EX-4.1 5 exh41.txt EXHIBIT 4.1 EXECUTION COPY ATLANTIC CITY ELECTRIC TRANSITION FUNDING LLC, Issuer and THE BANK OF NEW YORK, Trustee --------------------- INDENTURE Dated as of December 19, 2002 --------------------- Securing Transition Bonds Issuable in Series TABLE OF CONTENTS Article I DEFINITIONS AND INCORPORATION BY REFERENCE...........................2 Section 1.01. DEFINITIONS...................................................2 Section 1.02. INCORPORATION BY REFERENCE OF THE TRUST INDENTURE ACT.........2 Section 1.03. RULES OF CONSTRUCTION.........................................2 Article II THE TRANSITION BONDS................................................3 Section 2.01. FORM 3 Section 2.02. EXECUTION, AUTHENTICATION AND DELIVERY........................4 Section 2.03. DENOMINATIONS; TRANSITION BONDS ISSUABLE IN SERIES............4 Section 2.04. TEMPORARY TRANSITION BONDS....................................5 Section 2.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE...........6 Section 2.06. MUTILATED, DESTROYED, LOST OR STOLEN TRANSITION BONDS.........7 Section 2.07. PERSONS DEEMED OWNER..........................................8 Section 2.08. PAYMENT OF PRINCIPAL AND INTEREST; INTEREST ON OVERDUE PRINCIPAL; PRINCIPAL AND INTEREST RIGHTS PRESERVED..........8 Section 2.09. CANCELLATION..................................................9 Section 2.10. AMOUNT; AUTHENTICATION AND DELIVERY OF TRANSITION BONDS.......9 Section 2.11. BOOK-ENTRY TRANSITION BONDS..................................14 Section 2.12. NOTICES TO CLEARING AGENCY...................................15 Section 2.13. DEFINITIVE TRANSITION BONDS..................................15 Article III COVENANTS.........................................................16 Section 3.01. PAYMENT OF PRINCIPAL AND INTEREST............................16 Section 3.02. MAINTENANCE OF OFFICE OR AGENCY..............................16 Section 3.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST.......................17 Section 3.04. EXISTENCE....................................................18 Section 3.05. PROTECTION OF COLLATERAL.....................................18 Section 3.06. OPINIONS AS TO COLLATERAL....................................18 Section 3.07. PERFORMANCE OF OBLIGATIONS...................................19 Section 3.08. NEGATIVE COVENANTS...........................................19 Section 3.09. ANNUAL STATEMENT AS TO COMPLIANCE............................20 Section 3.10. ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..........20 Section 3.11. SUCCESSOR OR TRANSFEREE......................................21 Section 3.12. NO OTHER BUSINESS............................................22 Section 3.13. NO BORROWING.................................................22 Section 3.14. GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES............22 Section 3.15. CAPITAL EXPENDITURES.........................................22 Section 3.16. RESTRICTED PAYMENTS..........................................22 Section 3.17. NOTICE OF EVENTS OF DEFAULT..................................22 i Section 3.18. INSPECTION...................................................23 Section 3.19. [RESERVED]...................................................23 Section 3.20. SALE AGREEMENT, SERVICING AGREEMENT, ADMINISTRATION AGREEMENT, HEDGE AGREEMENT AND INTEREST RATE SWAP AGREEMENT COVENANTS........................................23 Section 3.21. TAXES........................................................26 Section 3.22. SEPARATE ENTITY..............................................26 Article IV SATISFACTION AND DISCHARGE; DEFEASANCE.............................26 Section 4.01. SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE..........26 Section 4.02. CONDITIONS TO DEFEASANCE.....................................28 Section 4.03. APPLICATION OF TRUST MONEY...................................30 Section 4.04. REPAYMENT OF MONEYS HELD BY PAYING AGENT.....................30 Article V REMEDIES............................................................30 Section 5.01. EVENTS OF DEFAULT............................................30 Section 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT...........31 Section 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE....................................................32 Section 5.04. REMEDIES.....................................................34 Section 5.05. OPTIONAL PRESERVATION OF THE COLLATERAL......................35 Section 5.06. LIMITATION OF PROCEEDINGS....................................35 Section 5.07. UNCONDITIONAL RIGHTS OF TRANSITION BONDHOLDERS TO RECEIVE PRINCIPAL AND INTEREST.....................................36 Section 5.08. RESTORATION OF RIGHTS AND REMEDIES...........................36 Section 5.09. RIGHTS AND REMEDIES CUMULATIVE...............................36 Section 5.10. DELAY OR OMISSION NOT A WAIVER...............................36 Section 5.11. CONTROL BY TRANSITION BONDHOLDERS............................36 Section 5.12. WAIVER OF PAST DEFAULTS......................................37 Section 5.13. UNDERTAKING FOR COSTS........................................37 Section 5.14. WAIVER OF STAY OR EXTENSION LAWS.............................38 Section 5.15. ACTION ON TRANSITION BONDS...................................38 Article VI THE TRUSTEE........................................................38 Section 6.01. DUTIES AND LIABILITIES OF TRUSTEE............................38 Section 6.02. RIGHTS OF TRUSTEE............................................39 Section 6.03. INDIVIDUAL RIGHTS OF TRUSTEE.................................40 Section 6.04. TRUSTEE'S DISCLAIMER.........................................40 Section 6.05. NOTICE OF DEFAULTS...........................................40 Section 6.06. REPORTS BY TRUSTEE TO HOLDERS................................40 Section 6.07. COMPENSATION AND INDEMNITY...................................42 Section 6.08. REPLACEMENT OF TRUSTEE.......................................42 Section 6.09. SUCCESSOR TRUSTEE BY MERGER..................................43 Section 6.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE................44 Section 6.11. ELIGIBILITY; DISQUALIFICATION................................45 ii Section 6.12. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER.........45 Section 6.13. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE................45 Section 6.14. TRUSTEE ACTIONS IN CAPACITY OF REGISTRAR OR PAYING AGENT.....45 Article VII TRANSITION BONDHOLDERS' LISTS AND REPORTS.........................45 Section 7.01. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF TRANSITION BONDHOLDERS................................................45 Section 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO TRANSITION BONDHOLDERS................................................46 Section 7.03. REPORTS BY ISSUER............................................46 Section 7.04. REPORTS BY TRUSTEE...........................................47 Section 7.05. PROVISION OF SERVICER REPORTS................................47 Article VIII ACCOUNTS, DISBURSEMENTS AND RELEASES.............................47 Section 8.01. COLLECTION OF MONEY..........................................47 Section 8.02. COLLECTION ACCOUNT...........................................47 Section 8.03. RELEASE OF COLLATERAL........................................54 Section 8.04. ISSUER OPINION OF COUNSEL....................................54 Section 8.05. REPORTS BY INDEPENDENT ACCOUNTANTS...........................55 Article IX SUPPLEMENTAL INDENTURES............................................55 Section 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS................................................55 Section 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF TRANSITION BONDHOLDERS................................................57 Section 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.........................58 Section 9.04. EFFECT OF SUPPLEMENTAL INDENTURE.............................59 Section 9.05. CONFORMITY WITH TRUST INDENTURE ACT..........................59 Section 9.06. REFERENCE IN TRANSITION BONDS TO SUPPLEMENTAL INDENTURES.....60 Article X REDEMPTION OF TRANSITION BONDS......................................60 Section 10.01. OPTIONAL REDEMPTION BY ISSUER...............................60 Section 10.02. MANDATORY REDEMPTION BY ISSUER..............................60 Section 10.03. FORM OF REDEMPTION NOTICE...................................60 Section 10.04. PAYMENT OF REDEMPTION PRICE.................................61 Article XI MISCELLANEOUS......................................................61 Section 11.01. COMPLIANCE CERTIFICATES AND OPINIONS, ETC...................61 Section 11.02. FORM OF DOCUMENTS DELIVERED TO TRUSTEE......................62 Section 11.03. ACTS OF TRANSITION BONDHOLDERS..............................63 Section 11.04. NOTICES, ETC., TO TRUSTEE, ISSUER AND RATING AGENCIES.......63 Section 11.05. NOTICES TO TRANSITION BONDHOLDERS; WAIVER...................64 Section 11.06. NOTICES TO LUXEMBOURG STOCK EXCHANGE........................64 Section 11.07. ALTERNATE PAYMENT AND NOTICE PROVISIONS.....................65 iii Section 11.08. CONFLICT WITH TRUST INDENTURE ACT...........................65 Section 11.09. EFFECT OF HEADINGS AND TABLE OF CONTENTS....................65 Section 11.10. SUCCESSORS AND ASSIGNS......................................65 Section 11.11. SEVERABILITY................................................66 Section 11.12. BENEFITS OF INDENTURE.......................................66 Section 11.13. LEGAL HOLIDAYS..............................................66 Section 11.14. GOVERNING LAW...............................................66 Section 11.15. COUNTERPARTS................................................66 Section 11.16. ISSUER OBLIGATION...........................................66 Section 11.17. NO PETITION.................................................66 Section 11.18. PREFUNDING..................................................66 APPENDIX A MASTER DEFINITIONS iv INDENTURE, dated as of December 19, 2002, by and between ATLANTIC CITY ELECTRIC TRANSITION FUNDING LLC, a Delaware limited liability company, as Issuer, and The Bank of New York, a New York banking corporation, in its capacity as trustee for the benefit of the Holders of the Transition Bonds and as agent for itself and any counterparty under any Interest Rate Swap Agreement (the "Trustee"). The Issuer has duly authorized the execution and delivery of this Indenture to provide for one or more Series of Transition Bonds, issuable as provided in this Indenture. Each such Series of Transition Bonds will be issued only under a separate Series Supplement to this Indenture duly executed and delivered by the Issuer and the Trustee. The Issuer and the Trustee are entering into this Indenture, and the Trustee is accepting the trusts created hereby, each for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and each intends to be legally bound hereby. GRANTING CLAUSE The Issuer hereby Grants to the Trustee as trustee for the benefit of (i) the Holders of the Transition Bonds from time to time issued and outstanding, (ii) the Trustee and (iii) any counterparty under any Interest Rate Swap Agreement, a security interest in all of the Issuer's right, title and interest whether now owned or hereafter acquired, in, to and under: (a) all Bondable Transition Property, including without limitation the Bondable Transition Property transferred by the Seller to the Issuer from time to time pursuant to the Sale Agreement and all proceeds thereof; (b) the Sale Agreement; (c) all Bills of Sale delivered by the Seller pursuant to the Sale Agreement; (d) the Servicing Agreement; (e) the Administration Agreement; (f) any Interest Rate Swap Agreement; (g) the Collection Account and all subaccounts thereof (including without limitation the General Subaccount, each Series Overcollateralization Subaccount, each Series Capital Subaccount, each Series Reserve Subaccount, each Series Subaccount, any Class Subaccount and any Defeasance Subaccount), and all cash, securities, instruments, investment property or other assets deposited in or credited to the Collection Account or any Subaccount from time to time or purchased with funds therefrom; (h) all investment property and all other property of whatever kind owned from time to time by the Issuer other than: (w) any cash released to any counterparty under any Interest Rate Swap Agreement by the Trustee from any related Class Subaccount pursuant to the provisions of this Indenture or any Series Supplement, (x) any cash or other property released to the Issuer by the Trustee from the Collection Account and any Subaccount, (y) any payment received by the Issuer pursuant to any Hedge Agreement and (z) the proceeds from the sale of the Transition Bonds used to pay (1) the costs of issuance of the Transition Bonds and the Upfront Transaction Costs and Capital Reduction Costs (as such terms are defined in the BPU Financing Orders), (2) any amount payable by the Issuer pursuant to any Hedge Agreement and (3) the purchase price of the Bondable Transition Property paid pursuant to the Sale Agreement; (i) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (j) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of its conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, general intangibles, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"); provided that any Collateral in the Collection Account applied in favor of or released to the Issuer in accordance with Section 8.02 or any other provision of this Indenture or any Series Supplement shall not be subject to the lien of this Indenture. Such Grants are made to the Trustee to have and to hold in trust to secure the payment of principal of, and interest on, and any other amounts owing in respect of, the Transition Bonds and all fees, expenses, counsel fees and other amounts due and owing to the Trustee and, if and to the extent provided in any Series Supplement, any amounts due and owing to any counterparty under any Interest Rate Swap Agreement (collectively, the "Secured Obligations"), equally and ratably without prejudice, preference, priority or distinction, except as expressly provided in this Indenture and to secure performance by the Issuer of all of the Issuer's obligations under this Indenture with respect to the Transition Bonds, all as provided in this Indenture. The Trustee, as trustee on behalf of the Holders of the Transition Bonds, and acting on behalf of itself and any counterparty under any Interest Rate Swap Agreement acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof and agrees to perform its duties herein required. Article I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. DEFINITIONS. Capitalized terms used but not otherwise defined in this Indenture have the respective meanings set forth in Appendix A hereto unless the context otherwise requires. Section 1.02. INCORPORATION BY REFERENCE OF THE TRUST INDENTURE ACT. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. Each of the following TIA terms used in this Indenture has the following meaning: "Commission" means the U.S. Securities and Exchange Commission, and any successor thereof. "indenture securities" means the Transition Bonds. "indenture to be qualified" means this Indenture. "indenture trustee" or "institutional trustee" means the Trustee. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meanings assigned to them by such definitions. Section 1.03. RULES OF CONSTRUCTION. (a) An accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time; (b) "including" means including without limitation, and "or" is used in the inclusive sense; 2 (c) with respect to terms defined in Appendix A hereto, words in the singular include the plural and words in the plural include the singular, and personal pronouns refer to all persons regardless of gender; (d) unless otherwise specified, references herein to sections or articles are to the sections or articles of this Indenture; and (e) 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. Article II THE TRANSITION BONDS Section 2.01. FORM. (a) The Transition Bonds and the Trustee's certificate of authentication shall be in substantially the forms set forth in Exhibit A to the related Series Supplement, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or by the related Series Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Manager of the Issuer executing such Transition Bonds, as evidenced by such Manager's execution of such Transition Bonds. Any portion of the text of any Transition Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Transition Bond. Each Transition Bond shall be dated the date of its authentication. (b) The Transition Bonds shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Manager executing such Transition Bonds, as evidenced by such Manager's execution of such Transition Bonds. (c) Each Transition Bond shall bear upon its face the designation so selected for the Series and Class, if any, to which it belongs. The terms of all Transition Bonds of the same Series shall be identical, unless such Series is made up of more than one Class, in which case the terms of all Transition Bonds of the same Class shall be identical. (d) Each Transition Bond shall state that the Competition Act provides that the State of New Jersey pledges and agrees with the holders of the Transition Bonds that "the State will not limit, alter or impair any bondable transition property or other rights vested in an electric public utility or an assignee or pledgee thereof or a financing entity or vested in the holders of any transition bonds pursuant to a bondable stranded costs rate order until such transition bonds, together with the interest and acquisition or redemption premium, if any, thereon, are fully paid and discharged or until such agreements are fully performed on the part of the electric public utility, any assignee or pledgee thereof or the financing entity or in any way limit, alter, impair or reduce the value or amount of the bondable transition property approved by a bondable stranded costs rate order". 3 Section 2.02. EXECUTION, AUTHENTICATION AND DELIVERY. (a) The Transition Bonds shall be executed on behalf of the Issuer by a Manager. The signature of any such Manager on the Transition Bonds may be manual or facsimile. (b) Transition Bonds bearing the manual or facsimile signature of individuals who were at any time Managers shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Transition Bonds. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Transition Bonds executed on behalf of the Issuer to the Trustee pursuant to an Issuer Order for authentication; and the Trustee shall authenticate and deliver such Transition Bonds as in this Indenture and such Issuer Order provided and not otherwise. (d) No Transition Bond shall be entitled to any benefit under this Indenture, or be valid or obligatory for any purpose, unless there appears on such Transition Bond a certificate of authentication substantially in the form provided for in the related Series Supplement executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Transition Bond shall be conclusive evidence, and the only evidence, that such Transition Bond has been duly authenticated and delivered hereunder. (e) In the event that either (i) any of the Transition Bonds are listed on the Luxembourg Stock Exchange and the rules and regulations of such exchange so require or (ii) the Trustee no longer maintains an office in the Borough of Manhattan, The City of New York, another Person may be appointed (in the case of clause (i) pursuant to Section 3.02(b) and in the case of clause (ii) by the Trustee with the consent of the Issuer) as authenticating agent, and upon such appointment any such other Person shall be authorized hereunder on behalf of the Trustee to authenticate and deliver Transition Bonds in accordance with the terms hereof. Each reference in this Indenture to authentication by the Trustee includes authentication by any such other Person, and each such agent shall have the same rights as the Paying Agent and Transition Bond Registrar to deal with the Issuer or any Affiliate thereof. Section 2.03. DENOMINATIONS; TRANSITION BONDS ISSUABLE IN SERIES. (a) The Transition Bonds of each Series shall be issuable as registered Transition Bonds in the Authorized Denominations specified in the Series Supplement therefor. (b) The Transition Bonds may, at the election of and as authorized by a Manager and set forth in a Series Supplement, be issued in one or more Series (each of which may be comprised of one or more Classes), and shall be designated generally as the "Transition Bonds" of the Issuer, with such further particular designations added or incorporated in such title for the Transition Bonds of any particular Series or Class as a Manager may determine, as set forth in the Series Supplement therefor. (c) Each Series of Transition Bonds shall be created by a Series Supplement authorized by a Manager and establishing the terms and provisions of such Series and, if applicable, any Classes thereof. All Series and all Classes of each Series shall have the same Payment Dates and Adjustment Dates. The several Series and any Classes thereof may differ as between Series and Classes, in respect of any of the following matters: (i) designation of the Series and each Class thereof; 4 (ii) the aggregate initial principal amount of the Transition Bonds of the Series and each Class thereof; (iii) the Interest Rate of the Series and each Class thereof or the formula, if any, used to calculate the applicable Interest Rate or Interest Rates for the Series and each Class thereof; (iv) the Expected Final Payment Date of the Series and each Class thereof; (v) the Final Maturity Date of the Series and each Class thereof; (vi) the Series Issuance Date of the Series; (vii) the place or places for payments with respect to the Series and each Class thereof; (viii) the Authorized Denominations for the Series and each Class thereof; (ix) the provisions, if any, for redemption by the Issuer of the Series and each Class thereof; (x) the Expected Amortization Schedule for the Series and each Class thereof; (xi) the Overcollateralization Amount with respect to the Series for each Payment Date through the Final Maturity Date thereof; (xii) the Required Capital Amount with respect to the Series; (xiii) the Calculation Dates; (xiv) the credit enhancement, if any, applicable to the Series and each Class thereof; and (xv) any other terms of the Series or each Class that are not inconsistent with the provisions of this Indenture. Section 2.04. TEMPORARY TRANSITION BONDS. (a) Pending the preparation of definitive Transition Bonds pursuant to Section 2.13, or in the case of Transition Bonds held in a book-entry only system by a Clearing Agency, a Manager may execute, and upon receipt of an Issuer Order the Trustee shall authenticate and deliver, temporary Transition Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the definitive Transition Bonds in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the Manager executing such Transition Bonds may determine, as evidenced by such Manager's execution of such Transition Bonds. (b) If temporary Transition Bonds are issued, the Issuer shall cause definitive Transition Bonds to be prepared without unreasonable delay except where temporary Transition Bonds are held by a Clearing Agency. After the preparation of definitive Transition Bonds, the temporary 5 Transition Bonds shall be exchangeable for definitive Transition Bonds upon surrender of the temporary Transition Bonds at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to any Holder. Upon surrender for cancellation of any one or more temporary Transition Bonds, a Manager shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Series (and if applicable, Class) and aggregate initial principal amount of definitive Transition Bonds in Authorized Denominations. Until so exchanged, the temporary Transition Bonds shall in all respects be entitled to the same benefits under this Indenture as definitive Transition Bonds. Section 2.05. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. (a) The Issuer shall cause to be kept a register (the "Transition Bond Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Transition Bonds and the registration of transfers of Transition Bonds. The Trustee shall be the registrar (the Trustee or any successor thereof in such capacity, the "Transition Bond Registrar") for the purpose of registering Transition Bonds and transfers of Transition Bonds as herein provided. Upon any resignation of any Transition Bond Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Transition Bond Registrar. (b) If a Person other than the Trustee is appointed by the Issuer as Transition Bond Registrar, the Issuer shall give the Trustee and any transfer, paying or listing agent of the Issuer appointed pursuant to Section 3.02(b) prompt written notice of the appointment of such Transition Bond Registrar and of the location, and any change in the location, of the Transition Bond Register; the Trustee and any such agent shall have the right to inspect the Transition Bond Register at all reasonable times and to obtain copies thereof; and the Trustee and any such agent shall have the right conclusively to rely upon a certificate executed on behalf of the Transition Bond Registrar by a duly authorized officer thereof as to the names and addresses of the Holders of the Transition Bonds and the original and Outstanding principal amounts and number of such Transition Bonds (separately stated by Series and, if applicable, Class). (c) Upon surrender for registration of transfer of any Transition Bond at the office or agency of the Issuer to be maintained as provided in Section 3.02, a Manager on behalf of the Issuer shall execute, and the Trustee shall authenticate and the Transition Bondholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one or more new Transition Bonds in any Authorized Denominations, of a like Series (and, if applicable, Class) and aggregate initial principal amount. (d) At the option of the Holder, Transition Bonds may be exchanged for other Transition Bonds of a like Series (and, if applicable, Class) and aggregate initial principal amount in Authorized Denominations, upon surrender of the Transition Bonds to be exchanged at the office or agency of the Issuer to be maintained as provided in Section 3.02. Whenever any Transition Bonds are so surrendered for exchange, a Manager on behalf of the Issuer shall execute, and the Trustee shall authenticate and the Transition Bondholder shall obtain from the Trustee, the Transition Bonds that the Transition Bondholder making the exchange is entitled to receive. (e) All Transition Bonds issued upon any registration of transfer or exchange of Transition Bonds shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Transition Bonds surrendered upon such registration of transfer or exchange. 6 (f) Every Transition Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an Eligible Guarantor Institution in the form set forth in such Transition Bond. (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Transition Bonds (except as may be required by the rules and regulations of the Luxembourg Stock Exchange with respect to any Transition Bonds listed thereon), but, other than in respect of exchanges pursuant to Section 2.04 or 9.06 not involving any transfer, the Issuer may require payment by such Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Transition Bonds, including the fees and expenses of the Trustee. (h) The preceding provisions of this Section 2.05 notwithstanding, except to the extent otherwise required by the rules and regulations of the Luxembourg Stock Exchange with respect to any Transition Bonds listed thereon, the Issuer shall not be required to make, and the Transition Bond Registrar need not register, transfers or exchanges of Transition Bonds selected for redemption or transfers or exchanges of any Transition Bond for a period of 15 days preceding the date on which final payment of principal is to be made with respect to such Transition Bond. Section 2.06. MUTILATED, DESTROYED, LOST OR STOLEN TRANSITION BONDS. (a) If (i) any mutilated Transition Bond is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Transition Bond, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, the Transition Bond Registrar or the Trustee that such Transition Bond has been acquired by a protected purchaser, a Manager on behalf of the Issuer shall execute, and upon a Manager's written request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Transition Bond, a replacement Transition Bond of like Series (and, if applicable, Class), tenor and initial principal amount in Authorized Denominations, bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen Transition Bond, but not a mutilated Transition Bond, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Transition Bond, the Issuer may pay such destroyed, lost or stolen Transition Bond when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Transition Bond or payment of a destroyed, lost or stolen Transition Bond pursuant to the proviso to the preceding sentence, a protected purchaser of the original Transition Bond in lieu of which such replacement Transition Bond was issued presents for payment such original Transition Bond, the Issuer and the Trustee shall be entitled to recover such replacement Transition Bond (or such payment) from the Person to whom it was delivered or any Person taking such replacement Transition Bond from such Person to whom such replacement Transition Bond was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (b) Every replacement Transition Bond issued pursuant to this Section 2.06 in replacement of any mutilated, destroyed, lost or stolen Transition Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen 7 Transition Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Transition Bonds duly issued hereunder. (c) The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Transition Bonds. Section 2.07. PERSONS DEEMED OWNER. Prior to due presentment for registration of transfer of any Transition Bond, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name any Transition Bond is registered (as of the day of determination) as the owner of such Transition Bond for the purpose of receiving payments of principal of and interest on such Transition Bond and for all other purposes whatsoever, whether or not such Transition Bond be overdue, and neither the Issuer or the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary. Section 2.08. PAYMENT OF PRINCIPAL AND INTEREST; INTEREST ON OVERDUE PRINCIPAL; PRINCIPAL AND INTEREST RIGHTS PRESERVED. (a) The Transition Bonds shall accrue interest as provided in the form of Transition Bond attached to the Series Supplement for such Transition Bonds, at the applicable Interest Rate specified therein, and such interest shall be payable on each Payment Date as specified therein. Any installment of interest or principal payable on any Transition Bond that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Transition Bond (or one or more Predecessor Transition Bonds) is registered on the Record Date for such Payment Date, in the manner specified in the related Series Supplement, and if not specified therein, either (i) by check mailed first-class, postage prepaid to such Person's address as it appears on the Transition Bond Register on such Record Date or (ii) with respect to Transition Bonds registered on such Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments shall be made by wire transfer in immediately available funds to the account designated by such nominee, except for the final installment of principal payable with respect to such Transition Bond on a Payment Date, which shall be payable as provided in clause (b) below. The funds represented by any such checks or other amounts returned undelivered shall be held in accordance with Section 3.03. (b) The principal of each Transition Bond of each Series (and, if applicable, Class) shall be payable in installments on each Payment Date specified in the Expected Amortization Schedule included in the form of Transition Bond attached to the Series Supplement for such Transition Bonds, but only to the extent that moneys are available for such payment pursuant to Section 8.02. Failure to pay in accordance with such Expected Amortization Schedule because moneys are not so available pursuant to Section 8.02 to make such payments shall not constitute a Default or Event of Default under this Indenture. Notwithstanding the foregoing, the entire Outstanding principal amount of the Transition Bonds of any Series or Class shall be due and payable, if not previously paid, either: (i) on the Final Maturity Date therefor, (ii) on the date on which the Transition Bonds of all Series have been declared immediately due and payable in accordance with Section 5.02 or (iii) on the Redemption Date, if any, therefor. The Trustee shall notify in writing the Person in whose name a Transition Bond is registered, at the close of business on the second Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Transition Bond to be paid. Such notice shall be mailed no later than five days prior to such final Payment Date, shall specify that such final installment of principal will be payable only 8 upon presentation and surrender of such Transition Bond and shall specify the place where such Transition Bond may be presented and surrendered for payment of such installment, which, so long as any Transition Bonds are listed on the Luxembourg Stock Exchange, shall include the office of the paying agent in Luxembourg appointed pursuant to Section 3.02(b). The listing agent appointed pursuant to Section 3.02(b) shall also arrange for such notice to be published in an Authorized Newspaper not later than the fifth day of the month of the expected payment of such final installment. Notices in connection with redemptions of Transition Bonds shall also be mailed to Transition Bondholders as provided in Section 10.03. (c) If the Issuer defaults in a payment of interest on the Transition Bonds of any Series or in the payment of any amount payable to any counterparty under any Interest Rate Swap Agreement, the Issuer shall pay defaulted interest, plus interest on such defaulted interest at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who, on a subsequent special record date (which date shall be at least five Business Days prior to the payment date), are Transition Bondholders at the rate specified in the related Series Supplement. In addition, the Issuer may pay amounts to any counterparty under any Interest Rate Swap Agreement, at the rate specified in the related Interest Rate Swap Agreement. In the case of a default in a payment of interest on the Transition Bonds of any Series, the Issuer shall fix or cause to be fixed any such special record date and payment date, and, at least 15 days before any such special record date, the Issuer shall mail to the Trustee and to each affected Transition Bondholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. Section 2.09. CANCELLATION. All Transition Bonds surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by the Trustee. The Issuer may at any time deliver to the Trustee for cancellation any Transition Bonds previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Transition Bonds so delivered shall be promptly canceled by the Trustee. No Transition Bonds shall be authenticated in lieu of or in exchange for any Transition Bonds canceled pursuant to this Section 2.09, except as expressly permitted by this Indenture. All canceled Transition Bonds may be held or disposed of by the Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided that such Issuer Order is timely and the Transition Bonds have not been previously disposed of by the Trustee. Section 2.10. AMOUNT; AUTHENTICATION AND DELIVERY OF TRANSITION BONDS. (a) The Issuer may at any time and from time to time issue hereunder Transition Bonds of a new Series either as a Financing Issuance or a Refunding Issuance. (b) Transition Bonds of a new Series may from time to time be executed by a Manager on behalf of the Issuer and delivered to the Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Request and upon delivery by the Issuer, at the Issuer's expense, to the Trustee of the following: (i) Issuer Action. An Issuer Order authorizing and directing the authentication and delivery of the Transition Bonds by the Trustee and specifying the principal amount of Transition Bonds to be authenticated. 9 (ii) Authorizing Certificate. A certified resolution of the Managers authorizing the execution and delivery of the Series Supplement for the Transition Bonds applied for and the execution, authentication and delivery of such Transition Bonds. (iii) Series Supplement. A Series Supplement for the Series of Transition Bonds being issued, which shall set forth the provisions and form of the Transition Bonds of such Series (and, if applicable, each Class thereof). (iv) Certificates of the Issuer and the Seller. (A) An Issuer Officer's Certificate dated as of the Series Issuance Date, stating: (1) that no Default has occurred and is continuing under this Indenture and that the issuance of the Transition Bonds being issued will not result in any Default; (2) that the Issuer has not assigned any interest or participation in the Collateral except for the Grant contained in this Indenture; that the Issuer has the power and authority to Grant the Collateral to the Trustee as security hereunder; and that the Issuer, subject to the terms of this Indenture, has Granted to the Trustee a security interest in all right, title and interest in, to and under the Collateral free and clear of any Lien except the Lien of this Indenture; (3) that the Issuer has appointed the firm of Independent certified public accountants as contemplated in Section 8.05; (4) that attached thereto are duly executed, true and complete copies of the Sale Agreement and the Servicing Agreement; (5) that all financing statements with respect to the Collateral which are required to be filed under the New Jersey UCC, the Delaware UCC and the uniform commercial code of any other jurisdiction by the terms of the Sale Agreement, the Servicing Agreement or this Indenture have been or will be filed as required; and (6) that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Transition Bonds have been complied with. (B) An Officer's Certificate from the Seller, dated as of the Series Issuance Date, to the effect that, with respect to the Bondable Transition Property to be transferred to the Issuer on such date, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement: (1) the Seller was the sole owner of such Bondable Transition Property and such ownership interest was perfected; such Bondable Transition Property will be validly transferred and sold to the Issuer free and 10 clear of all Liens (other than Liens created by the Issuer in favor of the Trustee pursuant to this Indenture or by the Seller in favor of the Issuer pursuant to the Sale Agreement) and such transfer will be perfected; the Seller has the power and authority to own, sell and assign such Bondable Transition Property to the Issuer; the Seller has duly authorized such sale and assignment to the Issuer; and the Seller's state of incorporation is the State of New Jersey; (2) the attached copy of the BPU Financing Order creating such Bondable Transition Property is true and correct and such order is in full force and effect; and (3) the representations and warranties contained in Sections 3.08(b), (d)(iv), (d)(v) and (f)(i)-(iii) of the Sale Agreement are true as if made on the date of conveyance of such Bondable Transition Property. (v) Issuer Opinion of Counsel. An Issuer Opinion of Counsel, portions of which may be delivered by counsel for the Issuer and portions of which may be delivered by counsel for the Seller and/or the Servicer, dated as of the Series Issuance Date, subject to customary qualifications, substantially to the collective effect that: (A) the Issuer has the power and authority to execute and deliver the related Series Supplement and this Indenture and to issue the Transition Bonds being issued, each of the related Series Supplement and this Indenture and each of such Transition Bonds has been duly authorized, executed and delivered, and the Issuer is duly organized, is validly existing as a limited liability company and in good standing under the laws of the jurisdiction of its organization and is qualified to do business in any jurisdiction wherein it is required to be so qualified; (B) no authorization, approval or consent of any governmental body is required for the valid issuance, authentication or delivery of the Transition Bonds being issued, except for any such authorization, approval or consent as has already been obtained and as may be required under the blue sky and other securities laws of any state; (C) the Transition Bonds being issued, when executed and authenticated in accordance with the provisions of this Indenture and delivered, will constitute valid and binding obligations of the Issuer entitled to the benefits of this Indenture and the related Series Supplement; (D) the BPU Financing Order authorizing the issuance of the Transition Bonds being issued is final and nonappealable; (E) this Indenture (including the related Series Supplement) has been duly authorized, executed and delivered and is a valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity 11 (regardless of whether such enforceability is considered in a proceeding in equity or at law); (F) the Sale Agreement and Bill of Sale relating to such issuance have been duly authorized, executed and delivered and is a valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (G) the Servicing Agreement has been duly authorized, executed and delivered and is a valid and binding agreement of the Servicer, enforceable against the Servicer in accordance with its terms except as such enforceability may be subject to bankruptcy, insolvency, reorganization and other similar laws affecting the rights of creditors generally and general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (H) each of the following is the case: (1) the provisions of the Sale Agreement together with the related Bill of Sale are effective to create, in favor of the Issuer, a valid security interest (as such term is defined in Section 1-201 of the New Jersey UCC) in the Seller's rights in the Bondable Transition Property described in the Bill of Sale, which security interest if characterized as a transfer for security will secure the amount paid by the Issuer for such Bondable Transition Property, it being noted that the term "security interest" for purposes of this clause (H) includes both a sale and a transfer for security of an account and no opinion need be expressed as to the proper characterization of the transfer of such Bondable Transition Property by the Seller to the Issuer, (2) the security interest in favor of the Issuer in such Bondable Transition Property has been perfected, and (3) no other security interest of any other creditor of the Seller (other than the Lien created by the Seller in favor of the Issuer pursuant to the Sale Agreement) is equal or prior to the security interest of the Issuer in such Bondable Transition Property; (I) upon the giving of value by the Trustee to the Issuer with respect to the Collateral, (1) this Indenture creates in favor of the Trustee, to secure payment of the Transition Bonds being issued, a valid security interest in the rights of the Issuer in, to and under that portion of the Collateral subject to Article 9 of the New Jersey UCC or Article 9 of the Delaware UCC, including the Transferred Bondable Transition Property (collectively, the "Article 9 Collateral"), 12 (2) upon filing of the related financing statements in accordance with the New Jersey UCC and the Delaware UCC, such security interest in the Article 9 Collateral will be perfected, and (3) based solely on a review of search reports under the New Jersey UCC and the Delaware UCC and factual certificates of officers of the Issuer and of ACE, no other security interest of any other creditor of the Issuer is equal or prior to the security interest of the Trustee for the benefit of the Transition Bondholders in the Article 9 Collateral; (J) this Indenture has been duly qualified under the Trust Indenture Act and either the Series Supplement for the Transition Bonds being issued, has been duly qualified under the Trust Indenture Act or no such qualification of such Series Supplement is necessary; (K) all instruments furnished to the Trustee hereunder conform to the requirements of this Indenture and constitute all of the documents required to be delivered hereunder for the Trustee to authenticate and deliver such Transition Bonds being issued, and all conditions precedent provided for in this Indenture relating to the authentication and delivery of the Transition Bonds have been complied with; (L) either (1) the registration statement covering the Transition Bonds being issued is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge and information, no stop order suspending the effectiveness of such registration statement has been issued under the Securities Act of 1933 nor have proceedings therefor been instituted or threatened by the Commission or (2) the Transition Bonds being issued are exempt from the registration requirements under the Securities Act of 1933; and (M) the Issuer is not now and, following the issuance of the Transition Bonds will not be, required to be registered under the Investment Company Act of 1940. (vi) Accountant's Certificate or Opinion. A letter addressed to the Issuer and the Trustee, complying with the requirements of Section 11.01, of a firm of Independent certified public accountants of recognized national reputation to the effect that (A) such accountants are Independent with respect to the Issuer within the meaning of this Indenture and are independent public accountants within the meaning of the standards of The American Institute of Certified Public Accountants, and (B) with respect to the Collateral, they have made such recalculations of calculations and information provided by the Issuer as they have deemed necessary for the purpose of determining, and have determined, that, based on the assumptions used in calculating the Transition Bond Charge with respect to the related Transferred Bondable Transition Property, and taking into account amounts available as of the Series Issuance Date in the Subaccounts for each Series (after giving effect to the issuance of such new Series and the application of the proceeds therefrom), the Transition 13 Bond Charge will be sufficient to pay (1) assumed Operating Expenses when incurred, plus (2) any amounts due under any Hedge Agreement, if any, or any Interest Rate Swap Agreement, if any, when due, plus (3) any deposits required to be made of Overcollateralization Amounts into the Overcollateralization Subaccount for such new Series as set forth in the related Series Supplement and any deposits required to be made of Overcollateralization Amounts for then outstanding Series of Transition Bonds, if any, as set forth in their respective overcollateralization schedules, plus (4) interest on the Transition Bonds of such new Series at their respective Interest Rates when due as set forth in the related Series Supplement and on all then outstanding Series of Transition Bonds, if any, when due, plus (5) principal of the Transition Bonds of such new Series in accordance with the Expected Amortization Schedule set forth in the related Series Supplement and of all then outstanding Series of Transition Bonds, if any, in accordance with their respective Expected Amortization Schedules, plus (6) any deposits required to be made in the Capital Subaccounts for all then outstanding Series of Transition Bonds, if any, and found such calculations to be mathematically correct. (vii) Required Capital Amount. Evidence satisfactory to the Trustee that the Required Capital Amount for such Series has been credited to the Capital Subaccount for such Series. (viii) Rating Agency Approval. Written notice from each Rating Agency that such action will not result in a reduction or withdrawal of the then current rating by such Rating Agency of any Outstanding Series or Class of Transition Bonds. (ix) Bill of Sale. If the issuance of an additional Series of Transition Bonds is a Financing Issuance, the Bill of Sale delivered to the Issuer under the Sale Agreement with respect to the Bondable Transition Property being purchased with the proceeds of such Financing Issuance. (x) Moneys for Refunding. If the issuance of a Series of Transition Bonds is a Refunding Issuance, the amount of money necessary to pay the outstanding principal balance of and interest on the Transition Bonds being refunded to the Redemption Date for the Transition Bonds being refunded upon redemption, such money to be deposited into a separate account with the Trustee. Section 2.11. BOOK-ENTRY TRANSITION BONDS. Unless otherwise specified in the related Series Supplement, each Series of Transition Bonds, upon original issuance, shall be issued in the form of a typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds, to be held by the Trustee as custodian for The Depository Trust Company, the initial Clearing Agency, except as otherwise provided in the DTC Agreement. Such Transition Bond shall initially be registered on the Transition Bond Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Transition Bond Owner shall receive a definitive Transition Bond representing such Transition Bond Owner's interest in such Transition Bond except as provided in Section 2.13. Unless and until definitive, fully registered Transition Bonds (the "Definitive Transition Bonds") have been issued to Transition Bondholders pursuant to Section 2.13: (a) the provisions of this Section 2.11 shall be in full force and effect; 14 (b) the Transition Bond Registrar and the Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Transition Bonds and the giving of instructions or directions hereunder) as the sole Holder of the Transition Bonds, and shall have no obligation to the Transition Bond Owners; (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 Transition Bond Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Transition Bond Owners and the Clearing Agency or the Clearing Agency Participants. Pursuant to the DTC Agreement, unless and until Definitive Transition Bonds are issued pursuant to Section 2.13, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Transition Bonds to such Clearing Agency Participants; and (e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Transition Bonds evidencing a specified percentage of the Outstanding Amount of the Transition Bonds or a Series or Class thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Transition Bond Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Transition Bonds or such Series or Class and has delivered such instructions to the Trustee. Section 2.12. NOTICES TO CLEARING AGENCY. Whenever a notice or other communication to the Transition Bondholders is required under this Indenture, unless and until Definitive Transition Bonds shall have been issued to Transition Bond Owners pursuant to Section 2.13, the Trustee shall give all such notices and communications specified herein to be given to Transition Bondholders to the Clearing Agency and shall have no obligation to the Transition Bond Owners. Section 2.13. DEFINITIVE TRANSITION BONDS. (a) If (i) the Issuer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository with respect to any Series or Class of Transition Bonds and the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to any Series or Class of Transition Bonds or (iii) after the occurrence of an Event of Default, Transition Bond Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Transition Bonds of all Series advise the Trustee through the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Transition Bond Owners, then the Clearing Agency shall notify all affected Transition Bond Owners and the Trustee of the occurrence of any such event and of the availability of Definitive Transition Bonds to affected Transition Bond Owners requesting the same. Upon surrender to the Trustee of the typewritten Transition Bond or Transition Bonds representing the Book-Entry Transition Bonds by the Clearing Agency, accompanied by registration instructions, a Manager on behalf of the Issuer shall execute and the Trustee shall authenticate the Definitive Transition Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Transition Bond Registrar or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Any Definitive 15 Transition Bonds listed on the Luxembourg Stock Exchange shall be made available to the Transition Bond Owners through the office of the transfer agent appointed pursuant to Section 3.02(b). Upon the issuance of Definitive Transition Bonds, the Trustee shall recognize the Holders of the Definitive Transition Bonds as Transition Bondholders. (b) Definitive Transition Bonds shall be transferable and exchangeable at the offices of the Transition Bond Registrar or, with respect to any Transition Bonds listed on the Luxembourg Stock Exchange, at the offices of the transfer agent appointed pursuant to Section 3.02(b). With respect to any transfer of such listed Transition Bonds, the new Definitive Transition Bonds registered in the names specified by the transferee and the original transferor shall be available at the offices of such transfer agent. Article III COVENANTS Section 3.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer shall duly and punctually pay the principal of and interest on the Transition Bonds in accordance with the terms of the Transition Bonds and this Indenture; provided that except on the Final Maturity Date or the Redemption Date for a Series or Class of Transition Bonds or upon the acceleration of the Transition Bonds pursuant to Section 5.02, the Issuer shall be obligated to pay the principal of such Transition Bonds on each Payment Date therefor only to the extent moneys are available for such payment pursuant to Section 8.02. Amounts properly withheld under the Code by any Person from a payment to any Transition Bondholder of interest or principal shall be considered as having been paid by the Issuer to such Transition Bondholder for all purposes of this Indenture. Section 3.02. MAINTENANCE OF OFFICE OR AGENCY. (a) The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Transition Bonds may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Transition Bonds and this Indenture may be served. The Issuer hereby initially appoints the Trustee to serve as its agent for the foregoing purposes. The Issuer shall give prompt written notice to the Trustee and any agent appointed pursuant to clause (b) below of the location and identity, and of any change in the location or identity, 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 Trustee and each such agent with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its agent to receive all such surrenders, notices and demands. (b) To the extent any of the Transition Bonds are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, (i) the Issuer shall maintain in Luxembourg (A) an office and a transfer agent where Transition Bonds may be surrendered for registration of transfer or exchange, (B) an office and a listing agent where notices and demands to or upon the Issuer in respect of the Transition Bonds and this Indenture may be served, and (C) an office and a paying agent where payments in respect of the Transition Bonds may be made and (ii) any reference in this Indenture to the office or agency of the Issuer referenced in Section 3.02(a) or this Section 3.02(b) shall also refer to such offices, and the transfer, listing and paying agents, of the Issuer in Luxembourg, as applicable. The Issuer shall give the Trustee and any other agent appointed under this Section 3.02(b) prompt written notice of the location and identity, and of any change in the location or identity, of any such office or agency. 16 Section 3.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST. (a) As provided in Section 8.02(a), all payments of principal of and interest on the Transition Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(e) or Section 4.03 shall be made on behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Transition Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and in Section 8.02. (b) The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the 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 principal of or interest on the Transition 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 Trustee written notice of any Default by the Issuer (or any other obligor upon the Transition Bonds) of which such Paying Agent has actual knowledge in the making of any payment required to be made with respect to the Transition Bonds; (iii) at any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; (iv) immediately resign as a Paying Agent and forthwith pay to the Trustee all sums held by such Paying Agent in trust for the payment of Transition Bonds if at any time such Paying Agent ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Transition Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (c) 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 Trustee all sums held in trust by such Paying Agent, such sums to be held by the 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 Trustee, such Paying Agent shall be released from all further liability with respect to such money. (d) Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or any Paying Agent in trust for the payment of any amount of principal of or interest on any Transition Bond and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer upon Issuer Order; and the Holder of such Transition 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 Trustee or such Paying Agent with respect to such trust money shall thereupon cease; 17 provided, however, that the 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, and (if any Transition Bonds are listed on the Luxembourg Stock Exchange) in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer. The 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 Transition Bonds have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Trustee or of any Paying Agent, at the last address of record for each such Holder). Section 3.04. EXISTENCE. Subject to Section 3.10, 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 the United States of America or any state thereof, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such jurisdiction) and shall 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 Transition Bonds, the Collateral and each other instrument or agreement included herein or therein. Section 3.05. PROTECTION OF COLLATERAL. (a) The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such filings, financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as may be necessary or advisable to: (i) maintain and preserve the Grant, Lien and security interest (and the priority thereof) of this Indenture 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 Collateral, including any Interest Rate Swap Agreement; (iv) preserve and defend title to the Collateral and the rights of the Trustee and the Transition Bondholders in the Collateral against the claims of all Persons and parties; or (v) pay any and all taxes levied or assessed upon all or any part of the Collateral. (b) The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute any filing with the BPU, financing statement, continuation statement or other instrument required by the Trustee pursuant to this Section 3.05. Section 3.06. OPINIONS AS TO COLLATERAL. (a) On or before March 31 in each calendar year, while any Series is outstanding, commencing March 31, 2003, the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the execution and filing of any filings pursuant to the New Jersey UCC and the Delaware UCC of financing statements and continuation statements as is 18 necessary to maintain the Lien and security interest, and the priority thereof, created by this Indenture 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, and the priority thereof. Such Issuer Opinion of Counsel shall also describe the execution and filing of any filings pursuant to the New Jersey UCC and Delaware UCC of financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until March 31 in the following calendar year. (b) Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel either (i) stating that, in the opinion of such counsel, all filings, including filings pursuant to the New Jersey UCC and the Delaware UCC, have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Trustee in the Transferred Bondable Transition Property 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 preserve and protect such interest. Section 3.07. PERFORMANCE OF OBLIGATIONS. (a) The Issuer (i) shall diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the 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 Sale Agreement, the Servicing Agreement, any other Basic Document, or any Hedge Agreement or Interest Rate Swap 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 Trustee in an Issuer Officer's Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Administrator 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 the Sale Agreement, the Servicing Agreement, any Hedge Agreement, any Interest Rate Swap Agreement and in all other instruments and agreements included in the Collateral. Section 3.08. NEGATIVE COVENANTS. The Issuer shall not: (a) except as expressly permitted by this Indenture, any other Basic Document or any Hedge Agreement or Interest Rate Swap Agreement, add, sell, transfer, exchange or otherwise dispose of any of the Collateral, unless directed to do so by the Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal, interest or premium, if any, payable in respect of, the Transition Bonds (other than amounts properly withheld from such payments under the Code or pursuant to any Interest Rate Swap Agreement) or assert any claim against any present or former Transition Bondholder by reason of the payment of taxes levied or assessed upon the Issuer; or 19 (c) (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Transition Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien created by this Indenture) to be created on or extend to or otherwise arise upon or burden the Collateral or any part thereof, any interest therein or the proceeds thereof or (iii) permit the Lien of this Indenture not to constitute a continuing valid first priority security interest in the Collateral. Section 3.09. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year 2002), an Issuer Officer's Certificate stating, as to the Manager signing such Issuer Officer's Certificate, that (a) a review of the activities of the Issuer during such fiscal year (or relevant portion thereof) and of performance under this Indenture has been made under such Manager's supervision; and (b) to the best of such Manager's knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such fiscal year (or relevant portion thereof), or, if there has been a default in complying with any such condition or covenant, describing each such default and the nature and status thereof. Section 3.10. ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The Issuer shall not consolidate or merge with or into any other Person or sell substantially all of its assets to any other Person or dissolve, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or to whom substantially all of such assets are sold shall be a Person organized and existing under the laws of the United States of America or any state thereof and shall expressly assume by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, and interest and premium if any on, all Transition Bonds and 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 applicable Series Supplement or Series Supplements; (b) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or to whom substantially all of such assets are sold shall expressly assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Administration Agreement, the Servicing Agreement, any Hedge Agreement and any Interest Rate Swap Agreement pursuant to an assignment and assumption agreement executed and delivered to the Trustee, in form satisfactory to the Trustee; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default shall have occurred and be continuing; (d) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger or sale; 20 (e) the Issuer shall have received an Issuer Opinion of Counsel (and shall have delivered copies thereof to the Trustee) to the effect that such consolidation, merger or sale will not have any material adverse tax consequence to the Issuer or any Transition Bondholder, complies with this Indenture and all of the conditions precedent herein relating to such transaction and will result in the Trustee maintaining a continuing valid first priority security interest in the Collateral; (f) neither the Bondable Transition Property nor any of the BPU Financing Orders nor the rights of the Seller, the Servicer or the Issuer under the Competition Act or under any BPU Financing Order shall be impaired thereby; and (g) any action as is necessary to maintain the Lien and security interest created by this Indenture shall have been taken. Section 3.11. SUCCESSOR OR TRANSFEREE. (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10, 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. (b) Upon any sale by the Issuer of substantially all of its assets in a sale that complies with Section 3.10, such party shall be released from every covenant and agreement of this Indenture to be observed or performed on the part of such party with respect to the Transition Bonds and from every covenant and agreement of the Sale Agreement, the Administration Agreement, the Servicing Agreement, any other Basic Document, and any Hedge Agreement or Interest Rate Swap Agreement to be observed or performed on the part of the Issuer. 21 Section 3.12. NO OTHER BUSINESS. The Issuer shall not engage in any business other than purchasing and owning Bondable Transition Property, issuing Transition Bonds from time to time, pledging its interest in the Collateral to the Trustee under this Indenture in order to secure the Transition Bonds, entering into the Basic Documents, any Hedge Agreement or Interest Rate Swap Agreement and any other agreements relating to the Transition Bonds, performing its obligations hereunder and thereunder and performing any other activities that are necessary, suitable or convenient to accomplish these purposes or are 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 Transition Bonds, obligations under any Hedge Agreement or Interest Rate Swap Agreement or under any other credit enhancement agreements, and except as otherwise contemplated by the Basic Documents. Section 3.14. GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except as contemplated by the Basic Documents or any Hedge Agreement or Interest Rate Swap Agreement, 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, other than any Eligible Investments. Section 3.15. CAPITAL EXPENDITURES. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty) other than Bondable Transition Property purchased from the Seller pursuant to, and in accordance with, the Sale Agreement. Section 3.16. RESTRICTED PAYMENTS. 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 a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest in, or ownership security of, the Issuer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or 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 otherwise result from such payment, the Issuer may make, or cause to be made, any such dividends or distributions to any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer using funds that either have been applied in favor of or released to the Issuer in accordance with Section 8.02 or any other provision of this Indenture or any Series Supplement or are otherwise not subject to the Lien of this Indenture, to the extent that such dividends or distributions would not cause amounts on deposit in the Capital Subaccount for any then outstanding Series of Transition Bonds to fall below the Required Capital Amount with respect to such Series. The Issuer shall not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture, the other Basic Documents or any Hedge Agreement or Interest Rate Swap Agreement. Section 3.17. NOTICE OF EVENTS OF DEFAULT. The Issuer shall deliver to the Trustee, the Rating Agencies and (to the extent the rules and regulations of the Luxembourg Stock Exchange so require) any agent in Luxembourg appointed pursuant to Section 3.02(b) written notice 22 in the form of an Issuer Officer's Certificate of any Default or Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto within five Business Days after the occurrence thereof. Section 3.18. INSPECTION. The Issuer shall, on reasonable prior notice, permit any representative of the 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 certified public accountants, and to discuss the Issuer's affairs, finances and accounts with the Issuer's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The Trustee shall, and shall cause its representatives to, hold in confidence all such information except, upon notice to the Issuer, to the extent that (i) disclosure of such information may be required by law and all reasonable applications for confidential treatment are unavailing or (ii) the Trustee may reasonably determine that disclosure of such information is consistent with its obligations hereunder. Section 3.19. [RESERVED]. Section 3.20. SALE AGREEMENT, SERVICING AGREEMENT, ADMINISTRATION AGREEMENT, HEDGE AGREEMENT AND INTEREST RATE SWAP AGREEMENT COVENANTS. (a) The Issuer shall take all lawful action to enforce its rights under the Sale Agreement, the Servicing Agreement, the Administration Agreement, any Hedge Agreement and any Interest Rate Swap Agreement and to compel or secure the performance and observance by the Seller and the Servicer and any counterparty under any Hedge Agreement and any Swap Agreement, of their respective obligations to the Issuer under or in connection therewith in accordance with the terms thereof. So long as no Event of Default occurs and is continuing, but subject to Section 3.20(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, the Administration Agreement, any Hedge Agreement and any Interest Rate Swap Agreement. (b) If an Event of Default occurs and is continuing, the Trustee may, and, at the written direction of (i) with respect to the Sale Agreement, the Servicing Agreement the Administration Agreement or any Hedge Agreement, the Holders of a majority of the Outstanding Amount of the Transition Bonds of all Series or (ii) with respect to any Interest Rate Swap Agreement, the Holders of that percentage of the Outstanding Amount of the Transition Bonds of the related Class specified in the related Series Supplement, shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Servicer, the Administrator or any counterparty under any Hedge Agreement or Interest Rate Swap Agreement in connection with the Sale Agreement, the Servicing Agreement, the Administration Agreement, such Hedge Agreement or such Interest Rate Swap Agreement, as the case may be, including the right or power to take any action to compel or secure performance or observance by, as the case may be, the Seller, the Servicer, the Administrator, or such counterparty of each of their respective obligations to the Issuer thereunder, and to give any consent, request, notice, direction, approval, extension or waiver thereunder, and any right of the Issuer to take any such action shall be suspended. (c) With the consent of the Trustee, the Sale Agreement, the Servicing Agreement and the Administration Agreement may be amended at any time and from time to time, so long as the Rating Agency Condition is satisfied with respect to such amendment, without the consent of the 23 Transition Bondholders or the counterparty under any Hedge Agreement or any Interest Rate Swap Agreement. However, such amendment may not adversely affect in any material respect (i) the interest of any Transition Bondholder without the consent of the Holders of a majority of the Outstanding Amount of the Transition Bonds of each Series or Class materially and adversely affected thereby, or (ii) the interest of any counterparty under any Interest Rate Swap Agreement without the consent of each such counterparty materially and adversely affected thereby. Further, with the consent of the Trustee and the counterparty under any Hedge Agreement or Interest Rate Swap Agreement, such Hedge Agreement or Interest Rate Swap Agreement, as the case may be, may be amended at any time and from time to time, so long as the Rating Agency Condition is satisfied with respect to such amendment; provided, however, that no such amendment may adversely affect in any material respect the interest of any Transition Bondholder or any counterparty under any Hedge Agreement or Interest Rate Swap Agreement without the consent of 66-2/3% of the Holders of the Outstanding Amount of the Transition Bonds of each Series or Class and each such counterparty materially and adversely affected thereby. (d) If the Issuer, the Seller or the Servicer 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 Servicing Agreement, the Administration Agreement or any Hedge Agreement or Interest Rate Swap Agreement, or propose to waive timely performance or observance thereunder by the Seller, the Servicer or the relevant counterparty, respectively, in each case in such a way as would materially and adversely affect the interests of any Class of any Series of Transition Bondholders or the counterparty under any Hedge Agreement or Interest Rate Swap Agreement, the Issuer shall first notify the Rating Agencies of the proposed amendment, modification, waiver, supplement, termination or surrender. Upon satisfaction of the Rating Agency Condition with respect to such proposed action, the Issuer shall notify the Trustee in writing, and the Trustee shall notify the Transition Bondholders and each counterparty under such Hedge Agreement or Interest Rate Swap Agreement, if applicable, in writing, of such proposed action and that the Rating Agency Condition has been satisfied with respect thereto. With respect to any such proposed action related to the Sale Agreement, the Servicing Agreement or the Administration Agreement, the Trustee shall consent to such proposed action only (i) with the written consent of the Holders of a majority of the Outstanding Amount of the Transition Bonds of each Class of each Series, and each counterparty under any Hedge Agreement or Interest Rate Swap Agreement, in each case if such counterparty is materially and adversely affected thereby and (ii) upon satisfaction of the Rating Agency Condition. With respect to any such proposed action related to any Hedge Agreement or Interest Rate Swap Agreement, the Trustee shall consent to such proposed action only (x) with the written consent of the Holders representing 66-2/3% of the Outstanding Amount of the Transition Bonds of the related Series or Class, as the case may be, and each counterparty under such Hedge Agreement or Interest Rate Swap Agreement, as the case may be, materially and adversely affected thereby and (y) upon satisfaction of the Rating Agency Condition with respect to such action. If any such amendment, modification, supplement, waiver, termination or surrender shall be so consented to by the Trustee or such Holders, the Issuer shall execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as may be necessary or appropriate in the circumstances. For so long as any of the Transition Bonds are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notice of such proposed action shall be published by an agent to be appointed by the Issuer in an Authorized Newspaper promptly following its effectiveness. (e) If the Issuer or the Servicer proposes to amend, modify, waive, supplement, terminate or surrender in any material respect, or to agree to any material amendment, modification, waiver, 24 supplement, termination or surrender of, the Transition Bond Charge Adjustment Process, the Issuer shall notify the Trustee in writing, and the Trustee shall notify the Transition Bondholders in writing, of such proposal, and the Trustee shall consent thereto only with the written consent of the Holders of a majority of the Outstanding Amount of the Transition Bonds of each Series materially and adversely affected thereby and only if the Rating Agency Condition has been satisfied with respect thereto. (f) Promptly following a default by, as applicable, the Seller, the Servicer or a counterparty under the Sale Agreement, the Servicing Agreement, any Hedge Agreement or any Interest Rate Swap Agreement, and at the Issuer's expense, the Issuer shall take all such lawful actions as the Trustee may request to compel or secure the performance and observance by the Seller, the Servicer or such counterparty, as the case may be, of its obligations to the Issuer thereunder or in connection therewith in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer thereunder or in connection therewith, to the extent and in the manner directed by the Trustee, including the transmission of notices of default on the part of the Seller, the Servicer or such counterparty, as the case may be, thereunder and the institution of legal or administrative actions or proceedings to compel or secure its performance of its obligations thereunder. (g) If the Issuer shall have actual knowledge of the occurrence of a Servicer Default under the Servicing Agreement or an event of default, termination event or downgrade event under any Hedge Agreement or Interest Rate Swap Agreement, the Issuer shall promptly give written notice thereof to the Trustee and the Rating Agencies, and shall specify in such notice what action, if any, the Issuer is taking with respect to such default or other event. (h) 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 Bondable Transition Property or the Transition Bond Charge, the Issuer shall take all reasonable steps available to it to remedy such failure. The Issuer shall not take any action to terminate the Servicer's rights and powers under the Servicing Agreement following a Servicer Default without the prior written consent of the Trustee and of the Holders of a majority of the Outstanding Amount of the Transition Bonds of all Series. (i) 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 6.01 of the Servicing Agreement, the Trustee, with the written consent of the Holders of Transition Bonds evidencing not less than a majority of the Outstanding Amount of the Transition Bonds of all Series, may 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 Trustee. A person shall qualify as a Successor Servicer only if such Person satisfies the requirements of Section 6.04 of the Servicing Agreement. In connection with any such appointment, the Issuer may make such arrangements for the compensation of such Successor Servicer as it and such Successor Servicer shall agree, subject to the limitations set forth below and in the Servicing Agreement, and in accordance with Section 6.04 of the Servicing Agreement, the Issuer shall enter into an agreement with such Successor Servicer for the servicing of the Bondable Transition Property (such agreement to be in form and substance satisfactory to the Trustee). (j) Upon termination of the Servicer's rights and powers pursuant to the Servicing Agreement, the Trustee shall promptly notify the Issuer, the Transition Bondholders and the Rating 25 Agencies of such termination. As soon as a Successor Servicer is appointed, the Issuer shall notify the Trustee, the Transition Bondholders and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such Successor Servicer. (k) The Issuer shall not take any action to terminate or assign the rights and powers of any counterparty under any Interest Rate Swap Agreement or replace any such counterparty following an event of default, termination event or downgrade event under such Interest Rate Swap Agreement without (i) the prior written consent of the Trustee and of any Holders of Transition Bonds whose consent is required under the Series Supplement for the related Series and Class, and (ii) satisfying any other requirements set forth in such Series Supplement and Interest Rate Swap Agreement. (l) Upon termination or assignment of the rights and powers of any counterparty under any Interest Rate Swap Agreement pursuant to such Interest Rate Swap Agreement, the Trustee shall promptly inform the Issuer, the Transition Bondholders of the related Class and the Rating Agencies in writing of such termination or assignment. As soon as a replacement counterparty is appointed, the Issuer shall notify the Trustee, the Transition Bondholders of the related Class and the Rating Agencies in writing of such appointment, specifying in such notice the name and address of such replacement counterparty. Section 3.21. TAXES. So long as any of the Transition Bonds are outstanding, the Issuer shall 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 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 Collateral. Section 3.22. SEPARATE ENTITY. The Issuer shall take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third persons that it is an entity with assets and liabilities distinct from those of the Seller, other Affiliates or any other Persons. Article IV SATISFACTION AND DISCHARGE; DEFEASANCE Section 4.01. SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE. (a) The Transition Bonds of any Series, all payment obligations with respect thereto and this Indenture as it applies to such Series shall cease to be of further effect and the Lien hereunder shall be released with respect to such Series, interest shall cease to accrue on the Transition Bonds of such Series and the Trustee, on 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 Transition Bonds of such Series, when: (i) either (A) all Transition Bonds of such Series theretofore authenticated and delivered (other than (1) Transition Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Transition Bonds for whose payment money has theretofore been deposited in trust or 26 segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03(d)) have been delivered to the Trustee for cancellation; or (B) the Expected Final Payment Date or Redemption Date has occurred with respect to all Transition Bonds of such Series not theretofore delivered to the Trustee for cancellation, and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Trustee cash, in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Transition Bonds not theretofore delivered to the Trustee on the Expected Final Payment Date or Redemption Date, as applicable, therefor; (ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to such Series; and (iii) the Issuer has delivered to the Trustee an Issuer Officer's Certificate, an Issuer Opinion of Counsel and (if required by the TIA or the Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Transition Bonds of such Series 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 Transition Bonds of any Series ("Legal Defeasance Option") or (ii) its obligations under Sections 3.04, 3.05, 3.06 (other than with respect to amounts in the Defeasance Subaccount), 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and 3.20 and the operation of Section 5.01(d) ("Covenant Defeasance Option") with respect to any Series of Transition Bonds. The Issuer may exercise the Legal Defeasance Option with respect to any Series of Transition Bonds notwithstanding its prior exercise of the Covenant Defeasance Option with respect to such Series. (c) If the Issuer exercises the Legal Defeasance Option with respect to any Series, the maturity of the Transition Bonds of such Series may not be (i) accelerated pursuant to Section 5.02 or (ii) except as provided in Section 4.02, redeemed. If the Issuer exercises the Covenant Defeasance Option with respect to any Series, the maturity of the Transition Bonds of such Series may not be accelerated because of an Event of Default specified in Section 5.01(d). (d) Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option with respect to any Series of Transition Bonds, the Trustee, on 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. (e) Notwithstanding Sections 4.01(a) and 4.01(b), (i) the rights of registration of transfer and exchange, (ii) the rights of substitution of mutilated, destroyed, lost or stolen Transition Bonds, (iii) the rights of Transition Bondholders to receive payments of principal and interest, but only from the amounts deposited with the Trustee for such payments, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Trustee hereunder (including the rights of the Trustee under Section 6.07 and the obligations of the Trustee under Section 4.03) and (vi) the rights of Transition 27 Bondholders under this Indenture with respect to the property deposited with the Trustee payable to all or any of them, shall survive until the Transition Bonds of the Series as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) and have been paid in full. Thereafter, the obligations in Sections 6.07 and 4.04 with respect to such Series shall survive. Section 4.02. CONDITIONS TO DEFEASANCE. (a) The Issuer may exercise the Legal Defeasance Option or the Covenant Defeasance Option with respect to any Series of Transition Bonds only if: (i) the Issuer irrevocably deposits or causes to be deposited in trust with the Trustee cash or U.S. Government Obligations for the payment of principal of and interest and premium, if any, on such Series of Transition Bonds to the Expected Final Payment Date or Redemption Date therefor, as applicable, such deposit to be made in the Defeasance Subaccount for such Series of Transition Bonds; (ii) the Issuer delivers to the Trustee a certificate from a nationally recognized firm of Independent accountants expressing its opinion that the payments of principal and interest when due and without reinvestment on 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 Transition Bonds of such Series (A) subject to clause (B), principal in accordance with the Expected Amortization Schedule therefor, (B) if such Series is to be redeemed, the Redemption Price therefor on the Redemption Date therefor and (C) interest when due; (iii) in the case of the Legal Defeasance Option, 95 days pass after the deposit is made and during such 95 day period no Default specified in Section 5.01(e) or 5.01(f) occurs that is continuing at the end of such period; provided, however, that in determining whether a default under Section 5.01(e) has occurred, the requirement that the decree or order shall remain unstayed and in effect for 90 days shall be disregarded; (iv) no Default has occurred and is continuing on the day of such deposit and after giving effect thereto; (v) in the case of the Legal Defeasance Option, the Issuer delivers to the Trustee an Issuer Opinion of Counsel stating that (A) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (B) 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 Transition Bonds of such Series will not recognize income, gain or loss for federal income tax purposes as a result of the exercise of such 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 such legal defeasance had not occurred; (vi) in the case of the Covenant Defeasance Option, the Issuer delivers to the Trustee an Issuer Opinion of Counsel to the effect that the Holders of the Transition Bonds of such Series will not recognize income, gain or loss for federal income tax purposes as a result of the exercise of such Covenant Defeasance Option and will be subject to federal income tax 28 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; (vii) the Issuer delivers to the Trustee an Issuer Officer's Certificate and an Issuer Opinion of Counsel, each stating that all conditions precedent to the satisfaction and discharge of the Transition Bonds of such Series to the extent contemplated by this Article IV have been complied with; and (viii) the Issuer has given ten Business Days' prior written notice to the Rating Agencies. (b) Notwithstanding any other provision of this Section 4.02 to the contrary, no delivery of cash or U.S. Government Obligations to the Trustee under this Section 4.02 shall terminate any obligations of the Issuer under this Indenture with respect to any Transition Bonds that are to be redeemed prior to the Expected Final Payment Date therefor until such Transition Bonds shall have been irrevocably called or designated for redemption on a date thereafter on which such Transition Bonds may be redeemed in accordance with the provisions of this Indenture and either (i) proper notice of such redemption shall have been given in accordance with the provisions of this Indenture or (ii) the Issuer shall have given the Trustee, in form satisfactory to the Trustee, irrevocable instructions to give, in the manner and at the times prescribed herein, notice of redemption of such Series. 29 Section 4.03. APPLICATION OF TRUST MONEY. All moneys or U.S. Government Obligations deposited with the Trustee pursuant to Section 4.01 or 4.02 with respect to any Series of Transition Bonds shall be held in trust in the Defeasance Subaccount for such Series and applied by the Trustee, in accordance with the provisions of the Transition Bonds and this Indenture, to the payment, either directly or through any Paying Agent, as the Trustee may determine, to the Holders of the particular Transition Bonds for the payment or redemption of which such moneys or obligations, as the case may be, have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest. Such moneys or obligations, as the case may be, shall be segregated and held apart solely for paying such Transition Bonds, and such Transition Bonds shall not be entitled to any amounts on deposit in the Collection Account other than amounts on deposit in the Defeasance Subaccount for such Transition Bonds. Section 4.04. 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 Transition Bonds of any Series, all moneys then held by any Paying Agent other than the Trustee under the provisions of this Indenture with respect to such Transition Bonds shall, upon demand of the Issuer, be paid to the 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 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): (a) default in the payment of any interest on any Transition Bond when the same becomes due and payable and the continuation of such default for five Business Days; (b) default in the payment of the then unpaid principal of any Transition Bond of any Series or Class on the Final Maturity Date therefor; (c) default in the payment of the Redemption Price for any Transition Bond on the Redemption Date therefor; (d) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is specifically dealt with in clause (a), (b) or (c) above), or 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 made, and any such default or materially incorrect representation or warranty, as the case may be, shall continue or not be cured, for a period of 30 days after the earlier of (i) the date on which there shall have been given, by registered or certified mail, to the Issuer and the Trustee by the Holders of at least 25% of the Outstanding Amount of the Transition Bonds of any Series or Class, a written notice specifying such default or materially incorrect representation or warranty, as the case may be, and requiring it to be remedied and stating that such notice is a "Notice of Default" 30 hereunder and (ii) the date on which an officer of the Issuer has acquired actual knowledge of the default; (e) 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 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 for the Issuer or for any substantial part of the 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 90 consecutive days; (f) the commencement by the Issuer of a voluntary case or proceeding 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 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 for the Issuer or for any substantial part of the Collateral, or the making by the Issuer of any 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 (g) any act or failure to act by the State of New Jersey or any of its agencies (including the BPU), officers or employees that violates or is not in accordance with the pledge and agreement of the State of New Jersey in Section 17.a. of the Competition Act. Section 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. (a) If an Event of Default (other than an Event of Default under Section 5.01(g)) occurs and is continuing, then and in every such case either the Trustee or the Holders of Transition Bonds representing not less than a majority of the Outstanding Amount of the Transition Bonds of all Series may, but need not, declare all the Transition Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Trustee if given by Transition Bondholders), and upon any such declaration the unpaid principal amount of the Transition Bonds of all Series, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) 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 Trustee as contemplated hereafter in this Article V, the Holders of Transition Bonds representing a majority of the Outstanding Amount of the Transition Bonds of all Series, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences, provided that: (i) the Issuer has paid or deposited with the Trustee, for deposit in the General Subaccount of the Collection Account, a sum sufficient to pay (A) all of the principal of, and interest and premium, if any, on all Transition Bonds of all Series and all other amounts that would then be due hereunder and under such Transition Bonds if the Event of Default giving rise to such acceleration had not occurred; and 31 (B) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel; and (ii) all Events of Default, other than the nonpayment of the principal of the Transition Bonds of all Series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12. (c) 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 TRUSTEE. (a) The Issuer covenants that if (i) Default is made in the payment of any interest on any Transition Bond when such interest becomes due and payable and such Default continues for five Business Days, (ii) Default is made in the payment of the then unpaid principal of any Transition Bond on the Final Maturity Date therefor or (iii) Default is made in the payment of the Redemption Price for any Transition Bond on the Redemption Date therefor, the Issuer shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of the Transition Bonds of such Series, such amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel and the whole amount then due and payable on such Transition Bonds for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective Interest Rate of such Series or the applicable Class of such Series. (b) In case the Issuer shall fail forthwith to pay the amounts specified in clause (a) above upon such demand, the 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 final judgment or decree, and may enforce the same against the Issuer or other obligor upon such Transition Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Transition Bonds, wherever situated, the moneys adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the Trustee may, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Transition Bondholders, by such appropriate Proceedings as the 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 Trustee by this Indenture or by law including foreclosing or otherwise enforcing the Lien on the Bondable Transition Property securing the Transition Bonds or applying to the BPU or a court of competent jurisdiction for sequestration of revenues arising with respect to such Bondable Transition Property. (d) In case there shall be pending, relative to the Issuer or any other obligor upon the Transition Bonds or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other 32 comparable judicial Proceedings relative to the Issuer or other obligor upon the Transition Bonds, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Transition Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Transition Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Transition Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Transition Bonds in any election of a trustee, 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 Transition Bondholders and of the Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Holders of Transition Bonds allowed in any judicial proceedings 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 Transition Bondholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to such Transition Bondholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Transition Bondholder any plan of reorganization, arrangement, adjustment or composition affecting the Transition Bonds or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Transition Bondholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this Indenture, or under any of the Transition Bonds, may be enforced by the Trustee without the possession of any of the Transition Bonds or the production thereof in any trial or other Proceedings relative thereto, and any Proceedings instituted by the 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 33 compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Transition Bonds. (g) In any Proceedings brought by the Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party), the Trustee shall be held to represent all the Holders of the Transition Bonds, and it shall not be necessary to make any Transition Bondholder a party to any such Proceedings. Section 5.04. REMEDIES. (a) If an Event of Default other than Section 5.01(g) occurs and is continuing, the 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 Transition Bonds or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Transition Bonds moneys adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral; (iii) exercise any remedies of a secured party under the New Jersey UCC, the Delaware UCC, the Competition Act or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Trustee and the Holders of the Transition Bonds; (iv) sell the 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; and (v) exercise all rights, remedies, powers, privileges and claims of the Issuer against, as applicable, the Seller, the Servicer, the Administrator or any counterparty under, as the case may be, the Sale Agreement, the Servicing Agreement, the Administration Agreement, any Hedge Agreement or any Interest Rate Swap Agreement, as provided in Section 3.20(b); provided, however, that the Trustee may not sell or otherwise liquidate any portion of the Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a), 5.01(b) or 5.01(c), with respect to any Series unless (A) the Holders of 100% of the Outstanding Amount of the Transition Bonds of all Series consent in writing thereto, (B) the proceeds of such sale or liquidation distributable to the Transition Bondholders of all Series are sufficient to discharge in full all amounts then due and unpaid upon such Transition Bonds for principal, interest and premium, if any, or (C) the Trustee determines that the Collateral will not continue to provide sufficient funds for all payments on the Transition Bonds of all Series as they would have become due if the Transition Bonds had not been declared due and payable and the Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Amount of the Transition Bonds of all Series. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of this proviso, the 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 Collateral for such purpose. Upon any sale or other liquidation of the Collateral or 34 any portion thereof, the Trustee shall apply the net proceeds of such sale or liquidation in accordance with Section 8.02(e). (b) If an Event of Default under Section 5.01(g) occurs and is continuing, the Trustee, for the benefit of the Holders, shall be entitled and empowered to the extent permitted by applicable law to institute or participate in Proceedings reasonably necessary to compel performance of or to enforce the pledge and agreement of the State of New Jersey in Section 17.a of the Competition Act and to collect any monetary damages incurred by the Holders or the 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 Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(g). Section 5.05. OPTIONAL PRESERVATION OF THE COLLATERAL. If the Transition 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 Trustee may, but need not, elect, as provided in Section 5.11(c), to maintain possession of the Collateral and not sell or liquidate the same. It is the desire of the parties hereto and the Transition Bondholders that there be at all times sufficient funds for the payment of principal of and interest on the Transition Bonds, and the Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral or sell or liquidate the same. In determining whether to maintain possession of the Collateral or sell or liquidate the same, the 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 Collateral for such purpose. Section 5.06. LIMITATION OF PROCEEDINGS. No Holder of any Transition Bond of any Series or Class shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture (including under the Competition Act or for the appointment of a receiver or trustee), or to foreclose on the Bondable Transition Property or otherwise enforce the Lien on the Collateral, or for any other remedy under this Indenture, unless: (i) such Holder has previously given written notice to the Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount of the Transition Bonds of all Series have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders have offered to the Trustee security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceeding; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount of the Transition Bonds of all Series; 35 it being understood and intended that no one or more Holders of Transition Bonds shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Transition Bonds 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. (b) In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Transition Bonds, each representing less than a majority of the Outstanding Amount of the Transition Bonds of all Series, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. Section 5.07. UNCONDITIONAL RIGHTS OF TRANSITION BONDHOLDERS TO RECEIVE PRINCIPAL AND INTEREST. Notwithstanding any other provisions in this Indenture, the Holder of any Transition Bond shall have the right, which is absolute and unconditional and which shall not be impaired without the consent of such Holder: (a) to receive payment of (i) the interest, if any, on such Transition Bond on or after the due dates thereof expressed in such Transition Bond or in this Indenture, (ii) the unpaid principal, if any, of such Transition Bonds on or after the Final Maturity Date therefor and (iii) in the case of redemption, the unpaid principal, if any, and interest, if any, on such Transition Bond on or after the Redemption Date therefor; and (b) to institute suit for the enforcement of any such payment. Section 5.08. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any Transition Bondholder 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 Trustee or to such Transition Bondholder, then and in every such case the Issuer, the Trustee and the Transition Bondholders 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 Trustee and the Transition Bondholders 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 Trustee or to the Transition Bondholders 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 Trustee or any Transition Bondholder 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 Trustee or to the Transition Bondholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Transition Bondholders, as the case may be. Section 5.11. CONTROL BY TRANSITION BONDHOLDERS. The Holders of a majority of the Outstanding Amount of the Transition Bonds of all Series (or, if less than all Series or Classes are affected, of the affected Series or Class or Classes) shall have the right to direct the time, 36 method and place of conducting any Proceeding for any remedy available to the Trustee with respect to the Transition Bonds of such Series or Class or Classes or exercising any trust or power conferred on the Trustee with respect to such Series or Class or Classes; provided that: (a) such direction shall not be in conflict with any rule of law or with this Indenture; (b) subject to the express terms of Section 5.04, any direction to the Trustee to sell or liquidate the Collateral shall be by the Holders of Transition Bonds representing not less than 100% of the Outstanding Amount of the Transition Bonds of all Series; (c) if the conditions set forth in Section 5.05 have been satisfied and the Trustee elects to retain the Collateral pursuant to such Section 5.05 and elects not to sell or liquidate the same, then any direction to the Trustee by Holders of Transition Bonds representing less than 100% of the Outstanding Amount of the Transition Bonds of all Series to sell or liquidate the Collateral shall be of no force and effect; and (d) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction; provided, further, that, subject to Section 6.01, the Trustee need not take any action that it determines might involve it in liability for which it reasonably believes it will not be reasonably satisfactorily indemnified against the costs, expenses and liabilities that might be incurred by it in complying with this request. The Trustee also need not take any action that it determines might materially and adversely affect the rights of any Transition Bondholders not consenting to such action. Section 5.12. WAIVER OF PAST DEFAULTS. (a) Prior to the declaration of the acceleration of the maturity of the Transition Bonds of all Series as provided in Section 5.02, the Holders of not less than a majority of the Outstanding Amount of the Transition Bonds of all Series may waive (by written notice to the Issuer with a copy to the Trustee) any past Default or Event of Default and its consequences except a Default (i) in payment of principal of, or interest or any premium on, any of the Transition Bonds or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of all Holders of Transition Bonds of all Series or Classes affected. In the case of any such waiver, the Issuer, the Trustee and the Holders of the Transition Bonds 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. (b) 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 Transition 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 Trustee for any action taken, suffered or omitted by it as 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 37 apply to (a) any suit instituted by the Trustee, (b) any suit instituted by any Transition Bondholder, or group of Transition Bondholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Transition Bonds of a Series or (c) any suit instituted by any Transition Bondholder for the enforcement of the payment of (i) interest on any Transition Bond on or after the due dates expressed in such Transition Bond and in this Indenture, (ii) the unpaid principal, if any, of any Transition Bond on or after the Final Maturity Date therefor or (iii) in the case of redemption, the unpaid principal of and interest on any Transition Bond on or after the Redemption 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 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 TRANSITION BONDS. The Trustee's right to seek and recover judgment on the Transition 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 Trustee or the Transition Bondholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer. Article VI THE TRUSTEE Section 6.01. DUTIES AND LIABILITIES OF TRUSTEE. (a) If an Event of Default has occurred and is continuing, the 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 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 Trustee; and (ii) in the absence of bad faith on its part, the 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 Trustee and conforming to the requirements of this Indenture. (c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this clause (c) does not limit the effect of clause (b) of this Section 6.01; 38 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the 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 pursuant to Section 5.11. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 6.01. (e) The Trustee shall not be liable for interest on any money received by it except as provided in this Indenture or as the Trustee may agree in writing with the Issuer. (f) Money held in trust by the Trustee need not be segregated from other funds held by the Trustee except to the extent required by law or the terms of this Indenture, the Sale Agreement, the Servicing Agreement, any Hedge Agreement or any Interest Rate Swap Agreement. (g) No provision of this Indenture shall require the 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 reasonably satisfactorily indemnity 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 Trustee shall be subject to the provisions of this Section 6.01 and to the provisions of the TIA. (i) Under no circumstances shall the Trustee be liable for any indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Transition Bonds, any Basic Document or any Hedge Agreement or Interest Rate Swap Agreement. Section 6.02. RIGHTS OF TRUSTEE. (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in any such document. (b) Before the Trustee acts or refrains from acting, it may require an Issuer Officer's Certificate or an Issuer Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Issuer Officer's Certificate or an Issuer Opinion of Counsel. (c) The 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 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 thereunder. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers; provided, however, that the Trustee's conduct does not constitute willful misconduct, negligence or bad faith. 39 (e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Transition 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. Section 6.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual or any other capacity may become the owner or pledgee of Transition Bonds and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any agent in Luxembourg appointed pursuant to Section 3.02(b) may do the same with like rights. However, the Trustee must comply with Sections 6.11 and 6.12. Section 6.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Transition Bonds. The Trustee shall not be accountable for the Issuer's use of the proceeds from the Transition Bonds, and the Trustee shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Transition Bonds or in the Transition Bonds other than the Trustee's certificate of authentication. The Trustee shall not be responsible for the form, character, genuineness, sufficiency, value or validity of any of the Collateral or for or in respect of the validity or sufficiency of the Transition Bonds (other than the certificate of authentication for the Transition Bonds), the Basic Documents or any Hedge Agreement or Interest Rate Swap Agreement, and the Trustee shall in no event assume or incur any liability, duty or obligation to any Holder of a Transition Bond, in each case other than as expressly provided for in this Indenture. The Trustee shall not be liable for the default or misconduct of the Issuer, the Seller, the Servicer or the Member or any Manager under any Basic Document, any Hedge Agreement or Interest Rate Swap Agreement or otherwise, or for the default or misconduct of any counterparty under any Hedge Agreement or Interest Rate Swap Agreement, and the Trustee shall have no obligation or liability to perform the obligations of the Issuer. Section 6.05. NOTICE OF DEFAULTS. If a Default occurs and is continuing with respect to any Class or Series and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to each Rating Agency and to each Holder of Transition Bonds of all Series notice of the Default within 90 days after it occurs or, in the case of a Default that becomes an Event of Default before the lapse of 90 days, as soon as practicable after such Default becomes an Event of Default and is actually known by a Responsible Officer of the Trustee. Except in the case of a Default in payment of principal of or interest on any Transition Bond and subject to the requirements of the preceding sentence, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Transition Bondholders. Section 6.06. REPORTS BY TRUSTEE TO HOLDERS. (a) The Trustee shall deliver to each Holder of Transition Bonds such information as may be required to enable such Holder to prepare its federal and state income tax returns. (b) With respect to each outstanding Series and Class of Transition Bonds, on or prior to each Payment Date therefor, the Trustee shall prepare and deliver a statement prepared by the Trustee to each Holder of Transition Bonds of such Series and Class which shall include (to the extent applicable) information with respect to total receipts for Transition Bond Charges, expenses paid, allocation of net Transition Bond Charges among all Series and the following additional information (and any other information so specified in the Series Supplement for such Series) as to 40 the Transition Bonds of each outstanding Series and Class as of such Payment Date or the period since the previous Payment Date, as specified: (i) the amount paid to Holders of the Transition Bonds of such Series and Class in respect of principal on such Payment Date; such amount to be expressed as a dollar amount per thousand; (ii) the amount paid to Holders of the Transition Bonds of such Series and Class in respect of interest on such Payment Date; such amount to be expressed as a dollar amount per thousand; (iii) the Transition Bond Balance for such Series and Class as of such Payment Date, after giving effect to the payments and deposits to be made on such Payment Date and the projected Transition Bond Balance for such Series and Class as of such Payment Date; (iv) the amount on deposit in the Overcollateralization Subaccount for such Series and the Scheduled Overcollateralization Level for such Series as of such Payment Date, after giving effect to the payments and deposits to be made on such Payment Date; (v) the amount on deposit in the Capital Subaccount for such Series as of such Payment Date, after giving effect to the payments and deposits to be made on such Payment Date, and the required capital amount for such Series; (vi) the amount, if any, on deposit in the Reserve Subaccount for such Series as of such Payment Date, after giving effect to the payments and deposits to be made on such Payment Date and any amounts transferred from the Reserve Subaccount of such Series to make payments on other Series since the previous Payment Date; (vii) the amount to be paid to each counterparty under any Hedge Agreement or Interest Rate Swap Agreement on such Payment Date; (viii) the amount paid to the Trustee since the previous Payment Date to and including such Payment Date; (ix) the amount paid to the Issuer since the previous Payment Date to and including such Payment Date; (x) the amount paid to the Servicer since the previous Payment Date to and including such Payment Date; (xi) the amount paid to the Administrator since the previous Payment Date to and including such Payment Date; (xii) the amount paid to the Independent Managers since the previous Payment Date to and including such Payment Date; and (xiii) any other transfers and payments made pursuant to this Indenture since the previous Payment Date. 41 (c) If any Transition Bonds are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the listing agent appointed pursuant to Section 3.02(b) shall arrange for publication in an Authorized Newspaper that such statement shall be available with the Issuer's listing agent in Luxembourg appointed pursuant to Section 3.02(b). (d) The Trustee's responsibility for disbursing the information described in clause (b) above to Holders of Transition Bonds is limited to the availability, timeliness and accuracy of the information provided by the Servicer pursuant to Section 3.05 and the Issuer Annex. Section 6.07. COMPENSATION AND INDEMNITY. (a) The Issuer shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements and advances 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 Trustee's agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Trustee and its officers, directors, employees and agents, from and against any and all costs, damages, expenses, losses, liabilities or other amounts whatsoever (including reasonable counsel fees and expenses) incurred by the Trustee in connection with the administration of this trust, the enforcement of this trust and all of the Trustee's rights, powers and duties under this Indenture and the performance by the Trustee of the duties and obligations of the Trustee under or pursuant to this Indenture. The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. (b) The Issuer shall defend such claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee (i) through the Trustee's own willful misconduct, negligence or bad faith or (ii) to the extent the Trustee was reimbursed for or indemnified against any such loss, liability or expense by the Seller pursuant to the Sale Agreement or by the Servicer pursuant to the Servicing Agreement. (c) When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 5.01(e) or 5.01(f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. (d) The obligations of the Issuer under this Section 6.07 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee with respect to services, expenses and indemnifiable claims performed, incurred or arising, as the case may be, prior to such termination or resignation. Section 6.08. REPLACEMENT OF TRUSTEE. (a) The Trustee may resign at any time upon 30 days' prior written notice by so notifying the Issuer. The Issuer may remove the Trustee with or without cause at any time, with prior notice to the Rating Agencies, upon 30 days' prior written notice, and shall remove the Trustee if: (i) the Trustee fails to comply with Section 6.11; 42 (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee otherwise becomes incapable of acting. (b) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to hereinafter as the "Retiring Trustee"), the Issuer shall promptly appoint a successor Trustee. (c) The Holders of a majority in Outstanding Amount of the Transition Bonds of all Series may remove the Trustee by so notifying the Issuer and the Trustee in writing and such Holders may appoint a successor Trustee. (d) A successor Trustee shall deliver a written acceptance of its appointment to the Retiring Trustee and to the Issuer. Thereupon the resignation or removal of the Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. No resignation or removal of the Trustee shall become effective until the acceptance of the appointment by a successor Trustee. The successor Trustee shall mail a notice of its succession to Transition Bondholders. The Retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee. (e) If a successor Trustee does not take office within 60 days after the Retiring Trustee resigns or is removed, the Retiring Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the Transition Bonds of all Series may petition any court of competent jurisdiction for the appointment of a successor Trustee. (f) If the Trustee fails to comply with Section 6.11, any Transition Bondholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (g) Notwithstanding the replacement of the Trustee pursuant to this Section 6.08, the Issuer's obligations under Section 6.07 shall continue for the benefit of the Retiring Trustee. Section 6.09. SUCCESSOR TRUSTEE BY MERGER. (a) If the 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 shall, without any further act be the successor Trustee. Notice of any such event shall be promptly given by the successor Trustee to each Rating Agency and any agent in Luxembourg appointed pursuant to Section 3.02(b). (b) 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 Transition Bonds shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any Retiring Trustee, and deliver such Transition Bonds so authenticated; and in case at that time any of the Transition Bonds shall not have been authenticated, any successor to the Trustee may authenticate such Transition Bonds either in the name of any Retiring Trustee hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the 43 full force and effect granted by the Transition Bonds or by this Indenture and this force and effect shall be equal to any certificate issued by the Trustee. 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 Collateral may at the time be located, the 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 Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Transition Bondholders, such title to the 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 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 the Transition Bondholders 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 by the 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 Trustee shall be conferred or imposed upon and exercised or performed by the 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 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 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 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 Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the 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 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 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 Trustee. Every such instrument shall be filed with the Trustee. (d) Any separate trustee or co-trustee may at any time constitute the 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 Agreement on its behalf and in its name. If any separate trustee or co-trustee 44 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 Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 6.11. ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all times satisfy the requirements of TIA Section 310(a) and Section 26(a)(i) of the Investment Company Act of 1940. The 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 "BBB-" or better by Standard & Poor's, "Baa3" or better by Moody's and "BBB-" or better by Fitch. The Trustee shall comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded from the operation of TIA Section 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 Section 310(b)(1) are met. Section 6.12. PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE ISSUER. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee that has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated. Section 6.13. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE. The Trustee hereby represents and warrants that: (a) the Trustee is a banking corporation validly existing and in good standing under the laws of the State of New York; and (b) the Trustee has full power, authority and legal right to execute, deliver and perform this Indenture and the Basic Documents to which the 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. TRUSTEE ACTIONS IN CAPACITY OF REGISTRAR OR PAYING AGENT. In the event that the Trustee is also acting in the capacity of Paying Agent or Registrar hereunder, (i) the duties, obligations, standards of care and liability imposed upon the Trustee under this Article VI and (ii) the rights, protections, immunities and indemnities afforded to the Trustee under this Article VI shall, as the case may be, be imposed upon or afforded to the Trustee in its capacity as Paying Agent or Registrar. Article VII TRANSITION BONDHOLDERS' LISTS AND REPORTS Section 7.01. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF TRANSITION BONDHOLDERS. The Issuer shall furnish or cause to be furnished to the Trustee (a) not more than five days after the earlier of (i) each Record Date with respect to each Series and (ii) three months after the last Record Date with respect to each Series, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Transition Bonds of such Series as of such Record Date, (b) at such other times as the Trustee may request in writing, within 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 10 days prior to the time such list is furnished; provided, however, that so long 45 as the Trustee is the Transition Bond Registrar, no such list shall be required to be furnished. In addition, the Issuer shall furnish such list to any listing, transfer or paying agent appointed under Section 3.02(b) to the extent such information is required by the rules and regulations of the Luxembourg Stock Exchange. Section 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO TRANSITION BONDHOLDERS. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Transition Bonds contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders of Transition Bonds received by the Trustee in its capacity as Transition Bond Registrar. The Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished. (b) Transition Bondholders may communicate with other Transition Bondholders pursuant to Section 312(b) of the TIA with respect to their rights under this Indenture or under the Transition Bonds. (c) The Issuer, the Trustee and the Transition Bond Registrar shall have the protection of Section 312(c) of the TIA. Section 7.03. REPORTS BY ISSUER. (a) The Issuer shall: (i) file with the Trustee and, so long as any Transition Bonds are listed on the Luxembourg Stock Exchange and its rules so require, with the listing agent of the Issuer in Luxembourg appointed pursuant to Section 3.02(b), within 15 days after the Issuer is required to file the same with the Commission, 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 Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; (ii) file with the Trustee, the Commission and, so long as any Transition Bonds are listed on the Luxembourg Stock Exchange, the listing agent in Luxembourg appointed pursuant to Section 3.02(b), in accordance with rules and regulations prescribed from time to time by the Commission or the Luxembourg Stock Exchange, respectively, 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 Trustee (and the Trustee shall transmit by mail to all Transition Bondholders described in TIA Section 313(c)) and, so long as any Transition Bonds are listed on the Luxembourg Stock Exchange and its rules so require, to the listing agent of the Issuer in Luxembourg appointed pursuant to Section 3.02(b), 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 Commission. (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year. 46 Section 7.04. REPORTS BY TRUSTEE. (a) If required by TIA Section 313(a), within 60 days after the end of each fiscal year of the Issuer, commencing with the year after the issuance of the Transition Bonds of any Series, the Trustee shall mail to each Holder of Transition Bonds of such Series as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b); provided, however, that the initial report so issued shall be delivered not more than 12 months after the initial issuance of each Series. (b) A copy of each report at the time of its mailing to Transition Bondholders shall be filed by the Trustee with the Commission and each stock exchange, if any, on which the Transition Bonds are listed (to the extent required by the rules of such exchange). The Issuer shall notify the Trustee in writing if and when the Transition Bonds are listed on any stock exchange. Section 7.05. PROVISION OF SERVICER REPORTS. Upon the written request of any Transition Bondholder to the Trustee addressed to the Corporate Trust Office, the Trustee shall provide such Transition Bondholder with a copy of the Issuer Officer's Certificate referred to in Section 3.05 of the Servicing Agreement and the Annual Accountant's Report referred to in Section 3.06 of the Servicing Agreement. If any Transition Bonds are listed on the Luxembourg Stock Exchange and rules of such exchange so require, the listing agent appointed pursuant to Section 3.02(b) shall also arrange for publication in an Authorized Newspaper that a copy of such Issuer Officer's Certificate and such Annual Accountant's Report shall be available with the Issuer's listing agent in Luxembourg appointed pursuant to Section 3.02(b). Article VIII ACCOUNTS, DISBURSEMENTS AND RELEASES Section 8.01. COLLECTION OF MONEY. Except as otherwise expressly provided herein, the 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 Trustee pursuant to this Indenture. The 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 Collateral, the Trustee may take such action as may be appropriate to enforce such payment or performance, 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. (a) (i) On or prior to the Series Issuance Date for the first Series issued hereunder, the Issuer shall open, at the Trustee's Corporate Trust Office, or at another Eligible Institution, one or more segregated trust accounts in the Trustee's name for the benefit of the Holders (collectively, the "Collection Account"). The Collection Account shall initially be divided into subaccounts, which need not be separate accounts: a general subaccount (the "General Subaccount"), an overcollateralization subaccount for each Series of Transition Bonds (each, a "Series Overcollateralization Subaccount" or "Overcollateralization Subaccount"), a capital subaccount for each Series of Transition Bonds (each, a "Series Capital Subaccount" or "Capital Subaccount"), a reserve subaccount for each Series of Transition Bonds (each, a "Series Reserve Subaccount" or "Reserve Subaccount"), a series subaccount for each Series of Transition Bonds (each, a "Series Subaccount") and a class subaccount for any Class of any Series of Transition Bonds that has a floating rate of interest if and as specified in the related Series Supplement (each, a "Class 47 Subaccount"). On or prior to the Series Issuance Date for each Series issued after the Series Issuance Date for the first Series issued hereunder, the Issuer shall establish for such Series an additional Series Subaccount, a Series Overcollateralization Subaccount, a Series Capital Subaccount, a Series Reserve Subaccount and, if and as specified in the related Series Supplement, a Class Subaccount for any Class of such Series that has a floating rate of interest, each as Subaccounts of the Collection Account. Prior to depositing funds or U.S. Government Obligations in the Collection Account pursuant to Section 4.01 or 4.02, the Issuer shall establish defeasance subaccounts (each, a "Defeasance Subaccount") for each Series for which funds shall be deposited, as subaccounts of the Collection Account. 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 for the Series 2002-1 Transition Bonds, all amounts in the Collection Account (other than funds deposited into the Capital Subaccount for such Series, up to the Required Capital Amount) shall be allocated to the General Subaccount. All payments received by the Trustee from any counterparty under any Interest Rate Swap Agreement with respect to any Class of floating rate Transition Bonds shall be deposited in the Class Subaccount, if any, for such Class unless otherwise specified in the related Series Supplement. 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 Sections 4.01, 4.02, 4.03 and this Section 8.02. The Collection Account shall at all times be an Eligible Securities Account and only the 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 by the Issuer with any other moneys, and shall not be commingled by the Trustee. 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 with such moneys, including all income or other gain from such investments, shall be held by the Trustee in the Collection Account as part of the Collateral as herein provided. (ii) The Collection Account shall be a securities account and shall be established only with a securities intermediary (as defined in Section 8-102(a)(14) of the New Jersey UCC) that agrees with the Trustee that (A) the Collection Account shall be a securities account of the Trustee, (B) all property credited to the Collection Account and each Subaccount thereunder shall be treated as a financial asset, (C) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to the Collection Account and each Subaccount thereunder, (D) such securities intermediary shall comply with entitlement orders originated by the Trustee without the further consent of any other person or entity, (E) such securities intermediary shall not agree with any person other than the Trustee to comply with entitlement orders originated by such other person, (F) the Collection Account, each Subaccount thereunder and all property credited to any of them shall not be subject to any Lien, security interest, right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Trustee), and (G) such agreement shall be governed by the laws of the State of New Jersey. The Collection Account and each Subaccount thereunder shall be under the control (within the meaning of Section 8-106 of the New Jersey UCC) of the Trustee. If at any time, the Collection Account or any Subaccount thereunder ceases to be an Eligible Securities Account and a Responsible Officer of the Trustee has actual knowledge of such fact, the Trustee shall, within ten (10) days, establish a new Collection Account or Subaccount, as the case may be, as an Eligible Securities Account. Notwithstanding the foregoing provisions of this Section 8.02(a)(ii) and without limiting the effect of Section 3.05, if after the date hereof changes in applicable law or in accepted practices for the maintenance and preservation of security 48 interests make it necessary or advisable to take specified action supplemental to or in substitution for the aforementioned action in order to maintain and preserve the Grant, Lien and security interest (including the priority thereof) created by this Indenture with respect to the Collection Account, any Subaccount thereunder or any of the Collateral held therein or credited thereto, then the Issuer and the Trustee shall be authorized to take such specified action, provided that the Issuer shall furnish to the Trustee an Issuer Opinion of Counsel stating that, in the opinion of such counsel, such specified action will not adversely affect the Lien created by this Indenture. (b) All or a portion of the funds in the Collection Account shall be invested in Eligible Investments and, so long as no Default or Event of Default has occurred and is continuing, shall be reinvested by the Trustee upon Issuer Order; provided, however, that no funds in the Defeasance Subaccount for any Series of Transition Bonds shall be invested in Eligible Investments or otherwise, except that U.S. Government Obligations deposited by the Issuer with the Trustee pursuant to Section 4.01 or 4.02 shall remain as such. Except as provided in Section 8.02(e)(xii), all income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Trustee in the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Issuer shall not direct the 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 Trustee to make any such investment or sale, if requested by the Trustee, the Issuer shall deliver to the Trustee an Issuer Opinion of Counsel, acceptable to the Trustee, to such effect. Subject to Section 6.01(c), the Trustee shall not in any way be held liable for the selection of Eligible Investments or for investment losses incurred thereon except for losses attributable to the Trustee's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity as principal obligor and not as Trustee, in accordance with their terms. The 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 the failure of the Issuer to provide timely written investment directions pursuant to an Issuer Order (it being understood that investment directions may, at the Issuer's election, be given either in the form of standing instructions to be carried out in the absence of contrary instructions or in the form of instructions to be carried out with respect to particular funds on deposit). The 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; provided, however, that if (i) the Issuer shall have failed to give investment directions for any funds on deposit in the Collection Account to the Trustee by 11:00 a.m. (prevailing New York City time) (or such other time as may be agreed by the Issuer and Trustee) on any Business Day, or (ii) a Default or Event of Default shall have occurred and be continuing but the Transition Bonds shall not have been declared due and payable pursuant to Section 5.02, then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more Eligible Investments of the kind described in clause (d) of the definition thereof. (c) Any TBC Collections remitted by the Servicer to the Trustee, any Indemnity Amounts remitted to the Trustee by the Seller or the Servicer or otherwise received by the Trustee or the Issuer, any other proceeds of Collateral received by the Servicer, the Issuer or the Trustee, and any amounts paid by any counterparty under any Hedge Agreement or Interest Rate Swap Agreement received by the Servicer, the Issuer or the Trustee, shall be deposited in the General Subaccount. 49 (d) Monthly, by 12:00 noon (prevailing New York City time) on the 20th day of each calendar month (other than a month in which a Payment Date occurs), or if such day is not a Business Day, the next Business Day thereafter, beginning January 20, 2003 (each, a "Monthly Fee Disbursement Date"), the Trustee shall, at the written direction of the Servicer, apply all amounts on deposit into the General Subaccount and, if and to the extent necessary and available, any investment earnings on the subaccounts in the Collection Account (other than the Series Capital Subaccounts) in the following priority: (i) to the Trustee, the fee owed to the Trustee for all Series for such month and any unpaid monthly trustee fees for prior months, plus any expenses payable to the Trustee hereunder, including legal fees and expenses and Indemnity Amounts (provided that Indemnity Amounts shall be limited to $10,000,000 in the aggregate for all Payment Dates and Monthly Fee Disbursement Dates with respect to all Series, unless the payment of any additional amounts shall satisfy the Rating Agency Condition), and any other amounts due and owing to the Trustee pursuant to the Basic Documents for such month; (ii) to the Issuer, the monthly fees for the Independent Managers and any unpaid monthly Independent Manager fees for prior months; (iii) to the Servicer, the Monthly Servicing Fee and any unpaid Monthly Servicing Fees for prior months; (iv) to the Administrator, the monthly administration fee payable under the Administration Agreement and any unpaid monthly Administrator fees for prior months; (v) to the Persons entitled thereto (or, to the extent such Persons have already been paid by the Issuer, to the Issuer), so long as no Event of Default has occurred and is continuing or would be caused by such payment, all Operating Expenses other than those described in clauses (i) through (iv) above (up to an aggregate amount of $100,000 for all Series under this clause (v) and Section 8.02(e)(v) for each quarterly interest period ending in a Payment Date) including all current and past due amounts. Of the total amount applied on any Monthly Fee Disbursement Date pursuant to each of clauses (i) through (v) of this Section 8.02(d), each outstanding Series of Transition Bonds shall be deemed to have paid, pursuant to each such clause, a portion of such total amount equal to the product of (A) the total amount applied pursuant to such clause on such date times (B) the fraction (x) whose numerator is the principal amount of Transition Bonds of such Series as of the immediately preceding Payment Date and (y) whose denominator is the aggregate principal amount of Transition Bonds of all Series as of the immediately preceding Payment Date. In addition, if on any Monthly Fee Disbursement Date amounts available in the general subaccount of the Collection Account (including available investment earnings in the subaccounts (other than the Capital Subaccounts) of the Collection Account) are insufficient to pay a Series' share of the monthly fees and expenses listed in clauses (i) through (v) of this Section 8.02(d), the Trustee shall, at the written direction of the Servicer, draw from funds on deposit in the Reserve Subaccount for such Series up to the amount necessary to make such payments. (e) On the Business Day preceding each Payment Date, the Trustee, at the written direction of the Servicer, shall deposit into the General Subaccount any investment earnings on the subaccounts in the Collection Account (including without limitation the Capital Subaccounts) and, 50 after taking into account such deposits and the amounts remitted on such Business Day by the Servicer pursuant to Section 3.03 of the Servicing Agreement, shall allocate to the Series Subaccount for each outstanding Series of Transition Bonds an amount equal to (x) the amount of funds on deposit in the General Subaccount times (y) the fraction whose numerator is the Revenue Requirement for such Series during the Measure Period to which such Payment Date relates (giving effect to any redetermination of Revenue Requirements pursuant to Section 6 of the Issuer Annex) and whose denominator is the Total Revenue Requirement during such Measure Period. By 12:00 noon (prevailing New York City time) on the Payment Date immediately following such Business Day, the Trustee shall, at the written direction of the Servicer, apply the amount so allocated to each Series Subaccount in the following priority: (i) to the Trustee, such Series' share of the fee owed to the Trustee for the month in which such Payment Date occurs, plus any unpaid Trustee fees, plus such Series' share of any expenses payable to the Trustee hereunder, including legal fees and expenses, Indemnity Amounts (provided that Indemnity Amounts shall be limited to $10,000,000 in the aggregate for all Payment Dates and Monthly Fee Disbursement Dates with respect to all Series, unless the payment of any additional amounts shall satisfy the Rating Agency Condition), and any other amounts due and owing to the Trustee pursuant to the Basic Documents for such month; (ii) to the Issuer, such Series' share of the monthly fees for the Independent Managers and any unpaid Independent Manager fees; (iii) to the Servicer, such Series' share of the Monthly Servicing Fee and any unpaid Monthly Servicing Fees; (iv) to the Administrator, such Series' share of the monthly administration fee payable under the Administration Agreement and any unpaid Administrator fees, plus reimbursement of the Administrator's fees and expenses; (v) to the Persons entitled thereto (or, to the extent such Persons have already been paid by the Issuer, to the Issuer), so long as no Event of Default has occurred and is continuing or would be caused by such payment, such Series' share of all Operating Expenses other than those described in clauses (i) through (iv) above (up to an aggregate amount of $100,000 for all Series under this clause (v) and Section 8.02(d)(v) for each quarterly interest period ending on a Payment Date) including all current and past due amounts; (vi) to the Transition Bondholders of such Series, the Interest payable on each Class of such Series on such Payment Date plus any previously accrued and unpaid interest on each such Class (provided that, in the case of any floating rate Class for which an Interest Rate Swap Agreement is in effect, such amount shall equal the amount specified, and the payee of such amount shall be the payee specified, in the related Series Supplement as payable on such Payment Date); (vii) to the Transition Bondholders of such Series, the Principal of each Class of such Series of Transition Bonds payable as a result of acceleration pursuant to Section 5.02, any Principal of any Class of such Series of Transition Bonds payable on the Final Maturity Date of such Class, and any Principal of any Class of such Series of Transition Bonds payable on the Redemption Date for such Class; 51 (viii) to the Transition Bondholders of such Series, the Principal scheduled to be paid on each Class of such Series of Transition Bonds on such Payment Date according to the related Expected Amortization Schedules, excluding any amounts provided for pursuant to Section 8.02(e)(vii); (ix) to the Persons entitled thereto (or, to the extent such Persons have already been paid by the Issuer, to the Issuer), such Series' share (as determined below) of any remaining unpaid Operating Expenses; (x) to the Capital Subaccount for such Series, the amounts, if any, necessary to restore the balance in such account to its Required Capital Amount; (xi) to the Overcollateralization Subaccount for such Series, the amount, if any, necessary to bring the balance in such account to such Series' Scheduled Overcollateralization Level; (xii) to the Issuer, free and clear of the Lien of this Indenture, so long as no Event of Default has occurred and is continuing, an amount equal to investment earnings on amounts in the Capital Subaccount for such Series; (xiii) to the Reserve Subaccount for such Series, any remaining amounts; provided that such amounts shall be subject to reallocation on such Payment Date to another Series as may be necessary to prevent or mitigate a Default pursuant to Section 5.01(a) or (b) on such Payment Date (such funds to be drawn pro rata, in the case of a surplus of funds in more than one Series Reserve Subaccount, based on the amount of funds on deposit in each such Subaccount on such Payment Date after giving effect to all intra-Series allocations of funds from such Subaccounts pursuant to Section 8.02(f)(i) required to prevent or mitigate Defaults pursuant to Section 5.01(a) or (b) on such Payment Date); and (xiv) in the event such Series of Transition Bonds shall have been paid in full on such Payment Date, the balance, if any, in the Series Subaccount, Capital Subaccount, Overcollateralization Subaccount and Reserve Subaccount for such Series shall be released on such Payment Date to the Issuer free and clear of the Lien of this Indenture or, to the extent, if any, specified in the Series Supplements for one or more Series, shall be allocated on such Payment Date to the Series Subaccounts of one or more other Series. Of the total amount applied on any Payment Date (for all Series of Transition Bonds) pursuant to each of clauses (i) through (v) and clauses (ix) and (x) of this Section 8.02(e), the portion of such total amount representing the share of each outstanding Series of Transition Bonds for purposes of this Section 8.02(e) shall be an amount equal to the product of (A) the total amount applied pursuant to such clause (for all Series of Transition Bonds) on such date times (B) the fraction (x) whose numerator is the principal amount of Transition Bonds of such Series as of the immediately preceding Payment Date and (y) whose denominator is the aggregate principal amount of Transition Bonds as of the immediately preceding Payment Date. (f) If, on any Payment Date, funds on deposit in any Series Subaccount for any Series for which the allocation made on such Payment Date pursuant to Section 8.02(e) are insufficient to make the payments and allocations contemplated by Section 8.02(e)(i) through (xiii) with respect to such Series, the Trustee shall, at the written direction of the Servicer, draw from amounts on deposit in the 52 following subaccounts for such Series in the following order up to the amount of such shortfall in order to make such payments and allocations: (i) from the Reserve Subaccount for such Series, for payments and allocations contemplated by Section 8.02(e)(i) through (xiii), with respect to such Series, (ii) from the Overcollateralization Subaccount for such Series, for payments and allocations contemplated by Section 8.02(e)(i) through (viii) and 8.02(e)(x), with respect to such Series, and (iii) from the Capital Subaccount for such Series, for payments and allocations contemplated by Section 8.02(e)(i) through (viii), with respect to such Series. (g) If on any Payment Date the funds available for allocations and payments with respect to one or more Series of Transition Bonds (after giving effect to all allocations pursuant to the proviso to Section 8.02(e)(xiii) and pursuant to Section 8.02(f)) are insufficient to prevent or cure a Default or Event of Default pursuant to Section 5.01(a) or (b), the Trustee shall, at the written direction of the Servicer, draw from funds on deposit in the Reserve Subaccount for each other Series of Transition Bonds in respect of whose payment obligations no such Default or Event of Default exists or requires prevention (or which, if it exists or requires prevention, can be cured or prevented using less than all of the funds on deposit in the Reserve Subaccount for such Series) up to the amount necessary to make such payments. In the event that funds in more than one Series Reserve Subaccount are available for such an allocation, such funds shall be drawn pro rata from such Reserve Subaccounts based on amounts remaining in each such Subaccount after allocations have been made therefrom to cure or prevent a Default or Event of Default in respect of the payment obligations of the Series to which such Reserve Subaccount relates. (h) Distributions on each Payment Date of interest and principal pursuant to clauses (vi), (vii) and (viii) of Section 8.02(e) shall be allocated pro rata among Series and among Classes within each Series based on amounts payable in respect of each Series and each Class under such clauses (vi), (vii) and (viii), respectively, as reflected in the Revenue Requirements (it being understood that, if the maturity of the Transition Bonds is accelerated pursuant to Section 5.02 or if the Transition Bonds are redeemed pursuant to Section 10.01 or 10.02, the Servicer will recalculate the Revenue Requirements so as to take into account such acceleration or redemption, as the case may be, and furnish the same in writing to the Trustee); provided that, in the case of a floating rate Class, the interest distributable to such Class pursuant to Section 8.02(e)(vi) shall be based on a fixed rate of interest if so specified in the related Series Supplement; provided, further, that, if and to the extent the Series Supplement for a particular Series of Transition Bonds comprising two or more Classes so specifies, distributions of principal to the Classes of such Series shall be allocated in a sequential manner or in credit priorities. Notwithstanding any other provisions of this Section 8.02, upon an acceleration of the maturity of the Transition Bonds and the sale or other liquidation of the Collateral, the total outstanding principal balance of and interest accrued on all outstanding Series and Classes shall be payable without priority of interest over principal or principal over interest and without regard to Series or Class, in the proportion that (i) the total outstanding principal balance of and interest accrued on each Series and Class bears to (ii) the total outstanding principal balances of and interest accrued on all Series and Classes; provided that (x) the Series Supplement for a particular Series comprising two or more Classes may establish priorities among Classes within such Series in the event of an acceleration of the maturity of the Transition Bonds and the sale or other liquidation of the Collateral and (y) if a Series includes one or more floating rate Classes, interest for purposes of 53 this sentence shall mean net swap payments with respect to such Class or Classes if and to the extent specified in the related Series Supplement. (i) Notwithstanding any provision of this Section 8.02, if any Class of any Series of Transition Bonds has a floating rate of interest, then the Series Supplement relating to such Series shall specify the priority and other terms governing the basis, if any, on which (i) amounts in the Series Subaccount, Reserve Subaccount, Overcollateralization Subaccount and Capital Subaccount for such Series shall be allocable to the Class Subaccount, if any, for such Series. (j) Notwithstanding any provision of this Section 8.02, if a Hedge Agreement is entered into with respect to any Series, then the Series Supplement relating to such Series shall specify the terms governing the allocation of amounts payable to or received from the counterparty under such Hedge Agreement and the basis, if any, on which amounts in the Reserve Subaccount, Overcollateralization Subaccount and Capital Subaccount for such Series shall be allocable to such counterparty. Section 8.03. RELEASE OF COLLATERAL. (a) All money and other property withdrawn from the Collection Account by the Trustee for payment to the Issuer as provided in this Indenture in accordance with Section 8.02 shall be deemed released from this Indenture when so withdrawn and applied in accordance with the provisions of Article VIII, without further notice to, or release or consent by, the Trustee. (b) Other than as provided for in clause (a) above, the Trustee shall release property from the Lien of this Indenture only as and to the extent permitted by the Basic Documents, any Hedge Agreement or any Interest Rate Swap Agreement, and only upon receipt of an Issuer Request accompanied by an Issuer Officer's Certificate, an Issuer Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01 or an Issuer Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificate. (c) Subject to the payment of its fees and expenses pursuant to Section 6.07, the 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 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 Trustee as provided in this Article VIII shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. (d) Subject to Section 8.03(b), the Trustee shall, at such time as there are no Transition Bonds Outstanding and all sums due the Trustee pursuant to Section 6.07 have been paid, release any remaining portion of the Collateral that secured the Transition Bonds from the Lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds or investments then on deposit in or credited to the Collection Account upon Issuer Order. Section 8.04. ISSUER OPINION OF COUNSEL. The Trustee shall receive at least five days' notice when requested by the Issuer to take any action pursuant to Section 8.03, accompanied by copies of any instruments involved, and the Trustee shall also require, as a condition to such action, an Issuer Opinion of Counsel, in form and substance satisfactory to the Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that 54 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 Transition Bonds or the rights of the Transition Bondholders in contravention of the provisions of this Indenture; provided, however, that such Issuer Opinion of Counsel shall not be required to express an opinion as to the fair value of the 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 Trustee in connection with any such action. Section 8.05. REPORTS BY INDEPENDENT ACCOUNTANTS. The Issuer shall appoint a firm of Independent certified 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 related Series Supplements. Upon any resignation by such firm, the Issuer shall promptly appoint a successor thereto that shall also be a firm of Independent certified public accountants of recognized national reputation. If the Issuer shall fail to appoint a successor to a firm of Independent certified public accountants that has resigned within 15 days after such resignation, the Trustee shall promptly notify the Issuer of such failure in writing. If the Issuer shall not have appointed a successor within ten days thereafter, the Trustee shall promptly appoint a successor firm of Independent certified public accountants of recognized national reputation. The fees of such firm of Independent certified public accountants and its successor shall be payable by the Issuer. Article IX SUPPLEMENTAL INDENTURES Section 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF TRANSITION BONDHOLDERS. (a) Without the consent of the Holders of any Transition Bonds or 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, 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 opinion 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 Trustee for the benefit of the Transition Bondholders, the Trustee and any counterparty under any Interest Rate Swap Agreement; 55 (v) to cure any ambiguity, to correct or supplement any provision herein or in any Supplemental Indenture 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 (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 or any counterparty under any Hedge Agreement or Interest Rate Swap Agreement and (ii) the Rating Agency Condition shall have 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 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 Series that has not theretofore been authorized by a Supplemental Indenture, provided that the Rating Agency Condition shall have been satisfied with respect to such action; (ix) to provide for any Interest Rate Swap Agreements with respect to any Series or Class 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 and (B) the Rating Agency Condition shall 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 56 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. Section 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF TRANSITION BONDHOLDERS. (a) The Issuer and the Trustee, when authorized by an Issuer Order, also may, upon satisfaction of the Rating Agency Condition (in each case, accompanied by the form of the proposed supplemental indenture) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Transition Bonds of each Series or Class to be affected, by Act of such Holders delivered to the Issuer and the 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 Transition Bonds under this Indenture; provided, however, that no such Supplemental Indenture shall, without the consent of the Holder of each Outstanding Transition Bond of each Series or Class affected thereby and each counterparty under any Hedge Agreement or Interest Rate Swap Agreement affected thereby: (i) change the date of payment of any installment of principal of, or interest or premium, if any, on any Transition Bond, or reduce the principal amount thereof, the interest rate thereon or the redemption price or the premium with respect thereto, change the provisions of this Indenture and the related applicable Supplemental Indenture or Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of, or interest or premium, if any, on the Transition Bonds, change the coin or currency in which, any Transition Bond or the interest thereon is payable or change the provisions of any Interest Rate Swap Agreement relating to the amount, calculation or timing of payments; (ii) 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 Transition Bonds on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iii) reduce the percentage of the Outstanding Amount of the Transition Bonds or of a Series or Class 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 provisions of this Indenture or defaults hereunder and their consequences provided for in this Indenture or modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the Transition Bonds required to direct the Trustee to direct the Issuer to sell or liquidate the Collateral pursuant to Section 5.04 or to preserve the Collateral pursuant to Section 5.05; (v) reduce the percentage of the Outstanding Amount of a Series or Class of Transition Bonds, the consent of the Holders of which is required for any amendments to the 57 Sale Agreement, the Administration Agreement, the Servicing Agreement, any Hedge Agreement or any Interest Rate Swap Agreement; (vi) modify any of the provisions of this Indenture in such manner so as to affect the amount of any payment of interest or principal payable on any Transition Bond on any Payment Date or change the Redemption Dates, Expected Amortization Schedules or Final Maturity Date of any Series or Class of Transition Bonds, or the method of calculation of interest on any floating rate Transition Bond; (vii) decrease the Overcollateralization Amount or Required Capital Amount with respect to any Series or the Scheduled Overcollateralization Level with respect to any Payment Date; (viii) modify the provisions of this Indenture regarding the voting of Transition Bonds held by the Issuer, the Seller, any Affiliate of either of them or any obligor on the Transition Bonds; (ix) decrease the percentage of the aggregate principal amount of Transition Bonds required to amend the provisions of this Indenture that specify the applicable percentage of the aggregate principal amount of the Transition Bonds necessary to amend this Indenture, any other Basic Documents or any Hedge Agreement or Interest Rate Swap Agreement; (x) 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 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 Transition Bond of the security provided by the Lien of this Indenture; or (xi) alter any of the allocations of revenues, indemnity payments, fees or similar amounts among Series. (b) It shall not be necessary for any Act of Transition Bondholders 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. (c) Promptly after the execution by the Issuer and the Trustee of any Supplemental Indenture pursuant to this Section 9.02, the Trustee shall mail to the Holders of the Transition Bonds to which such amendment or Supplemental Indenture relates a notice setting forth in general terms the substance of such Supplemental Indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. If any Transition Bonds are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the listing agent appointed pursuant to Section 3.02(b) shall arrange for publication in an Authorized Newspaper that such notice shall be available with the Issuer's listing agent in Luxembourg appointed pursuant to Section 3.02(b). Section 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or permitting the additional trusts created by, any Supplemental Indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to 58 receive, and subject to Sections 6.01 and 6.02 shall be fully protected in relying upon, an Issuer Opinion of Counsel stating that the execution of such Supplemental Indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such Supplemental Indenture that affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise. Section 9.04. 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 Series or Class of Transition Bonds affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Trustee, the Issuer, the Holders of the Transition Bonds and any counterparty under any Hedge Agreement or Interest Rate Swap Agreement 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 9.05. 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. 59 Section 9.06. REFERENCE IN TRANSITION BONDS TO SUPPLEMENTAL INDENTURES. Transition Bonds authenticated and delivered after the execution of any Supplemental Indenture pursuant to this Article IX may, and if required by the Trustee shall, bear a notation in form approved by the Trustee as to any matter provided for in such Supplemental Indenture. If the Issuer or the Trustee shall so determine, new Transition Bonds so modified as to conform, in the opinion of the Trustee and the Issuer, to any such Supplemental Indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Transition Bonds. Article X REDEMPTION OF TRANSITION BONDS Section 10.01. OPTIONAL REDEMPTION BY ISSUER. If and to the extent provided in the related Series Supplement, and if no Interest Rate Swap Agreement with respect to any Class of that Series is in effect, the Issuer may, at its option, redeem all, but not less than all, of the Transition Bonds of a Series on any Payment Date if, after giving effect to payments that would otherwise be made on such Payment Date, the Outstanding Amount of any such Series of Transition Bonds has been reduced to a percentage of the initial principal balance of such Series below the percentage specified in such Series Supplement. The redemption price in any case shall be equal to the outstanding principal amount of the Bonds to be redeemed plus accrued and unpaid interest thereon at the Interest Rate to the Redemption Date (the "Redemption Price"). If the Issuer elects to redeem the Transition Bonds of a Series pursuant to this Section 10.01, it shall furnish written notice of such election to (a) the Trustee, not later than 25 days prior to the Redemption Date for such redemption and (b) to the Rating Agencies, not later than 10 days prior to such Redemption Date, whereupon all such Transition Bonds shall be due and payable on such Redemption Date upon the furnishing of a written notice complying with Section 10.03 to each Holder of the Transition Bonds of such Series pursuant to this Section 10.01. Section 10.02. MANDATORY REDEMPTION BY ISSUER. The Issuer shall redeem the Transition Bonds of a Series on the Redemption Date or Dates, if any, in the amounts required, if any, and at the redemption price specified in the Series Supplement for such Series, which in any case shall be not less than the outstanding principal amount of the Bonds to be redeemed, plus accrued interest thereon to such Redemption Date. If the Issuer is required to redeem the Transition Bonds of a Series pursuant to this Section 10.02, it shall furnish notice of such requirement to the Trustee not later than 25 days prior to the Redemption Date for such redemption whereupon all such Transition Bonds shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.03 to each Holder of the Transition Bonds of such Series pursuant to this Section 10.02. Section 10.03. FORM OF REDEMPTION NOTICE. (a) Unless otherwise specified in the Series Supplement relating to a Series of Transition Bonds, notice of redemption under Section 10.01 or 10.02 shall be given by the Trustee by first-class mail, postage prepaid, mailed not less than five days nor more than 45 days prior to the applicable Redemption Date to each Holder of Transition Bonds to be redeemed, as of the close of business on the Record Date preceding the applicable Redemption Date at such Holder's address appearing in the Transition Bond Register. (b) All notices of redemption shall state: (i) the Redemption Date; 60 (ii) the Series and amount of the Transition Bonds to be redeemed; (iii) the Redemption Price; and (iv) the place where Transition Bonds to be redeemed are to be surrendered for payment of the Redemption Price and accrued interest (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02). (c) Notice of redemption of the Transition Bonds to be redeemed shall be given by the Trustee in the name and at the expense of the Issuer. For so long as any Transition Bonds are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the listing agent appointed pursuant to Section 3.02(b) shall arrange that such notice will also be given by publication in an Authorized Newspaper at least ten days prior to the Redemption Date. Failure to give notice of redemption, or any defect therein, to any Holder of any Transition Bond selected for redemption shall not impair or affect the validity of the redemption of any other Transition Bond. Notice of optional redemption shall be irrevocable once given. Section 10.04. PAYMENT OF REDEMPTION PRICE. If notice of redemption has been duly mailed or duly waived by the Holders of all Transition Bonds called for redemption, then the Transition Bonds called for redemption shall be payable on the applicable Redemption Date at the applicable Redemption Price. No further interest shall accrue on the principal amount of any Transition Bonds called for redemption after the Redemption Date, and the Holders of such Transition Bonds shall have no rights with respect thereto, if payment of the Redemption Price has been duly provided for on or before the Redemption Date declared therefor. Notwithstanding the foregoing, the Holders of the Transition Bonds shall be entitled to payment of interest on the Redemption Price accrued at the related Interest Rates to the extent the Issuer fails to pay the Redemption Price on the Redemption Date. Payment of the Redemption Price shall be made by the Trustee to or upon the order of the Holders of the Transition Bonds called for redemption upon surrender of such Transition Bonds, and the Transition Bonds so redeemed shall cease to be of further effect and the Lien hereunder shall be released with respect to such Transition Bonds. Article XI MISCELLANEOUS Section 11.01. COMPLIANCE CERTIFICATES AND OPINIONS, ETC. (a) Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee (i) an Issuer 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 Issuer 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 certified public accountants meeting the applicable requirements of this Section 11.01, 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. (b) Every certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include: 61 (i) 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 covenant or condition has been complied with. Section 11.02. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. (a) 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. (b) Any certificate or opinion of an Authorized 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 certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Issuer Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer or the Seller or a Manager or Managers, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or the Issuer, unless such Authorized Officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. (c) 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. (d) Whenever in this Indenture, in connection with any application or certificate or report to the 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 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 Trustee's right conclusively to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI. 62 Section 11.03. ACTS OF TRANSITION BONDHOLDERS. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Transition Bondholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Transition Bondholders 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 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 Transition Bondholders 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 Trustee and the Issuer, if made in the manner provided in this Section 11.03. (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 Trustee deems sufficient. (c) The ownership of Transition Bonds shall be proved by the Transition Bond Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Transition Bonds shall bind the Holder of every Transition 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 Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Transition Bond. Section 11.04. NOTICES, ETC., TO TRUSTEE, ISSUER AND RATING AGENCIES. (a) Any request, demand, authorization, direction, notice, consent, waiver or Act of Transition Bondholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with: (i) the Trustee by any Transition Bondholder or by the Issuer, or (ii) the Issuer by the Trustee or by any Transition Bondholder, shall be sufficient for every purpose hereunder if in English and in writing, and sent by United States first-class mail, reputable overnight courier service, facsimile transmission or electronic mail (confirmed by telephone, United States first-class mail or reputable overnight courier service in the case of notice by facsimile transmission or electronic mail) or any other customary means of communication, and any such request, demand, authorization, direction, notice, consent, waiver or Act shall be effective when delivered or transmitted, or if mailed, five days after deposit in the United States first-class mail with proper postage for first-class mail prepaid, in the case of the Trustee, addressed to the Trustee at its Corporate Trust Office, and in the case of the Issuer, addressed to: Atlantic City Electric Transition Funding LLC, 800 King Street, P.O. Box 231, Wilmington, Delaware 19899, Attention: Managers, or at any other address previously furnished in writing to the Trustee by the Issuer. The Issuer shall promptly transmit any notice received by it from the Transition Bondholders to the Trustee. (b) Notices required to be given to the Rating Agencies by the Issuer, the Trustee or a Manager shall be in writing, delivered personally, via facsimile transmission, by reputable overnight courier or by first-class mail, postage prepaid, to (until notice of a different address is received from 63 the relevant Rating Agency in writing by the Trustee and the Issuer): (i) in the case of Moody's: Moody's Investors Service, Inc., Attention: ABS Monitoring Department, 99 Church Street, New York, New York 10007; (ii) in the case of Standard & Poor's: Standard & Poor's Corporation, 55 Water Street, New York, NY 10041, Attention: Asset Backed Surveillance Department and (iii) in the case of Fitch: Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: ABS Surveillance. Section 11.05. NOTICES TO TRANSITION BONDHOLDERS; WAIVER. (a) Where this Indenture provides for notice to Transition Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and delivered by first-class mail, postage prepaid, to each Transition Bondholder affected by such event, at the address of such Transition Bondholder as it appears on the Transition 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 Transition Bondholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Transition Bondholder shall affect the sufficiency of such notice with respect to other Transition Bondholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. (b) 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 Transition Bondholders shall be filed with the Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case it shall be impractical to deliver notice in accordance with clause (a) of this Section 11.05 to the Holders of Transition Bonds 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 Trustee shall be deemed to be a sufficient giving of such notice. (d) 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. Section 11.06. NOTICES TO LUXEMBOURG STOCK EXCHANGE. (a) For so long as any Transition Bonds are listed on the Luxembourg Stock Exchange and to the extent the rules of such exchange so require, the Issuer shall notify the Luxembourg Stock Exchange and any agent appointed pursuant to Section 3.02(b) if any rating assigned to such Transition Bonds is reduced or withdrawn and shall arrange for such notice to be published in an Authorized Newspaper. (b) For so long as any Transition Bonds are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the listing agent appointed pursuant to Section 3.02(b) shall make available to the Holders of such Transition Bonds, and shall maintain at its offices, copies of the Basic Documents, all Hedge Agreements and Interest Rate Swap Agreements, all reports provided to Transition Bondholders pursuant to this Indenture, the prospectus related to such Transition Bonds, the reports of independent certified public accountants obtained with respect to the Issuer pursuant to this Indenture, the financial information regarding ACE (and, to the extent required as aforesaid, any direct or indirect parent company of ACE) in its annual report on Form 10-K for the fiscal year ended December 31, 2001 and copies of each annual report of ACE (and any such parent) on Form 10-K for subsequent fiscal years. The listing agent appointed pursuant to 64 Section 3.02(b) shall deposit with the Chief Registrar of the District Court of Luxembourg prior to listing on the Luxembourg Stock Exchange a copy of the Issuer Certificate of Formation, the Issuer LLC Agreement and any legal notices relating to the issuance of such Transition Bonds. Section 11.07. ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding any provision of this Indenture or any of the Transition Bonds to the contrary, the Issuer may enter into any agreement with any Holder of a Transition Bond providing for a method of payment, or notice by the Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer shall furnish to the Trustee a copy of each such agreement and the Trustee shall cause payments to be made and notices to be given in accordance with such agreements. Section 11.08. CONFLICT WITH TRUST INDENTURE ACT. (a) 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. (b) The provisions of TIA Sections 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 11.09. 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 11.10. SUCCESSORS AND ASSIGNS. (a) All covenants and agreements in this Indenture and the Transition Bonds by the Issuer shall bind its successors and permitted assigns, whether so expressed or not. (b) All agreements of the Trustee in this Indenture shall bind its successors. (c) The Trustee shall provide prior notice to the Rating Agencies of any assignment of its obligations under this Agreement. 65 Section 11.11. SEVERABILITY. In case any provision in this Indenture or in the Transition Bonds shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 11.12. BENEFITS OF INDENTURE. Nothing in this Indenture or in the Transition Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Transition Bondholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 11.13. 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 Transition 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 11.14. GOVERNING LAW. THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY, 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 11.15. 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 11.16. ISSUER OBLIGATION. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Trustee on the Transition Bonds or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Member or any Manager, employee or agent of the Issuer or (ii) any stockholder, officer, director, employee or agent of the Trustee (it being understood that none of the Trustee's obligations are in its individual capacity). Section 11.17. NO PETITION. The Trustee, by entering into this Indenture, and each Transition Bondholder, by accepting a Transition Bond, hereby covenants and agrees (or shall be deemed to have covenanted and agreed) that it shall not at any time institute against the Issuer, or join in the institution against the Issuer of, or acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a 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 winding up or liquidation of the affairs of the Issuer. Section 11.18. PREFUNDING. If and to the extent specified in a Series Supplement, the Issuer may elect to issue Transition Bonds in a principal amount that, on the date of issuance, exceeds the aggregate amount of Bondable Transition Property created under the related BPU Financing Order or other such orders then in effect. The incremental amount of Transition Bonds issued over the amount of Bondable Transition Property then created would be issued in anticipation of a subsequent authorization by the BPU, within a period of time specified in the related Series 66 Supplement, of additional Bondable Transition Property in the same incremental amount. In the event of such an incremental issuance, the Issuer would immediately deposit the bond proceeds from the sale of such incremental issuance into a separate prefunding account (the "Prefunding Account") to be owned by the Issuer and administered by the Trustee. ACE may in its discretion provide additional credit enhancement for the incremental principal amount of such Transition Bonds. Amounts in the Prefunding Account would be used, to the extent necessary, to meet obligations on the Transition Bonds of such Series in the manner set forth in the related Series Supplement. If following such an issuance but within the time period specified in the related Series Supplement, the BPU approves the creation of additional Bondable Transition Property in an amount equal to the incremental amount of Transition Bonds issued, ACE shall sell such additional Bondable Transition Property to the Issuer pursuant to the Sale Agreement and a Bill of Sale, and ACE shall receive in consideration thereof all amounts in the Prefunding Account. If, however, the BPU shall not have approved the creation of additional Bondable Transition Property in the incremental amount within such time period, then at the end of such time period all amounts in the Prefunding Account shall be applied to redeem the incremental principal amount of Transition Bonds of such Series and pay accrued interest thereon on the terms set forth in the related Series Supplement. 67 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be duly executed and delivered by a Manager and an officer, respectively, thereof, each thereunto duly authorized, all as of the day and year first above written. ATLANTIC CITY ELECTRIC TRANSITION FUNDING LLC, as Issuer By: /s/ James P. Lavin --------------------- Name: /s/ James P. Lavin ------------------- Title: Manager THE BANK OF NEW YORK, as Trustee By: /s/ Cassandra Shedd --------------------------- Name: Cassandra Shedd ------------------------- Title: Assistant Vice President ------------------------ 68 APPENDIX A MASTER DEFINITIONS The definitions contained in this Appendix A are applicable to the singular as well as the plural forms of such terms. "ACE" means Atlantic City Electric Company, a New Jersey corporation, and its permitted successors and assigns. "Act" has the meaning specified in Section 11.03(a) of the Indenture. "Adjustment Date" means (i) October 1 of each year beginning October 1, 2003 until October 1, 2019, (ii) so long as any Series 2002-1 Transition Bonds are outstanding, January 1, April 1, July 1 and October 1 of each year, beginning October 1, 2020, (iii) any other dates designated as Adjustment Dates in any Series Supplement, and (iv) any other day that is 30 days after a Calculation Date. "Adjustment Request" means an application filed by the Servicer with the BPU for a Transition Bond Charge Adjustment pursuant to Section 5(b) or (e) of the Issuer Annex. "Administration Agreement" means the Administration Agreement dated as of December 19, 2002, between the Issuer and PHI Service Company, as administrator, as the same may be amended or supplemented from time to time. "Administrator" means PHI Service Company, as administrator under the Administration Agreement, and each successor to PHI Service Company, in the same capacity, pursuant to Section 5.08 of the Administration Agreement. "Advice Letter" means, with respect to any Series of Transition Bonds, the Issuance Advice Letter, in the form specified in the BPU Financing Order authorizing the issuance of Transition Bonds of such Series, filed with the BPU at the time of the issuance of such Series. "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. "Annual Accountant's Report" has the meaning assigned to that term in Section 3.07 of the Servicing Agreement. "Authorized Denominations" means, with respect to any Series or Class of Transition Bonds, $1,000 and integral multiples of $1.00 above that amount, provided, however, that one bond of each Class may have a denomination of less than $1,000, or such other denominations as may be specified in the Series Supplement therefor. "Authorized Newspaper" means the Luxemburger Wort or any other newspaper published in Luxembourg on a daily basis. A-1 "Authorized Officer" means, with respect to the Issuer, (a) any Manager and, (b) any person designated as an "Officer" under the Issuer LLC Agreement and authorized thereby to act on behalf of the Issuer. "Basic Documents" means the Formation Documents, the Sale Agreement, any Bills of Sale, the Servicing Agreement, the Administration Agreement, the Indenture, as each may be amended or supplemented from time to time. "Billing Month" means a calendar month during which the Transition Bond Charge is billed to Customers. "Bill of Sale" means any bill of sale issued by the Seller to the Issuer pursuant to the Sale Agreement evidencing the sale of Bondable Transition Property by the Seller to the Issuer. "Bondable Stranded Costs" has the meaning assigned to that term in the Competition Act and the BPU Financing Orders. "Bondable Transition Property" has the meaning assigned to that term in the Competition Act and the BPU Financing Orders. "Bondable Transition Property Documentation" means all documents relating to the Transferred Bondable Transition Property, including copies of the Petition and the BPU Financing Orders and all documents filed with the BPU in connection with any Transition Bond Charge Adjustment. "Book-Entry Transition Bonds" means beneficial interests in the Transition Bonds, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.11 of the Indenture. "BPU" means the State of New Jersey Board of Public Utilities or its successor. "BPU Financing Orders" means the bondable stranded costs rate order issued by the BPU in favor of ACE on September 20, 2002 pursuant to the Competition Act, any subsequent bondable stranded costs rate orders issued by the BPU in favor of ACE pursuant to the Competition Act, and any order supplemental to any of the foregoing. "BPU Regulations" means any regulations, orders, guidelines or directives promulgated, issued or adopted by the BPU. "Business Day" means any day other than a Saturday, Sunday or a day on which banking institutions in The City of New York, New York or with respect to any Transition Bonds listed on the Luxembourg Stock Exchange, in Luxembourg, are required or authorized by law or executive order to remain closed. "Calculation Date" means (i) September 1 of each year beginning September 1, 2003 until September 1, 2019, (ii) so long as any Series 2002-1 Transition Bonds are outstanding, March 1, June 1, September 1 and December 1 of each year, beginning September 1, 2020, (iii) any other dates designated as Calculation Dates in any Series Supplement, and (iv) any other date on which the Servicer files an Adjustment Request. A-2 "Capital Subaccount" with respect to any Series has the meaning specified in Section 8.02(a) of the Indenture. "Class" means, with respect to any Series, any one of the classes of Transition Bonds of that Series, as specified in the Series Supplement for that Series. "Class Final Maturity Date" means the Final Maturity Date of a Class, as specified in the Series Supplement for the related Series. "Class Subaccount," with respect to a Class within a Series, has the meaning specified in Section 8.02(a) of the Indenture and, if established for such Series and Class, in the Series Supplement for such Series. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. "Clearing Agency Participant" means a broker, dealer, bank, 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. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder. "Collateral" has the meaning specified in the Granting Clause of the Indenture. "Collection Account" has the meaning specified in Section 8.02(a) of the Indenture. "Collection Period" means the period from and including the first day of a calendar month to but excluding the first day of the next calendar month. "Collections Curve" means an annually prepared forecast, with respect to each Billing Month, of the percentages of amounts billed in such Billing Month that are expected to be received during such Billing Month and each of the following six months. "Collections Curve Payment" means, with respect to any Billing Month, the sum of the amounts paid to the Trustee during such Billing Month and each of the following six months based on the Collections Curve then in effect. "Commission" means the U.S. Securities and Exchange Commission, and any successor thereof. "Competition Act" means the Electric Discount and Energy Competition Act, New Jersey Statutes Annotated, title 48, chapter 3, article 7, as in effect from time to time. "Corporate Trust Office" means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at date of the execution of the Indenture is located at 101 Barclay Street, Floor 8 West, New York, New York 10286, Attn: Asset Backed Securities (phone: (212) 815-2484; fax: (212) 815-3883), or at such other address as the Trustee may designate from time to time by notice to the Transition Bondholders and the Issuer, or A-3 the principal corporate trust office of any successor Trustee (the address of which the successor Trustee will notify the Transition Bondholders and the Issuer in writing). "Covenant Defeasance Option" has the meaning specified in Section 4.01(b) of the Indenture. "Curve Payment Shortfall" means, for a particular Billing Month, the amount, if any, by which the actual TBC Collections in respect of a Billing Month exceed the Collections Curve Payments made to the Trustee in respect of that Billing Month, as determined on the Reconciliation Date for that Billing Month. "Customer" means each person who is a retail consumer of electricity and who accesses ACE's transmission and distribution system, regardless of whether such consumer elects to purchase electricity from a Third Party. "Daily Remittance Date" means, if the Servicer has not satisfied the conditions of Section 5.10(b) of the Servicing Agreement, each Business Day commencing on the second Business Day following the date on which the Servicer begins remittance procedures under Section 3.03(a)(ii) of the Servicing Agreement. "Default" means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default. "Defeasance Subaccount" has the meaning specified in Section 8.02(a) of the Indenture. "Definitive Transition Bonds" has the meaning specified in Section 2.11 of the Indenture. "Delaware UCC" means the Uniform Commercial Code, as in effect in the State of Delaware, as amended from time to time. "DTC Agreement" means the agreement between the Issuer, the Trustee and The Depository Trust Company, as the initial Clearing Agency, dated on or about December 19, 2002, relating to the Transition Bonds, as the same may be amended or supplemented from time to time. "Eligible Guarantor Institution" means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution," including (as such terms are defined therein): (a) a bank; (b) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (c) a credit union; (d) a national securities exchange, registered securities association or clearing agency; or (e) a savings association that is a participant in a securities transfer association. A-4 "Eligible Institution" means: (a) the corporate trust department of the Trustee, so long as any of the securities of the Trustee have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade, or (b) a depositary 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) with respect to any Eligible Investment having a maturity of greater than one month, a long-term unsecured debt rating of "AA-" by Standard & Poor's and Fitch and "Aa3" by Moody's, or (B) with respect to any Eligible Investment having a maturity one month or less, a certificate of deposit rating of "A-1+" by Standard & Poor's, "F1+" by Fitch and "P-1" 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. "Eligible Investments" mean book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence: (a) direct obligations of, and obligations fully and unconditionally guaranteed as to timely payment by, the United States of America; (b) demand deposits, time deposits or certificates of deposit of any depository institution or trust company (any depositary institution or trust company being referred to in this definition as a "financial institution") incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depositary institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations of such financial institution (other than such obligations the rating of which is based on the credit of a Person other than such financial institution) shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby; (c) commercial paper or other short-term unsecured debt obligations of any corporation organized under the laws of the United States of America (other than ACE) whose ratings, at the time of the investment or contractual commitment to invest therein, from each of the Rating Agencies are in the highest rating category granted thereby; A-5 (d) investments in money market funds having a rating from each of the Rating Agencies in the highest rating category granted thereby (including funds for which the Trustee or any of its Affiliates act as investment manager or advisor); (e) bankers' acceptances issued by any depositary institution or trust company referred to in clause (b) above; (f) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a financial institution (acting as principal) incorporated under the laws of the United States of America or any state thereof (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depositary institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations of such financial institution (other than such obligations the rating of which is based on the credit of a Person other than such financial institution) shall have a credit rating from each of the Rating Agencies in the highest investment category granted thereby; (g) repurchase obligations with respect to any security or whole loan entered into with (i) a financial institution (acting as principal) described in clause (b) above, (ii) 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 P-1 by Moody's and A-1+ by Standard & Poor's at the time of entering into the repurchase obligation, or (iii) 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 P-1 by Moody's and A-1+ by Standard & Poor's and F1+ by Fitch at the time of purchase; or (h) any other investment permitted by each Rating Agency; provided, however, that, unless otherwise permitted by each Rating Agency, upon the failure of any Eligible Institution to maintain any applicable rating set forth in this definition or the definition of Eligible Institution, the related investments at such institution shall be reinvested in Eligible Investments at a successor Eligible Institution within 10 days, and provided, further, that, any Eligible Investment must not: A-6 (i) be sold, liquidated or otherwise disposed of at a loss, prior to the maturity thereof, or (ii) mature later than (i) the date on which the proceeds of such Eligible Investment will be required to be on deposit in the Collection Account in order for the Trustee to make all required and scheduled payments and deposits into Subaccounts under the Indenture, if such Eligible Investment is held by an Affiliate of the Trustee, or (ii) the Business Day prior to the date on which the proceeds of such Eligible Investment will be required to be on deposit in the Collection Account in order for the Trustee to make all required and scheduled payments and deposits into Subaccounts under the Indenture, if such Eligible Investment is not held by an Affiliate of the Trustee. "Eligible Securities Account" means either: (a) a segregated trust account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depositary institution organized under the laws of the United States of America or any state (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depositary institution shall have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade. "Event of Default" has the meaning specified in Section 5.01 of the Indenture. "Excess Curve Payment" means, for a particular Billing Month, the amount, if any, by which the Collections Curve Payments made to the Trustee in respect of that Billing Month exceed the actual TBC Collections in respect of that Billing Month, as determined on the Reconciliation Date for that Billing Month. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Executive Officer" means, with respect to any corporation, the chief executive officer, chief operating officer, chief financial officer, chief information officer, president, executive vice president, any vice president, the secretary or the treasurer of such corporation; and with respect to any limited liability company, any manager thereof. "Expected Amortization Schedule" means, with respect to each Series or, if applicable, each Class of Transition Bonds, the expected amortization schedule for principal thereof, as specified in Schedule A to the Series Supplement for such Series. "Expected Final Payment Date" means, with respect to each Series or, if applicable, each Class of Transition Bonds, the Payment Date related to the date when all interest and principal is scheduled to be paid with respect to that Series or Class in accordance with the Expected Amortization Schedule, as specified in the Series Supplement therefor. "FDIC" means the Federal Deposit Insurance Corporation or its successor. A-7 "Final Maturity Date" means, for each Series or, if applicable, each Class of Transition Bonds, the Payment Date related to the date by which all principal of and interest on such Series or Class of Transition Bonds is required to be paid, as specified in the Series Supplement therefor. "Financing Issuance" means an issuance of a new Series of Transition Bonds under the Indenture to provide funds to finance the purchase by the Issuer of Bondable Transition Property. "Fitch" means Fitch, Inc. or its successor. "Formation Document" means the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time. "General Subaccount" has the meaning specified in Section 8.02(a) of the Indenture. "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm. A Grant of the Collateral or of any other agreement or instrument 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 principal, interest and other payments in respect of the 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. "Hedge Agreement" means, with respect to any Series, the document or documents, if any, identified as a "Hedge Agreement" in the Series Supplement for such Series. "Holder" or "Transition Bondholder" means the Person in whose name a Transition Bond of any Series or Class is registered in the Transition Bond Register. "Indemnification Event" means an event which triggers ACE's obligation to indemnify the Issuer and the Trustee, for itself and on behalf of the Transition Bondholders, and each of their respective managers, officers, employees, directors and agents, pursuant to Section 5.01 of the Sale Agreement. "Indemnity Amount" means the amount of any indemnification obligation payable under the Basic Documents or any Hedge Agreement or Interest Rate Swap Agreement. "Indenture" means the Indenture dated as of December 19, 2002, between the Issuer and the Trustee, as the same may be amended or supplemented from time to time by one or more Supplemental Indentures, and shall include each Series Supplement and the forms and terms of the Transition Bonds established thereunder. "Independent" means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor upon the Transition Bonds, ACE and any Affiliate of any of the foregoing Persons, A-8 (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, ACE or any Affiliate of any of the foregoing Persons, and (c) is not connected with the Issuer, any such other obligor, ACE or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or other Person performing similar functions. "Independent Certificate" means a certificate or opinion to be delivered to the Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Appendix A and that the signer is Independent within the meaning thereof. "Independent Manager" has the meaning set forth in the Issuer LLC Agreement. "Initial Purchase Price" has the meaning set forth in Section 2.01 of the Sale Agreement. "Initial Transfer Date" means the Series Issuance Date for the Series 2002-1 Transition Bonds, i.e., December 19, 2002. "Initial Transferred Bondable Transition Property" means the Bondable Transition Property sold by the Seller to the Issuer as of the Initial Transfer Date pursuant to the Sale Agreement and the Bill of Sale delivered on or prior to the Initial Transfer Date as identified in such Bill of Sale. "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 in effect on or after December 19, 2002, 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 90 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 in effect on or after December 19, 2002, 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. "Interest" means, for any Payment Date for any Series or Class of Transition Bonds, the sum, without duplication, of (a) an amount equal to the amount of interest accrued at the applicable Interest Rate from the prior Payment Date with respect to that Series or Class; A-9 (b) any unpaid interest, to the extent permitted by applicable law, plus any interest accrued on this unpaid interest at the applicable Interest Rate, to the extent permitted by applicable law; (c) if the Transition Bonds have been declared due and payable, all accrued and unpaid interest thereon; and (d) with respect to a Series or Class to be redeemed prior to the next Payment Date, the amount of interest that will be payable as interest on such Series or Class upon such redemption. "Interest Rate" means, with respect to each Series or Class of Transition Bonds, the rate at which interest accrues on the principal balance of Transition Bonds of such Series or Class, as specified in the Series Supplement therefor. "Interest Rate Swap Agreement" means any ISDA Master Agreement, together with the related schedules and confirmations, between the Issuer and the counterparty thereunder, as same may be amended or supplemented from time to time, with respect to any Series or Class of Transition Bonds as provided in the Series Supplement for such Series or Class, as the case may be. "Issuer" means Atlantic City Electric Transition Funding LLC, a Delaware limited liability company, or its successor under the Indenture or the party named as such in the Indenture until a successor replaces it and, thereafter, means the successor. "Issuer Annex" means Annex 1 of the Servicing Agreement. "Issuer Certificate of Formation" means the Certificate of Formation of the Issuer, which was filed with the Delaware Secretary of State's Office on March 28, 2001, as the same may be amended or supplemented from time to time. "Issuer LLC Agreement" means the Amended and Restated Limited Liability Company Agreement between the Issuer and ACE, as sole Member, dated as of December 19, 2002, as the same may be amended or supplemented from time to time. "Issuer Officer's Certificate" means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01 of the Indenture, and delivered to the Trustee. Unless otherwise specified, any reference in the Indenture to an Officer's Certificate shall be to an Officer's Certificate of any Authorized Officer of the Issuer. "Issuer Opinion of Counsel" means one or more written opinions of counsel who may, except as otherwise expressly provided in the Indenture, be employees of or counsel to the Issuer or the Seller and who shall be reasonably satisfactory to the Trustee, and which opinion or opinions shall be addressed to the Trustee, and shall be in a form reasonably satisfactory to the Trustee. "Issuer Order" or "Issuer Request" means a written order or request, respectively, signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Trustee. "Legal Defeasance Option" has the meaning specified in Section 4.01(b) of the Indenture. A-10 "Lien" means a security interest, lien, charge, pledge, equity or encumbrance of any kind. "Losses" means collectively, any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever. "Manager" has the meaning set forth in the Issuer LLC Agreement. "Market Transition Charge" means the market transition charge that ACE may impose on Customers pursuant to the Competition Act and the Restructuring Order. "Measure Period" means any period beginning on an Adjustment Date and ending on the date immediately preceding the next Adjustment Date. "Member" means ACE, as the sole member of the Issuer, in its capacity as such member under the Issuer LLC Agreement. "Monthly Remittance Date" means the 15th day of each calendar month (or if such day is not a Business Day, the next Business Day). "Monthly Servicing Fee" means the fee payable to the Servicer on a monthly basis for services rendered, in accordance with Section 5.07 of the Servicing Agreement. "Moody's" means Moody's Investors Service Inc., or its successor. "MTC-Tax" means the tax component, to recover federal income and state corporation business taxes associated with the Market Transition Charge and the Transition Bond Charge, that ACE is entitled to impose under the Restructuring Order and under the BPU Financing Orders. "New Jersey UCC" means the Uniform Commercial Code, as in effect in the State of New Jersey, as amended from time to time. "Officers' Certificate" means a certificate signed by (a) the chairman of the board, the president, the vice chairman of the board, any executive vice president or any vice president and (b) a treasurer, assistant treasurer, secretary or assistant secretary, in each case of the Servicer or Seller, as applicable. "Operating Expenses" means, with respect to the Issuer, all fees, costs, expenses and indemnity payments owed by the Issuer, including, without limitation, all amounts owed by the Issuer to the Trustee, the Monthly Servicing Fee, the fees and expenses payable by the Issuer to the Administrator under the Administration Agreement, the fees and expenses payable by the Issuer to the Independent Managers and Special Members of the Issuer, fees of the Rating Agencies, legal fees and expenses of the Servicer pursuant to Section 3.10 of the Servicing Agreement, legal and accounting fees, costs and expenses of the Issuer, and legal, accounting or other fees, costs and expenses of the Seller (including, without limitation, any costs and expenses incurred by the Seller pursuant to Section 4.08 of the Sale Agreement) under or in connection with the Basic Documents, any Hedge Agreement or Interest Rate Swap Agreement or the BPU Financing Orders. "Opinion of Counsel" means one or more written opinions of counsel who may be an employee of or counsel to ACE or the Issuer, or any other Person (as the context may require), which counsel shall be reasonably acceptable to the Trustee, the Issuer or the Rating Agencies, as A-11 applicable, and which opinion or opinions shall be in form reasonably satisfactory to the Trustee, if applicable. "Outstanding" with respect to Transition Bonds means, as of the date of determination, all Transition Bonds theretofore authenticated and delivered under the Indenture except: (a) Transition Bonds theretofore canceled by the Transition Bond Registrar or delivered to the Transition Bond Registrar for cancellation; (b) Transition Bonds or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Transition Bonds; provided, however, that if such Transition Bonds are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Trustee, made; and (c) Transition Bonds in exchange for or in lieu of other Transition Bonds which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Transition Bonds are held by a protected purchaser; provided that in determining whether the Holders of the requisite Outstanding Amount of the Transition Bonds or any Series or Class thereof have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or under or with respect to any other Basic Document or any Hedge Agreement or Interest Rate Swap Agreement, Transition Bonds owned by the Issuer, any other obligor upon the Transition Bonds, ACE or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be fully protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Transition Bonds that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Transition Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Transition Bonds and that the pledgee is not the Issuer, any other obligor upon the Transition Bonds, ACE or any Affiliate of any of the foregoing Persons. "Outstanding Amount" means, with respect to one or more Classes or Series, the aggregate principal amount of, as the context requires, all Outstanding Transition Bonds of such Class or Classes or of such Series or group of Series. "Overcollateralization" means, with respect to any Payment Date and any Series, the amount, if any, that, if deposited to the Overcollateralization Subaccount for such Series on such Payment Date, would cause the balance in such subaccount on such Payment Date to equal the Scheduled Overcollateralization Level for such Series on such Payment Date. "Overcollateralization Amount" means, with respect to any Series, the amount specified as such in Schedule B to the Series Supplement therefor. "Overcollateralization Subaccount" with respect to any Series has the meaning specified in Section 8.02(a) of the Indenture. A-12 "Paying Agent" means the Trustee or any other Person, including any Person appointed pursuant to Section 3.02(b) of the Indenture, that meets the eligibility standards for the Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuer to make the payments of principal of or premium, if any, or interest on the Transition Bonds on behalf of the Issuer. "Payment Date" means January 20, April 20, July 20 and October 20, or, if any such date is not a Business Day, the next succeeding Business Day. "Person" means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), business trust, limited liability company, unincorporated organization or government or any agency or political subdivision thereof. "Petition" means the petition filed by ACE with the BPU, dated June 25, 2001. "Predecessor Transition Bond" means, with respect to any particular Transition Bond, every previous Transition Bond evidencing all or a portion of the same debt as that evidenced by such particular Transition Bond; and, for the purpose of this definition, any Transition Bond authenticated and delivered under Section 2.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Transition Bond shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Transition Bond. "Principal" means, with respect to any Payment Date and each Series or Class of Transition Bonds: (a) the amount of principal scheduled to be paid on such Payment Date in accordance with the Expected Amortization Schedule; (b) the amount of principal due on the Final Maturity Date of any Series or Class on such Payment Date; (c) the amount of principal due as a result of the occurrence and continuance of an Event of Default and acceleration of the Transition Bonds; (d) the amount of principal and premium, if any, due as a result of a redemption of Transition Bonds on such Payment Date; and (e) any overdue payments of principal. "Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding. "Rating Agency" means, as of any date, any rating agency rating the Transition Bonds of any Class or Series at the time of issuance thereof at the request of the Issuer. 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 Trustee, the Member and the Servicer. "Rating Agency Condition" means, with respect to any action, the notification in writing by the Trustee to each Rating Agency of such action and the notification by each Rating Agency to the Trustee and the Issuer that such action will not result in a reduction or withdrawal of the then current A-13 rating by such Rating Agency of any Outstanding Series or Class of Transition Bonds; provided that, except where such action includes the issuance of Transition Bonds of a new Series (either as a Financing Issuance or as a Refunding Issuance), the Rating Agency Condition shall be satisfied with respect to Moody's by providing Moody's 10 Business Days' prior written notice of such action. "Reconciliation Date" for a particular Billing Month means the fifteenth day (or if that day is not a Business Day, the next succeeding Business Day) of the calendar month that is seven months after such Billing Month. "Record Date" has, with respect to any Series, the meaning set forth in the related Series Supplement. "Redemption Date" means, with respect to each Series or Class of Transition Bonds, the date for the redemption of the Transition Bonds of such Series or Class pursuant to Section 10.01 or 10.02 of the Indenture or the Series Supplement for such Series or Class, which in each case shall be a Payment Date. "Redemption Price" has the meaning set forth in Section 10.01 of the Indenture. "Refunding Issuance" means an issuance of a new Series of Transition Bonds under the Indenture to pay the cost of refunding, through redemption or payment on the Expected Final Payment Date for a Series or Class of Transition Bonds, all or part of the Transition Bonds of such Series or Class to the extent permitted by the terms thereof. "Registered Holder" means, as of any date, the Person in whose name a Transition Bond is registered in the Transition Bond Register on such date. A Payment Date "relates" to a Measure Period in each of the following circumstances: (i) if such Measure Period is one year in length, each of the second, third, fourth and fifth Payment Dates to occur after the first day in such Measure Period relates to such Measure Period; (ii) if such Measure Period is one calendar quarter in length, the first Payment Date to occur following the end of such Measure Period relates to such Measure Period; and (iii) if such Measure Period is one month in length, the first Payment Date to occur following the end of the calendar quarter in which such Measure Period falls relates to such Measure Period. "Released Parties" has the meaning specified in Section 5.02(e) of the Servicing Agreement. "Remittance Date" means a Daily Remittance Date or a Monthly Remittance Date, as applicable. "Required Capital Amount" means, with respect to any Series, the amount required to be deposited in the Capital Subaccount for such Series on the Series Issuance Date of such Series, as specified in the related Series Supplement. "Reserve Subaccount" with respect to any Series has the meaning specified in Section 8.02(a) of the Indenture. "Responsible Officer" means, with respect to the Trustee, any officer within the Corporate Trust Office of the Trustee, including any vice president, assistant vice president, secretary, assistant secretary, or any other officer of the Trustee customarily performing functions similar to those A-14 performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Restructuring Order" means the decision and order of the BPU issued on March 30, 2001 pursuant to Section 13 of the Competition Act. "Retiring Trustee" has the meaning specified in Section 6.08(b) of the Indenture. "Revenue Requirement" means, for any Series with respect to any Measure Period, the aggregate amount estimated in good faith by the Servicer, pursuant to the Issuer Annex, to be payable in respect of such Series pursuant to Sections 8.02(d) and 8.02(e) of the Indenture during such Measure Period. "Sale Agreement" means the Bondable Transition Property Sale Agreement dated as of December 19, 2002, between the Seller and the Issuer, as the same may be amended or supplemented from time to time. "Scheduled Overcollateralization Level" means, with respect to each Series and any Payment Date, the amount with respect to such Series set forth as such in Schedule B to the Series Supplement for such Series. "Scheduled Transition Bond Balance" means, as of any date, the sum of the amounts provided for in the Expected Amortization Schedules for each outstanding Series of Transition Bonds as of such date. "Seller" means ACE, in its capacity as seller of the Bondable Transition Property to the Issuer pursuant to the Sale Agreement. "Series" means the Series 2002-1 Transition Bonds and any subsequent series of Transition Bonds issued by the Issuer and authenticated by the Trustee pursuant to the Indenture, as specified in the Series Supplement therefor. "Series Capital Subaccount" with respect to each Series has the meaning specified in Section 8.02(a) of the Indenture and in the related Series Supplement. "Series Final Maturity Date" means the Final Maturity Date for a Series. "Series Issuance Date" means, with respect to any Series, the date on which the Transition Bonds of such Series are to be originally issued in accordance with Section 2.10 of the Indenture and the Series Supplement for such Series. "Series Overcollateralization Subaccount" with respect to each Series has the meaning specified in Section 8.02(a) of the Indenture and in the related Series Supplement. "Series Reserve Subaccount" with respect to each Series has the meaning specified in Section 8.02(a) of the Indenture and in the related Series Supplement. "Series Subaccount" with respect to each Series has the meaning specified in Section 8.02(a) of the Indenture and in the related Series Supplement. A-15 "Series Supplement" means any Supplemental Indenture that authorizes a particular Series of Transition Bonds, as the same may be amended or supplemented from time to time. "Servicer" means ACE, as the servicer of the Bondable Transition Property, and each successor to ACE (in the same capacity) pursuant to Section 5.03 or 6.04 of the Servicing Agreement. "Servicer Default" means an event specified in Section 6.01 of the Servicing Agreement. "Servicing Agreement" means the Servicing Agreement dated as of December 19, 2002, between the Issuer and the Servicer, as the same may be amended or supplemented from time to time. "Special Member" has the meaning set forth in the Issuer LLC Agreement. "Standard & Poor's" or "S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., or its successor. "state" in the jurisdictional sense means any one of the 50 states of the United States of America or the District of Columbia. "Subaccount" means any of the subaccounts of the Collection Account specified in Section 8.02 of the Indenture. "Subsequent Purchase Price" means, in relation to a Subsequent Sale, the price specified in the related Bill of Sale, to be paid by the Issuer for the Subsequent Transferred Bondable Transition Property purchased and sold in such Subsequent Sale. "Subsequent Sale" means any sale of Bondable Transition Property by the Seller to the Issuer after the Initial Transfer Date. "Subsequent Transfer Date" means a date on which a sale of Subsequent Transferred Bondable Transition Property is effective, as specified in the written notice relating to such sale contemplated in Section 2.02(e) of the Sale Agreement. "Subsequent Transferred Bondable Transition Property" means Bondable Transition Property sold by the Seller to the Issuer as of a Subsequent Transfer Date pursuant to the Sale Agreement and a Bill of Sale delivered on or prior to the related Subsequent Transfer Date as identified in such Bill of Sale. "Successor Servicer" means a successor Servicer appointed by the Trustee pursuant to Section 6.04 of the Servicing Agreement which succeeds to all the rights and duties of the Servicer under the Servicing Agreement. "Supplemental Indenture" means a supplemental indenture entered into by the Issuer and the Trustee pursuant to Article IX of the Indenture. "Target Payment Date" has the meaning specified in Section 5(a) of the Issuer Annex. A-16 "TBC Collections" means amounts received by the Servicer in respect of the Transition Bond Charge. "Termination Notice" has the meaning specified in Section 6.01 of the Servicing Agreement. "Third Party" means any third party, including any electric generation supplier, providing billing or metering services, licensed by the BPU pursuant to relevant provisions of the Competition Act, the BPU Regulations and the BPU Financing Orders. "Total Revenue Requirement" means, as of any date of determination, the sum of the Revenue Requirements for all Series outstanding as of such date. "Transfer Date" means the Initial Transfer Date or any Subsequent Transfer Date, as applicable. "Transferred Bondable Transition Property" means, collectively, all Bondable Transition Property that has been sold, assigned and transferred to the Issuer pursuant to the Sale Agreement. "Transition Bond" means any of the transition bonds (as defined in the Competition Act) issued by the Issuer pursuant to the Indenture. "Transition Bond Balance" means, as of any date, the aggregate Outstanding Amount of all Series of Transition Bonds on such date. "Transition Bond Charge" means the Transition Bond Charge authorized by the BPU to be imposed on all Customers by ACE or its successor to recover Bondable Stranded Costs pursuant to the Competition Act and the BPU Financing Orders. "Transition Bond Charge Adjustment" means each adjustment to Transition Bond Charge related to the Transferred Bondable Transition Property made in accordance with Section 4.01 of the Servicing Agreement and the Issuer Annex. "Transition Bond Charge Adjustment Process" means the process by which adjustments are made to the Transition Bond Charge or to the formula governing such adjustments, in either case pursuant to Section 4.01 of the Servicing Agreement and the Issuer Annex, the Competition Act, the Petition and the BPU Financing Orders. "Transition Bond Owner" means, with respect to a Book-Entry Transition Bond, the Person who is the beneficial owner of such Book-Entry Transition Bond, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). "Transition Bond Register" has the meaning specified in Section 2.05(a) of the Indenture. "Transition Bond Registrar" has the meaning specified in Section 2.05(a) of the Indenture. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as in force on the date of the Indenture, unless otherwise specifically provided therein. A-17 "Trustee" means The Bank of New York, a New York banking corporation, in the capacity specified in the first paragraph of the Indenture, or any successor Trustee under the Indenture. "Underwriting Agreement" means the Underwriting Agreement dated as of December 11, 2002, among the Seller, the Issuer and Morgan Stanley & Co. Incorporated, on behalf of itself and as the representative of the several underwriters named therein. "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 credit of the United States of America is pledged and which are not callable at the issuer's option. A-18