and safety. Through “financing orders” (such as the Order), the State will authorize electric utilities to issue “transition bonds” (such as the Bonds) and pledges not to impair the value of the “transition property” (such as the Transition Property) securing such instruments. In other words, the State Pledge constitutes an agreement made by the State not to impair the financial security for the Bonds in order to foster the capital markets’ acceptance of such bonds, which are expressly authorized and will be issued as part of the transition to a new electric utility industry structure. As such, we believe that the State Pledge is akin to the type of “financial contract” involved in U.S. Trust, and would not be viewed as an impermissible surrender of an essential attribute of State sovereignty.
(3)State’s Burden to Justify an Impairment
To survive scrutiny under the Federal Contract Clause, a substantial impairment by a state of a valid state contract must be justified by “a significant and legitimate public purpose . . . such as the remedying of a broad and general social or economic problem,”28 and the state action causing that impairment must be both “reasonable and necessary to serve” such a public purpose.29
The contours of this test are illustrated by several decisions of the United States Supreme Court.  In Home Building & Loan Ass’n v. Blaisdell,30 which the Court has described as “the leading case in the modern era of [Federal] Contract Clause interpretation,”31 the Court addressed a Contract Clause challenge to a Minnesota law that, in response to economic conditions caused by the Great Depression, (i) authorized county courts to extend the period of redemption from foreclosure sales on mortgages previously made “for such additional time as the court may deem just and equitable,” subject to certain limitations, and (ii) limited actions for deficiency judgments.32 The Court stated that the “reserved powers” doctrine could not be construed to “permit the State to adopt as its policy the repudiation of debts or the destruction of contracts or the denial of means to enforce them.”33  On the other hand, the Court also indicated that the Federal Contract Clause could not be construed
to prevent limited and temporary interpositions with respect to the enforcement of contracts if made necessary by a great public calamity such as fire, flood, or earthquake.  The reservation of state power appropriate to such extraordinary conditions may be deemed to be as much a part of all contracts, as is the reservation of state power to protect the public interest in the other situations to which we have referred.  And if state power exists to give temporary relief from
27 U.S. Tr., 431 U.S. at 25.
28 Energy Reserves, 459 U.S. at 411–12.
29 U.S. Tr., 431 U.S. at 25.
30 Home Bldg. & Loan Ass’n v. Blaisdell, 290 U.S. 398 (1934).
31 U.S. Tr., 431 U.S. at 15.
32 The mortgagor was required to continue to pay the reasonable income or rental value of the property, as determined by the court, toward payment of taxes, insurance, interest and principal. The law stated that it was to remain in effect only during the current emergency and no later than May 1, 1935; no redemption period could be extended beyond the expiration of the law. Blaisdell, 290 U.S. at 415–18.
33 Blaisdell, 290 U.S. at 439.
    8


the enforcement of contracts in the presence of disasters due to physical causes such as fire, flood or earthquake, that power cannot be said to be non-existent when the urgent public need demanding such relief is produced by other and economic causes.34
In upholding the Minnesota law, the Court relied on the following: (1) an economic emergency existed that threatened the loss of homes and lands that furnish those persons in possession with necessary shelter and means of subsistence; (2) the law was not enacted for the benefit of particular individuals but for the protection of a basic interest of society; (3) the relief provided by the law was appropriate to the emergency, and could only be granted upon reasonable conditions; (4) the conditions on which the period of redemption was extended by the law did not appear to be unreasonable; and (5) the law was temporary in operation and limited to the emergency on which it was based.35 In several contemporaneous cases, the United States Supreme Court struck down other laws passed in response to the economic emergency created by the Great Depression,36 thus reinforcing the notion that, to be justified, the impairment must be the result of a reasonable, necessary and tailored response to a broad and significant public concern.
The deference to be given by a court to a legislature’s determination of the need for a particular impairment depends on whether the contract is purely private or the state is a contracting party. Although courts ordinarily defer to legislative judgment as to the necessity and reasonableness of a particular action,37 the Supreme Court has noted that such deference “is not appropriate” when a state is a contracting party.38 In that circumstance, a “stricter standard” of justification should apply.39 Indeed, in Energy Reserves Group v. Kansas Power & Light Co., the Court noted that “[i]n almost every case, the Court has held a governmental unit to its contractual obligations when it enters financial or other markets.”40
The leading case addressing impairment of contracts to which the state is a party is U.S. Trust. As noted above, there the state had covenanted that revenues and reserves securing certain bonds would not be depleted below a certain level.41 The state thereafter repealed that promise in order to finance new mass transit projects, claiming that the repeal was justified by the need to promote, and encourage additional use of, mass transportation in response to energy shortages and environmental concerns.42 The Court ruled that the state’s action was nevertheless invalid under the Federal Contract Clause because repeal of the covenant was “neither necessary to achievement of the plan nor reasonable in light of the circumstances.”43 The Court stated that a modification less drastic than total repeal would have permitted the state to achieve its plan to improve commuter rail service, and, in fact, the state could have achieved that goal without modifying the covenant at all.44 For example, the state “could discourage automobile use
34 Id. at 439–40.
35 Id. at 444–47.
36 See Treigle v. Acme Homestead Ass’n, 297 U.S. 189 (1936); W.B. Worthen Co. v. Kavanaugh, 295 U.S. 56 (1935); W.B. Worthen Co. v. Thomas, 292 U.S. 426 (1934).
37 Keystone Bituminous Coal Ass’n v. DeBenedictis, 480 U.S. 470 (1987) (upholding against Federal Contract Clause challenge a law authorizing revocation of a coal mine operator’s mining permit as a reasonable and necessary response to the “devastating effects” of subsidence caused by underground mining).
38 U.S. Tr., 431 U.S. at 25–26.
39 Energy Reserves, 459 U.S. at 400, 412–13 n.14.
40 Id.
41 U.S. Tr., 431 U.S. at 25.
42 Id. at 28–29.
43 Id. at 29.
44 Id. at 30.
    9


through taxes on gasoline or parking . . . and use the revenues to subsidize mass transit projects.”45
The Court in U.S. Trust contrasted the legislation under consideration with the statute challenged in City of El Paso v. Simmons,46 which limited to five years the reinstatement rights of defaulting purchasers of land from the state. For many years prior to the enactment of this statute, defaulting purchasers had been allowed to reinstate their claims upon written request and payment of delinquent interest, unless the rights of third parties had intervened. In U.S. Trust, the Court stated that this older (19th century) statute “had effects that were unforeseen and unintended by the legislature when originally adopted,” i.e., “speculators were placed in a position to obtain windfall benefits,” and therefore adoption of a statute of limitations was reasonable to restrict parties to gains reasonably expected from the contract when the original statute was adopted.47 In contrast, the need for mass transportation was not a new development and the likelihood that publicly owned commuter railroads would produce substantial deficits was well known when the covenant was adopted.48 Although, the Court noted, public perception of the importance of mass transit undoubtedly grew between 1962, when the covenant was adopted, and 1974, when it was repealed, “these concerns were not unknown in 1962, and the subsequent changes were of degree and not of kind . . . [and did not] cause[] the covenant to have a substantially different impact in 1974 than when it was adopted in 1962.”49
The Court in U.S. Trust also distinguished its earlier decision in Faitoute Iron & Steel Co. v. City of Asbury Park,50 which, according to the Court, was the “only time in this [20th] century that alteration of a municipal bond contract has been sustained.”51 Faitoute involved a state municipal reorganization act under which bankrupt local governments could be placed in receivership by a state agency. Pursuant to that act, the holders of certain municipal revenue bonds received new securities bearing lower interest rates and later maturities. According to the Court in U.S. Trust, the Faitoute decision rejected the dissenting bondholders’ Federal Contract Clause claims on the theory that the “old bonds represented only theoretical rights; as a practical matter the city could not raise its taxes enough to pay off its creditors under the old contract terms,” and thus the plan “enabled the city to meet its financial obligations more effectively.”52 The Court also quoted Faitoute to the effect that the obligation in that case was “discharged, not impaired” by the plan.53
Thus, the relevant case law demonstrates that a state bears a substantial burden when attempting to justify an impairment of a contract to which it is a party. As noted by the Supreme Court, “[i]n almost every case, the Court has held a governmental unit to its contractual
45 Id. at 30 n.29.
46 City of El Paso v. Simmons, 379 U.S. 497 (1965).
47 U.S. Tr., 431 U.S. at 31.
48 Id. at 31–32.
49 Id. at 32.
50 Faitoute Iron & Steel Co. v. City of Asbury Park, 316 U.S. 502 (1942).
51 U.S. Tr., 431 U.S. at 27.
52 Id. at 28.
53 Id.
    10


obligations when it enters financial or other markets.”54 A mere recitation that the impairment is in the public interest is insufficient. Instead, a state action that impairs contracts to which it is a party must further a significant, legitimate and broad public purpose, not the interests of a narrow group; that public purpose must be served by a reasonable, necessary and carefully tailored measure, because “a State is not free to impose a drastic impairment when an evident and more moderate course would serve its purposes equally well.”55
Subject to the qualifications, limitations and assumptions set forth in this letter, it is our opinion that a reviewing court of competent jurisdiction, in a properly prepared and presented case, would conclude that the State Pledge constitutes a contractual relationship between the Bondholders and the State, and that, absent a demonstration by the State that an Impairment is necessary to further a significant and legitimate public purpose, the Bondholders (or the Indenture Trustee acting on their behalf) could successfully challenge under the Federal Contract Clause the constitutionality of any Legislative Action determined by such court to limit, alter, impair or reduce the value of the Transition Property or the Charges so as to cause an Impairment prior to the time that the Bonds are fully paid and discharged.
Part A(ii): Availability of Injunctive Relief in a Federal Court
In a challenge to Legislative Action alleged to cause an Impairment, the remedies the plaintiff would be expected to seek would include an order enjoining State officials from enforcing the provisions of such Legislative Action.56
(1)Availability of Preliminary Injunctive Relief in Federal Court
Under federal law, a federal court would assess the following matters in determining whether (in its discretion) to grant preliminary injunctive relief: (a) whether the party seeking an injunction is likely to succeed on the merits; (b) whether the party is likely to suffer irreparable harm in the absence of preliminary relief; (c) whether the balance of equities tips in favor of the party seeking the injunction; and (d) whether an injunction is in the public interest.57
54 Energy Reserves, 459 U.S. at 412 n.14 (citing U.S. Tr., 431 U.S. at 25–28); Kavanaugh, 295 U.S. 56; and Murray v. Charleston, 96 U.S. 432 (1878). In Kavanaugh, the United States Supreme Court reversed a decision of the Arkansas Supreme Court that had upheld the validity of legislative enactments which, in the words of the former, take “from the mortgage [securing bonds issued by municipal improvement districts pursuant to state law] the quality of an acceptable investment for a rational investor” by making it much more difficult and time consuming to foreclose upon the collateral posted as security for the mortgage. 295 U.S. at 60. In Murray, the United States Supreme Court reversed a judgment of the Supreme Court of South Carolina that had upheld an ordinance of the City of Charleston which permitted the City to withhold, as a tax, a portion of the interest that was otherwise payable with respect to bonds issued by the City. The United States Supreme Court held this “tax” violated the Federal Contract Clause: “no municipality of a State can, by its own ordinances, under the guise of taxation, relieve itself from performing to the letter all that it has expressly promised to its creditors.” 96 U.S. at 448.
55 U.S. Tr., 431 U.S. at 31.
56 If plaintiffs also seek money damages in federal court, the State defendant(s) could claim immunity. The Eleventh Amendment bars federal courts from granting money damages against a state unless such state has waived that immunity. Cozzo v. Tangipahoa Par. Council—President Gov’t, 279 F.3d 273, 280–81 (5th Cir. 2002).
57 Winter v. Nat. Res. Def. Council, Inc., 555 U.S. 7, 20 (2008). As applied in the 5th Circuit, the movant must carry “its burden of proof for each of the four requirements for a preliminary injunction: substantial likelihood of success on the merits, substantial threat of irreparable harm absent an injunction, a balance of hardships in [movant’s] favor, and no disservice to the public interest.” Daniels Health Scis., LLC v. Vascular Health Scis., L.L.C., 710 F.3d 579, 582 (5th Cir. 2013). See Butts v. Aultman, 953 F.3d 353, 361 (5th Cir. 2020) (to obtain preliminary injunction, movant must first establish substantial likelihood of success on merits); Jordan v. Fisher, 823 F.3d 805 (5th Cir. 2016) (movant must “clearly” carry the burden of persuasion as to all four factors); Speaks v. Kruse, 445 F.3d 396, 399400 (5th Cir. 2006).
    11


Success on the Merits. For purposes of our opinion regarding the availability of injunctive relief, we have assumed that a reviewing court will find a strong likelihood of success on the merits, i.e. that the Legislative Action is likely an Impairment.58 Thus, we examine only the three remaining portions of the test.
Irreparable Harm. In considering irreparable harm, courts evaluate whether (1) there is a sufficient causal connection between the alleged injury and the conduct sought to be enjoined;59 (2) irreparable injury is likely in the absence of an injunction;60 (3) the threat of harm to plaintiff is immediate;61 and (4) litigation can offer monetary compensation instead.62
Causation. Bondholders would have to prove that enforcement of the Legislative Action would cause detriment to them, such as loss of expected payments or loss of bond value. Given that a fundamental premise of an Impairment is Legislative Action to the detriment of Bondholders, Bondholders should be able to show causation.
Likelihood. Bondholders would have to prove that harm is likely absent an injunction. Likely harm is a premise that makes the Legislative Action an Impairment in the first place. Thus, we assume Bondholders could prove likely harm absent an injunction.
Immediacy. If scheduled payments are disrupted by Legislative Action before a trial on the merits, immediate harm could be proven. To the extent that depressed bond values may be experienced before trial, that fact could support the immediacy factor, and the fact that diminished credit quality due to the Legislative Action leads to diminished Bond value also should be provable. If, however, a trial on the merits is possible before any such harm would occur, the harm would not be immediate enough to support a preliminary injunction.63
Alternative Remedies. Unless the State waives immunity, the Eleventh Amendment bars federal courts from granting money damages against the State.64 Absent a State waiver of immunity, money damages would be unavailable to
58 Without limiting this assumption, we note some case authority suggests a heightened standard for proving the merits where a preliminary injunction is sought against government action. See Machete Productions, L.L.C. v. Page, 809 F3d 281, 288 (5th Cir. 2015) (especially where government action involved, courts should not intervene unless need for equitable relief clear, not remote or speculative).
59 Perfect 10, Inc. v. Google, Inc., 653 F.3d 976, 982 (9th Cir. 2011); see Garcia v. Google, Inc., 786 F.3d 733, 745 (9th Cir. 2015); Libertarian Party of Texas v. Fainter United States Court of Appeals, 741 F.2d 728 (5th Cir. 1984) (injunction should not be granted absent a showing of causal nexus with plaintiff's injury).
60 Winter, 555 U.S. at 22.
61 D.T. v. Sumner Cnty. Schs., 942 F.3d 324, 327 (6th Cir. 2019); Caribbean Marine Servs. Co. v. Baldrige, 844 F.2d 668, 674 (9th Cir. 1988).
62 Sampson v. Murray, 415 U.S. 61, 90 (1974); Dennis Melancon, Inc. v. City of New Orleans, 703 F.3d 262, 279–80 (5th Cir. 2012); Bluefield Water Ass'n, Inc. v. City of Starkville, Miss., 577 F.3d 250, 253 (5th Cir. 2009) (preliminary injunction not appropriate where harm suffered between time of suit and time of ultimate decision would not prevent opportunity for full recovery); Idaho v. Coeur d’Alene Tribe, 794 F.3d 1039, 1046 (9th Cir. 2015) (purely economic harms generally not irreparable, as money lost may be recovered later, in ordinary course of litigation).
63 Roland Mach. Co. v. Dresser Indus., Inc., 749 F.2d 380, 386 (7th Cir. 1984) (only if plaintiff will suffer irreparable harm in period before final judgment following trial can preliminary injunction issue).
64 Frew ex rel. Frew v. Hawkins, 540 U.S. 431, 437 (2004) (federal courts may not award retrospective relief, for instance, money damages or its equivalent, if state invokes its immunity); Lipscomb v. Columbus Mun. Separate Sch. Dist., 269 F.3d 494, 500–01 (5th Cir. 2001).
    12


redress the harm to Bondholders from the Legislative Action, supporting the inadequacy of relief available in a federal court.65
Balance of Equities. Before issuing a preliminary injunction, a court identifies the harm that a preliminary injunction might cause the defendant and weighs it against plaintiff’s threatened injury,66 and can also consider the equities of nonparties.67 Here, a court will likely consider the balance of harm in the next stage of the analysis (public interest) because assessing the harm to the opposing party and weighing the public interest merge when the government is the opposing party.68
Public Interest. In exercising their discretion, courts of equity “pay particular regard for the public consequences in employing the extraordinary remedy of injunction.”69 And, “[a]ny time a State is enjoined by a court from effectuating statutes enacted by representatives of its people, it suffers a form of irreparable injury.”70 However, there is no “blanket presumption in favor of the government in all preliminary injunction cases.”71 The government does not have an interest in enforcing unconstitutional laws.72 (See “Part A(i): Federal Contract Clause Protection” above.) And financial concerns are not a paramount public interest.73
As discussed above, the likely primary harm to Bondholders would come from delinquent Bond payments or diminished Bond value. If the legislation merely targets the State Pledge, without pursuing some larger public policy goal, a court would more likely view the State as merely seeking to advance its own pecuniary interests (coinciding, likely, with actions prohibited by constitutional restrictions against impairment of contracts) and would likely see little public interest advanced. But if the Legislative Action is part of a larger public policy aim, and the modification or elimination of the State Pledge is an important and integrated part of the
65 See Entergy Nuclear Vt. Yankee, LLC v. Shumlin, 733 F.3d 393, 423 (2d Cir. 2013) (injunction supported in part because money damages unavailable to movant because of state immunity under Eleventh Amendment); KPMG LLP v. United States, 139 Fed.Cl. 533, 537 (Fed. Cl. 2018) (“[a]s a general principle, where plaintiff has no ability to recoup lost profits against the United States, the harm to the plaintiff is irreparable”); Chamber of Com. of U.S. v. Edmondson, 594 F.3d 742, 756, 770–71 (10th Cir. 2010) (associations’ members were likely to suffer irreparable harm from compliance costs related to state law that might total more than $1,000 per business per year because such costs were unrecoverable as damages due to sovereign immunity); E. Bay Sanctuary Covenant v. Biden, 993 F.3d 640, 677 (9th Cir. 2021) (where parties cannot typically recover monetary damages flowing from their injury, economic harm can be considered irreparable); Odebrecht Const., Inc. v. Secretary, Florida Dept. of Transp., 715 F3d 1268, 1289 (11th Cir. 2013); Entergy, Arkansas, Inc. v. Nebraska, 210 F3d 887, 899–900 (8th Cir. 2000) (chances for a preliminary injunction may be “heightened” where relief in the form of money damages is barred by the government’s sovereign immunity); but see Black United Fund of N.J., Inc. v. Kean, 763 F.2d 156, 161 (3d Cir. 1985) (“[t]hat the Eleventh Amendment may pose an obstacle to recovery of damages in the federal court does not transform money loss into irreparable injury for equitable purposes”).
66 Scotts Co. v. United Indus. Corp., 315 F.3d 264, 284 (4th Cir. 2002); see Winter, 555 U.S. at 24; Earth Island Inst. v. Carlton, 626 F.3d 462, 475 (9th Cir. 2010) (assignment of weight to particular harms is matter for district courts to decide).
67 Horwitz v. Southwest Forest Indus., Inc., 604 F. Supp. 1130, 1136 (D Nev. 1985); see Publications Int’l, Ltd. v. Meredith Corp., 88 F.3d 473, 478 (7th Cir. 1996).
68 Assessing the harm to the opposing party and weighing the public interest “merge when the Government is the opposing party.” Nken v. Holder, 556 U.S. 418, 435 (2009); Drakes Bay Oyster Co. v. Jewell, 747 F.3d 1073, 1092 (9th Cir. 2014); Minard Run Oil Co. v. United States Forest Serv., 670 F.3d 236, 256 (3rd Cir. 2011).
69 Winter, 555 U.S. at 24; Salazar v. Buono, 559 U.S. 700, 714 (2010); Flexible Lifeline Sys., Inc. v. Precision Lift, Inc., 654 F.3d 989, 996–97 (9th Cir. 2011); In re Worldwide Educ. Servs., 494 B.R. 494, 502 (Bankr. C.D. Cal. 2013).
70 Maryland v. King, 567 U.S. 1301, 1303 (2012) (Roberts, Circuit Justice) (internal quotes omitted); Planned Parenthood of Greater Tex. Surgical Health Servs. v. Abbott, 734 F.3d 406, 419 (5th Cir. 2013).
71 Rodriguez v. Robbins, 715 F.3d 1127, 1145–46 (9th Cir. 2013); but see n. 56.
72 See N. Y. Progress & Prot. PAC v. Walsh, 733 F.3d 483, 488 (2nd Cir. 2013).
73 Pashby v. Delia, 709 F.3d 307, 331 (4th Cir. 2013) (rejecting state’s proffered financial concerns as relevant public interest).
    13


statutory scheme, the court may weigh the public interest advanced by that Legislative Action to disfavor issuing the injunction.
We cannot offer more than the framework above for assessing this element of the test of issuance of an injunction because much will depend on the particulars of the Legislative Action. But we strain to conceive of legislation seeking broad public policy aims that cannot be achieved without modifying or eliminating the State Pledge favoring Bondholders. Thus, we assume here that the public interest will not prevent a court from issuing an injunction.
Based on the foregoing, the Bondholders likely could satisfy these standards for preliminary injunctive relief, and a preliminary injunction to prevent an unconstitutional Impairment should be an available remedy.74 
(2)Availability of Permanent Injunctive Relief in Federal Court
The requirements for a permanent injunction are essentially the same as for a preliminary injunction, except that the moving party must demonstrate actual success on the merits (prevailing at trial).75 On that basis, we hold the same views regarding a permanent injunction as those we expressed above for a preliminary injunction.
Discussion of Protections Afforded by Takings Clause
Part B(i): Federal Takings Clause Protections
The Takings Clause of the Fifth Amendment of the United States Constitution—“nor shall private property be taken for public use, without just compensation”—is made applicable to state action via the Fourteenth Amendment.76 The Federal Takings Clause covers both tangible and intangible property.77 Rights under contracts can be property for purposes of the Federal Takings Clause,78 but legislation that “disregards or destroys” contract rights does not always constitute a taking.79 Where intangible property is at issue, state law will determine whether a property right exists. If a court determines that an intangible asset is property, a court will next look to whether the owner of the property interest had a “reasonable investment-backed expectation[]” that the property right would be protected.80
The United States Supreme Court has suggested that the Federal Takings Clause may be implicated by a diverse range of government actions, including when the government
74 See Lipscomb, 269 F.3d at 500–02; Ingebretsen on Behalf of Ingebretsen v. Jackson Public School Dist., 88 F.3d 274 (5th Cir. 1996) (public interest not disserved by injunction preventing implementation of an unconstitutional school prayer statute).
75 New York Civil Liberties Union v. New York City Transit Auth., 684 F3d 286, 294 (2nd Cir. 2012); Perfect 10, 653 F.3d at 979–80.
76 Webb’s Fabulous Pharmacies, Inc. v. Beckwith, 449 U.S. 155, 160 (1980).
77 Ruckelshaus v. Monsanto Co., 467 U.S. 986, 1003–04 (1984).
78 Lynch v. United States, 292 U.S. 571, 577 (1934).
79 Connolly v. Pension Benefit Guar. Corp., 475 U.S. 211, 224 (1986).
80 2 Ronald D. Rotunda & John E. Nowak, Treatise on Constitutional Law: Substance and Procedure § 15.12(a)(iii), at 971 (5th ed. 2012).
    14


(a) permanently appropriates or denies all economically productive use of property;81 (b) destroys property other than in response to emergency conditions;82 or (c) reduces, alters or impairs the value of property so as to unduly interfere with reasonable investment-backed expectations.83 In determining what is an undue interference, a court would consider the nature of the governmental action and weigh the public purpose served thereby against the degree to which it interferes with legitimate property interests and distinct investment-backed expectations of Bondholders.
The Supreme Court has identified two categories where regulatory action constitutes a per se taking—regulations that involve a permanent physical invasion of property and regulations that deprive the owner of all economically beneficial use of the property.84 Outside of these two narrow categories, challenges to regulations that interfere with protected property interests are governed by the three-part test set forth in Penn Central Transportation Co. v. City of New York.85 Under that test, a regulation constitutes a taking if it denies a property owner “economically viable use” of that property, which is determined by three factors: (i) the character of the governmental action; (ii) the economic impact of the regulation on the claimant; and (iii) the extent to which the regulation has interfered with distinct investment-backed expectations.86
81 Connolly, 475 U.S. at 225 (noting that in that case the government did not “permanently appropriate” any of the employer’s assets for its own use); Palazzolo v. Rhode Island, 533 U.S. 606, 617 (2001) (“regulation which ‘denies all economically beneficial or productive use of land’ will require compensation under the Takings Clause” (citing Lucas v. S.C. Coastal Council, 505 U.S. 1003, 1027–28 (1992), which notes that for personal property, however, some regulations that limit use may not be compensable takings given the state’s “traditionally high degree of [economic] control over commercial dealings”)); United States v. Sec. Indus. Bank, 459 U.S. 70, 77 (1982) (“The total destruction by the government of all [compensable] value of these liens, which constitute compensable property, has every possible element of a Fifth Amendment ‘taking’ and is not a mere ‘consequential incidence’ of a valid regulatory measure.” (quoting Armstrong v. United States, 364 U.S. 40, 48 (1960)).
82 The emergency exception to the just compensation requirement of the Federal Takings Clause appears in several Supreme Court decisions.  See generally 2 Rotunda & Nowak, supra note 79, § 15.12(c), at 101315.  Several of these decisions involve the government’s activities during military hostilities.  See, e.g., United States v. Caltex (Phil.), Inc., 344 U.S. 149 (1952) (no compensable taking when Army destroys property to prevent enemy forces from obtaining it); United States v. Cent. Eureka Mining Co., 357 U.S. 155 (1958) (no compensable taking when government forces gold mines to cease operations to conserve resources for war effort); Nat’l Bd. of Young Men’s Christian Ass’ns v. United States, 395 U.S. 85 (1969) (no compensable taking where private property destroyed when U.S. troops take shelter there).  Compare United States v. Pewee Coal Co., 341 U.S. 114 (1951) (plurality opinion) (compensable taking when occupation is physical rather than regulatory, emergency notwithstanding).  The emergency exception is not limited to wartime activities, however.  See, e.g., Miller v. Schoene, 276 U.S. 272 (1928) (no compensable taking where trees destroyed to prevent disease from spreading to other trees); Dames & Moore v. Regan, 453 U.S. 654 (1981) (no compensable taking resulting from executive order nullifying attachments on Iranian assets and permitting those assets to be transferred out of the country).  The emergency exception is not limited to the physical destruction of property by the government, see Cent. Eureka Mining, 357 U.S. at 168, but the Supreme Court has suggested it does not apply to physical occupation of property; see Pewee, 341 U.S. at 11617 (plurality opinion), or permanent appropriation, see Lingle v. Chevron U.S.A., Inc., 544 U.S. 528, 538 (2005), both of which constitute a per se taking.  Moreover, we believe that a permanent appropriation of property by the government would be generally inconsistent with the concept of an “emergency.”  See Cent. Eureka Mining, 357 U.S. at 168 (describing wartime restrictions as “temporary in character”).
83 Connolly, 475 U.S. at 224–25 (noting that one point of Federal Takings Clause analysis is “the extent to which the regulation has interfered with distinct investment-backed expectations”) (quoting Penn Cent. Transp. Co. v. New York, 438 U.S. 104, 124 (1978)); Cent. Eureka Mining, 357 U.S. 155 (no compensable taking when government forces gold mines to cease operations to conserve resources for war effort).
84 Lingle, 544 U.S. at 538.
85 Penn Cent. Transp. Co. v. City of New York, 438 U.S. 104, 124 (1978).
86 Id.
    15


The first factor requires a court to examine “the purpose and importance of the public interest underlying a regulatory imposition.”87
The second factor incorporates the principle enunciated by Justice Holmes: “Government hardly could go on if to some extent values incident to property could not be diminished without paying for every such change in the general law.”88 Relatedly, “not every destruction or injury to property by governmental action has been held to be a ‘taking’ in the constitutional sense.”89 Diminution in property value alone, thus, does not constitute a taking; there must be serious economic harm.
Under the third factor, the burden of showing interference with reasonable investment-backed expectations is a heavy one.90 Thus, a reasonable investment-backed expectation “must be more than a ‘unilateral expectation or an abstract need.’”91 Further, “legislation readjusting rights and burdens is not unlawful solely because it upsets otherwise settled expectations.”92 “[T]he fact that legislation disregards or destroys existing contractual rights does not always transform the regulation into an illegal taking. This is not to say that contractual rights are never property rights or that the Government may always take them for its own benefit without compensation.”93 In order to sustain a claim under the Federal Takings Clause, the private party must show that it had a “reasonable expectation” at the time the contract was entered that it “would proceed without possible hindrance” arising from changes in government policy.94
We are not aware of any case law that addresses the applicability of the Federal Takings Clause in the context of exercise by a state of its police power to abrogate or impair contracts otherwise binding on the state. The outcome of any claim that interference by the State with the value of the Transition Property without compensation is unconstitutional would likely depend on factors such as the State interest furthered by that interference and the extent of financial loss to Bondholders caused by that interference, as well as the extent to which courts would consider that Bondholders had a reasonable expectation that changes in government policy and regulation would not interfere with their investment. With respect to the last factor, we note that the Securitization Law expressly provides for the creation of transition property in connection with the issuance of transition bonds, and further provides that the any related financing order shall remain in effect and the transition property shall continue to exist for the same period as the State Pledge.95 Moreover, through the State Pledge, the State “pledges…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 the Transition Property.96 Given the foregoing, we believe it would be hard to dispute that Bondholders have reasonable investment expectations with respect to their investments in the Bonds.
Based on our analysis of relevant judicial authority discussed above, it is our opinion, as set forth above, subject to all of the qualifications, limitations and assumptions set forth in this letter, that, under the Federal Takings Clause, a reviewing court would hold that the State is required to pay just compensation to Bondholders if the State’s repeal or amendment of the Securitization Law or taking of any other action by the State in contravention of the State Pledge
87 Maritrans Inc. v. United States, 342 F.3d 1344, 1356 (Fed. Cir. 2003); see also Keystone Bituminous Coal Ass’n, 480 U.S. 470.
88 Penn. Coal Co. v. Mahon, 260 U.S. 393, 413 (1922).
89 Armstrong v. United States, 364 U.S. 40, 48 (1960).
90 DeBenedictis, 480 U.S. at 493.
91 Monsanto, 467 U.S. at 1005–06 (quoting Webb’s Fabulous Pharmacies, 449 U.S. at 161).
92 Usery v. Turner Elkhorn Mining Co., 428 U.S. 1, 16 (1976).
93 Connolly, 475 U.S. at 224 (citation omitted).
94 Chang v. United States, 859 F.2d 893, 897 (Fed. Cir. 1988).
95 PURA § 39.304
96 PURA § 39.310.
    16


constituted a Taking. As noted earlier, in determining what is an undue interference, a court would consider the nature of the governmental action and weigh the public purpose served thereby against the degree to which it interferes with the legitimate property interests and distinct investment-backed expectations of the Bondholders. There can be no assurance, however, that any such award of just compensation would be sufficient to pay the full amount of principal of and interest on the Bonds.97
*************
97 A takings claim is generally not ripe until the government has made a final decision as to how a regulation will be applied to the property at issue.   Although federal courts used to find a taking claim not ripe unless the owner had sought and been denied compensation through whatever mechanisms state law provides, the Supreme Court recently overruled that precedent in Knick v. Twp. of Scott, 139 S. Ct. 2162 (2019).  The Court held that if a state or local government takes property without compensation, a property owner “can bring a federal suit” under 42 U.S.C. § 1983  (emphasis added) “without first bringing any sort of state lawsuit[.]” 139 S. Ct. at 217273 (quoting David A. Dana & Thomas W. Merrill, Property: Takings 262 (2002)). The Court added, however, that if the state has an adequate procedure for obtaining compensation for the taking, there typically will be “no basis to enjoin the government’s action effecting a taking,” so equitable relief will be “generally unavailable” in federal court in takings cases.  139 S. Ct. at 217273. We express no opinion as to whether Texas provides any administrative or judicial procedures for seeking just compensation for a taking of the type of contract rights the Bondholders possess, or whether such procedures are “adequate.” To the extent that there is a taking and state procedures for seeking just compensation are inadequate, Bondholders (or the Indenture Trustee on their behalf) or the Issuer could seek to enjoin enforcement of the State action by suing individual officers under Ex Parte Young, 209 U.S. 123, 15556 (1908) and 42 U.S.C. § 1983.
    17



This opinion letter may not be relied on in any manner or for any purpose by any Person other than the addressees listed on Schedule I hereto nor may this opinion letter be relied on by you for any purpose other than the transactions described herein. This opinion letter may not be quoted, published, communicated or otherwise made available in whole or in part to any person (including, without limitation, any person who acquires a Bond or any interest therein from an Underwriter) other than the addressees listed on Schedule I hereto without our specific prior written consent, except that (x) each of the Underwriters may furnish copies of this letter (i) to any of its accountants or attorneys, (ii) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative, governmental, supervisory or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the Financial Industry Regulatory Authority, Inc.), (iii) to any other person for the purpose of substantiating an Underwriter’s due diligence defense and (iv) as otherwise required by law; provided, that none of the foregoing persons is entitled to rely hereon unless an addressee hereof, (y) a copy of this opinion letter may be posted by or at the direction of ETI or the Issuer to an internet website required under Rule 17g-5 promulgated under the Securities Exchange Act of 1934, as amended, and maintained in connection with the ratings on the Bonds solely for the purpose of compliance with such rule or undertakings pursuant thereto made by ETI or the Issuer. Such permission to post a copy of this letter to such website shall not be construed to entitle any person, including any credit rating agency, who is not an addressee hereof to rely on this opinion letter.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement, and to all references to our firm included in or made a part of the Registration Statement. In giving the foregoing consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the related rules and regulations of the Commission.
This opinion letter is being given as of the date hereof, and we assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances which may hereafter come to our attention with respect to the matters discussed herein, including any changes in applicable law which may hereafter occur.
Very truly yours,

Norton Rose Fulbright US LLP
102933019.10     18


SCHEDULE I
ADDRESSEES
The Bank of New York Mellon, a New York banking corporation
2 N. LaSalle Street, Suite 700
Chicago Illinois 60602
Attention:    ABS Corporate Trust Administration

Moody’s Investors Service, Inc.
25th Floor, 7 World Trade Center
250 Greenwich Street
New York, New York 10007
Attention:    ABS/RMBS Monitoring Department

S&P Global Ratings
55 Water Street
New York, New York 10041
Attention:    Structured Credit Surveillance

Each of the following, for itself and as Representatives of the Underwriters of the Bonds:

[_________]
Attention:    [_________]

[_________]
Attention:    [_________]



Exhibit 99.3

[Duggins Wren Mann & Romero, LLP letterhead]
    
[DATE]

Each of the Addressees Listed on
Schedule I Attached Hereto

    Re:    Entergy Texas Restoration Funding II, LLC Senior Secured System Restoration Bonds, Series 2022-A

    Ladies and Gentlemen:

We have acted as local Texas counsel to Entergy Texas, Inc., a Texas corporation (“ETI”), and Entergy Texas Restoration Funding II, LLC, a Delaware limited liability company (the “Issuer”), in connection with ETI’s transfer of the rights and interests of ETI under the Financing Order, including the right to impose, collect, and receive system restoration charges, to the Issuer pursuant to that certain Transition Property Purchase and Sale Agreement, dated as of [●], 2022 (the “Sale Agreement”), between ETI and the Issuer and the related Bill of Sale dated as of [●], 2022 (the “Bill of Sale”). Unless the context clearly indicates otherwise, capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture dated as of [●], 2022, as supplemented by the Series Supplement dated as of [●], 2022 (as so supplemented, the “Indenture”), between the Issuer and The Bank of New York Mellon, a New York banking corporation, as indenture trustee (the “Indenture Trustee”) and securities intermediary, including Appendix A attached thereto. This opinion is being delivered pursuant to Section 9(i) of the Underwriting Agreement dated [●], 2022, among ETI, Issuer and the Underwriters named therein.

    We have reviewed the following documents and any exhibits thereto for purposes of this opinion (collectively, the “Relevant Documents”):

1.the Sale Agreement and the Bill of Sale;
2.the Servicing Agreement;
3.the Indenture;
4.the Underwriting Agreement;
5.the Certificate of Formation;
6.the Limited Liability Company (“LLC”) Agreement;
7.the Application;
DWMR Texas Constitutional Opinion






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 2

8.the January 14, 2022, Financing Order of the Public Utility Commission of Texas (“PUCT”) in Docket No. 52302 (“the Financing Order”); and
9.that certain Issuance Advice Letter (the “Issuance Advice Letter”) filed with the PUCT on [●], 2022.
    In connection with the issuance of certain system restoration bonds within the meaning of Chapter 36, Subchapter I and Chapter 39, Subchapter G of the Texas Public Utility Regulatory Act (“PURA”),1 ETI has requested that we deliver certain opinions, under the Texas Constitution, regarding the Transition Property (as defined in the Indenture) and the PURA.

I.    STATUTORY FRAMEWORK

    The Texas Legislature (“Legislature”) enacted Senate Bill 7, effective September 1, 1999, for the purpose of protecting “the public interest during the transition to and in the establishment of a fully competitive electric power industry.”2 This legislative effort is primarily reflected in Chapter 39 of PURA. PURA § 39.001(b) states, in pertinent part,

    The legislature finds that it is in the public interest to:

(1) implement on January 1, 2002, a competitive retail electric market that allows each retail customer to choose the customer’s provider of electricity and that encourages full and fair competition among all providers of electricity;

(2) allow utilities with uneconomic generation-related assets and purchased power contracts to recover the reasonable excess costs over market of those assets and purchased power contracts….

The utility assets as to which the Legislature believed the public interest requires recovery include both “stranded costs” (“the positive excess of the net book value of generation assets over the market value of the assets”)3 and “regulatory assets” (as reported by the utility in its 1998 annual report on Securities and Exchange Commission Form 10-K).4 The Legislature provided several means for recovery of these assets, including “securitization financing” per the requirements and procedures of PURA Chapter 39, Subchapter G.

In September 2005, Hurricane Rita struck the coastal areas of the region causing catastrophic damage to ETI’s (then Entergy Gulf States, Inc.) electric utility system and leaving thousands of Texans without electricity. ETI incurred substantial costs to repair and rebuild its utility infrastructure and restore service. In response to concerns regarding the long-term stability and reliability of electric service due to the reconstruction expense ensuing from the storm, the Legislature amended Chapter 39 of
1     Public Utility Regulatory Act, Tex. Util. Code §§ 11.001-66.016.
2     PURA § 39.001(a).
3     PURA §§ 39.251(7), .252(a).
4     PURA §§ 39.301, .302(5).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 3

PURA during the 3rd Called Session of the 79th Legislature by enacting House Bill 163, which provided for the “securitization” of ETI’s hurricane reconstruction costs and their recovery through the sale of bonds per the requirements and procedures of Subchapter G. Securitization was “expected to result in significant savings to customers, compared to the rates customers would pay if the Hurricane Rita costs were recovered through conventional means, such as their inclusion in a base rate proceeding.”5

    The 81st Legislature generalized this approach to storm cost recovery when it enacted Senate Bill 769 in 2009. Senate Bill 769 added Subchapter I to Chapter 36 of PURA to enable any electric utility “to obtain timely recovery of system restoration costs and to use securitization financing to recover these costs.”6 In its analysis of the bill, the House Research Organization discussed the efficiencies and cost savings Senate Bill 769 was intended to provide:

The conventional method of recovering storm costs is for a utility to go through a base rate proceeding at the PUC, which takes 185 days to complete and often is costly due to litigation. Base rate proceedings cause significant delays in the recovery of storm costs and place additional costs on the affected utilities, which are passed on to customers, including both the cost of the proceeding and high interest and finance charges. Currently, a utility must receive approval from the Legislature through special legislation in order to recover system restoration costs through securitization. For example, HB 163 by P. King, enacted by 79th Legislature during its 2006 third called session, allowed Entergy to use securitization to recover costs resulting from Hurricane Rita in 2005. CSHB 13787 would authorize the PUC to approve the use of securitization without the utility having to wait for a legislative session to do so.8

Thus, Senate Bill 769 declared its intent that “securitization of system restoration costs will be accomplished using the same procedures, standards, and protections for securitization authorized under Subchapter G, Chapter 39.9 It defined “system restoration costs” as:

reasonable and necessary costs, including costs expensed, charged to self-insurance reserves, deferred, capitalized, or otherwise financed, that are incurred by an electric utility due to any activity or activities conducted by or on behalf of the electric utility in connection with the restoration of service and infrastructure associated with electric power outages affecting customers of the electric utility as the result of any tropical storm or hurricane, ice or snow storm, flood, or other weather-related event or natural disaster that occurred in calendar year 2008 or thereafter. System restoration costs include mobilization, staging, and construction,
5     Senate Comm. on Business & Commerce, Bill Analysis, Tex. H.B. 163, 79th Leg., 3d C.S. (2006).
6     PURA § 36.401(a).    
7     CSHB 1378 was ultimately passed as Senate Bill 769.
8     House Comm. on State Affairs, Bill Analysis, Tex. S.B. 769, 81st Leg., R.S. (2009).
9     PURA § 36.401(b).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 4

reconstruction, replacement, or repair of electric generation, transmission, distribution, or general plant facilities. System restoration costs shall include reasonable estimates of the costs of an activity or activities conducted or expected to be conducted by or on behalf of the electric utility in connection with the restoration of service or infrastructure associated with electric power outages, but such estimates shall be subject to true-up and reconciliation after the actual costs are known.10

Senate Bill 769 also enacted a new Section 36.403 that incorporates the procedures and standards of PURA Chapter 39, Subchapter G. Section 36.403(d) amends the definition of “qualified costs” to include “system restoration costs,” as follows:

(d)  For purposes of this subchapter, “qualified costs,” as defined by Section 39.302 and as used in Subchapter G, Chapter 39, includes 100 percent of the electric utility’s system restoration costs, net of any insurance proceeds, governmental grants, or other source of funding that compensate the utility for system restoration costs, received by the utility at the time it files an application for a financing order. Qualified costs also include the costs of issuing, supporting, and servicing transition bonds and any costs of retiring and refunding existing debt and equity securities of an electric utility subject to this subchapter in connection with the issuance of transition bonds. For purposes of this subchapter, the term qualified costs also includes:

(1)  the costs to the commission of acquiring professional services for the purpose of evaluating proposed transactions under this subchapter; and

(2)  costs associated with ancillary agreements such as any bond insurance policy, letter of credit, reserve account, surety bond, swap arrangement, hedging arrangement, liquidity or credit support arrangement, or other financial arrangement entered into in connection with the issuance or payment of transition bonds.

Section 36.403(e) amends the definition of “transition bonds” in PURA § 39.302 to include “transition bonds issued in association with the recovery of system restoration costs” and states that “[t]ransition bonds issued to securitize system restoration costs may be called “system restoration bonds.’”

    Section 36.403(f) amends the definition of “transition charges” in PURA § 39.302 to include:

nonbypassable amounts to be charged for the use of electric services, approved by the commission under a financing order to recover system restoration costs, that shall be collected by an electric utility, its successors, an assignee, or other collection agents as provided for in the financing order. Transition charges approved by the commission under a
10     PURA § 36.402(a).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 5

financing order to recover system restoration costs may be called “system restoration charges” or may be called by any other name acceptable to the issuer and the underwriters of the transition bonds.

PURA § 39.306 provides that “[a] financing order shall include terms ensuring that the imposition and collection of transition charges authorized in the order shall be nonbypassable.” PURA § 36.404, added by Senate Bill 769, dovetails with this requirement and states:

The commission shall include terms in the financing order to ensure that the imposition and collection of transition charges associated with the recovery of system restoration costs are nonbypassable by imposing restrictions on bypassability of the type provided for in Chapter 39 or by alternative means of ensuring nonbypassability, as the commission considers appropriate, consistent with the purposes of securitization.

The rights and interests of a utility to receive system restoration charges become “transition property” when “they are first transferred to an assignee or pledged in connection with the issuance of transition bonds.”11 Section 39.304 further provides:

(b) Transition property shall constitute a present property right for purposes of contracts concerning the sale or pledge of property, even though the imposition and collection of transition charges depends on further acts of the utility or others that have not yet occurred. The financing order shall remain in effect and the property shall continue to exist for the same period as the pledge of the state described in Section 39.310.

(c) All revenues and collections resulting from transition charges
shall constitute proceeds only of the transition property arising from the financing order.12

The “pledge of the state” referenced in Section 39.304(b) (hereinafter the “State Pledge”) is set forth in PURA § 39.310 and provides as follows:

PLEDGE OF STATE. 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 [relating to true-up], 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
11     PURA § 39.304(a).
12     PURA § 39.304(b) and (c) (emphasis added).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 6

transition bonds is authorized to include this pledge in any documentation relating to those bonds.

As authorized by Section 39.310 and the Financing Order, the language of the State Pledge has been included in the System Restoration Bonds and in the Indenture. The Financing Order also explicitly provides that “the State of Texas has pledged for the benefit and protection of all financing parties and Entergy Texas, that it will not take or permit any action that would impair the value of transition property, or, except as permitted by PURA § 39.307, reduce, alter or impair the system restoration charges to be imposed, collected, and remitted to any financing parties, until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the system restoration bonds have been paid and performed in full.”13

The Transition Property at issue was created in favor of ETI, pursuant to the Financing Order issued by the PUCT on January 14, 2022, in Docket No. 52302; and the Transition Property was assigned to the Issuer pursuant to the provisions of the Sale Agreement, in consideration for the payment by the Issuer to ETI of the proceeds of the sale of the System Restoration Bonds, net of certain issuance costs. The Transition Property includes the right to impose and receive certain “nonbypassable” system restoration charges described in the Financing Order (the “System Restoration Charges”). The Financing Order provides that “this Order, together with the system restoration charges authorized by this Order, is irrevocable and not subject to reduction, impairment, or adjustment by further act of the Commission, except for the true-up procedures approved in this Order, as required by PURA § 39.307, . . .”14 It further provides that “[t]ransition property will constitute a present property right for purposes of contracts concerning the sale or pledge of property, even though the imposition and collection of the system restoration charges depend on further acts by Entergy Texas or others that have not yet occurred, as provided by PURA § 39.304(b)”15 and “[u]pon the transfer by Entergy Texas of transition property to a BondCo, the BondCo will have all of the rights, title and interest of Entergy Texas with respect to such transition property including the right to impose, collect and receive the system restoration charges authorized by the Order.”16 It also requires that System Restoration Charges be adjusted at least annually to correct any overcollections or undercollections in the preceding 12 months17 and that the servicer make mandatory interim true-up adjustments semi-annually (or quarterly after the final scheduled payment date of the last tranche of system restoration bonds) if the servicer forecasts that System Restoration Charge collections will be insufficient to make all scheduled payments of principal, interest and other amounts in respect of the system restoration bonds on a timely basis during the current or next succeeding payment period, or to replenish any draws upon the capital subaccount.18 These adjustments are intended to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the system restoration bonds. Finally, the
13     Application of Entergy Texas, Inc. for a Financing Order, Docket No. 52302, Financing Order at Conclusion of Law No. 39 (January 14, 2022).
14     Id. at Conclusion of Law No. 19.
15     Id. at Conclusion of Law No. 22.
16     Id. at Conclusion of Law No. 24.
17     Id. at Finding of Fact No. 91.
18     Id. at Finding of Fact No. 94.






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 7

Financing Order states that “[t]he Commission guarantees that it will act under this Order as expressly authorized by PURA to ensure that expected system-restoration-charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the system restoration bonds issued under this Order and other costs, including fees and expenses, in connection with the system restoration bonds.”19

The Financing Order was issued in response to an application for its issuance that was filed by ETI with the PUCT pursuant to the provisions of PURA. The Financing Order became final and not subject to further appeal on [●], 2022. ETI filed its Issuance Advice Letter with the PUCT on [●], 2022, as required by the Financing Order, and Schedule SRC-2 relating to the System Restoration Charges on [●], 2022.

II.    OPINIONS REQUESTED

You have requested our opinion on the following issues:

1.    whether Texas courts would uphold the validity of the State Pledge;

2.    whether the Texas Constitution permits Subchapter I of Chapter 36 and Subchapter G of Chapter 39 of PURA to be amended or repealed by citizen initiative or referendum;

3.    (a) whether the holders of the Bonds (the “Bondholders”), or the Indenture Trustee acting on their behalf, could successfully challenge under the Texas Contract Clause (as described below) the constitutionality of any legislation passed by the Texas Legislature that repeals the State Pledge or limits, alters, impairs, or reduces the value of the Transition Property or System Restoration Charges so as to cause a substantial impairment of the terms of the Indenture or the Bonds or the rights and remedies of the Bondholders (or the Indenture Trustee acting on their behalf) prior to the time that the Bonds are fully paid and discharged (“State Impairment Legislation”); (b) whether Texas courts would conclude that a substantial impairment of a legislative character by the PUCT (“PUCT Impairment Action”) would be treated in the same manner as State Impairment Legislation under the Texas Contract Clause; and (c) whether preliminary and permanent injunctive relief would be available under Texas law to the Bondholders to delay or enjoin implementation of State Impairment Legislation or PUCT Impairment Action; and

4.    whether a court applying Texas law would find a compensable taking under the Texas Takings Clause (as described below) if the State, including its agencies and instrumentalities, including the PUCT, takes action in violation of the State Pledge that, without paying just compensation to the Bondholders, (i) permanently appropriates the Transition Property or denies all economically productive use of the
19     Id. at Ordering Paragraph No. 57.






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 8

Transition Property; (ii) destroys the Transition Property, other than in response to emergency conditions; or (iii) substantially reduces, alters or impairs the value of the Transition Property, if the action unduly interferes with the Bondholders’ reasonable investment-backed expectations.

    Based upon our review of relevant judicial authority, as set forth in this letter, but subject to the qualifications, limitations and assumptions set forth in this letter, it is our opinion that a reviewing court, in a properly prepared and presented case:

1. would uphold the validity of the State Pledge;

2. would conclude that the Texas Constitution does not provide for the amendment or repeal of Subchapter I of Chapter 36 or Subchapter G of Chapter 39 of PURA by citizen initiative or referendum;

3. (a) would conclude that the Bondholders (or the Indenture Trustee acting on their behalf) could successfully challenge under the Texas Contract Clause the constitutionality of State Impairment Legislation (other than a law passed by the Legislature in the valid exercise of the State’s police power necessary to safeguard the public safety and welfare);

(b) would conclude that PUCT Impairment Action would be treated in the same manner as State Impairment Legislation under the Texas Contract Clause; and

(c) should conclude that Bondholders are entitled to permanent injunctive relief under state law to prevent implementation of State Impairment Legislation or PUCT Impairment Action hereafter passed by the Legislature or otherwise taken in violation of the Texas Contract Clause; and that although sound and substantial arguments support the granting of preliminary injunctive relief, the decision to do so will be in the discretion of the court requested to take such action, which will be exercised on the basis of the considerations discussed in subpart (C)(5) of Part III below; and

4. would find a compensable taking under the Texas Takings Clause if (a) it concludes that the Transition Property is property of a type protected by the Texas Takings Clause and (b) the State takes action that, without paying just compensation to the Bondholders (i) permanently appropriates the Transition Property or denies all economically productive use of the Transition Property; (ii) destroys the Transition Property, other than in response to emergency conditions; or (iii) substantially reduces, alters or impairs the value of the Transition Property, if the action unduly interferes with the Bondholders’ reasonable investment-backed expectations; provided that, the court’s conclusion that a compensable taking had occurred would depend upon its resolution of the issues discussed in Part III below.






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 9


    Our opinion in the immediately preceding subparagraphs 1, 2, 3 and 4 and in our discussion below is based upon our evaluation of existing judicial decisions and arguments related to the factual circumstances likely to exist at the time of a Texas Contract Clause or Texas Takings Clause challenge to State Impairment Legislation, or to PUCT Impairment Action, or to other State action claimed to be a taking of the Bondholders’ property. Our opinion is intended to express our belief as to the result that should be obtainable through the proper application of existing judicial decisions in a properly prepared and presented case. Such precedents and such circumstances could change materially from those discussed below in this letter.

    In addition, our opinion assumes that any State Impairment Legislation or PUCT Impairment Action effects a substantial impairment of (i) the terms of the Indenture or the Bonds or (ii) the rights and remedies of the Bondholders (or the Indenture Trustee acting on their behalf) prior to the time that the Bonds are fully paid and discharged (or such payment is provided for), if it prevents payment of the Bonds or significantly affects the security for the Bonds. The determination of whether particular legislative action constitutes a substantial impairment of a particular contract is a fact-specific analysis, and nothing in this letter expresses any opinion as to how a court would resolve the issue of “substantial impairment” with respect to the Financing Order, the Charges, the Transition Property, the Indenture or the Bonds vis-a-vis a particular legislative action.

III.    DISCUSSION

A.    Validity of the State Pledge

    While the Texas Supreme Court upheld the constitutionality of Subchapter G of Chapter 39 of PURA in City of Corpus Christi v. Public Utility Commission20 against various arguments under Article I, Section 17 of the Texas Constitution (the “Texas Takings Clause”) and against a challenge under Article III, Section 51 of the Texas Constitution (prohibiting grants of public money to individuals), we are not aware of any case law ruling on the validity of the State Pledge found in Subchapter G of Chapter 39 of PURA § 39.310.

    The Texas Supreme Court upheld the validity of a similar pledge in Lower Colorado River Authority v. McGraw.21 The court rejected several challenges directed at the constitutionality of legislation creating the Lower Colorado River Authority (“LCRA”), and it also rejected a claim that the Legislature’s pledge not to impair the LCRA’s ability to recover revenue sufficient to pay the bondholders was an unconstitutional delegation of legislative authority. The provision at issue stated, in pertinent part:

Nothing herein shall be construed as depriving the State of Texas of its power to regulate and control fees and/or charges to be collected for the use of water, water connections, power, electric energy, or other service
20     51 S.W.3d 231 (Tex. 2001).
21     125 Tex. 268, 83 S.W.2d 629 (1935).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 10

provided that the State of Texas does hereby pledge to and agree with the purchasers and successive holders of the bonds issued hereunder that the State will not limit or alter the power hereby vested in the District to establish and collect such fees and charges as will produce revenues sufficient to pay the items specified in subparagraphs (a), (b), (c) and (d) of this Section 8, or in any way to impair the rights or remedies of the holders of the bonds, or of any person in their behalf, until the bonds, together with the interest thereon, with interest on unpaid installments of interest and all costs and expenses in connection with any action or proceedings by or on behalf of the bondholders and all other obligations of the District in connection with such bonds are fully met and discharged.22

The court found that the Legislature had the authority to confer on the LCRA the right to establish rates for its services and “had the power to guarantee the continuation of such rates as long as the lawful obligations of the district are outstanding.”23 As the court observed, “[i]f this were not so, bonds of the district, based on income, would be idle and vain things.”24

    In a more recent case concerning the scope of a city’s regulatory authority over the LCRA, the Texas Supreme Court reaffirmed its holding in McGraw concerning the validity and efficacy of the State’s pledge to not impair the rights of bondholders to full recovery.25 The court stated:

In our opinion the statute means precisely what it says, i.e., that the LCRA Board will establish rates and charges in the first instance, that its action in that respect is subject at all times to the power of regulation reserved to the State, and that this reserved power will not be exercised in a manner that will prejudice bondholders or prevent the collection of revenues required for the purposes designated in the four subparagraphs.26

    Based on these authorities, we believe that courts applying Texas law would uphold the validity of the State Pledge in PURA § 39.310.

B.    Amendment or Repeal of Legislation by Citizen Initiative or Referendum

22     McGraw, 83 S.W.2d at 637 (emphasis added).
23     Id. at 638.
24     Id.
25     Lower Colo. River Auth. v. City of San Marcos, 523 S.W.2d 641 (Tex. 1975).
26     Id. at 645.






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 11

The Texas Constitution does not provide for citizen initiative or proposal of statewide legislation leading to a popular referendum to adopt or repeal legislation.27 The Legislature has not provided for citizen initiative and referendum in PURA with respect to the matters governed therein.28

The Texas Constitution provides that: “The Legislative power of this State shall be vested in a Senate and House of Representatives, which together shall be styled ‘The Legislature of the State of Texas.’”29 With the exception of the specific delegations of authority noted in the footnotes, the Texas Legislature exercises exclusive authority in the field of legislation in Texas.

We are of the opinion that Texas courts would conclude that Texas law does not provide for citizen initiative or referendum with respect to Subchapter I of Chapter 36 or Subchapter G of Chapter 39 of PURA.


C.    Legislative or Regulatory Impairment of Bondholders’ Rights

It is our opinion that Bondholders, or the Indenture Trustee on their behalf, could successfully challenge under Article I, Section 16 of the Texas Constitution (the “Texas Contract Clause”) the constitutionality of any legislation passed by the Texas Legislature or action taken by the PUCT that repeals the State Pledge or limits, alters, impairs, or reduces the value of the Transition Property, unless the law at issue was passed by the Legislature in the valid exercise of the State’s police power and is necessary to safeguard the public safety and welfare.

(1)    State Impairment Legislation

The Texas Contract Clause states, in pertinent part: “No . . . law impairing the obligation of contracts, shall be made.” In City of Aransas Pass v. Keeling,30 the City of Aransas Pass sued to compel the Texas Attorney General to approve bonds that had been issued by the city pursuant to legislation that donated to the city for twenty years eight-ninths of the net amount of the state ad valorem taxes due upon property in San Patricio County, authorized the issuance of bonds by the city to procure money to be used exclusively to construct and maintain sea walls, breakwaters, and shore protections, and
27     The Constitution does provide for popular referendum in certain specific circumstances: (1) it authorizes elections on local option laws regarding the sale of alcoholic beverages, Tex. Const. art. XVI, § 20; (2) it requires submission to the voters of salary recommendations for certain elected officials, Tex. Const. art. III, § 24; (3) it requires that constitutional amendments be adopted by popular referendum, Tex Const. art. XVII, § 1; and (4) it requires a statewide referendum on the question of imposing an income tax on natural persons, Tex. Const. art. VIII, § 24.
28     The Legislature has previously made popular referendum, but not citizen initiative, part of the adoption of certain local option laws in other instances, including: local adoption by popular referendum is required for the property tax exemption for organizations primarily engaged in charitable activities, Tex. Tax Code § 11.184 (which has since been repealed), and local adoption by popular referendum is required to impose municipal sales and use taxes, Tex. Tax Code § 321.101.
29     Tex. Const. art. III, § 1.
30     112 Tex. 339, 247 S.W. 818 (1923).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 12

declared that the eight-ninths of the state taxes donated to the city should be held in trust and applied to create a sinking fund for the redemption of the bonds and to pay the interest thereon. The Attorney General argued, among other things, “that reasonable provision is wanting to redeem the bonds because the Legislature, after the sale of the bonds, can repeal the donation of state taxes for 20 years.”31 The court rejected this argument, stating:

State and federal authorities are uniform that, when an act of a state Legislature, authorizing a bond issue, creates, or authorizes the creation of, a certain fund for the bond’s payment, such provision of the act enters into the contract between the debtor and the holders of the bonds, so that it cannot be repealed by subsequent legislation without the substitution of something of equal efficacy. The subsequent legislation would impair the obligation of the contract, and therefore come under constitutional condemnation.32

In City of Austin v. Cahill,33 the Texas Supreme Court had previously drawn the same conclusion under the contract clause of the U.S. Constitution. In that case, the City of Austin argued that the Legislature had amended the Charter of the City of Austin by withdrawing its taxing power to repay certain previously issued or unrefunded bonds. The court held that the adversely affected bondholders had a contractual right to compel by mandamus a tax levy which related back to the time when such taxes should have been levied in order for the city to be able to meet its financial obligations under the bonds. The court stated:

Much strength is also imparted to this view by the consideration that the Legislature must be presumed to have known that it was not within its constitutional power to impair the contract with the holders of the unrefunded bonds by withdrawing the taxing power which was a part of the obligation of the contract.34

These precedents, while quite old, have continuing vitality with respect to the principle that, when the state makes provision for and assurances of a revenue source for the repayment of bonds, such assurances enter into the contract and cannot later be impaired by legislative action.

In a different context, the Texas Supreme Court ruled that a Moratorium Law enacted during the Great Depression to forestall suits to foreclose liens on real property deprived lienholders “of the rights and remedies for which [they] contracted.”35 The court rejected the argument that the state’s police power authorized the Moratorium legislation. Though it noted the similarities between the contract clauses in the Texas
31     Id. at 112 Tex. 339, 347-48, 247 S.W. 818, 821 (1923).
32     Id. (citing City of Austin v. Cahill, 99 Tex. 172, 88 S.W. 542 (1905); Bassett v. City of El Paso, 88 Tex. 168, 30 S.W. 893 (1895); Morris & Cummings v. State, 62 Tex. 745 (1884); Fletcher v. Peck, 10 U.S. 87 (1810); and Seibert v. United States, 122 U.S. 284 (1887)).
33     99 Tex. 172, 88 S.W. 542 (1905).
34     Cahill, 88 S.W. at 546 (citing U.S. Const art. 1, § 10).
35     Travelers’ Ins. Co. v. Marshall, 124 Tex. 45, 76 S.W.2d 1007, 1009 (1934).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 13

Constitution and the United States Constitution,36 the court reasoned that Section 29 of the Texas Constitution’s Bill of Rights, which excepts from the general powers of government all rights guaranteed by the Bill of Rights, “is an express limitation on the police power which . . . plainly prohibits the enactment of legislation the effect of which is to impair the obligation of contracts.”37

More recently, Texas courts have begun to develop a more flexible approach to this analysis. In Edgewood Independent School District v. Meno, the Texas Supreme Court affirmed the vitality of the holding in Keeling that, when the Legislature provides for the creation of a certain fund for the payment of a bond issue, the provision “cannot be repealed by subsequent legislation without the substitution of something of equal efficacy,” but found that the rule “does not prohibit every act affecting a bond-issuing entity’s ability to repay its obligations; rather, it proscribes the unmitigated repeal of a funding source.”38 The Edgewood case challenged the school funding legislation that came to be known as the Robin Hood law. Under that law, when a property-rich district failed to reduce its taxable property to $280,000 per student, the Commissioner of Education was required to detach property from the district and annex it to another district. The school districts that challenged the law argued that “the threat of this procedure creates a danger that insufficient funds will be available to meet the district’s outstanding bonded indebtedness. . . . [and] impairs the district’s ability to repay its obligations, in violation of the Texas and United States Constitutions.” Citing two earlier decisions of the Texas Commission on Appeals, the court stated:

As long as the entity is clearly able to repay its obligations within statutory and constitutional limitations, legislation reducing the entity’s tax base does not impair the obligation of contracts.39

The court also noted that, in Determan v. City of Irving, the court of appeals had struck down “a six-percent limitation on a city’s annual tax increases, because such a limitation increased the likelihood that the city’s tax rate would be insufficient to meet its debt service requirements.”40 The court disapproved any suggestion in Determan inconsistent with its holding.

36     In Travelers’ Ins. Co. v. Marshall, the Texas Supreme Court noted that the contract clause in the Texas Constitution adopted in 1876 was “derived from” the contract clause in the U.S. Constitution, which is nearly identical in wording. Id. at 1012. The court reasoned that the interpretation of the Federal Contract Clause by the federal courts is of critical importance in understanding the meaning of the Texas Contract Clause at the time it was adopted. Thus, in considering challenges to State legislation or action which impairs an existing contract, Texas courts have traditionally looked to and applied federal law developed under the Federal Contract Clause, as well as applying their own analyses of the Texas Contract Clause. Lester v. First Am. Bank, Bryan, Tex., 866 S.W.2d 361, 365-66 (Tex. App.—Waco 1993, writ denied).
37     Travelers’ Ins. Co., 76 S.W.2d at 1011.
38     Edgewood Indep. Sch. Dist v. Meno, 917 S.W.2d 717, 742 (Tex. 1995) (emphasis in original) (quoting City of Aransas Pass v. Keeling, 112 Tex. 339, 347-48, 247 S.W. 818, 821 (1923)).
39     Id. (citing Lyford Indep. Sch. Dist. v. Willamar Indep. Sch. Dist., 34 S.W.2d 854, 856 (Tex. Comm’n App. 1931, judgm’t adopted) and El Dorado Indep. Sch. Dist. v. Tisdale, 3 S.W.2d 420, 422 (Tex. Comm’n App. 1928, judgm’t adopted)).
40     Id. at 742 (citing Determan v. City of Irving, Tex, 609 S.W.2d 565, 570 (Tex. Civ. App.—Dallas 1980, no writ)).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 14

The following year, in Barshop v. Medina County Underground Water Conservation District,41 the Texas Supreme Court considered a facial challenge to the constitutionality of the Edwards Aquifer Act. The Act created the Edwards Aquifer Authority to regulate groundwater withdrawals by well from the aquifer. It placed certain limitations on withdrawals and, thus, clashed with the common law rule of capture that a landowner’s “right to withdraw underground percolating water is not correlative, ‘but is absolute.’”42 The plaintiffs who brought the case, two county underground water conservation districts and three private landowners, claimed that the Act, among other constitutional violations, unconstitutionally impaired the obligation of contract.

Noting that it had not considered the scope of the contract clause since its opinion in Travelers’ Ins. Co. v. Marshall, where it determined that the state’s police power could never be used to justify an impairment of contract, the court summarized developments in federal and Texas case law inconsistent with the rule in Travelers’. The court observed that two years after the Travelers’ decision, the United States Supreme Court ruled that Travelers’ “only applied to statutes specifically directed against the terms of a contract.”43 The United States Supreme Court had concluded that, under Texas law, police power regulations dealing with physical things such as land or natural resources could have incidental effects on contracts if the power was exercised in the interest of the public welfare.44 The Texas Supreme Court also cited several Texas cases that “have likewise concluded that the contract clause may yield to statutes which are necessary to safeguard the public safety and welfare.”45 Based on these authorities, the court departed from the rule of Travelers’ and upheld the Edwards Aquifer Act and the restrictions it placed on groundwater withdrawals from the aquifer, stating:

Accordingly, we determine that the Act is not invalid under the contract clause because it is a valid exercise of the police power necessary to safeguard the public safety and welfare.46

    There are a number of earlier Texas court of appeals decisions finding that the Legislature was justified in impairing contractual rights when it exercised the police power to protect the public safety and welfare. However, none of the cases involved bondholders.47

41     925 S.W.2d 618 (Tex. 1996).
42     Id. at 625 (quoting Houston & T.C. Ry. Co. v. East, 98 Tex. 146, 81 S.W. 279 (1904)).
43     Id. at 634 (citing Henderson Co. v. Thompson, 300 U.S. 258 (1937)).
44     Henderson Co., 300 U.S. at 266 (1937).
45     Barshop, 925 S.W.2d at 635.
46     Id.
47     See, e.g., Trail Enters., Inc. v. City of Houston, 957 S.W.2d 625 (Tex. App.—Houston [14th Dist.] 1997, pet. denied) (drilling restrictions); Tex. State Teachers Ass’n v. State, 711 S.W.2d 421, 425 (Tex. App.—Austin 1986, writ ref’d n.r.e.) (teacher testing); State Bd. of Registration for Prof’l Eng’rs v. Wichita Eng’g Co., 504 S.W.2d 606, 608 (Tex. Civ. App.—Fort Worth 1973, writ ref’d n.r.e.) (restricting use of the term “engineering” in name of Co.); Dovalina v. Albert, 409 S.W.2d 616, 619 (Tex. Civ. App.—Amarillo 1966, writ ref’d n.r.e.) (test for licensing of polygraph operators); Biddle v. Bd. of Adjustment, 316 S.W.2d 437, 440-441 (Tex. Civ. App.—Houston 1958, writ ref’d n.r.e.) (zoning ordinance).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 15

In Trail Enterprises, Inc. v. City of Houston, a city ordinance restricted drilling within 100 feet of Lake Houston, a man-made lake developed on land acquired by the city subject to the mineral rights owner’s pre-existing mineral leases. Although the court found that the prohibition on drilling was a valid exercise of the city’s police power that justified the impairment of the contract, it also noted that “the City has not acted in derogation of its contract with Wilson or the mineral reservation in its deed. Both permitted drilling only if there was no pollution of the Lake.”48

Both Texas State Teachers Association v. State, and Dovalina v. Albert, involved claims that legislation instituting testing requirements for teacher certification, in the former, and polygraph examiner licensing, in the latter, violated the Texas Contract Clause. In Texas State Teachers Association v. State, the court registered its doubt “that teachers’ certificates are the type of protected rights that fall within the meaning of Article I, Section 16” of the Texas Constitution but assumed that they did for purposes of the opinion.49 After examining the legislative duty to regulate public schools, the court upheld the statute, reasoning as follows:

Because regulation of the teaching profession and of the public education system is a valid exercise of the police power, this Court has concluded that any impairment of appellants’ rights which has occurred is justified as an incident to the valid exercise of the police power.50

In Dovalina v. Albert, an individual who failed a newly enacted minimum standards test required for all operators of polygraph equipment argued that the Act instituting the testing requirement violated the Texas Contract Clause. The court rejected the claim, noting that “[h]ere as in Henderson [v. Thompson] the statute challenged is not directed against any term of any contract and its effect upon contracts is only incidental.”51

    Under these authorities, we are of the opinion that in a properly presented and argued challenge by the Bondholders (or the Indenture Trustee acting on their behalf), a reviewing court would rule that legislation impairing the rights of the Bondholders violates the Texas Contract Clause. Legislation that repealed or significantly modified the State Pledge in Section 39.310 of PURA or directly limited, altered, impaired, or reduced the value of the Transition Property or the charges at issue would not be considered “incidental,” and would be held to be an unconstitutional violation of the Texas Contract Clause unless the State could show that the impairment was justified on the basis of a legitimate exercise of its police powers necessary to safeguard the public safety and welfare.

(2)    Impairment by PUCT

The Texas cases cited above have addressed impairments of contractual obligations by the Legislature or a local governmental body. Nevertheless, if the PUCT
48     Trail Enters., Inc., 957 S.W.2d at 633.
49     Tex. State Teachers Ass’n, 711 S.W.2d at 424.
50     Id. at 425.
51     Dovalina, 409 S.W.2d at 619; see also Biddle, 316 S.W.2d at 440-441 (concluding that although the zoning ordinance at issue may have incidentally affected appellants’ contract, it did not unconstitutionally impair its obligation).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 16

were to take action that limits, alters, impairs, or reduces the value of the Transition Property or the System Restoration Charges, the Bondholders could also challenge the PUCT under the Texas Contract Clause. Ratemaking by a regulatory agency, such as the PUCT, has been characterized as being a legislative activity.52 In addition, in reviewing regulatory actions by the PUCT, Texas courts have applied the constitutional prohibitions against ex post facto and retroactive laws.53 These prohibitions, like the constitutional prohibition on impairment of contracts, are found in Article I, § 16 of the Texas Constitution.

Thus, if the PUCT were to exercise ratemaking that substantially impaired the Transition Property or System Restoration Charges created under the Financing Order, such action would give rise to state claims, similar to those that could be made against actions of the Legislature taken in derogation of the State Pledge. Section 39.304(b) of PURA states: “The financing order shall remain in effect and the property shall continue to exist for the same period as the pledge of the state described in Section 39.310.” This statutory provision, and the terms of the Financing Order providing that the State of Texas and the PUCT “will not take or permit any action that would impair the value of transition property, or, except as permitted by PURA § 39.307, reduce, alter or impair the system restoration charges to be imposed, collected, and remitted to any financing parties, until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the system restoration bonds have been paid and performed in full”,54 support the conclusion that a reviewing Texas state court likely would treat action by the PUCT repudiating the PUCT’s pledge in the Financing Order not to impair the System Restoration Charges in a manner similar to a repeal of the State Pledge by the Legislature.55 Texas state courts have enjoined unconstitutional action by members of a state agency, as discussed below.56

In Conclusion of Law No. 39 of the Financing Order, the PUCT acknowledges that it is bound by the State Pledge:

Under PURA § 39.310, the State of Texas has pledged for the benefit and protection of all financing parties and Entergy Texas, that it will not take or permit any action that would impair the value of transition property, or, except as permitted by PURA § 39.307, reduce, alter or impair the system restoration charges to be imposed, collected, and remitted to any financing parties, until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the system restoration bonds have been paid and performed in full. In issuing system restoration bonds, BondCo is authorized under PURA § 39.310
52     R.R. Comm’n v. Houston Natural Gas Corp., 289 S.W.2d 559, 562 (Tex. 1956); Cent. Power and Light Co. v. Pub. Util. Comm’n of Tex., 36 S.W.3d 547, 554 (Tex. App.—Austin 2001, pet. denied).
53     Southwestern Bell Tel. Co.v. Pub. Util. Comm’n, 615 S.W.2d 947, 956-57 (Tex. Civ. App.—Austin 1981), writ ref. n.r.e. per curiam 622 S.W.2d 82 (Tex. 1981); Cent. Power and Light, 36 S.W.3d at 554.
54     Financing Order at Conclusion of Law No. 39.
55     See, e.g., Lower Colo. River Auth. v. McGraw, 125 Tex. 268, 83 S.W.2d 629 (1935).
56     State Bd. of Ins. v. Prof’l & Bus. Men’s Ins. Co., 359 S.W.2d 312, 315 (Tex. Civ. App.—Austin 1962, writ ref’d n.r.e.).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 17

and this Order to include this pledge in any documentation relating to the system restoration bonds.

The statute and the Financing Order also contain language prohibiting the PUCT from impairing the Financing Order and the Charges. Section 39.303(d) of PURA states:

A financing order shall become effective in accordance with its terms, and the financing order, together with the transition charges authorized in the order, shall thereafter be irrevocable and not subject to reduction, impairment, or adjustment by further action of the commission, except as permitted by Section 39.307 [relating to true-ups].

This statement is reiterated in Conclusion of Law No. 19 of the Financing Order. In addition, Ordering Paragraph 57 of the Financing Order states:

Further Commission Action. The Commission guarantees that it will act under this Order as expressly authorized by PURA to ensure that expected system-restoration-charge revenues are sufficient to pay on a timely basis scheduled principal and interest on the system restoration bonds issued under this Order and other costs, including fees and expenses, in connection with the system restoration bonds.

Therefore, we are of the opinion that in a properly presented and argued challenge by the Bondholders (or the Indenture Trustee acting on their behalf), a reviewing court applying Texas law would treat a substantial impairment of the Financing Order by the PUCT in the same manner, and subject to the same qualifications, as State Impairment Legislation.

(3)    Declaratory Relief

    Texas law provides that “a person . . . whose rights . . . are affected by a statute . . . may have determined any question of construction or validity arising under the . . . statute . . . and obtain a declaration of rights . . . thereunder.”57 The constitutionality of legislation is a suitable matter for declaratory relief.58 If a statute is alleged to be unconstitutional, the attorney general of the State must also be served with a copy of the proceeding and is entitled to be heard.59

    A declaration that legislation impairing the obligation of contract is unconstitutional will depend on the matters discussed previously in this opinion. It would have to be established that such legislation caused a substantive impairment that significantly affects the security for the Bonds or prevents payments of the Bonds and that such impairment could not be justified by the State on the basis of a legitimate exercise of its police powers to safeguard the public safety and welfare.

57     Tex. Civ. Prac. & Rem. Code § 37.004(a).
58     Dodgen v. Depuglio, 146 Tex. 538, 209 S.W.2d 588, 592 (1948).
59     Tex. Civ. Prac. & Rem. Code § 37.006(b).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 18

(4)    Permanent Injunctive Relief

    Texas law provides that a “writ of injunction may be granted if: (1) the applicant is entitled to the relief demanded and all or part of the relief requires the restraint of some act prejudicial to the applicant . . . (3) the applicant is entitled to a writ of injunction under the principles of equity and the statutes of this state relating to injunctions . . . or (5) irreparable injury to real or personal property is threatened, irrespective of any remedy at law.”60

    Generally, a party requesting injunctive relief must show “the existence of a wrongful act, the existence of imminent harm, the existence of irreparable injury, and the absence of an adequate remedy at law.”61

    If legislation were found to unconstitutionally impair the obligation of contracts, then the Bondholders could likely obtain an injunction prohibiting state officials from enforcing such legislation.62 This would also likely be the case if the PUCT were to take action found to impair the obligation of contracts in a manner inconsistent with current statutory authorization. Texas courts will grant injunctive relief when a government official acts in a way that exceeds constitutional or statutory authority.63 “[A]n entity or person whose rights have been violated by the unlawful action of a State official, may
60     Tex. Civ. Prac. & Rem. Code § 65.011.
61     See Tex. Health Care Info. Council v. Seton Health Plan, Inc., 94 S.W.3d 841, 853 (Tex. App.—Austin 2002, pet. denied). Additionally, courts generally balance equities to determine whether granting an injunction is proper. Thus, if the public interest is involved, courts will determine whether granting a writ will cause harm to the public disproportionate to the harm to the private litigant seeking protection of the injunction. Storey v. Cent. Hide & Rendering Co., 148 Tex. 509, 226 S.W.2d 615 (1950); Hooks Tel. Co. v. Leafy, 352 S.W.2d 755 (Tex. Civ. App.—Texarkana 1961, no writ). If damage to private individuals outweighs the benefit accruing to the public, the injunction will be granted. Mitchell v. City of Temple, 152 S.W.2d 1116, 1117 (Tex. Civ. App.—Austin 1941, writ ref’d w.o.m.) (discussing a temporary injunction). Here, for the state officials to claim that the legislative or administrative action is warranted, they will most likely argue that there is a public interest to be protected by such action. In Mitchell, for example, the court held that the harm to the 15,000 residents of Temple by enjoining the operation of a sewage plant outweighed the harm to individual citizens claiming injury from continued operation of the plant. Conversely, in Burrow v. Davis, 226 S.W.2d 199 (Tex. Civ. App.—Amarillo 1949, writ ref’d n.r.e.), the court refused to enjoin completion of construction of a building or require that structure to be torn down even though it slightly inconvenienced the public because it encroached upon two public streets, since on balancing the equities, the harm to the individual owners of destroying their property was greater than the harm to the adjacent property owners.
62     City of Beaumont v. Bouillion, 896 S.W.2d 143, 148-149 (Tex. 1995) (equitable relief, such as injunction, is available as remedy for violation of constitutional right guaranteed in article I of the Texas Constitution.); State v. Ferguson, 133 Tex. 60, 125 S.W.2d 272 (1939) (“It is a generally accepted rule that injunctive relief may be granted to prevent the enforcement of an unconstitutional statute when its enforcement will result in irreparable injury to property rights.”).
63     City of El Paso v. Heinrich, 284 S.W.3d 366, 368-69 (Tex. 2009) (governmental immunity does not preclude prospective injunctive remedies in official-capacity suits against government actors who violate statutory or constitutional provisions).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 19

bring suit to remedy the violation or prevent its occurrence, and such suit is not a suit against the State requiring legislative or statutory authorization.”64

        (a)    Existence of wrongful act

    Texas courts would likely find that unconstitutional legislation or governmental action that exceeds constitutional or statutory authority would satisfy the requirement that a party seeking injunctive relief demonstrate the existence of a wrongful act.65

(b)    Existence of imminent harm

Imminent harm is a prerequisite to injunctive relief.66 The harm at issue here is the probable and immediate adverse impact that Bondholders could show would result from the passage of unconstitutional legislation repealing the State Pledge or unconstitutional legislation or PUCT action reducing or eliminating the recovery of Transition Property or System Restoration Charges. Such impacts could include delayed or suspended payments, reduction in the market price of the System Restoration Bonds, or even a default by the Issuer of the System Restoration Bonds. If Bondholders can make this showing through competent evidence, Texas courts would likely find that such actions that exceed constitutional or statutory authority, including the threat of such actions, would satisfy the requirement that a party seeking injunctive relief demonstrate the existence of imminent harm.67

64     Dir. of Dept. of Agriculture and Env’t v. Printing Indus. Ass’n of Am., 600 S.W.2d 264, 265-266 (Tex. 1980) (citing Tex. Highway Comm’n v. Tex. Ass’n of Steel Importers, Inc., 372 S.W.2d 525 (Tex. 1963); Cobb v. Harrington, 144 Tex. 360, 190 S.W.2d 709 (1945); W. D. Haden Co. v. Dodgen, 158 Tex. 74, 308 S.W.2d 838 (1958); State v. Epperson, 121 Tex. 80, 42 S.W.2d 228 (1931)); see also Marshall, 76 S.W.2d at 1008 (enjoining the enforcement of an unconstitutional Moratorium Law passed during the Great Depression); Tex. Workers’ Comp. Comm’n v. Horton, 187 S.W.3d 282, 285 (Tex. App.—Beaumont 2006, no pet.) (“[A] suit for injunctive relief against a state agency is maintainable only if the pleadings, together with the relevant evidence, show that the agency’s activity is unlawful because it lacks statutory authorization.”).
65     Edwards Aquifer Auth. v. Chemical Lime, Ltd., 212 S.W.3d 683, n.12 (Tex. App.—Austin 2006) rev’d on other grounds, 291 S.W.3d 392 (Tex. 2009) (“[T]he district court’s final judgment declaring the EAA Act unconstitutional . . . placed outside the powers of government (i.e., rendered void) its enforcement.”); Printing Indus. Ass’n of Am., 600 S.W.2d at 265-266 (finding that printers were able to maintain their suit to enjoin state agencies from engaging in printing activities if such activities were not authorized by the Constitution).
66     Operation Rescue-National v. Planned Parenthood of Houston and Southeast Texas, Inc., 975 S.W.2d 546, 554 (Tex. 1998). “An injunction will not lie to prevent an alleged threatened act, the commission of which is speculative and the injury from which is purely conjectural.” Democracy Coalition v. City of Austin, 141 S.W.3d 282, 296 (Tex.App.-Austin 2004, no pet.). Injunctions are intended to “halt wrongful acts that are threatened or in the course of accomplishment.” Id.
67     Mo., K & T. Ry. Co. of Tex. v. Shannon, 100 Tex. 379, 100 S.W. 138 (1907) (“The principle . . . is that the courts have no power to enjoin the officers of a state from taking action under a statute claimed to be unconstitutional and deemed to be prejudicial to the complainants, unless the officers are about to do some act which, if not authorized by a valid law, constitutes an unlawful interference with their rights.”); State v. Ferguson, 133 Tex. 60, 125 S.W.2d 272 (1939); see also Section 4.(c) herein.






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 20

        (c)    Existence of irreparable harm

A showing of irreparable harm is a prerequisite for one seeking injunctive relief.68 “An injury is irreparable if the injured party cannot be adequately compensated in damages or if the damages cannot be measured by any certain pecuniary standard.”69 There is authority for the contention that harm or injury caused by the violation of a constitutional right is, as a matter of law, irreparable.70 This proposition was echoed by the court in Operation Rescue-National v. Planned Parenthood of Houston and Southeast Texas, Inc., in which the court recognized that “[u]nder Texas law, a violation of a constitutionally guaranteed right inflicts irreparable injury warranting injunctive relief.”71 Of course, various other types of injuries may be deemed irreparable. Disruption of business, for instance, may constitute the type of harm for which an injunction may issue.72

    Based on these precedents, we are of the opinion that an action by the government—either by (1) legislation repealing the State Pledge or (2) legislation or PUCT action reducing or eliminating the recovery of Transition Property or System Restoration Charges—would probably cause the type of injury required to support a finding of irreparable harm. This opinion is buttressed by the fact that such action would produce an ongoing injury. The Transition Property at issue is limited in time, and diverted funds may not be replaced. The continued existence or enforcement of legislation or regulation that causes diminution of the Bonds’ value is not a one-time occurrence but a persistent threat to the Bondholders’ rights. In State v. Texas Pet Foods, Inc.,73 the court held that when a defendant has engaged in a settled course of conduct, a court may assume that the conduct will continue, absent clear proof to the contrary, and
68     Town of Palm Valley v. Johnson, 87 S.W.3d 110, 111 (Tex. 2001).
69     Butnaru v. Ford Motor Co., 84 S.W.3d 198 (Tex. 2002).
70     See S.W. Newspapers Corp. v. Curtis, 584 S.W.2d 362, 368 (Tex. Civ. App.—Amarillo 1979, no pet.) (“The publisher has plead [sic] and shown by nonconflicting evidence the denial of a constitutionally guaranteed right which, as a matter of law, inflicts an irreparable injury.”).
71     937 S.W.2d 60, 77 (Tex. App.—Houston [14th Dist] 1996), aff’d as modified on other grounds, 975 S.W.2d 546 (Tex. 1998) (enjoining the violent protests of anti-abortion advocates).
72     Liberty Mut. Ins. Co. v. Mustang Tractor & Equip. Co., 812 S.W.2d 663, 666 (Tex. App.—Houston [14th Dist.] 1991, no writ).
73     591 S.W.2d 800, 804 (Tex. 1979).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 21

exercise its equitable powers to issue an injunction, even if the defendant promises to cease and desist.74

        (d)    No adequate remedy

    A party requesting injunctive relief must also show that it has no adequate remedy at law.”75 It is a settled principle that an “injured party is entitled to relief by injunction when there is not clear, full and adequate relief at law.”76 “A party has no adequate remedy at law when damages are incapable of calculation or the party to be enjoined is incapable of responding in damages.”77

    In this instance, it is possible that the Bondholders would be unable to quantify their losses or the diminution in value of the Bonds. In a similar situation, the United States Supreme Court recognized the difficulty in assessing damages to bondholders stemming from a repeal of a statutory pledge in U.S. Trust Co. of New York v. New Jersey.78 In U.S. Trust Co., the states of New York and New Jersey entered into a legislative compact with each other and with holders of bonds that were issued by the Port Authority of New York and New Jersey to finance the construction of the World Trade Center and the acquisition of the Hudson & Manhattan Railroad.79 This compact included a covenant that, so long as any bonds remained outstanding and unpaid, neither the states nor the Port Authority would apply any of the revenues or reserves that were then or would be in the future pledged as security for the bonds to any railroad purposes
74     An unconstitutional government action negatively affecting the value or payment of System Restoration Bonds would, in all likelihood, amount to the type of ongoing, irreparable harm necessary to support the issuance of a permanent injunction. In many cases, courts have concluded that injunctive relief was appropriate to prevent the improper expenditure of funds by government officials. For example, courts have held that an injunction is appropriate to enjoin government officials from diverting public funds from a statutorily-required use to an unauthorized use. See City of Dallas v. Mosely, 286 S.W. 497, 499 (Tex. Civ. App.—Dallas 1926), aff’d, 17 S.W.2d 36 (Tex. Comm’n. App. 1929) (“A writ of injunction will properly issue to restrain the diversion of public funds entrusted to public officers for special use.”). Courts have also enjoined the illegal expenditure of public funds. See Osborne v. Keith, 142 Tex. 262, 177 S.W.2d 198, 200 (1944) (recognizing the right of courts to enjoin public officials from spending funds pursuant to an illegal contract); Bexar County v. Wentworth, 378 S.W.2d 126, 129 (Tex. Civ. App.—San Antonio 1964, writ ref’d. n.r.e.) (upholding the grant of a temporary injunction restraining a government official from spending money on goods for the government under a contract in which he had an interest). Furthermore, as noted by the Texas Supreme Court in Calvert v. Hull, 475 S.W.2d 907 (Tex. 1972), private citizens may sue public officials (i.e., the Comptroller) to enjoin the expenditure of appropriated funds. Id. at 908.
75     Tex. Health Care Info. Council v. Seton Health Plan, Inc., 94 S.W.3d 841, 853 (Tex. App.—Austin 2002, pet. denied).
76     Brazos River Conservation & Reclamation Dist. v. Allen, 141 Tex. 208, 171 S.W.2d 842, 846 (1943).
77     Montfort v. Trek Res., Inc., 198 S.W.3d 344, 353 (Tex. App.—Eastland 2006, no pet.); Synergy Ctr., Ltd. v. Lone Star Franchising, Inc., 63 S.W.3d 561, 567 (Tex. App.—Austin 2001, no pet.); Recon Exploration, Inc. v. Hodges, 798 S.W.2d 848, 851 (Tex. App.—Dallas 1990, no writ); see also Wright v. Sport Supply Group, Inc., 137 S.W.3d 289, 294 (Tex. App.—Beaumont 2004, no pet.) (citing Butnaru v. Ford Motor Co., 84 S.W.3d 198, 204 (Tex. 2002) (stating that the requirements of “irreparable injury” and “no adequate remedy” are “inextricably intertwined” under Texas law)).
78     431 U.S. 1 (1977).
79     Id. at 8-9.






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 22

other than certain enumerated purposes.80 The governors of both states subsequently signed legislation effectively repealing the covenant, in response to a national energy crisis.81 The Supreme Court held that the repeals violated the Contract Clause of the United States Constitution, finding that the repeals impaired valid contracts between the states and the bondholders.82

The Supreme Court found significant evidence that the market price for the Port Authority Bonds was adversely affected immediately after the covenant was repealed.83 After establishing that it could not ascertain with certainty that the fluctuations in market price were caused by the repeal of the covenant, the Court simply determined that “no one can be sure precisely how much financial loss the bondholders suffered.”84

Thus, U.S. Trust Co., involving the repeal of a covenant analogous to the State Pledge, illustrates the potential difficulty of ascertaining damages in this case. Even if such damages could be assessed with certainty, the Bondholders may not have an adequate state law vehicle through which to obtain recovery. As a result, there may well be no adequate remedy at law for the Bondholders, and it is likely that a substantial impairment in this case would justify the granting of permanent injunctive relief.

(5)    Temporary Injunctive Relief

Temporary injunctive relief is warranted when an applicant shows that it is entitled to preserve the latest uncontested status quo of the subject matter of the suit pending trial on the merits.85 A court “may restrain the enforcement of administrative orders of State Boards and agencies for the purpose of preserving the status quo pending trial on the merits of a suit to set aside such order.”86 To be entitled to temporary injunctive relief, the Bondholders would be required to prove “(1) a cause of action against the defendant; (2) a probable right to the relief sought; and (3) a probable, imminent, and irreparable injury in the interim.”87 In the case of regulation affecting the System Restoration Bonds, Bondholders may be required to show that available administrative remedies, if any, would be an inadequate means of redress.88

    The Texas Supreme Court has stated that to show entitlement to a temporary injunction, a litigant “needs only to plead a cause of action,” not prove that he will prevail.89 The requirement to show a probable right to recovery could be satisfied by demonstrating that the legislative or administrative action was unconstitutional. The
80     Id. at 9-10.
81     Id. at 10.
82     Id. at 28.
83     Id. at 19.
84     Id. (emphasis added).
85     Butnaru v. Ford Motor Co., 84 S.W.3d 198, 204 (Tex. 2002); Walling v. Metcalfe, 863 S.W.2d 56, 57 (Tex. 1993).
86     State Bd. of Ins. v. Prof’l & Business Men’s Ins. Co., 359 S.W.2d 312, 315 (Tex. Civ. App.—Austin 1962, writ ref’d n.r.e.) (citing Tex. R.R. Comm’n v. Shell Oil Co., 146 Tex. 286, 206 S.W.2d 235, 242 (1947)).
87     Butnaru, 84 S.W.3d at 204.
88     Tex. State Bd. of Pharmacy v. Walgreen Tex. Co., 520 S.W.2d 845, 847-48 (Tex. Civ. App.—Austin 1975, writ ref’d n.r.e.).
89     Sun Oil v. Whitaker, 424 S.W.2d 216, 218 (Tex. 1968).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 23

Bondholders would not be required to establish that they would ultimately prevail, only that they are entitled to preservation of the status quo pending trial on the merits.90

To satisfy the requirement to show that they will suffer imminent and irreparable harm and an absence of any adequate remedy at law in the interim period, Bondholders would need to establish the probability of harm such as suspended payments, reduction in the market price of the System Restoration Bonds, or a default by the Issuer of the System Restoration Bonds. Bondholders could proffer a colorable argument that they would suffer irreparable harm if state legislative or administrative action caused delays in payment and threats of default on the System Restoration Bonds. For example, if the System Restoration Charges or payments to the Issuer were halted or reduced, this could result in a downgrade of the System Restoration Bond’s ratings. This downgrade would likely produce a loss of value in the System Restoration Bonds and could cause Bondholders to sell their System Restoration Bonds at prices lower than they could have sold them prior to any repeal. Delays in payment or non-payment of interest or principal on the System Restoration Bonds could also result. Regardless, as noted by the United States Supreme Court in U.S. Trust Co., it would be very difficult to place a monetary valuation on any such damages.91 Further, any monetary loss due the Bondholders because of a ratings downgrade and the resulting decrease in market value of the System Restoration Bonds could probably not be recovered from the State of Texas in a proceeding at law. “Our State does not recognize a common law cause of action for damages to enforce constitutional rights.”92

Texas courts might find that a delay of payments or non-payment until final judgment is not the type of “irreparable harm” that a temporary injunction seeks to prevent pending resolution of the matter, unless the delay resulted in the insolvency of either party or in the destruction of a party’s business. For instance, in LeFaucheur v. Williams,93 the court refused to issue a temporary injunction in part because the plaintiff failed to allege or prove that the defendant could not satisfy a money judgment. A court’s determination of the appropriateness of a temporary injunction in this case will depend on the facts and evidence presented to the court. If the court finds that the Bondholders have demonstrated a probable right to recovery, as well as imminent and irreparable harm for which there is no adequate remedy at law, the court will issue a temporary injunction, restoring the status quo immediately preceding any contested legislation or regulation.

Assuming that the injunction is not adverse to the public interest,94 we are of the opinion that the Bondholders would likely be entitled to temporary injunctive relief, pending the outcome of a trial for declaratory or permanent injunctive relief. As noted
90     Universal Health Servs. v. Thompson, 24 S.W.3d 570, 576 (Tex. App.—Austin 2000, no pet.); Walling, 863 S.W.2d at 58.
91     U.S. Trust Co., 431 U.S. at 19; Walling v. Metcalfe, 863 S.W.2d 56, 57 (Tex. 1993) (citing Roland Mach. Co. v. Dresser Indus., 749 F.2d. 380, 386 (7th Cir. 1984), where the Seventh Circuit said that temporary injunctive relief was particularly appropriate when “the nature of the plaintiff’s loss may make damages very difficult to calculate”).
92     Beaumont, 896 S.W.2d at 150.
93     807 S.W.2d 20 (Tex. App.—Austin 1991, no writ),
94     As in the case of permanent injunctions, a court considering whether to issue a temporary injunction will balance the equities between the parties to determine whether an injunction should issue. Lower Colo. River Auth. v. McGraw, 125 Tex. 268, 83 S.W.2d 629 (1935).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 24

above, the Bondholders would not be required to prove that they would prevail. Rather, they would be held to the burden of demonstrating a meritorious, bona fide complaint and entitlement to preservation of the status quo.95

D.    State Action and the Takings Clause

    Alternatively, impairment of the Bondholders’ value could also be construed as a compensable taking. Article I, Section 17 of the Texas Constitution (the “Texas Takings Clause”) requires that no “person’s property shall be taken, damaged or destroyed for or applied to public use without adequate compensation being made.” The Texas Takings Clause does “not limit the government’s power to take private property for public use but instead require[s] that a taking be compensated.”96 Governmental action or restriction that deprives the owner of “all economically viable use of the property totally destroys the value of the property” and is a taking that must be compensated.97 Texas courts also recognize that, where governmental action falls short of a total taking or complete destruction of the value of property, a claim for a “regulatory taking” can be asserted where the government action has unreasonably interfered with an owner’s right to use and enjoy property.98

Furthermore, the Texas Supreme Court has interpreted the Texas Takings Clause as providing greater protection to owners of private property than the Federal Takings Clause in certain circumstances because, unlike the language of the Federal Takings Clause that refers only to “taking,” the Texas Takings Clause applies more broadly to “taking, ... damaging,” or “destroying” private property.99 Thus, the language of the Texas Takings Clause would enable a court to determine that “damage” to the Transition Property, short of a complete taking resulting in non-payment of the System Restoration Bonds, constituted a violation of the Texas Takings Clause. In Steele v. City of Houston,100 the Texas Supreme Court noted:

The government’s duty to compensate for damaging property for public use after 1876 was not dependent upon the transfer of property rights.... To entitle the party to compensation under our present constitution, it is not necessary that his property shall be destroyed, nor is it necessary that it shall be even taken. It is sufficient to entitle him to compensation that his property has been damaged.
95     Universal Health Servs., 24 S.W.3d at 570.
96     Sheffield Dev. Co. v. City of Glenn Heights, 140 S.W.3d 660 (Tex. 2004).
97     Mayhew v. Town of Sunnyvale, 964 S.W.2d 922, 935 (Tex. 1998); Sheffield Dev. Co., 140 S.W.3d at 669.
98     See Sheffield, 140 S.W.3d at 671-79; Mayhew, 964 S.W.2d at 933-38.
99     Jim Olive Photography v. Univ. of Houston Sys., 624 S.W.3d 764 (Tex. 2021) (“we have also recognized that the Texas Takings Clause provides broader protection in certain areas” citing Steele v. City of Houston, 603 S.W.2d 786 at 789-91 (Tex. 1980) (“The underlying basis for compensating one whose property is taken or damaged or destroyed for public use may ... be the same but the terms have a scope of operation that is different.”); City of Dallas v. Jennings, 142 S.W.3d 310, 313 n.2 (Tex. 2004) (noting that “taking” has become a shorthand for “taking,” “damaging,” and “destroying,” but that each verb creates a separate and distinct claim under Article I, Section 17 of the Texas Constitution).
100     603 S.W.2d 786, 790 (Tex. 1980) (citing Gulf, C. & S. F. Ry. Co. v. Eddins, 60 Tex. 656, 663 (Tex. 1884)).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 25


The Texas Supreme Court stated that the purpose of the word “damage” was to prevent a narrow construction of the word “taking.”101 If a reviewing Texas state court were willing to apply the Texas Takings Clause to the Transition Property, governmental action that diminished but did not completely eliminate the value of the Transition Property might also be found to violate the Texas Takings Clause. For example, legislation passed by the Texas Legislature or PUCT action that repeals the State Pledge or limits, alters, impairs, or reduces the value of the Transition Property or System Restoration Charges and affects the market value of the System Restoration Bonds might constitute “damaging” of property under the Texas Takings Clause, even if it does not rise to the level of a “taking” under the Federal Takings Clause.

To establish a takings claim under the Texas Takings Clause, the Texas Supreme Court has held that a plaintiff must demonstrate that: (i) the State intentionally performed certain acts (ii) that took, damaged or destroyed protected property (iii) for public use.102

1.    Intentional Act

The State will be liable to compensate a private party for a taking of property only if the State intended to perform the act that caused the taking.103 On the other hand, when the taking or damage is merely the unintended result of the government’s act, “there is no public benefit,” and the property cannot be said to have been “taken or damaged for public use.”104 Thus, negligence on the part of the State or its agents that contributes to the destruction of private property cannot support a taking claim and would be subject to a sovereign immunity defense.105

The State Pledge, the related provisions of Subchapter G of Chapter 39 of PURA, and the Financing Order creating the Transition Property and System Restoration Charges are intended to protect the Bondholders’ interests. The purpose of the statutory provisions and the Financing Order is to reduce costs to electricity consumers in Texas of recovering stranded costs and regulatory assets, because securitization financing will
101     Id. (citing Gulf, C. & S.F. Ry. Co. v. Fuller, 63 Tex. 467 (Tex. 1885)).
102     Gen. Servs. Comm’n v. Little-Tex Insulation Co., 39 S.W.3d 591, 598 (Tex. 2001) (“Little-Tex”).
103     Little-Tex, 39 S.W.3d at 598; State v. Holland, 161 S.W.3d 227, 232 (Tex. App.—Corpus Christi 2005, no pet.) rev’d on other grounds, 221 S.W.3d 639 (2007).
104     City of Dallas v. Jennings, 142 S.W.3d at 313-14 (emphasis in original) (quoting Tex. Highway Dept. v. Weber, 219 S.W.2d 70, 71 (Tex. 1949)).
105     City of Tyler v. Likes, 962 S.W.2d 489, 505 (Tex. 1997) (no taking where city action to unclog sewer backup caused a sewage flood that damaged plaintiff’s property). The Texas Supreme Court has ruled that the State does not have the requisite intent when money or property is taken or withheld in the context of a contractual dispute with an entity that has contracted to provide a good or service to the State. Little-Tex, 39 S.W.3d at 598-99. The Court reasoned that, when the State is acting under colorable contractual rights, it does not have the requisite intent to take property under any eminent domain powers. Id. To the extent the State Pledge, the related provisions of Subchapter G of Chapter 39 of PURA, and the Financing Order creating the Transition Property and System Restoration Charges effectively create a contract between the State and the Bondholders, such a “contract” is distinguishable from a typical goods or services contract with the State. Accordingly, it is not apparent that in enacting State Impairment Legislation or taking PUCT Impairment Action, the State would be “acting within a color of right to take or withhold property in a contractual situation” within the meaning of Little-Tex. Id.






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 26

result in lower financing costs.106 The Legislature intentionally enacted the State Pledge and the other provisions of Chapter 39, Subchapter G of PURA under which the issuance of the System Restoration Bonds has been authorized.

While it is not possible to anticipate the particular form that state action might take, either legislation enacted by the Legislature or an order adopted by the PUCT to specifically limit, impair, or reduce the value of the Transition Property and System Restoration Charges would be intentional acts of the State. Therefore, a reviewing Texas state court likely would find the element of intentional action by the State involved in connection with any State Impairment Legislation or PUCT Impairment Action.

2.    Protected Property Interest

A valid claim under the Texas Takings Clause requires proof of a taking, damage, or destruction of a protected property interest.107 In this context, the issue is whether the State Pledge, the Financing Order, and/or the Indenture create a protected property interest.

The Legislature plainly provided that the right to impose, collect, and receive System Restoration Charges is a property right when pledged or assigned in connection with the issuance of System Restoration Bonds.

(a) The rights and interests of an electric utility or successor under a financing order, including the right to impose, collect, and receive transition charges authorized in the order shall be only contract rights until they are first transferred to an assignee or pledged in connection with the issuance of transition bonds, at which time they become transition property.”

(b) Transition property shall constitute a present property right for purposes of contracts concerning the sale or pledge of property, even though the imposition and collection of transition charges depends on further acts of the utility or others that have not yet occurred.108

Accordingly, as a matter of law, the right of the electric utility to impose, collect, and receive System Restoration Charges, as authorized in the Financing Order, that is sold by the electric utility to the Issuer becomes a property interest, as opposed to a contractual right, when it is sold.

    No Texas court has considered whether the Transition Property at issue is protected by the Texas Takings Clause. While a few Texas court of appeals decisions have suggested that the Texas Takings Clause is limited to takings of real property or
106     See PURA § 39.301.
107     Hallco Tex., Inc. v. McMullen County, 221 S.W. 3d 50, 56 (Tex. 2006) (“Absent a cognizable property interest, a claimant is not entitled to compensation under article I, section 17.”).
108     PURA § 39.304 (emphasis added).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 27

property attendant thereto,109 the weight of authority has recognized that the clause is not limited in application to real property.

    In a case finding that a municipality’s requirement that a developer construct and pay for offsite public improvements as a condition to plat approval for subdivision development constituted a compensable taking under the Texas Constitution, the court stated:

The Fifth Amendment of the United States Constitution and article I, section 17 of the Texas Constitution prohibit the taking of private property—both real and personal, and including money—for public use without just compensation.110

    Texas courts have found that a lender’s perfected security interest is a protected property interest under the Texas Takings Clause.111 In MidFirst Bank, the Texas Workforce Commission (“TWC”) attempted to use a corporation’s receivables to satisfy statutory liens arising from the corporation’s failure to pay former employees’ wage claims and unemployment taxes.112 However, the Austin Court of Appeals concluded that the TWC’s action, which deprived MidFirst Bank of its security interest in the receivables, constituted a taking in violation of the Texas Takings Clause. In so doing, the Austin Court of Appeals expressly rejected TWC’s argument that takings claims under the Texas Constitution are confined to the taking of real property by eminent domain.113 Similarly, other courts of appeals have extended the protections of the Texas Takings Clause to the rights of secured lienholders in manufactured housing,114 to the property rights of patent holders,115 and to the property rights of franchisees.116

109     DeMino v. Sheridan, 176 S.W.3d 359 (Tex. App.—Houston [lst Dist.] 2004, no pet.); City of Houston v. North Mun. Util. Dist. No. 1, 73 S.W.3d 304, 310-11 (Tex. App.—Houston [1st Dist.] 2001, pet. denied); Tex. State Technical Coll., 983 S.W.2d 821, 826 (Tex. App.—Waco 1998, pet. denied).
110     Town of Flower Mound v. Stafford Estates Ltd. P’ship, 71 S.W.3d 18, 28 (Tex. App.—Fort Worth 2002), aff’d, 135 S.W.3d 620 (Tex. 2004); see also Lone Star Gas Co. v. City of Fort Worth, 98 S.W.2d 799 (Tex. Comm. App. 1936) (recognizing that where a city acquires a gas distribution system as a going concern through eminent domain, items that enter into arriving at the compensation award include intangible property, such as contract rights).
111     Tex. Workforce Comm’n v. MidFirst Bank, 40 S.W.3d 690, 696 (Tex. App.—Austin 2001, pet. denied).
112     Id. at 692.
113     Id. at 697 (“[W]e will not limit takings-clause actions to situations involving eminent domain.”).
114     See County of Burleson v. Gen. Elec. Capital Corp., 831 S.W.2d 54, 60 (Tex. App.—Houston [14th Dist.] 1992, writ denied); Hunt County v. Green Tree Servicing Corp., No. 05-0500940-CV, 2006 WL 242349, at *2 (Tex. App.—Dallas Feb. 2, 2006, no. pet.) (mem. op., not designated for publication).
115     State v. Holland, 161 S.W.3d 227, 230-32 (Tex. App.—Corpus Christi 2005), rev’d on other grounds, 221 S.W.3d 639 (Tex. 2007).
116     State/Operating Contractors ABS Emissions, Inc. v. Operating Contractors/State, 985 S.W.2d 646, 653 (Tex. App.—Austin 1999, pet. denied) (“[u]nder Texas case law, a franchise impresses its owner with vested rights” and “generally take[s] the form of utilities, or other monopolies, created to further the public interest”); Brazosport Sav. & Loan Ass’n v. Am. Sav. & Loan Ass’n, 342 S.W.2d 747, 750 (Tex. 1961) (“[i]n character and nature a franchise is essentially in all respects property, and is governed by the same rules as to its enjoyment and protection and is regarded by the law precisely as other property”).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 28

    Based on the foregoing, it is our opinion that it is likely that a Texas court would conclude that the Transition Property, if “taken, damaged or destroyed for or applied to public use” by an act of the Legislature or the PUCT, is a “cognizable property interest” entitled to protection under the Texas Takings Clause.

    3.    Property Taken for Public Use

The Texas Takings Clause provides private citizens with compensation only if property is “taken... for or applied to public use.”117 The State is without authority to take private property except for a public use. A court will enjoin action by governmental officials to take property that benefits only private individuals.118 The public use requirement serves two objectives: (1) to ensure that, when the State must compensate a private person for a taking, the public has received some benefit; and (2) to distinguish a taking, which is the act of the sovereign, from those actions, such as tortious acts or takings for a private purpose, which are the acts of individuals acting outside of their official capacities.119 When faced with a takings claim, a reviewing Texas state court must therefore analyze whether or not the state action was for a public use. A reviewing Texas state court’s analysis of any state action would obviously depend upon the particular facts involved.

While it is not possible to anticipate what particular form state action might take, presumably such action would be taken to provide relief to ratepayers subject to the System Restoration Charges. The fact that the state action is likely to be directed at protecting consumers of electricity, or a particular group of such consumers, should lead a reviewing Texas state court to decide the state action is for a public use or purpose. Texas judicial decisions indicate that a state action that provides a direct benefit to only a select group of persons can nevertheless be related to furtherance of a public purpose.120 In MidFirst Bank, the TWC was seeking to collect, from funds being held at MidFirst Bank, receivables of a health care facility to satisfy tax liens and wage claims against the health care facility. The money recovered for the wage claims would have gone directly to individual claimants.121 In defending against a takings claim by MidFirst Bank (which held a superior lien on the funds and was attempting to collect the funds for itself), the TWC argued its actions in attempting to collect the wage claims were not subject to the Texas Takings Clause because those actions were not for a public purpose.122 The Austin Court of Appeals held that the TWC, in enforcing the Texas Labor Code and obtaining funds that were rightfully the property of MidFirst, was “acting in furtherance of a public purpose” for purposes of a takings claim.123 The Austin Court of Appeals stated “the fact that the benefit inures to a specific group of
117     Tarrant Reg’l Water Dist. v. Gragg, 151 S.W.3d 546, 554-55 (Tex. 2004); Steele v. City of Houston, 603 S.W.2d 786, 790 (Tex. 1980).
118     See Maher v. Lasater, 354 S.W.2d 923, 924-25 (Tex. 1962) (enjoining county commissioners court from declaring a private road across claimants’ property to be a public highway); Marrs v. R.R. Comm’n, 142 Tex. 293, 177 S.W.2d 941, 948-49 (1944) (enjoining Railroad Commission proration orders where effect of orders would allow oil from petitioner’s land to flow onto and accumulate on neighboring land).
119     See Sheffield, 140 S.W.3d at 669-70; Tex. Highway Dep’t v. Weber, 219 S.W.2d at 71-72.
120     See MidFirst Bank, 40 S.W.3d at 696-697.
121     Id. at 696.
122     Id.
123     Id. at 696-697.






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 29

people does not lessen the importance of enforcement of the labor code to the public at large.”124

Assuming that the Legislature or the PUCT were to reduce the amount of System Restoration Charges allowed in the Financing Order or similarly impair the Transition Property, the purpose would likely be to protect the interests of electric consumers. We believe it is likely that a reviewing Texas state court would find that the public use requirement under the Texas Takings Clause would be satisfied.

4.    Valid Exercise of Police Power

All private property is held subject to the valid exercise of the state’s police power.125 The government will not be required to make compensation “for losses occasioned by the proper and reasonable exercise of its police power.”126 Nonetheless, the state may not defend its actions merely by labeling them as an exercise of its police power. As the Texas Supreme Court has stated: “Recognizing the illusory nature of the problem, we have previously refused to establish a bright line for distinguishing between an exercise of the police power which does constitute a taking and one which does not.”127

In order for a governmental action to be a valid exercise of the state’s police power and not considered a taking, there are two requirements:

First, the regulation must be adopted to accomplish a legitimate goal; it must be “substantially related” to the health, safety, or general welfare of the people. Second, the regulation must be reasonable; it cannot be arbitrary.128

This analysis, of necessity, is fact-intensive, and each case stands on its own.129 As the Texas Supreme Court stated in Sheffield:

[W]hether regulation has gone “too far” and become too much like a physical taking for which the constitution requires compensation requires a careful analysis of how the regulation affects the balance between the public’s interest and that of private landowners.130

Factors that are relevant in evaluating this balance between the public’s interest and the interest of private citizens are: “(1) ‘the economic impact of the regulation on the claimant’; (2) ‘the extent to which the regulation has interfered with distinct investment-backed expectations’; and (3) ‘the character of the governmental action.’”131
124     Id. at 696.
125     City of College Station v. Turtle Rock Corp., 680 S.W.2d 802, 803 (Tex. 1984).
126     Turtle Rock Corp., 680 S.W.2d at 804.
127     Id.
128     Id. at 805.
129     Sheffield, 140 S.W.3d at 672.
130     Id. at 671-672.
131     Id. at 672 (citing Connolly v. Pension Benefits Guar. Corp., 475 U.S. 211, 225 (1986) (quoting Penn Cent. Transp. Co. v. City of New York, 438 U.S. 104, 124 (1978)).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 30


    Unlike more typical takings cases dealing with issues such as zoning restrictions or land use exactions, a claim in this case would arise from state action that would be extraordinary and unusual. A repeal of the State Pledge or an impairment of the Transition Property that the State has vowed not to impair should trigger close scrutiny by a court of the State’s justification for such action under the police power. Moreover, such action, if significant, would negatively impact a substantial investment-backed securitization financing arrangement that has been sanctioned by the Legislature and specifically intended by the Legislature to provide “greater tangible and quantifiable benefits to ratepayers than would have been achieved without the issuance of transition bonds.”132 Moreover, impairment of the Transition Property would harm Bondholders whose investments have, in the Legislature’s view, provided “tangible and quantifiable benefits” to the public.

Accordingly, based on the above, we are of the opinion that a reviewing Texas state court would find a compensable taking under the Texas Takings Clause if (a) the court concludes that the Transition Property is property of a type protected by the Texas Takings Clause and (b) the State takes action that, without paying just compensation to the Bondholders, (i) permanently appropriates the Transition Property or denies all economically productive use of the Transition Property; (ii) destroys the Transition Property, unless such destruction results from a response to emergency conditions; or (iii) substantially reduces, alters or impairs the value of the Transition Property, if the action unduly interferes with the Bondholders’ reasonable investment-backed expectations.


IV.    QUALIFICATIONS
    Our opinion is subject to the qualifications set forth herein and, with respect to the claims discussed herein, to the condition that such claims are properly presented and argued, and that the law is properly applied. We wish to note that we are not aware of any decisions interpreting PURA Chapter 39, Subchapter G concerning the vesting, creation or transfer of any transition property thereunder except for the City of Corpus Christi decision cited above133 and TXU Electric Co. v. Public Utility Commission.134
    All of the foregoing analyses and the conclusions set forth herein are premised upon, and limited to, the documents evidencing, and the law governing, the transactions described herein in effect as of the date of this letter. Furthermore, we note that a court’s decision regarding matters upon which we opine herein will be based on the court’s own analysis and interpretation of the factual evidence before the court and of applicable legal principles.
    Our opinion is subject to the effect of general principles of equity, including, without limitation, limitations on the availability of equitable remedies and concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines
132     PURA § 36.401(b)(2).
133     51 S.W.3d 231 (upholding constitutionality of Subchapter G of Chapter 39 of PURA).
134     51 S.W.3d 275 (Tex. 2001) (PUCT must apply present value test and consider regulatory assets that a utility seeks to securitize; discussing rate design methodology and other issues).






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 31

affecting the enforceability of agreements generally (regardless of whether considered in a proceeding in equity or at law).
    Our opinion is limited to the specific opinions requested in Section II of this letter and is limited in all respects to laws and facts existing on the date of this letter. We express no opinions implicitly herein, and we assume no obligation to advise you with respect to any issues not specifically addressed herein. The opinion set forth above is given as of the date hereof and we disavow any undertaking or obligation to advise you of any changes in law or any facts or circumstances that may hereafter occur or come to our attention that could affect such opinion. Furthermore, it is our and your understanding that the foregoing opinion is not intended to be a guaranty as to what a particular court would actually hold, but an opinion as to the decision a court would reach if the issues were properly presented to it and the court followed what we believe to be the applicable legal principles.
This opinion is solely for your benefit in connection with the transactions described above and may not be relied upon or used by, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person for any purpose without our prior written approval. We hereby consent to the filing of this letter as an exhibit to the Securities and Exchange Commission Form 8-K and to all references to our firm included in or made a part of the Form 8-K.  In giving the foregoing consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the related rules and regulations of the Securities and Exchange Commission.
    We have assumed throughout this opinion (i) that there has been no (and will not be any) fraud in connection with the transactions described herein, and (ii) (a) the accuracy of the representations and warranties set forth in the Relevant Documents as to factual matters and (b) that the transactions contemplated by the Relevant Documents will not be subject to avoidance as a fraudulent transfer. Our opinion is limited to the presently effective laws of the State of Texas.

Very truly yours,
                        




Schedule I: Addressees of Opinion




DWMR Texas Constitutional Opinion






[Duggins Wren Mann & Romero, LLP letterhead]
[Date]
Page 33

SCHEDULE I



Schedule I