0001193125-08-027112 Sample Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CENTERPOINT ENERGY TRANSITION BOND COMPANY III, LLC Dated as of February 12, 2008
Limited Liability Company Agreement • February 12th, 2008 • CenterPoint Energy Transition Bond CO III, LLC • Asset-backed securities • Delaware

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of February 12, 2008, (as it may be further amended and supplemented from time to time, this “Agreement”), of CENTERPOINT ENERGY TRANSITION BOND COMPANY III, LLC, a Delaware limited liability company (the “Company”), having its principal office at 1111 Louisiana Street, Suite 4689A, Houston, Texas 77002, between CenterPoint Energy Houston Electric, LLC, as the sole equity member of the Company, and the Independent Manager.

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ADMINISTRATION AGREEMENT
Administration Agreement • February 12th, 2008 • CenterPoint Energy Transition Bond CO III, LLC • Asset-backed securities • Texas

ADMINISTRATION AGREEMENT, dated as of February 12, 2008 (this “Administration Agreement”), is by and between CENTERPOINT ENERGY TRANSITION BOND COMPANY III, LLC, a Delaware limited liability company, as Issuer (the “Issuer”), and CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a Texas limited liability company (“CenterPoint Houston”), as Administrator (in such capacity, the “Administrator”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture more fully described below.

TRANSITION PROPERTY SERVICING AGREEMENT between CENTERPOINT ENERGY TRANSITION BOND COMPANY III, LLC Issuer and CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC Servicer Dated as of February 12, 2008
Transition Property Servicing Agreement • February 12th, 2008 • CenterPoint Energy Transition Bond CO III, LLC • Asset-backed securities • Texas

TRANSITION PROPERTY SERVICING AGREEMENT dated as of February 12, 2008 (this “Agreement”) between CENTERPOINT ENERGY TRANSITION BOND COMPANY III, LLC, a Delaware limited liability company (the “Issuer”), and CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a Texas limited liability company (“CenterPoint Houston”), as the servicer of the Transition Property hereunder (together with each successor to CenterPoint Houston in such capacity pursuant to Section 6.03 or 7.04, the “Servicer”).

TRANSITION PROPERTY SALE AGREEMENT between CENTERPOINT ENERGY TRANSITION BOND COMPANY III, LLC Issuer and CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC Seller Dated as of February 12, 2008
Transition Property Sale Agreement • February 12th, 2008 • CenterPoint Energy Transition Bond CO III, LLC • Asset-backed securities • Texas

TRANSITION PROPERTY SALE AGREEMENT (this “Agreement”) dated as of February 12, 2008, between CENTERPOINT ENERGY TRANSITION BOND COMPANY III, LLC, a Delaware limited liability company (the “Issuer”), and CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, a Texas limited liability company, as seller (the “Seller”).

INTERCREDITOR AGREEMENT
Intercreditor Agreement • February 12th, 2008 • CenterPoint Energy Transition Bond CO III, LLC • Asset-backed securities • Texas

CenterPoint Energy Houston Electric, LLC, a Texas limited liability company and a successor to Reliant Energy, Incorporated (in its individual capacity, the “Company”),

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