Common use of SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS Clause in Contracts

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or to better assure, convey and confirm to the Trustee the Collateral, or to subject to the Lien of this Indenture 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 applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (A) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (B) the then current ratings on any Outstanding Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; or (ix) to provide for one or more Interest Rate Swap Agreements with respect to any Series or Class which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies. (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement Counterparty but with prior notice to the Rating Agencies, the Issuer and the Bond Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Bond Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or to better assure, convey and confirm to unto the Bond Trustee the Collateral, or to subject to the Lien lien of this Indenture 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 applicable such successor of the covenants of the Issuer contained herein and in the Transition BondsBonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Transition BondholdersBonds, 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 Bond Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture supplemental indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenturesupplemental indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not have been satisfied with respect thereto by all Rating Agencies other than Moody's (and prior written notice of such action shall be withdrawn or downgraded by the Rating Agenciesprovided to Moody's); (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee bond trustee with respect to the Transition 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 Trusteebond 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 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional SeriesSupplement; or (ix) to provide for one any hedge or more Interest Rate Swap Agreements swap transactions with respect to any floating rate Series or Class which bears a floating rate of interest Transition Bonds or any Series or Class with specified specific credit enhancement; provided, however, that:that (i) such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto by all Rating Agencies other than Moody's (and prior written notice of such action shall be provided to Moody's). The Bond 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. (Ab) The Issuer and the Bond Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds or any Counterparty, 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 Transition Bonds under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; Counterparty and (Bii) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto. (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, with the consent of the PUCT pursuant to Section 9.07 if such supplemental indenture increases ongoing qualified costs as defined in the Financing Order (which consent shall not be required with regard to the first 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 Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateralany Series Trust Estate, or to better assure, convey and confirm to unto the Trustee the Collateralany Series Trust Estate, or to subject additional property to the Lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the TrusteeTrustee for the benefit of the Holders, the Trustee and any swap counterparty; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or Indenture, to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture, to change in any manner or eliminate any provisions of this Indenture or to modify in any manner the rights of the Transition Bondholders under this Indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Issuers' Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; orSupplement; (ix) to provide for one or more Interest Rate Swap Agreements with respect to any Series or Class which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect qualify the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies.for registration with a Clearing Agency; or (x) to authorize the appointment of satisfy any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) Rating Agency requirements. The 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 Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds, with the consent of the PUCT pursuant to Section 9.07 if such indenture or supplemental indenture increases ongoing qualified costs as defined in the Financing Order, 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 Transition Bonds under this Indenture; provided, however, that (i) as evidenced by an Issuer's Opinion of Counsel, such action shall not adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto; (c) The Trustee may, but shall not be required to, enter into any indenture supplemental hereto or to consent to or enter into any amendment of the Basic Documents unless it shall have received an Opinion of Counsel, addressed to the Trustee, satisfactory to it, that such supplement or amendment is authorized or permitted by this Article IX.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, with the consent of the PUCT pursuant to Section 9.07 if such supplemental indenture increases ongoing qualified costs as defined in the Financing Order (which consent shall not be required with regard to the first 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 Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateralany Series Trust Estate, or to better assure, convey and confirm to unto the Trustee the Collateralany Series Trust Estate, or to subject to the Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the TrusteeTrustee for the benefit of the Holders, the Trustee and any Swap Counterparty; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or Indenture, to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture, to change in any manner or eliminate any provisions of this Indenture or to modify in any manner the rights of the Transition Bondholders under this Indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Issuers' Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; orSupplement; (ix) to provide for one or more Interest Rate Swap Agreements with respect to any Series or Class which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect qualify the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies.for registration with a Clearing Agency; or (x) to authorize the appointment of satisfy any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) Rating Agency requirements. The 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 Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds, with the consent of the PUCT pursuant to Section 9.07 if such indenture or supplemental indenture increases ongoing qualified costs as defined in the Financing Order, 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 Transition Bonds under this Indenture; provided, however, that (i) as evidenced by an Issuer's Opinion of Counsel, such action shall not adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto; (c) The Trustee may, but shall not be required to, enter into any indenture supplemental hereto or to consent to or enter into any amendment of the Basic Documents unless it shall have received an Opinion of Counsel, addressed to the Trustee, satisfactory to it, that such supplement or amendment is authorized or permitted by this Article IX.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the CollateralTrust Estate, or to better assure, convey and confirm to unto the Trustee the CollateralTrust Estate, or to subject to the Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the TrusteeTrustee for the benefit of the Holders, the Trustee and any counterparty under an interest rate protection agreement; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (Ai) -------- ------- such action shall not, as evidenced by an Issuer Issuers' Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not Rating Agency Condition has been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; orsatisfied; (ix) to provide for one or more Interest Rate Swap Agreements with respect to any Series or Class which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect qualify the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies.for registration with a Clearing Agency; or (x) to authorize the appointment of satisfy any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) Rating Agency requirements. The 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 Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Transition Bonds under this Indenture; provided, however, that -------- ------- (i) as evidenced by an Issuer's Opinion of Counsel, such action shall not adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto; (c) The Trustee may, but shall not be required to, enter into any indenture supplemental hereto or to consent to or enter into any amendment of the Basic Documents unless it shall have received an Opinion of Counsel, addressed to the Trustee, satisfactory to it, that such supplement or amendment is authorized or permitted by this Article IX.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or better to better assure, convey and confirm to unto the Trustee the Collateral, or to subject to the Lien of this Indenture 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 applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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;; or (viii) to set forth the terms of any additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not Rating Agency Condition has been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; or (ix) to provide for one or more Interest Rate Swap Agreements with respect to any Series or Class which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies. (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) satisfied. The 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 Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Transition Bonds under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any the counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or to better assure, convey and confirm to the Trustee the Collateral, or to subject to the Lien of this Indenture 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 applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (A) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (B) the then current ratings on any Outstanding Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series of Transition Bonds that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; or (ix) to provide for one or more any Interest Rate Swap Agreements with respect to any Series or Class of Transition Bonds which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies.; or (xC) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series of Transition Bonds required or advisable in connection with the listing of any Class or any Series of Transition Bonds on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series of Transition Bonds in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Bond Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Bond Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or better to better assure, convey and confirm to unto the Bond Trustee the Collateral, or to subject to the Lien lien of this Indenture 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 applicable such successor of the covenants of the Issuer contained herein and in the Transition BondsBonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Transition BondholdersBonds, 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 Bond Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture supplemental indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenturesupplemental indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee bond trustee with respect to the Transition 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 Trusteebond 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 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional SeriesSupplement; or (ix) to provide for one any hedge or more Interest Rate Swap Agreements swap transactions with respect to any floating rate Series or Class which bears a floating rate of interest Transition Bonds or any Series or Class with specified specific credit enhancement; provided, however, that:that (i) such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto by all Rating Agencies other than Moody's (however, notice of such action shall be provided to Moody's). The Bond 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. (Ab) The Issuer and the Bond Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Transition Bonds under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; and (Bii) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto. (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any the counterparty under any Hedge Agreement or Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or to better assure, convey and confirm to unto the Trustee the Collateral, or to subject to the Lien of this Indenture 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 applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the TrusteeTrustee for the benefit of the Transition Bondholders, the Trustee and any counterparty under any Interest Rate Swap Agreement; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which that may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Hedge Agreement or Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect to such action; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of satisfied with respect to such additional Series; oraction; (ix) to provide for one or more any Interest Rate Swap Agreements with respect to any Series or Class which of Transition Bonds that bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Hedge Agreement or any Interest Rate Swap Agreement;Agreement and (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencies.have been satisfied with respect thereto; or (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series of Transition Bonds required or advisable in connection with the listing of any Class or any Series of Transition Bonds on the Luxembourg Stock Exchange in accordance with Section 3.02(b) or on any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series of Transition Bonds in connection with that listing. (b) Subject to 9.02(a), the Issuer and the Trustee may enter into one or more indentures supplemental hereto, without the consent of the Holders of any Transition Bonds, to add provisions to or change in any manner or eliminate any provisions hereof, or to modify, in any manner the rights of Transition Bondholders hereunder; provided, however, that: (1) such action shall not, as evidenced by an Opinion of Counsel, in any manner adversely affect in any material respect the interests of any Transition Bondholder and (2) the Rating Agency Condition shall have been satisfied with respect to such action. (c) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Bond Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Bond Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or to better assure, convey and confirm to unto the Bond Trustee the Collateral, or to subject to the Lien lien of this Indenture 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 applicable such successor of the covenants of the Issuer contained herein and in the Transition BondsBonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Transition BondholdersBonds, 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 Bond Trustee;; 102 (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture supplemental indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenturesupplemental indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not have been satisfied with respect thereto by all Rating Agencies other than Moody's (and prior written notice of such action shall be withdrawn or downgraded by the Rating Agenciesprovided to Moody's); (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee bond trustee with respect to the Transition 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 Trusteebond 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 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional SeriesSupplement; or (ix) to provide for one any hedge or more Interest Rate Swap Agreements swap transactions with respect to any floating rate Series or Class which bears a floating rate of interest Transition Bonds or any Series or Class with specified specific credit enhancement; provided, however, that:that (i) such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto by all Rating Agencies other than Moody's (and prior written notice of such action shall be provided to Moody's). The Bond 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. (Ab) The Issuer and the Bond Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Transition Bonds under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; and (Bii) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall not have been satisfied with respect thereto by all Rating Agencies other than Moody's (and prior written notice of such action shall be withdrawn or downgraded by the Rating Agenciesprovided to Moody's). (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Bond Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Bond Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or better to better assure, convey and confirm to unto the Bond Trustee the Collateral, or to subject to the Lien lien of this Indenture 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 applicable such successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Transition BondholdersBonds, 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 Bond Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture supplemental indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenturesupplemental indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee bond trustee with respect to the Transition 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 Trusteebond 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 Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;; or (viii) to set forth the terms of any additional Series that has not theretofore been authorized by a Supplemental IndentureSeries Supplement. The Bond 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 Bond Trustee, provided that when authorized by an Issuer Order, may, also without the then current ratings on consent of any Outstanding of the Holders of the Transition Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; or (ix) to provide for one or more Interest Rate Swap Agreements with respect to any Series or Class which bears a floating rate of interest or any Series or Class with specified credit enhancementunder this Indenture; provided, however, that: that (Ai) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; and (Bii) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto. (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Bond Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Bond Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or to better assure, convey and confirm to unto the Bond Trustee the Collateral, or to subject to the Lien lien of this Indenture 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 applicable such successor of the covenants of the Issuer contained herein and in the Transition BondsBonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Transition BondholdersBonds, 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 Bond Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture supplemental indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenturesupplemental indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not have been satisfied with respect thereto by all Rating Agencies other than Moodx'x (xxd prior written notice of such action shall be withdrawn or downgraded by the Rating Agenciesprovided to Moodx'x); (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee bond trustee with respect to the Transition 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 Trusteebond 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 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional SeriesSupplement; or (ix) to provide for one any hedge or more Interest Rate Swap Agreements swap transactions with respect to any floating rate Series or Class which bears a floating rate of interest Transition Bonds or any Series or Class with specified specific credit enhancement; provided, however, that:that (i) such action shall not, as evidenced by an opinion of counsel, adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto by all Rating Agencies other than Moodx'x (xxd prior written notice of such action shall be provided to Moodx'x). The Bond 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. (Ab) The Issuer and the Bond Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Transition Bonds under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; and (Bii) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto. (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any the counterparty under any Hedge Agreement or Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or better to better assure, convey and confirm to unto the Trustee the Collateral, or to subject to the Lien of this Indenture 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 applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Hedge Agreement or Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not Rating Agency Condition has been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; orsatisfied; (ix) to provide for one or more any Interest Rate Swap Agreements with respect to any Series or Class of Transition Bonds which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Hedge Agreement or any other Interest Rate Swap Agreement;Agreement and (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencies.have been satisfied with respect thereto; or (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series of Transition Bonds required or advisable in connection with the listing of any Class or any Series of Transition Bonds on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series of Transition Bonds in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any the counterparty under any Hedge Agreement or Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or better to better assure, convey and confirm to unto the Trustee the Collateral, or to subject to the Lien of this Indenture 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 applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Hedge Agreement or Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds prior notice of such action shall not be withdrawn or downgraded by have been provided to the Rating Agencies; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds prior notice shall have not been withdrawn or downgraded by provided to the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; orAgencies; (ix) to provide for one or more any Interest Rate Swap Agreements with respect to any Series or Class of Transition Bonds which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Hedge Agreement or any other Interest Rate Swap Agreement;Agreement and (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds prior notice of such action shall not be withdrawn or downgraded by have been provided to the Rating Agencies.; or (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series of Transition Bonds required or advisable in connection with the listing of any Class or any Series of Transition Bonds on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series of Transition Bonds in connection with that listing. (b) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any the counterparty under any Hedge Agreement or Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or to better assure, convey and confirm unto the Trustee the Collateral (including without limitation by eliminating or modifying the requirements specified in Section 8.02(a)(ii), provided that the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel stating that, in the Collateralopinion of such counsel, such elimination or modification, as the case may be, will not adversely affect the Lien created by this Indenture), or to subject to the Lien of this Indenture 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 applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the TrusteeTrustee for the benefit of the Transition Bondholders, the Trustee and any counterparty under any Interest Rate Swap Agreement; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which that may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Hedge Agreement or Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect to such action; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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 additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall have not been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of satisfied with respect to such additional Series; oraction; (ix) to provide for one or more any Interest Rate Swap Agreements with respect to any Series or Class which of Transition Bonds that bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Hedge Agreement or any Interest Rate Swap Agreement;Agreement and (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds Rating Agency Condition shall not be withdrawn or downgraded by the Rating Agencies.have been satisfied with respect thereto; or (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series of Transition Bonds required or advisable in connection with the listing of any Class or any Series of Transition Bonds on the Luxembourg Stock Exchange in accordance with Section 3.02(b) or on any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series of Transition Bonds in connection with that listing. (b) Subject to 9.02(a), the Issuer and the Trustee may enter into one or more indentures supplemental hereto, without the consent of the Holders of any Transition Bonds, to add provisions to or change in any manner or eliminate any provisions hereof, or to modify, in any manner the rights of Transition Bondholders hereunder; provided, however, that: (1) such action shall not, as evidenced by an Issuer Opinion of Counsel, in any manner adversely affect in any material respect the interests of any Transition Bondholder and (2) the Rating Agency Condition shall have been satisfied with respect to such action. (c) The 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.

SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or any counterparty under any Interest Rate Swap Agreement but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of the Collateral, or better to better assure, convey and confirm to unto the Trustee the Collateral, or to subject to the Lien of this Indenture 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 applicable successor of the covenants of the Issuer contained herein and in the Transition Bonds; (iii) to add to the covenants of the Issuer, for the benefit of the Transition Bondholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture which may be inconsistent with any other provision herein or in any Supplemental Indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any Supplemental Indenture; provided, however, that (Ai) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement and (Bii) the then current ratings on any Outstanding Transition Bonds Rating Agency Condition (other than with respect to Xxxxx'x) shall not be withdrawn or downgraded by the Rating Agencieshave been satisfied with respect thereto and prior notice thereof shall have been given to Xxxxx'x; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee with respect to the Transition 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;; or (viii) to set forth the terms of any additional Series that has not theretofore been authorized by a Supplemental Indenture, provided that the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds have not Rating Agency Condition has been withdrawn or downgraded by the Rating Agencies and will not be withdrawn or downgraded as a result of the issuance of such additional Series; or (ix) to provide for one or more Interest Rate Swap Agreements with respect to any Series or Class which bears a floating rate of interest or any Series or Class with specified credit enhancement; provided, however, that: (A) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder or any counterparty under any Interest Rate Swap Agreement; (B) the then current ratings on any Outstanding Transition Bonds or any outstanding Series 2002-A Transition Bonds shall not be withdrawn or downgraded by the Rating Agencies. (x) to authorize the appointment of any listing agent, transfer agent or paying agent or additional registrar for any Class of any Series required or advisable in connection with the listing of any Class or any Series on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or paying agent or additional registrar for any Class or any Series in connection with that listing. (b) satisfied. The 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 Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Transition Bonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Transition Bonds under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Issuer Opinion of Counsel, adversely affect in any material respect the interests of any Transition Bondholder and (ii) the Rating Agency Condition (other than with respect to Xxxxx'x) shall have been satisfied with respect thereto and prior notice thereof shall have been given to Xxxxx'x.