S-3/A

As filed with the Securities and Exchange Commission on May 29, 2015

REGISTRATION NO. 333-203320_and_333-203320-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________

PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S‑3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

____________________________________

ENTERGY NEW ORLEANS, INC. (Exact name of Registrant and Sponsor as specified in its charter) LOUISIANA (State or other jurisdiction of incorporation or organization) 72-0273040 (I.R.S. Employer Identification No.) 1600 PERDIDO STREET NEW ORLEANS, LOUISIANA 70112 (504) 670-3700 Entergy New Orleans Storm Recovery Funding I, L.L.C. (Exact name of Registrant and Issuing Entity as specified in its charter) LOUISIANA (State or other jurisdiction of incorporation or organization) 47-3361611 (I.R.S. Employer Identification No.) 1600 PERDIDO STREET L-MAG-505A NEW ORLEANS, LOUISIANA 70112 (504) 670-3700

(Address, including zip code, and telephone number, including

area code, of Registrant’s principal executive offices)

Charles L. Rice, Jr. President and Chief Executive Officer Entergy New Orleans, Inc. 1600 Perdido Street New Orleans, Louisiana 70112 (504) 670-3620 Steven C. McNeal Vice President and Treasurer Entergy New Orleans, Inc. 639 Loyola Avenue New Orleans, Louisiana 70113 (504) 576-4363 Dawn A. Balash, Esq. Entergy Services, Inc. 639 Loyola Avenue New Orleans, Louisiana 70113 (504) 576-6755

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

^{____________________________________} 

With a Copy to:

ERIC TASHMAN, ESQ.

Counsel to the Issuer

SIDLEY AUSTIN llp

555 CALIFORNIA STREET

SAN FRANCISCO, CALIFORNIA 94104

(415) 772-1214

^{____________________________________} 

Approximate date of commencement of proposed sale to the public:From time to time after this Registration Statement becomes effective as determined by market conditions.

^{____________________________________} 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. __________________.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________________.

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, please check the following box.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, please check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer Accelerated Filer

Non-Accelerated Filer X (do not check if smaller reporting company)Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Senior Secured Storm Recovery Bonds	$1,000,000	100% (1)	$1,000,000 (1)	$116.20 (2)

(1)    Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee.

(2) A registration fee of $116.20 was previously paid with the filing of this Registration Statement on April 10, 2015.

______________________________________________________________________

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Subject to Completion

Dated [_____], 2015

The information in this prospectus supplement and the prospectus is not complete and may be changed. The storm recovery bonds may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement and the prospectus are not an offer to sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated [______], 2015)

$___________

Entergy New Orleans Storm Recovery Funding I, L.L.C.

Issuing Entity

Senior Secured Storm Recovery Bonds

Tranche Expected Weighted Average Life (Years) Principal Amount Issued Scheduled Final Payment Date Final Maturity Date Interest Rate Price to Public Underwriting Discounts and Commissions Proceeds to the Issuing Entity (Before Expenses)

The total price to the public is $_________. The total amount of the underwriting discounts and commissions is $_________. The total amount of proceeds to the issuing entity before deduction of expenses (estimated to be $_________) is $_____________. Each storm recovery bond will be entitled to interest on June 1 and December 1 of each year, and on the final maturity date. The first scheduled payment date is June 1, 2016.

Investing in the Senior Secured Storm Recovery Bonds involves risks. Please read “Risk Factors” beginning on page [11] of the accompanying prospectus.

Entergy New Orleans Storm Recovery Funding I, L.L.C. is issuing $___________ of Senior Secured Storm Recovery Bonds, referred to herein as the storm recovery bonds[, in [__] tranches]. Entergy New Orleans, Inc. is the seller, servicer and sponsor with regard to the storm recovery bonds. The storm recovery bonds are senior secured obligations of the issuing entity secured by storm recovery property, which includes the right to a special, irrevocable nonbypassable charge, known as a storm recovery charge, paid by all existing and future customers receiving electric transmission or distribution retail service, or both, from Entergy New Orleans, Inc. or its successors or assignees under rate schedules or special contracts approved by the Council of the City of New Orleans, or the Council, as described herein. Credit enhancement for the storm recovery bonds will be provided by a statutory true-up mechanism as well as by general, excess funds and capital subaccounts held under the indenture.

The storm recovery bonds represent obligations only of the issuing entity, Entergy New Orleans Storm Recovery Funding I, L.L.C., and do not represent obligations of the sponsor or any of its affiliates other than the issuing entity. Please read “The Storm Recovery Bonds-The Collateral,” “The Storm Recovery Property,” and “Credit Enhancement” in this prospectus supplement.

The storm recovery bonds are not a debt or general obligation of the State of Louisiana (or the State), the City of New Orleans (or the City), or any other agency, political subdivision or instrumentality of the State or the City. Except in their capacity as customers, neither the State, the City nor any other agency, political subdivision or instrumentality, nor any other public or private entity, will be obligated to provide funds for the payment of the storm recovery bonds. Neither the full faith and credit nor the taxing power of the State or the City is pledged to the payment of the principal of, or interest on, the storm recovery bonds.

Additional information is contained in the accompanying prospectus. You should read this prospectus supplement and the accompanying prospectus carefully before you decide to invest in the storm recovery bonds. This prospectus supplement may not be used to offer or sell the storm recovery bonds unless accompanied by the prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The underwriter expects to deliver the storm recovery bonds through the book-entry facilities of The Depository Trust Company against payment in immediately available funds on or about [date], 2015.

[Citigroup Global Markets Inc.]

The date of this prospectus supplement is [______], 2015.

TABLE OF CONTENTS

READING THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS S-1

SUMMARY OF TERMS S-2

THE STORM RECOVERY BONDS S-9

CREDIT ENHANCEMENT S-16

THE STORM RECOVERY CHARGES S-19

UNDERWRITING THE STORM RECOVERY BONDS S-19

USE OF PROCEEDS S-21

THE TRUSTEE S-21

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES S-21

MATERIAL LOUISIANA INCOME TAX CONSEQUENCES S-21

WHERE YOU CAN FIND MORE INFORMATION S-21

LEGAL PROCEEDINGS S-22

LEGAL MATTERS S-22

OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS S-22

Until 90 days after the date of this prospectus supplement, all dealers that effect transactions in these securities, whether or not participating in the offering described in this prospectus supplement, may be required to deliver a prospectus supplement and prospectus. This is in addition to the dealers’ obligation to deliver a prospectus supplement and prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

READING THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

This prospectus supplement and the accompanying prospectus provide information about us, the storm recovery bonds and Entergy New Orleans, Inc., as the seller, sponsor and servicer. This prospectus supplement describes the specific terms of the storm recovery bonds. The accompanying prospectus describes terms that apply only to the storm recovery bonds we may issue, including the storm recovery bonds offered hereby.

References in this prospectus supplement and the accompanying prospectus to the terms we, us or the issuing entity mean Entergy New Orleans Storm Recovery Funding I, L.L.C., the entity which will issue the storm recovery bonds. References to ENO, the seller or the sponsor mean Entergy New Orleans, Inc. or to any successor to the rights and obligations of ENO under the sale agreement referred to in this prospectus supplement and the accompanying prospectus. References to the servicer mean ENO in that capacity and any successor servicer under the servicing agreement referred to in this prospectus supplement and the accompanying prospectus. References to Entergy mean Entergy Corporation, the parent company of ENO.

Unless the context otherwise requires, the term customer or retail electric customer means any existing and future customers receiving transmission or distribution retail electric service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council. References to the Securitization Law mean Act 64 of 2006, The Louisiana Electric Utility Storm Recovery Securitization Act, established by the Louisiana legislature, providing for a financing mechanism through which electric utilities can use securitization financing for “storm recovery costs,” including the financing of a storm recovery reserve, by issuing “storm recovery bonds.” You can find a glossary of some of the other defined terms we use in this prospectus supplement and the accompanying prospectus on page [] of the accompanying prospectus.

We have included cross-references to sections in this prospectus supplement and the accompanying prospectus where you can find further related discussions. You can also find references to key topics in the table of contents on the preceding page of this prospectus supplement and in the table of contents on page [i] of the accompanying prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither we nor any underwriter, agent, dealer, salesperson, the Council or ENO has authorized anyone else to provide you with any different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not offering to sell the storm recovery bonds in any jurisdiction where the offer or sale is not permitted. The information in this prospectus supplement is current only as of the date of this prospectus supplement.

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SUMMARY OF TERMS

The following section is only a summary of selected information and does not provide you with all the information you will need to make your investment decision. There is more detailed information in this prospectus supplement and in the accompanying prospectus. To understand all of the terms of the offering of the storm recovery bonds, carefully read this entire document and the accompanying prospectus.

Securities offered: $[__] of Senior Secured Storm Recovery Bonds, or the storm recovery bonds, scheduled to pay principal semi-annually [and sequentially] in accordance with the expected sinking fund schedule. Only the storm recovery bonds are being offered through this prospectus supplement.

Issuing entity and capital structure: Entergy New Orleans Storm Recovery Funding I, L.L.C. is a direct, wholly owned subsidiary of ENO and a limited liability company formed under Louisiana law. We were formed solely to purchase and own storm recovery property, to issue storm recovery bonds secured by storm recovery property and to perform any activity incidental thereto. We have agreed in the indenture that the storm recovery bonds are the only storm recovery bonds we will issue under the Securitization Law. Please read “Entergy New Orleans Storm Recovery Funding I, L.L.C., the Issuing Entity” in the accompanying prospectus.

In addition to the storm recovery property, the assets of the issuing entity include a capital investment by ENO in the amount of $[__] (0.5% of the storm recovery bonds principal amount issued). This capital contribution will be held in the capital subaccount. We have also created an excess funds subaccount to retain, until the next payment date, any amounts collected and remaining after all payments on the storm recovery bonds have been made.

Our address: 1600 Perdido Street

L-MAG-505A

New Orleans, Louisiana 70112

Our telephone number: (504) 670-3700

Our managers: The following is a list of our managers as of the date of this prospectus supplement:

Name AgeBackground

Charles L. Rice Jr. 51President and Chief Executive Officer of Entergy New Orleans, Inc. from June 2010 to present. President and Manager of Entergy New Orleans Storm Recovery Funding I, L.L.C. since March 2015.

Steven C. McNeal 58Vice President and Treasurer of Entergy New Orleans, Inc. from August 1998 to present. Vice President and Treasurer of Entergy Corporation from September 1998 to present. Manager and Vice President and Treasurer of Entergy New Orleans Storm Recovery Funding I, L.L.C. since March 2015.

Andrew S. Marsh 44Executive Vice President and Chief Financial Officer of Entergy New Orleans, Inc. from May 2014 to present. Executive Vice President and Chief Financial Officer of Entergy Corporation from February 2013 to present. Vice President, System Planning and Operations of Entergy Corporation from 2010 to February 2013. Manager of Entergy New Orleans Storm Recovery Funding I, L.L.C. since March 2015.

Alyson M. Mount 45Senior Vice President and Chief Accounting Officer of Entergy New Orleans, Inc. from June 2012 to present. Senior Vice President and Chief Accounting Officer of Entergy Corporation from May 2012 to present. Vice President, Corporate Controller, of Entergy Corporation from 2010 to 2012. Manager and Chief Accounting Officer of Entergy New Orleans Storm Recovery Funding I, L.L.C. since March 2015.

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Frank Bilotta

(Independent Manager) 55Vice President, Global Securitization Services, LLC from April 2012 to present. President, Global Securitization Services from August 2005 to April 2012.

Credit ratings: We expect the storm recovery bonds will receive credit ratings from two nationally recognized statistical rating organizations. Please read “Ratings for the Storm Recovery Bonds” in the accompanying prospectus.

The seller, sponsor and servicer

of the storm recovery property: ENO is a corporation organized under the laws of the State of Louisiana. ENO is an electric and gas public utility company providing services to customers in the City of New Orleans, Louisiana since 1926. Pursuant to state law, ENO is under the exclusive regulatory supervision of the Council (except only for public safety matters which are subject to the jurisdiction of the Louisiana Public Service Commission). As of December 31, 2014, ENO provided electric service to approximately 171,120 retail electric customers in Louisiana. The retail electric customer base includes a mix of residential, commercial and diversified industrial retail electric customers. During the twelve months ended December 31, 2014, ENO’s total retail electric deliveries to its customers were approximately 9% industrial, 39% commercial, 37% residential and 15% government and municipal. During the twelve months ended December 31, 2014, ENO delivered approximately 5.2 billion kilowatt hours of electricity resulting in billed electric revenue of $485.8 million.

All of the common stock in ENO is held by Entergy Corporation, a Delaware corporation based in New Orleans, Louisiana. Entergy is an integrated energy company engaged primarily in electric power production and retail distribution operations. Neither ENO nor Entergy nor any other affiliate (other than us) is an obligor of the storm recovery bonds.

ENO’s address: 1600 Perdido Street, New Orleans, Louisiana 70112

ENO’s telephone number: (504) 670-3700

Use of proceeds: Proceeds (after underwriting discounts and commissions) will be used by us to pay the upfront financing costs of the transaction, including among others, expenses of the authorization, issuance and sale of the storm recovery bonds, and to purchase the storm recovery property from ENO. ENO will use the net proceeds from the sale of the storm recovery property (after payment of upfront financing costs payable by ENO) as reimbursement for storm recovery costs and to fund or replenish its storm recovery reserve. Please read “Use of Proceeds” in the accompanying prospectus.

Bond structure: [___________]

Trustee: The Bank of New York Mellon, a New York banking corporation. Please read “The Trustee” in the accompanying prospectus.

Trustee’s experience: The Bank of New York Mellon currently serves as indenture trustee and trustee for numerous securitization transactions involving pools of utility company receivables that are structurally similar to the storm recovery charges.

Average life profile Prepayment is not permitted. Extension risk is possible but is expected to be statistically remote. Please read “The Storm Recovery Bonds-Weighted Average Life Sensitivity” in this prospectus supplement and “Weighted Average Life and Yield Considerations for the Storm Recovery Bonds” in the accompanying prospectus.

No optional redemption: None. Non-callable for the life of thestorm recovery bonds.

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Minimum denomination: $100,000, or integral multiples of $1,000 in excess thereof, except for one bond [of each tranche] which may be of a smaller denomination.

Credit/security: The storm recovery bonds will be secured primarily by the storm recovery property, which includes our irrevocable right to impose, bill, charge, collect and receive a nonbypassable consumption-based storm recovery charge from all customers receiving transmission or distribution retail electric service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council (approximately 171,120 customers as of December 31, 2014). Unless the context otherwise requires, we refer to such customers as customers or retail electric customers. Under the financing order, certain self-generation is excluded from the calculation of the storm recovery charges as described in this prospectus supplement and the accompanying prospectus. Please read “The Securitization Law-ENO and Other Utilities May Securitize Storm Recovery and Upfront Financing Costs-Storm Recovery Charges Are Nonbypassable” in the accompanying prospectus. The Council requires that storm recovery charges be set and adjusted at least semi-annually (and quarterly following the last scheduled final payment date) to collect amounts sufficient to pay principal of and interest on the storm recovery bonds and ongoing financing costs on a timely basis. Please read “Credit Enhancement-True-Up Mechanism” in this prospectus supplement, as well as the chart entitled “Parties to Transaction and Responsibilities,” “The Securitization Law” and “Description of the Storm Recovery Property-Creation of Storm Recovery Property; Financing Order” in the accompanying prospectus.

The storm recovery charges are irrevocable and not subject to reduction, alteration or impairment by further action of the Council, except for semi-annual, quarterly, interim and non-standard true-up adjustments to correct overcollections or undercollections and to provide for the expected recovery of amounts sufficient to timely provide all payments of debt service and other related financing costs required amounts and charges in connection with the storm recovery bonds. Please read “The Servicing Agreement-The Storm Recovery Charge Adjustment Process” in the accompanying prospectus.

The storm recovery bonds are secured only by our assets, consisting primarily of the storm recovery property relating to the storm recovery bonds and funds on deposit in the collection account for the storm recovery bonds and related subaccounts. The subaccounts consist of a capital subaccount, which will be funded at closing in the amount of 0.5% of the initial aggregate principal amount of the storm recovery bonds, a general subaccount, into which the servicer will deposit all storm recovery charge collections, and an excess funds subaccount, into which we will transfer any amounts collected and remaining on a payment date after all payments to bondholders and other parties have been made. Amounts on deposit in each of these subaccounts will be available to make payments on the storm recovery bonds on each payment date. For a description of the storm recovery property, please read “The Storm Recovery Bonds-The Storm Recovery Property” in this prospectus supplement.

State pledge and the Council pledge: Under the Securitization Law, the State has pledged, for the benefit and protection of storm recovery bondholders and ENO, that (i) it will not alter the provisions of the Securitization Law which authorize the Council to create a contract right by the issuance of a financing order, to create storm recovery property and to make the storm recovery charges irrevocable, binding and nonbypassable charges, (ii) it will not take or permit any action that impairs or would impair the value of storm recovery property, and (iii) except for adjustments discussed in “ENO’s Financing Order-True-ups” and “The Servicing Agreement-The Storm Recovery Charge Adjustment Process” in the accompanying prospectus or for a refinacing or refunding, it will not reduce, alter, or impair storm recovery charges that are to be imposed, collected and remitted to storm recovery bondholders until any and all

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principal, interest, premium, financing costs and other fees, expenses or charges incurred and any contracts to be performed in connection with the storm recovery bonds have been paid and performed in full. However, nothing will preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges collected pursuant to the financing order and the full protection of the storm recovery bondholders and any assignee or financing party.

Pursuant to state law, ENO is under the exclusive regulatory supervision of the Council (except only for public safety matters, which are under the supervision of the Louisiana Public Service Commission). In the financing order, the Council has pledged that the financing order is irrevocable until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. Except in connection with a refinancing or refunding, or to implement any true-up mechanism authorized by the Securitization Law and adopted by the Council, the Council has pledged that it will not amend, modify, or terminate the financing order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges or in any way reduce or impair the value of the storm recovery property until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. However, nothing will preclude limitation or alteration of the financing order if and when full compensation is made for the full protection of the storm recovery charges approved pursuant to the financing order and the full protection of the storm recovery bondholders and any assignee or financing party.

Please read “Risks Associated with Potential Judicial, Legislative or Regulatory Actions” in the accompanying prospectus.

True-up mechanism for payment

of scheduled principal and interest: As authorized by the Securitization Law, the financing order requires that storm recovery charges be adjusted at least semi-annually to correct any overcollections or undercollections (except the initial period may be longer or shorter than six months but in any event no more than nine months) and must be adjusted quarterly following the last scheduled final payment date until all storm recovery bonds and associated costs are paid in full. The financing order also authorizes the servicer to make interim true-up adjustments if the servicer forecasts that storm recovery charge collections will be insufficient to make on a timely basis all scheduled payments of principal, interest and other financing costs in respect of the storm recovery bonds during the current or next succeeding semi-annual payment period and to replenish any draws upon the capital subaccount. All of these adjustments are intended to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the storm recovery bonds for the two payment dates next succeeding the adjustment.

The financing order also authorizes the servicer to request approval from the Council of a non-standard true-up adjustment to address any material deviations between storm recovery charge collections and amounts required to provide for the timely payment of scheduled payments of principal, interest and other amounts in respect of the storm recovery bonds. No non-standard true-up adjustment may become effective unless the rating agency condition has been satisfied.

The Securitization Law does not cap the level of storm recovery charges that may be imposed on customers, as a result of the true-up process, to pay on a timely basis scheduled principal and interest on the storm recovery bonds. Through the true-up mechanism, all customers cross share in the liabilities of all other customers for the payment of storm recovery charges.

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Nonbypassable storm

recovery charges: The Securitization Law provides that the storm recovery charges are nonbypassable subject to the terms of the financing order. “Nonbypassable” means that ENO collects these charges from all retail electric customers; i.e., any existing or future customers receiving transmission or distribution retail electric service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council, even if the customer elects to purchase electricity from an alternative electricity supplier as a result of a fundamental change in the manner of regulation of public utilities in Louisiana. Under current law, customers of Louisiana public utilities cannot buy their electricity from alternative electricity suppliers. As described in the accompanying prospectus, certain self-generation is excluded from the calculation of the storm recovery charges. Please read “ENO’s Financing Order” in the accompanying prospectus.

Initial storm recovery charge: The storm recovery charge will be calculated and included on each customer bill as a percentage of base rate revenues. The initial storm recovery charge (expressed as a percentage of base rate revenues-i.e., electricity and demand charges) for all customers is [__]%. The initial storm recovery charge for a typical residential customer using 1,000kW of electricity will be approximately $[__] per month.

Priority of distributions: On each payment date for the storm recovery bonds, the trustee will allocate or pay all amounts on deposit in the general subaccount of the collection account in the following order of priority:

1. payment of the trustee’s fees, expenses and any outstanding indemnity amounts in an amount not to exceed $1 million in any 12-month period,

2. payment of the servicing fee, which will be a fixed amount specified in the servicing agreement, plus any unpaid servicing fees from prior payment dates,

3. payment of the administration fee, which will be a fixed amount specified in the administration agreement, and the fees of our independent manager(s), in each case with any unpaid administration or management fees from prior payment dates,

4. payment of all of our other ordinary periodic operating expenses relating to the storm recovery bonds, such as accounting and audit fees, rating agency fees, legal fees and reimbursable costs of the servicer under the servicing agreement,

5. payment of the interest then due on the storm recovery bonds, including any past-due interest,

6. payment of the principal then required to be paid on the storm recovery bonds at final maturity or upon acceleration,

7. payment of the principal then scheduled to be paid on the storm recovery bonds, including any previously unpaid principal balance,

8. payment of any of our remaining unpaid operating expenses and any remaining amounts owed pursuant to the basic documents, including any such amounts owed to the trustee but unpaid due to the limitation in clause 1 above,

9. replenishment of any amounts drawn from the capital subaccount,

10. so long as no event of default under the indenture has occurred or is continuing, payment to us for remittance to ENO of an annual return on ENO’s capital contribution calculated at a rate equal to [___]% [the interest rate on the final maturing tranche of storm recovery bonds] together with any unpaid amounts from prior years,

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11. allocation of the remainder, if any, to the excess funds subaccount, and

12. after the storm recovery bonds have been paid in full and discharged, the balance, together with all amounts in the capital subaccount and the excess funds subaccount, to us free and clear of the lien of the indenture.

Please read “Credit Enhancement-How Funds in the Collection Account Will Be Allocated” in this prospectus supplement. The annual servicing fee for the storm recovery bonds payable to ENO or any affiliate thereof while it is acting as servicer shall initially be $150,000, plus reimbursement for its out‑of‑pocket costs for external accounting and legal services required by the servicing agreement. The annual servicing fee for the storm recovery bonds payable to any other servicer not affiliated with ENO shall not at any time exceed 0.60% of the original principal amount of the storm recovery bonds unless a higher amount is approved by the Council. The annual administration fee for the storm recovery bonds payable to ENO for administrative and support services to the issuing entity shall be $100,000.

Tax treatment: Storm recovery bonds will be treated as debt for U.S. federal income tax purposes and Louisiana tax purposes. Please read “Material U.S. Federal Income Tax Consequences” and “Material Louisiana Income Tax Consequences” in the accompanying prospectus.

ERISA eligible: Yes; please read “ERISA Considerations” in the accompanying prospectus.

Payment dates and interest accrual: Semi-annually, June 1^st and December 1^st. Interest will be calculated on a 30/360 basis. The first scheduled payment date is June 1, 2016. If any interest payment date is not a business day, payments scheduled to be made on such date may be made on the next succeeding business day and no interest shall accrue upon such payment during the intervening period.

Interest is due on each payment date and principal is due upon the final maturity date for each tranche.

Expected settlement: The closing date will be on or about [date], 2015, settling flat. DTC, Clearstream and Euroclear.

Risk factors: You should consider carefully the risk factors beginning on page 11 of the accompanying prospectus before you invest in the storm recovery bonds.

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THE STORM RECOVERY BONDS

We will issue the storm recovery bonds and secure their payment under an indenture that we will enter into with The Bank of New York Mellon, as trustee, referred to in this prospectus supplement and the accompanying prospectus as the trustee. We will issue the storm recovery bonds in minimum denominations of $100,000 and in integral multiples of $1,000, except that we may issue one bond [in each tranche] in a smaller denomination. The expected weighted average life in years, initial principal amount, scheduled final payment date, final maturity date and interest rate [for each tranche] of the storm recovery bonds are stated in the table below.

Tranche Expected Weighted Average Life (Years) Principal Amount Issued Scheduled Final Payment Date Final Maturity Date Interest Rate

The scheduled final payment date [for each tranche] of the storm recovery bonds is the date when the outstanding principal balance [of that tranche] will be reduced to zero if we make payments according to the expected amortization schedule [for that tranche]. The final maturity date [for each tranche] of storm recovery bonds is the date when we are required to pay the entire remaining unpaid principal balance, if any, of all outstanding storm recovery bonds [of that tranche]. The failure to pay principal [of any tranche] of storm recovery bonds by the final maturity date [for that tranche] is an event of default under the indenture, but the failure to pay principal [of any tranche] of storm recovery bonds by the [respective] scheduled final payment date will not be an event of default under the indenture. Please read “Description of the Storm Recovery Bonds-Interest and Principal on the Storm Recovery Bonds” and “-Events of Default; Rights Upon Event of Default” in the accompanying prospectus.

The Collateral

The storm recovery bonds will be secured under the indenture by the assets relating to the storm recovery bonds. The principal asset pledged will be the storm recovery property relating to the storm recovery bonds, which is a present contract right created under the Securitization Law enacted by the Louisiana legislature in May 2006 referred to in this prospectus supplement as the Securitization Law and by the financing order issued by the Council on May 14, 2015, referred to in this prospectus supplement as the financing order. The collateral includes all of our right, title and interests (whether owned on the closing date or thereafter acquired or arising) in and to the following property:

• our rights under the sale agreement pursuant to which we will acquire the storm recovery property, under the administration agreement and under the bill of sale delivered by ENO pursuant to the sale agreement,

• our rights under the financing order, including the true-up mechanism, and all revenues, rights and proceeds arising therefrom but subject to certain retained rights described below,

• our rights under the servicing agreement and any subservicing, agency, intercreditor or collection agreements executed in connection with the servicing agreement,

• the collection account for the storm recovery bonds and all subaccounts of the collection account,

• all accounts, chattel paper, deposit accounts, goods and certain other property related to the foregoing,

• all of our other property related to the storm recovery bonds,

• all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing, and

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• all payments on or under and all proceeds in respect of any or all of the foregoing.

Our collateral does not include:

• cash that has been released pursuant to the terms of the indenture (including cash released to us by the trustee as a return for ENO’s capital contribution to us),

• amounts deposited with us on the closing date for the payment of costs of issuance with respect to the storm recovery bonds (together with any interest earnings thereon), and

• amounts received by us for the payment of additional costs of issuance pursuant to the financing order.

Please read “Security for the Storm Recovery Bonds” in the accompanying prospectus.

The Storm Recovery Property

In general terms, all of the rights and interests of ENO that relate to the storm recovery bonds under the financing order, upon transfer to us pursuant to the sale agreement, are referred to in this prospectus supplement as the storm recovery property. Storm recovery property includes the right to impose, bill, charge, collect and receive storm recovery charges payable by ENO’s retail electric customers in amounts sufficient to pay principal of and interest on and to make other deposits in connection with, the storm recovery bonds. Storm recovery charges are payable by ENO’s retail electric customers who consume electricity that is delivered through the transmission and distribution system of ENO or its successors or assigns. During the twelve months ended December 31, 2014, approximately 9% of ENO’s total retail electric deliveries were to industrial customers, 39% were to commercial customers, 37% were to residential customers and 15% were to government and municipal customers.

We will purchase the storm recovery property from ENO. The storm recovery charges authorized in the financing order are irrevocable and not subject to reduction, alteration, or impairment by further action of the Council, except for semi-annual, quarterly, interim and non-standard true-up adjustments to correct overcollections or undercollections and to provide for the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the storm recovery bonds. Please read “Credit Enhancement-True-Up Mechanism” in this prospectus supplement. All revenues and collections resulting from storm recovery charges provided for in the financing order that relate to the storm recovery bonds are part of the storm recovery property.

The storm recovery property relating to the storm recovery bonds is described in more detail under “Description of the Storm Recovery Property” in the accompanying prospectus.

The servicer will bill and collect storm recovery charges from ENO’s retail electric customers and will remit, on a daily basis, the collections to the trustee as described herein.

ENO will include the storm recovery charges in its bills to its customers, but is not required to show the storm recovery charges as a separate line item or footnote. However, ENO will be required to provide annual written notice to their customers that storm recovery charges have been included in their customers’ bills. Prior to the date on which ENO remits the storm recovery charges to the trustee, the storm recovery charges may be commingled with ENO’s other funds, although ENO will remit collections within two (2) business days following the receipt of such storm recovery charges.

For information on how electric service to retail electric customers may be terminated, please read “Risk Factors-Servicing Risks-Limits on rights to terminate service might make it more difficult to collect the storm recovery charges” in the accompanying prospectus. Because the amount of storm recovery charge collections will depend largely on the amount of electricity consumed by ENO’s retail electric customers, the amount of collections may vary substantially from year to year. Please read “The Depositor, Seller, Initial Servicer and Sponsor” in the accompanying prospectus.

Under the Securitization Law and the indenture, the trustee or the holders of the storm recovery bonds have the right to foreclose or otherwise enforce the lien on the storm recovery property. However, in the event of foreclosure, there is likely to be a limited market, if any, for the storm recovery property. Therefore, foreclosure might not be a realistic or practical remedy. Please read “Risks Associated with the Unusual Nature of the Storm Recovery Property-Foreclosure of the trustee’s lien on the storm recovery property for the storm recovery bonds might not be practical, and acceleration of the storm recovery bonds before maturity might have little practical effect” in the accompanying prospectus.

Financing Order

On May 14, 2015, the Council issued its financing order to ENO authorizing the issuance of storm recovery bonds in the aggregate principal amount of approximately $99.0 million (assuming a June 30, 2015 issuance date), consisting of: (a) $31.7 million of storm recovery costs, including carrying costs, plus (b) the costs of funding and replenishing a storm recovery reserve in the amount of $63.9 million, plus (c) upfront financing costs of approximately $3.4 million plus the cost of any Council-approved credit enhancement, plus or minus (d) any adjustment to carrying costs necessary to account for a bond issuance date other than June 30, 2015.

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The financing order will become final and non-appealable on June 16, 2015.

In the financing order, the Council committed that it will act pursuant to the irrevocable financing order as expressly authorized by the Securitization Law to ensure that expected storm recovery charge revenues are sufficient to pay the scheduled principal of and interest on the storm recovery bonds issued pursuant to the financing order and all other financing costs in connection with the storm recovery bonds. The financing order, pursuant to the provisions of the Securitization Law and the financing order, is irrevocable and is not subject to reduction, alteration or impairment by further action of the Council, except as contemplated by the periodic true-up adjustments. The financing order also concludes that the true-up mechanism and all other obligations of the State and the Council set forth in the irrevocable financing order are direct, explicit, irrevocable and unconditional upon issuance of the storm recovery bonds, and are legally enforceable against the State and the Council. Please read “ENO’s Financing Order” in the accompanying prospectus.

Payment and Record Dates and Payment Sources

Beginning June 1, 2016, we will make payments on the storm recovery bonds semi-annually on June 1^st and December 1^st of each year, or, if that day is not a business day, the following business day (each, a payment date). So long as the storm recovery bonds are in book-entry form, on each payment date, we will make interest and principal payments to the persons who are the holders of record as of the business day immediately prior to that payment date, which is referred to as the “record date.” If we issue certificated storm recovery bonds to beneficial owners of the storm recovery bonds, the record date will be the last business day of the calendar month immediately preceding the payment date. On each payment date, we will pay amounts on outstanding storm recovery bonds from amounts available in the collection account and the related subaccounts held by the trustee in the priority set forth under “Credit Enhancement-How Funds in the Collection Account Will Be Allocated” in this prospectus supplement. These available amounts, which will include amounts collected by the servicer for us with respect to the storm recovery charges, are described in greater detail under “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated” and “The Servicing Agreement-Remittances to Collection Account” in the accompanying prospectus.

Principal Payments

On each payment date, we will pay principal of the storm recovery bonds to the bondholders equal to the sum, without duplication, of:

• the unpaid principal amount of any storm recovery bond whose final maturity date is on that payment date, plus

• the unpaid principal amount of any storm recovery bond upon acceleration following an event of default relating to the storm recovery bonds, plus

• any overdue payments of principal, plus

• any unpaid and previously scheduled payments of principal, plus

• the principal scheduled to be paid on any storm recovery bond on that payment date,

but only to the extent funds are available in the collection account (including all applicable subaccounts) after payment of certain of our fees and expenses, and after payment of interest as described below under “-Interest Payments.” [IF MORE THAN ONE TRANCHE] To the extent funds are so available, we will make scheduled payments of principal of the storm recovery bonds in the following order:

[1. to the holders of the tranche A‑1 storm recovery bonds, until the principal balance of that tranche has been reduced to zero,

2. to the holders of the tranche A‑2 storm recovery bonds, until the principal balance of that tranche has been reduced to zero, and

3. to the holders of the tranche A‑3 storm recovery bonds, until the principal balance of that tranche has been reduced to zero.]

However, we will not pay principal [of any tranche] of storm recovery bonds on any payment date if making the payment would reduce the principal balance [of that tranche] to an amount lower than the amount specified in the expected amortization schedule below [for that tranche] on that payment date. Unless the storm recovery bonds have been accelerated following an event of default, any excess funds remaining in the collection account after payment of principal, interest, and ongoing financing costs, including the replenishment of any amounts drawn from the capital subaccount and the release of an allowed return on the amount contributed to the capital subaccount, will be retained in the excess funds subaccount. The entire unpaid principal balance of [each tranche of] the storm recovery bonds will be due and payable on the final maturity date [for the tranche].

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If an event of default under the indenture has occurred and is continuing, the trustee or the holders of a majority in principal amount of the storm recovery bonds then outstanding may declare the unpaid principal balance of the storm recovery bonds, together with accrued interest thereon, to be due and payable. However, the nature of our business will result in payment of principal upon an acceleration of the storm recovery bonds being made as funds become available. Please read “Risks Associated with the Unusual Nature of the Storm Recovery Property-Foreclosure of the trustee’s lien on the storm recovery property for the storm recovery bonds might not be practical, and acceleration of the storm recovery bonds before maturity might have little practical effect” and “Risk Factors-You may experience material payment delays or incur a loss on your investment in the storm recovery bonds because the source of funds for payment is limited” in the accompanying prospectus. [ [if more than one tranche] If there is a shortfall in the amounts available to make principal payments on the storm recovery bonds that are due and payable, including upon an acceleration following an event of default under the indenture, the trustee will distribute principal from the collection account pro rata to each tranche of storm recovery bonds based on the principal amount then due and payable on the payment date; and if there is a shortfall in the remaining amounts available to make principal payments on the storm recovery bonds that are scheduled to be paid, the trustee will distribute principal from the collection account to each tranche of storm recovery bonds based on the principal amount then scheduled to be paid on the payment date.]

The expected sinking fund schedule below sets forth the corresponding principal payment that is scheduled to be made on each payment date for [each tranche of] the storm recovery bonds from the issuance date to the scheduled final payment date.

Expected Sinking Fund Schedule

Semi-Annual Payment Date	Tranche A‑1 Principal Payment	Tranche A‑2 Principal Payment	Tranche A‑3 Principal Payment
Tranche Size

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Total Payments

The expected amortization schedule below sets forth the principal balance that is scheduled to remain outstanding on each payment date for [each tranche of] the storm recovery bonds from the issuance date to the scheduled final payment date.

Expected Amortization Schedule

Outstanding Principal Balance Per Tranche

Semi-Annual Payment Date Tranche  A‑1 Balance Tranche  A‑2 Balance Tranche  A‑3 Balance

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Issuance Date

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We cannot assure you that the principal balance [of any tranche] of the storm recovery bonds will be reduced at the rate indicated in the tables above. The actual reduction in [tranche] principal balances may occur more slowly. The actual reduction in [tranche] principal balances will not occur more quickly than indicated in the above table, except in the case of acceleration due to an event of default under the indenture. The storm recovery bonds will not be in default if principal is not paid as specified in the schedule above. The storm recovery bonds will be in default if the principal [of any tranche] is not paid in full on or before the final maturity date [of that tranche].

On each payment date, the trustee will make principal payments to the extent the principal balance of [each tranche of] the storm recovery bonds exceeds the amount indicated for that payment date in the table above and to the extent of funds available in the collection account after payment of certain of our fees and expenses and after payment of interest.

Weighted Average Life Sensitivity

Weighted average life refers to the average amount of time from the date of issuance of a security until each dollar of principal of the security has been repaid to the investor. The rate of principal payments on [each tranche of] the storm recovery bonds, the aggregate amount of each interest payment on [each tranche of] the storm recovery bonds and the actual final payment date of [each tranche of] the storm recovery bonds will depend on the timing of the servicer’s receipt of storm recovery charges from customers. Please read “Weighted Average Life and Yield Considerations for the Storm Recovery Bonds” in the accompanying prospectus for further information. Changes in the expected weighted average lives of [the tranches of] the storm recovery bonds in relation to variances in actual energy consumption levels (retail electric sales) from forecast levels are shown below. Severe stress cases on electricity consumption result in no measurable changes in the weighted average lives [of each tranche].

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		WAL
		#VALUE!		#VALUE!
Tranche	Expected Weighted Avg. Life (“WAL”) (yrs)	WAL (yrs)	Change (days)*	WAL (yrs)	Change (days)*

^*  Number is rounded to whole days.

Assumptions

[For the purposes of preparing the above chart, the following assumptions, among others, have been made: (i) the forecast error stays constant over the life of the storm recovery bonds and is equal to an overestimate of electricity consumption of [5.0%] ([__] standard deviations from mean) or [15%] ([5.0] standard deviations from mean) and (ii) the servicer makes timely and accurate filings to true-up the storm recovery charges semi-annually (and quarterly following the last scheduled final payment date). There can be no assurance that the weighted average lives of the storm recovery bonds will be as shown.]

Fees and Expenses

As set forth in the table below, we are obligated to pay fees to ENO, as servicer, the trustee, its independent manager(s) and ENO, as administrator. The following tables illustrate this arrangement.

Recipient	Source of Payment	Fees and Expenses Payable
Servicer	storm recovery charge collections and investment earnings	$150,000 per annum (so long as ENO is servicer), payable in installments of $75,000 on each payment date, plus reimbursable expenses
Trustee	storm recovery charge collections and investment earnings	$[__] per annum, payable in installments of $[__] on each payment date, plus expenses
Independent Manager(s)	storm recovery charge collections and investment earnings	$5,000 per annum
Administrator	storm recovery charge collections and investment earnings	$100,000 per annum, payable in installments of $50,000 on each payment date
ENO return on equity investment	storm recovery charge collections and investment earnings	$[___] per annum [the product of (1) the interest rate on the final maturing tranche of storm recovery bonds and (2) 0.5% of the storm recovery bonds’ principal amount issued]

If a servicer not affiliated with ENO is appointed, the servicing fee will be negotiated by the successor servicer and us; however, the Council must approve the appointment of any replacement servicer, and the annual servicing fee may not exceed 0.60% of the aggregate initial principal amount of all outstanding storm recovery bonds without the approval of the Council and the satisfaction of the rating agency condition.

The storm recovery charges will also be used by the trustee for the payment of our other ordinary periodic operating expenses relating to the storm recovery bonds, such as accounting and audit fees, rating agency fees, legal fees and certain reimbursable costs of the servicer under the servicing agreement.

Distribution Following Acceleration

Upon an acceleration of the maturity of the storm recovery bonds, the total outstanding principal balance of and interest accrued on the storm recovery bonds will be payable, without priority of interest over principal or principal over interest [and without regard to tranche]. Although principal will be due and payable upon acceleration, the nature of our business will result in principal being paid as funds become available. Please read “Risks Associated with the Unusual Nature

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of the Storm Recovery Property-Foreclosure of the trustee’s lien on the storm recovery property for the storm recovery bonds might not be practical, and acceleration of the storm recovery bonds before maturity might have little practical effect” and “Risk Factors-You may experience material payment delays or incur a loss on your investment in the storm recovery bonds because the source of funds for payment is limited” in the accompanying prospectus.

Interest Payments

Holders of storm recovery bonds [in each tranche of storm recovery bonds] will receive interest at the rate [for that tranche] as set forth in the table on page S-[__].

Interest on [each tranche of] the storm recovery bonds will accrue from and including the date of issuance to but excluding the first payment date, and thereafter from and including the previous payment date to but excluding the applicable payment date until the storm recovery bonds have been paid in full, at the interest rate indicated in the table on page S-[__]. Each of those periods is referred to as an interest accrual period. On each payment date, we will pay interest on [each tranche of] the storm recovery bonds equal to the following amounts:

• if there has been a payment default, any interest payable but unpaid on any prior payment date, together with interest on such unpaid interest, if any, and

• accrued interest on the principal balance of [each tranche of] the storm recovery bonds from the close of business on the preceding payment date, or the date of the original issuance of the storm recovery bonds, after giving effect to all payments of principal made on the preceding payment date, if any.

Except as provided under “-Distribution Following Acceleration” in this prospectus supplement, we will pay interest on the storm recovery bonds before we pay principal on the storm recovery bonds. Please read “Description of the Storm Recovery Bonds-Interest and Principal on the Storm Recovery Bonds” in the accompanying prospectus. If there is a shortfall in the amounts available in the collection account to make interest payments on the storm recovery bonds, the trustee will distribute interest pro rata to [each tranche of] the storm recovery bonds based on the amount of interest payable [on each such outstanding tranche]. Please read “Credit Enhancement-Collection Account and Subaccounts” in this prospectus supplement. We will calculate interest on [tranches of] the storm recovery bonds on the basis of a 360-day year of twelve 30-day months.

No Optional Redemption

We may not voluntarily redeem [any tranche of] the storm recovery bonds prior to the scheduled final payment date [for such tranche].

CREDIT ENHANCEMENT

Credit enhancement for the storm recovery bonds is intended to protect you against losses or delays in scheduled payments on your storm recovery bonds. Please read “Risk Factors-You may experience material payment delays or incur a loss on your investment in the storm recovery bonds because the source of funds for payment is limited” in the accompanying prospectus.

True-Up Mechanism

As authorized by the Securitization Law, the financing order requires that storm recovery charges be adjusted at least semi-annually to correct any overcollections or undercollections in the preceding six months and must be adjusted quarterly following the last scheduled final payment date until all storm recovery bonds and associated costs are paid in full. The initial true up is scheduled to occur on or about [May 1, 2016]. The financing order also authorizes the servicer to make interim true-up adjustments if the servicer forecasts that storm recovery charge collections will be insufficient to make all scheduled payments of principal, interest and other financing costs in respect of the storm recovery bonds during the current or next succeeding semi-annual period and to replenish any draws upon the capital subaccount. These adjustments are intended to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the storm recovery bonds.

There is no “cap” on the level of storm recovery charges that may be imposed on customers to pay on a timely basis scheduled principal and interest on the storm recovery bonds. Through the true-up mechanism, all customers cross share in the liabilities of all other customers for the payment of storm recovery charges.

The Council will have 15 days after the date of the true-up filing in which to confirm the mathematical accuracy of the servicer’s adjustment, after which the charge will be effective.

The financing order concludes that the true-up mechanism and all other obligations of the State and the Council set forth in the financing order are direct, explicit, irrevocable and unconditional upon issuance of the storm recovery bonds, and

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are legally enforceable against the State and the Council. Please read “ENO’s Financing Order-True‑Ups” and “The Servicing Agreement-The Storm Recovery Charge Adjustment Process” in the accompanying prospectus.

Collection Account and Subaccounts

The trustee will establish a collection account for the storm recovery bonds to hold the capital contribution from ENO and collected storm recovery charges daily remitted to the trustee by the servicer. The collection account will consist of various subaccounts, including the following:

• the general subaccount,

• the excess funds subaccount, and

• the capital subaccount.

For administrative purposes, the subaccounts may, but need not, be established as separate accounts which will be recognized individually as subaccounts and collectively as the collection account. Withdrawals from and deposits to these subaccounts will be made as described below in this prospectus supplement and under “Security for the Storm Recovery Bonds-Description of Indenture Accounts” and “-How Funds in the Collection Account Will Be Allocated” in the accompanying prospectus.

The General Subaccount. The trustee will deposit collected storm recovery charges remitted to it by the servicer with respect to the storm recovery bonds into the general subaccount together with investment earnings on amounts in the subaccounts in the collection account. On each payment date, the trustee will allocate amounts in the general subaccount as described under “-How Funds in the Collection Account Will Be Allocated” below.

The Excess Funds Subaccount. The excess funds subaccount will be funded with collected storm recovery charges and earnings on amounts in the subaccounts in the collection account in excess of the amount necessary to pay on any payment date:

• fees and expenses, including any indemnity payments, of the trustee, our independent manager(s), the servicer and the administrator and other fees, expenses, costs and charges,

• principal and interest payments on the storm recovery bonds required to be paid or scheduled to be paid on that payment date,

• any amount required to replenish any amounts drawn from the capital subaccount, and

• amounts necessary to pay ENO its return on investment in the capital subaccount.

The periodic adjustments of the storm recovery charges will be calculated to eliminate any amounts held in the excess funds subaccount. These adjustments generally will occur semi-annually, quarterly or on an interim basis if the servicer forecasts that storm recovery charge collections will be insufficient to make all scheduled payments of principal, interest and other amounts in respect of the storm recovery bonds during the current or next succeeding semi-annual period and to replenish any draws upon the capital subaccount.

If amounts available in the general subaccount are not sufficient to pay the fees and expenses due on any payment date, to make required or scheduled payments to the bondholders and to replenish any amounts drawn from the capital subaccount, the trustee will first draw on any amounts in the excess funds subaccount to make those payments.

The Capital Subaccount. On the date we issue the storm recovery bonds, ENO will deposit $[__] into the capital subaccount as a capital contribution to us, which is equal to 0.5% of the initial principal balance of the storm recovery bonds. The capital contribution has been set at a level sufficient to obtain the ratings on the storm recovery bonds described under “Ratings for the Storm Recovery Bonds” in the accompanying prospectus. If amounts available in the general subaccount and the excess funds subaccount are not sufficient to make required or scheduled payments to the bondholders and to pay the fees and expenses specified in the indenture due on any payment date, the trustee will draw on amounts in the capital subaccount to make those payments. We will be entitled to earn a return on our capital contribution as described in this prospectus supplement and the accompanying prospectus.

How Funds in the Collection Account Will Be Allocated

Amounts remitted by the servicer to the trustee with respect to the storm recovery bonds, including any indemnity amounts, and all investment earnings on amounts in the subaccounts in the collection account will be deposited into the general subaccount of the collection account.

On each payment date, the trustee will allocate or pay all amounts on deposit in the general subaccount of the collection account for the storm recovery bonds in the following priority:

1. payment of the trustee’s fees, expenses and any outstanding indemnity amounts in an amount not to exceed $1 million in any 12-month period,

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2. payment of the servicing fee, relating to the storm recovery bonds described in the table on page S-[__] of this prospectus supplement, plus any unpaid servicing fees from prior payment dates,

3. payment of the administration fee, and of the fees of our independent manager(s), which will be in an amount specified in an agreement between us and our independent manager(s), each as described in the table on page S-[__] of this prospectus supplement, in each case with any unpaid administration or management fees from prior payment dates,

4. payment of all of our other ordinary periodic operating expenses relating to the storm recovery bonds, such as accounting and audit fees, rating agency fees, legal fees and reimbursable costs of the servicer under the servicing agreement,

5. payment of the interest then due on the storm recovery bonds, including any past-due interest,

6. payment of principal then required to be paid on the storm recovery bonds as a result of acceleration upon an event of default or at final maturity,

7. payment of principal then scheduled to be paid on the storm recovery bonds in accordance with the sinking fund schedule set forth on page S-[__] of this prospectus supplement, including any previously unpaid scheduled principal,

8. payment of any of our remaining unpaid operating expenses and any remaining amounts owed pursuant to the basic documents, including any such amounts owed to the trustee but unpaid due to the limitation in clause 1 above,

9. replenishment of any amounts drawn from the capital subaccount for the storm recovery bonds,

10. so long as no event of default under the indenture has occurred or is continuing, payment to us for remittance to ENO of an annual return on ENO’s capital contribution calculated at a rate equal to [___]% [the interest rate on the final maturing tranche of storm recovery bonds] of the capital contribution, or $[__] annually, together with any unpaid amounts from prior years,

11. allocation of the remainder, if any, to the excess funds subaccount, and

12. after the storm recovery bonds have been paid in full and discharged, the balance, together with all amounts in the capital subaccount and the excess funds subaccount, to us free and clear of the lien of the indenture.

If, on any payment date, funds in the general subaccount are insufficient to make the allocations or payments contemplated by clauses 1 through 9 of the first paragraph of this subsection, the trustee will draw from amounts on deposit in the following subaccounts in the following order up to the amount of the shortfall:

13. from the excess funds subaccount for allocations and payments contemplated in clauses 1 through 9, and

14. from the capital subaccount for allocations and payments contemplated in clauses 1 through 8.

[If, on any payment date, available collections of storm recovery charges allocable to the storm recovery bonds, together with available amounts in the related subaccounts, are not sufficient to pay interest due on all outstanding storm recovery bonds on that payment date, amounts available will be allocated pro rata based on the amount of interest payable on [each tranche of] the storm recovery bonds. If, on any payment date, remaining collections of storm recovery charges allocable to the storm recovery bonds, together with available amounts in the subaccounts, are not sufficient to pay principal due and payable on all outstanding storm recovery bonds on that payment date, amounts available will be allocated pro rata based on the principal amount [of each tranche] then due and payable.] [If, on any payment date, remaining collections of storm recovery charges allocable to the storm recovery bonds, together with available amounts in the subaccounts, are not sufficient to pay principal scheduled to be paid on all outstanding storm recovery bonds, amounts available will be allocated sequentially to each tranche then scheduled to be paid on the payment date.] If the trustee uses amounts on deposit in the capital subaccount to pay those amounts or make those transfers, as the case may be, subsequent adjustments to the related storm recovery charges will take into account, among other things, the need to replenish those amounts.

THE STORM RECOVERY CHARGES

Beginning on or about [__], 2015, the initial storm recovery charges will be imposed on retail electric customers. The initial storm recovery charge is estimated to be [__]% of forecasted base revenues for each customer (regardless of class). The servicer must remit storm recovery charges to the trustee within two servicer business days of receipt thereof. These storm recovery charges must be adjusted semi-annually (or more often) by the servicer in accordance with the financing order. Please read “Description of the Storm Recovery Property-Creation of Storm Recovery Property; Financing Order” in the accompanying prospectus.

We estimate that the initial monthly storm recovery charges for a typical residential customer using 1,000 kWh of electricity will be approximately $[__].

UNDERWRITING THE STORM RECOVERY BONDS

Subject to the terms and conditions in the underwriting agreement among us, ENO and [Citigroup Global Markets Inc.] (the underwriter), we have agreed to sell to the underwriter, and the underwriter has agreed to purchase, the storm

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recovery bonds. Under the underwriting agreement, the underwriter will take and pay for all of the storm recovery bonds we offer, if any, are taken. If the underwriter defaults, the underwriting agreement provides that the underwriting agreement may be terminated.

The Underwriter’s Sales Price for the Storm Recovery Bonds

The storm recovery bonds sold by the underwriter to the public will be initially offered at the price[s] to the public set forth on the cover of this prospectus supplement. The underwriter proposes initially to offer the storm recovery bonds to dealers at such price[s], less a selling concession not to exceed the percentage listed below [for each tranche]. The underwriter may allow, and dealers may reallow, a discount not to exceed the percentage listed below [for each tranche].

	Selling Concession	Reallowance Discount
Tranche A‑1
Tranche A‑2
Tranche A‑3

After the initial public offering, the public offering price[s], selling concession[s] and reallowance discount[s] may change.

No Assurance as to Resale Price or Resale Liquidity for the Storm Recovery Bonds

The storm recovery bonds are a new issue of securities with no established trading market. They will not be listed on any securities exchange. The underwriter has advised us that it intends to make a market in the storm recovery bonds, but it is not obligated to do so and may discontinue market making at any time without notice. We cannot assure you that a liquid trading market will develop for the storm recovery bonds.

Various Types of Underwriter Transactions That May Affect the Price of the Storm Recovery Bonds

The underwriter may engage in overallotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids with respect to the storm recovery bonds in accordance with Regulation M under the Securities Exchange Act of 1934. Overallotment transactions involve syndicate sales in excess of the offering size, which create a syndicate short position. Stabilizing transactions are bids to purchase the storm recovery bonds, which are permitted, so long as the stabilizing bids do not exceed a specific maximum price. Syndicate covering transactions involve purchases of the storm recovery bonds in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the storm recovery bonds originally sold by the syndicate member are purchased in a syndicate covering transaction. These overallotment transactions, stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the storm recovery bonds to be higher than they would otherwise be. Neither we, ENO, the trustee, our managers nor the underwriter represent that the underwriter will engage in any of these transactions or that these transactions, if commenced, will not be discontinued without notice at any time.

[We expect that delivery of the storm recovery bonds will be made on or about [________, 2015] (such settlement being referred to as “T+[5]”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in three business days (such settlement referred to as “T+3”), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the storm recovery bonds on the date of this prospectus supplement or on the next business day will be required, by virtue of the fact that the storm recovery bonds initially will settle at T+[5], to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the storm recovery bonds who wish to trade the storm recovery bonds on the date of pricing or the next business day should consult their advisors.]

The underwriter and its affiliates have in the past provided, and may in the future from time to time provide, investment banking and general financing and banking services to ENO and its affiliates for which they have in the past received, and in the future may receive, customary fees. In addition, the underwriter may from time to time take positions in the storm recovery bonds.

We estimate that the total expenses of the offering to be paid from the proceeds of the sale of the storm recovery bonds will be $[__________].

We and ENO have agreed to indemnify the underwriter against some liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriter may be required to make in respect of those liabilities.

The underwriter is offering the storm recovery bonds, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters, including the validity of the storm recovery bonds and other conditions contained in

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the underwriting agreement, such as receipt of ratings confirmations, officers’ certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject offers in whole or in part.

USE OF PROCEEDS

We will use the net proceeds from the sale of the storm recovery bonds to pay the upfront financing costs of the transaction, including among others, expenses of the authorization, issuance and sale of the storm recovery bonds, and to purchase the storm recovery property from ENO.  ENO will use the net proceeds from the sale of the storm recovery property to reimburse itself for upfront financing costs incurred by it in connection with the transaction, to reimburse itself for storm recovery costs and to fund and replenish its storm recovery reserve.

Up-front financing costs incurred in connection with issuance and sale of the storm recovery bonds and the creation and acquisition of the storm recovery property, net of underwriting discounts and commissions of $[__], are expected to be approximately $[__]. An aggregate of approximately $[50,000] of such financing costs are payable to the servicer in connection with set-up costs, including costs incurred in connection with establishing the issuing entity.

THE TRUSTEE

The Bank of New York Mellon, a New York banking corporation, will be the trustee under the indenture. See “The Trustee” in the accompanying prospectus.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Sidley Austin LLP, counsel to us and to ENO, interest paid on the storm recovery bonds generally will be taxable to a U.S. bondholder as ordinary interest income at the time it accrues or is received in accordance with the U.S. bondholder’s method of accounting for U.S. federal income tax purposes. Sidley Austin LLP has also issued an opinion, based on Revenue Procedure 2005-62, 2005-2 CB 507, that, for federal income tax purposes (1) we will not be treated as a taxable entity separate and apart from ENO, our sole member, and (2) the storm recovery bonds will constitute indebtedness of ENO. Each beneficial owner of a bond, by acquiring a beneficial interest, agrees to treat such bond as indebtedness of our sole member secured by the collateral for federal (and, to the extent applicable, state) income tax purposes unless otherwise required by appropriate taxing authorities. Please read “Material U.S. Federal Income Tax Consequences” and “Material Louisiana Income Tax Consequences” in the accompanying prospectus.

MATERIAL LOUISIANA INCOME TAX CONSEQUENCES

In the opinion of Phelps Dunbar, L.L.P., counsel to us and to ENO, interest paid on the storm recovery bonds generally will be taxed for Louisiana income tax purposes consistently with its taxation for U.S. federal income tax purposes (although certain corporate bondholders may be entitled to a deduction from Louisiana gross income for interest received on the storm recovery bonds) and (assuming that the storm recovery bonds will be treated as debt obligations of ENO for U.S. federal income tax purposes) such interest received by an entity or person not otherwise subject to Louisiana corporate or individual income tax will not be subject to Louisiana income tax. Phelps Dunbar, L.L.P. has also issued an opinion that for Louisiana income tax purposes (1) we will not be treated as a taxable entity separate and apart from ENO, our sole member, and (2) the storm recovery bonds will constitute indebtedness of ENO, assuming, in each case, that such treatment applies for U.S. federal income tax purposes. Please read “Material U.S. Federal Income Tax Consequences” and “Material Louisiana Income Tax Consequences” in the accompanying prospectus.

WHERE YOU CAN FIND MORE INFORMATION

To the extent that we are required by law to file such reports and information with the Securities and Exchange Commission, or the SEC, under the Exchange Act, we will file annual, quarterly and current reports and other information with the SEC. We are incorporating by reference any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering, excluding any information that is furnished to, and not filed with, the SEC. These reports will be filed under our own name as issuing entity. Please read “Where You Can Find More Information” in the accompanying prospectus. Under the indenture, we may voluntarily suspend or terminate our filing obligations as issuing entity with the SEC, to the extent permitted by applicable law.

LEGAL PROCEEDINGS

There are no legal or governmental proceedings pending against us, the sponsor, seller, trustee, or servicer, or of which any property of the foregoing is subject, that is material to the holders of the storm recovery bonds.

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LEGAL MATTERS

Certain legal matters relating to the storm recovery bonds, including certain U.S. federal income tax matters and certain Louisiana state tax matters, will be passed on by Sidley Austin LLP, counsel to ENO and the issuing entity, by Phelps Dunbar, L.L.P., Louisiana counsel to ENO and the issuing entity, and by Pillsbury Winthrop Shaw Pittman LLP, counsel to the underwriter. Pillsbury Winthrop Shaw Pittman LLP has from time to time performed services for affiliates of ENO.

OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS

NOTICE TO RESIDENTS OF SINGAPORE

THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS HAS NOT BEEN REGISTERED AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE, AND THE BONDS WILL BE OFFERED PURSUANT TO EXEMPTIONS UNDER THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE “SECURITIES AND FUTURES ACT”). ACCORDINGLY, THE BONDS MAY NOT BE OFFERED OR SOLD OR MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE NOR MAY THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF BONDS BE CIRCULATED OR DISTRIBUTED WHETHER DIRECTLY OR INDIRECTLY TO ANY PERSON IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SECURITIES AND FUTURES ACT, (II) TO A RELEVANT PERSON PURSUANT TO SECTION 275(1) OF THE SECURITIES AND FUTURES ACT, OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SECURITIES AND FUTURES ACT, AND IN ACCORDANCE WITH THE CONDITIONS, SPECIFIED IN SECTION 275 OF THE SECURITIES AND FUTURES ACT, OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SECURITIES AND FUTURES ACT.

WHERE THE BONDS ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SECURITIES AND FUTURES ACT BY A RELEVANT PERSON WHICH IS:

(A)    A CORPORATION (WHICH IS NOT AN ‘‘ACCREDITED INVESTOR’’ AS DEFINED IN SECTION 4 OF THE SECURITIES AND FUTURES ACT) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR

(B)     A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY OF THE TRUST IS AN INDIVIDUAL WHO IS AN ACCREDITED INVESTOR,

SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST HOWEVER DESCRIBED, IN THAT TRUST SHALL NOT BE TRANSFERABLE WITHIN SIX MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE FOREGOING SECURITIES PURSUANT TO OFFER MADE UNDER SECTION 275 OF THE SECURITIES AND FUTURES ACT EXCEPT:

(1)    TO AN INSTITUTIONAL INVESTOR (FOR CORPORATIONS, UNDER SECTION 274 OF THE SECURITIES AND FUTURES ACT) OR TO A RELEVANT PERSON DEFINED IN SECTION 275(2) OF THE SECURITIES AND FUTURES ACT, OR TO ANY PERSON PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SECURITIES OF THAT CORPORATION OR SUCH RIGHTS AND INTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN US$200,000 (OR ITS EQUIVALENT IN ANY FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHER ASSETS, AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275 OF THE SECURITIES AND FUTURES ACT;

(2)     WHERE NO CONSIDERATION IS OR WILL BE GIVEN FOR THE TRANSFER; OR

(3)     WHERE THE TRANSFER IS BY OPERATION OF LAW.

NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA

THE BONDS SHALL NOT BE OFFERED OR SOLD IN THE PEOPLE’S REPUBLIC OF CHINA, EXCLUDING HONG KONG, MACAU AND TAIWAN, (THE “PRC”) AS PART OF THE INITIAL DISTRIBUTION OF THE BONDS.

THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN THE PRC.

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THE PRC DOES NOT REPRESENT THAT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS MAY BE LAWFULLY DISTRIBUTED, OR THAT ANY BONDS MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE ISSUING ENTITY WHICH WOULD PERMIT A PUBLIC OFFERING OF ANY BONDS OR THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN THE PRC. ACCORDINGLY, THE BONDS ARE NOT BEING OFFERED OR SOLD WITHIN THE PRC BY MEANS OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR ANY OTHER DOCUMENT. NEITHER THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. THE STATE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY APPROVALS, REGISTRATION OR FILING PROCEDURES REQUIRED BY THE PRC INVESTORS IN CONNECTION WITH THEIR SUBSCRIPTIONS UNDER THIS PROSPECTUS SUPPLEMENT UNDER THE LAWS OF THE PRC AS WELL AS ANY OTHER REQUIREMENTS UNDER OTHER FOREIGN LAWS.

NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA

THE BONDS SHALL NOT BE OFFERED OR SOLD IN THE PEOPLE’S REPUBLIC OF CHINA, EXCLUDING HONG KONG, MACAU AND TAIWAN, (THE “PRC”) AS PART OF THE INITIAL DISTRIBUTION OF THE BONDS.

THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THE OFFER OR SOLICITATION IN THE PRC.

THE PRC DOES NOT REPRESENT THAT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS MAY BE LAWFULLY DISTRIBUTED, OR THAT ANY BONDS MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE ISSUING ENTITY WHICH WOULD PERMIT A PUBLIC OFFERING OF ANY BONDS OR THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN THE PRC. ACCORDINGLY, THE BONDS ARE NOT BEING OFFERED OR SOLD WITHIN THE PRC BY MEANS OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR ANY OTHER DOCUMENT. NEITHER THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. THE STATE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY APPROVALS, REGISTRATION OR FILING PROCEDURES REQUIRED BY THE PRC INVESTORS IN CONNECTION WITH THEIR SUBSCRIPTIONS UNDER THIS PROSPECTUS SUPPLEMENT UNDER THE LAWS OF THE PRC AS WELL AS ANY OTHER REQUIREMENTS UNDER OTHER FOREIGN LAWS.

NOTICE TO RESIDENTS OF JAPAN

THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE ACT OF JAPAN (ACT NO. 25 OF 1948, AS AMENDED, THE “FINANCIAL INSTRUMENTS AND EXCHANGE ACT”), AND EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT WILL NOT OFFER OR SELL ANY OF THE BONDS, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT OF JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO, OR FOR THE BENEFIT OF OTHERS FOR REOFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO A RESIDENT OF JAPAN, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH THE FINANCIAL INSTRUMENTS AND EXCHANGE ACT AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIAL GUIDELINES AND REGULATIONS OF JAPAN.

NOTICE TO RESIDENTS OF HONG KONG

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL IN HONG KONG, BY MEANS OF ANY DOCUMENT, ANY BONDS OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG AND ANY RULES MADE UNDER THAT ORDINANCE; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES ORDINANCE (CAP. 32) OF HONG KONG OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THAT ORDINANCE; AND IT HAS NOT ISSUED OR HAD IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, AND WILL

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NOT ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE BONDS, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO BONDS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) AND ANY RULES MADE UNDER THAT ORDINANCE.

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

IN RELATION TO EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”), EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE IT HAS NOT MADE AND WILL NOT MAKE AN OFFER OF THE STORM RECOVERY BONDS WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:

(A)    SOLELY TO QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE);

(B)    TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE), SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE RELEVANT UNDERWRITER OR UNDERWRITERS NOMINATED BY THE ISSUING ENTITY FOR ANY SUCH OFFER; OR

(C)    IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE,

PROVIDED THAT NO SUCH OFFER OF THE STORM RECOVERY BONDS SHALL REQUIRE THE ISSUING ENTITY OR ANY UNDERWRITER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

FOR PURPOSES OF THIS PROVISION, THE EXPRESSION AN “OFFER OF THE STORM RECOVERY BONDS TO THE PUBLIC” IN RELATION TO ANY STORM RECOVERY BONDS IN ANY RELEVANT MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE STORM RECOVERY BONDS TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE FOR THE STORM RECOVERY BONDS, AS THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE, THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EU (AS AMENDED, INCLUDING BY DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE.

NOTICE TO RESIDENTS OF UNITED KINGDOM

EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT (I) IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE “FSMA”)) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OF THE STORM RECOVERY BONDS IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TO THE ISSUING ENTITY; AND (II) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE STORM RECOVERY BONDS IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

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Subject to Completion

Preliminary Prospectus Dated [_____], 2015

PROSPECTUS

Entergy New Orleans

Storm Recovery Funding I, L.L.C.

Issuing Entity

Senior Secured Storm Recovery Bonds

Entergy New Orleans, Inc.

Seller, Initial Servicer and Sponsor

________________

You should carefully consider the Risk Factors beginning on page [11] of this prospectus before you invest in the storm recovery bonds.

We, the issuing entity, may, in the future, issue the storm recovery bonds as described in this prospectus. The storm recovery bonds may have one or more tranches. The storm recovery bonds represent only our obligations and are backed only by our assets. Entergy New Orleans, Inc. and its affiliates, other than us, are not liable for any payments on the storm recovery bonds. The storm recovery bonds are not a debt or general obligation of the State of Louisiana, or the City of New Orleans, or of any agency, political subdivision or instrumentality of either such entity. Except in their capacity as customers, neither the State of Louisiana, the City of New Orleans nor any other agency, political subdivision or instrumentality, nor any other public or private entity, will be obligated to provide funds for the payment of the storm recovery bonds. Neither the full faith and credit nor the taxing power of the State of Louisiana or the City of New Orleans is pledged to the payment of the principal of, or interest on, the storm recovery bonds.

We are a special purpose entity and own no property other than the collateral described in this prospectus. The collateral is the sole source of payment for the storm recovery bonds.

We may offer and sell the storm recovery bonds by use of this prospectus. We will provide the specific terms of any offerings in one or more supplements to this prospectus. You should read this prospectus and the related prospectus supplement carefully before you invest in the storm recovery bonds. This prospectus may not be used to offer and sell the storm recovery bonds unless accompanied by a prospectus supplement.

________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

________________

The date of this prospectus is [date], 2015.

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TABLE OF CONTENTS

READING THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT 1

PROSPECTUS SUMMARY 2

Summary of the Storm Recovery Bonds 2

Parties to Transaction and Responsibilities 5

Flow of Funds 5

The Collateral 6

The Storm Recovery Property 6

Interest Payments 7

Principal Payments and Record Dates and Payment Sources 7

Priority of Distributions 7

Credit Enhancement 8

State and Council Pledges 8

No Optional Redemption 9

Scheduled Final Payment Dates and Final Maturity Dates 9

Ratings for the Storm Recovery Bonds 9

Reports to Storm Recovery Bondholders 9

Servicing Compensation 9

Tax Status 10

ERISA Considerations 10

RISK FACTORS 11

RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE OR REGULATORY ACTIONS 11

SERVICING RISKS 13

RISK ASSOCIATED WITH THE UNUSUAL NATURE OF THE STORM RECOVERY PROPERTY 15

STORM RELATED RISK 15

Storm damage to ENO’s operations could impair payment of the storm recovery bonds. 15

RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR THE SERVICER 15

OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE STORM RECOVERY BONDS 18

REVIEW OF STORM RECOVERY PROPERTY 21

THE SECURITIZATION LAW 22

ENO’S FINANCING ORDER 22

ENO’s Securitization Proceeding and Financing Order. 22

Collection of Storm Recovery Charges 22

Issuance Advice Letter 22

Tariff 22

True-Ups 22

Servicing Agreement 22

Binding on Successors 22

DESCRIPTION OF THE STORM RECOVERY PROPERTY 22

Creation of Storm Recovery Property; Financing Order 22

Calculation of Storm Recovery Charges 22

Tariffs Imposing Storm Recovery Charges 22

Billing and Collection Terms and Conditions 22

THE DEPOSITOR, SELLER, INITIAL SERVICER AND SPONSOR 22

General 22

Municipalization 22

ENO Customer Base and Electric Energy Consumption 22

Percentage Concentration Within ENO’s Large Commercial Customers 22

Forecasting Electricity Consumption 22

Credit Policy; Billing Process; Collections Process; Termination of Service; Weather Rules 22

Write-off and Delinquency Experience 22

Delinquencies 22

Servicing Experience Relating to Storm Recovery Charges 22

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., THE ISSUING ENTITY 22

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Restricted Purpose 22

Our Relationship with ENO 22

Our Management 22

Manager Fees and Limitation on Liabilities 22

We Are a Separate and Distinct Legal Entity from ENO 22

Administration Agreement 22

USE OF PROCEEDS 22

DESCRIPTION OF THE STORM RECOVERY BONDS 22

General 22

Interest and Principal on the Storm Recovery Bonds 22

Payments on the Storm Recovery Bonds 22

Registration, Transfer and Denominations of the Storm Recovery Bonds 22

Storm Recovery Bonds Will Be Issued in Book-Entry Form 22

Definitive Storm Recovery Bonds 22

No Optional Redemption 22

Access of Bondholders 22

Reports to Bondholders 22

We and the Trustee May Modify the Indenture 22

Our Covenants 22

Events of Default; Rights Upon Event of Default 22

Actions by Bondholders 22

Annual Report of Trustee 22

Annual Compliance Statement 22

Satisfaction and Discharge of Indenture 22

Our Legal and Covenant Defeasance Options 22

THE TRUSTEE 22

SECURITY FOR THE STORM RECOVERY BONDS 22

General 22

Pledge of Collateral 22

Security Interest in the Collateral 22

Right of Foreclosure 22

Description of Indenture Accounts 22

How Funds in the Collection Account Will Be Allocated 22

State and Council Pledges 22

WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS FOR THE STORM

RECOVERY BONDS 22

THE SALE AGREEMENT 22

Sale and Assignment of the Storm Recovery Property 22

Conditions to the Sale of Storm Recovery Property 22

Seller Representations and Warranties 22

Covenants of the Seller 22

Indemnification 22

Successors to the Seller 22

Amendment 22

THE SERVICING AGREEMENT 22

Servicing Procedures 22

Servicing Standards and Covenants 22

The Storm Recovery Charge Adjustment Process 22

Remittances to Collection Account 22

Servicing Compensation 22

Servicer Representations and Warranties; Indemnification 22

The Servicer Will Indemnify Us and Certain Other Entities in Limited Circumstances 22

Alternative Energy Suppliers 22

Evidence as to Compliance 22

Matters Regarding the Servicer 22

Servicer Defaults 22

Rights Upon a Servicer Default 22

Waiver of Past Defaults 22

Successor Servicer 22

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Amendment 22

HOW A BANKRUPTCY MAY AFFECT YOUR INVESTMENT 22

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 22

General 22

Taxation of the Issuing Entity and Characterization of the Storm Recovery Bonds 22

Tax Consequences To U.S. Holders 22

Tax Consequences to Non-U.S. Holders 22

Reporting and Backup Withholding 22

MATERIAL LOUISIANA INCOME TAX CONSIDERATIONS 22

ERISA CONSIDERATIONS 22

General 22

Regulation of Assets Included in a Plan 22

Prohibited Transaction Exemptions 22

Representation and Warranty 22

Consultation with Counsel 22

PLAN OF DISTRIBUTION 22

RATINGS FOR THE STORM RECOVERY BONDS 22

WHERE YOU CAN FIND MORE INFORMATION 22

LEGAL MATTERS 22

GLOSSARY OF DEFINED TERMS 22

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READING THIS PROSPECTUS AND THE ACCOMPANYING SUPPLEMENT

This prospectus is part of a registration statement we have filed with the SEC using a “shelf” registration process. By using this process, we may offer the storm recovery bonds in the future. This prospectus provides you with a general description of the storm recovery bonds we may offer. When we offer storm recovery bonds, we will provide a supplement to this prospectus. The prospectus supplement will describe the specific terms of the offering. The prospectus supplement may also contain information that supplements the information contained in this prospectus, and you should rely on the supplementary information in that prospectus supplement. Please read carefully this prospectus, the prospectus supplement and the information, if any, contained in the documents we refer to in this prospectus under the heading “Where You Can Find More Information.”

References in this prospectus and the prospectus supplement to the terms we, us or the issuing entity mean Entergy New Orleans Storm Recovery Funding I, L.L.C. References to ENO, the seller or the sponsor mean Entergy New Orleans, Inc. or to any successor to the rights and obligations of ENO under the sale agreement referred to in this prospectus. References to the servicer refer to ENO in that capacity and any successor servicer under the servicing agreement referred to in this prospectus. Unless the context otherwise requires, the term customer or retail electric customer means any existing or future customer receiving transmission or distribution retail electric service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council of the City of New Orleans. References to the Council refer to the Council of the City of New Orleans. References to the Securitization Law mean Act 64 of 2006, The Louisiana Electric Utility Storm Recovery Securitization Act, established by the Louisiana legislature, providing for a financing mechanism through which electric utilities can use securitization financing for storm recovery costs, including the financing of a storm recovery reserve, by issuing “storm recovery bonds.” You can find a glossary of some of the other defined terms we use in this prospectus on page [__] of this prospectus.

We have included cross-references to sections in this prospectus where you can find further related discussions. You can also find key topics in the table of contents on the preceding pages. Check the table of contents to locate these sections.

You should rely only on the information contained or incorporated by reference in this prospectus and the prospectus supplement. We have not authorized anyone else to provide you with any different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the storm recovery bonds in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is current only as of the date of this prospectus.

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PROSPECTUS SUMMARY

This summary contains a brief description of the storm recovery bonds we may offer by use of this prospectus. You will find a more detailed description of the terms of the offering of the storm recovery bonds following this summary. You should carefully consider the Risk Factors beginning on page [__] of this prospectus before you invest in the storm recovery bonds.

Summary of the Storm Recovery Bonds

The issuing entity: Entergy New Orleans Storm Recovery Funding I, L.L.C. is a direct, wholly owned subsidiary of ENO and a limited liability company formed under Louisiana law. We were formed solely to purchase and own storm recovery property, to issue storm recovery bonds secured by storm recovery property and to perform any activity incidental thereto. We have agreed in the indenture that the storm recovery bonds are the only storm recovery bonds we will issue under the Securitization Law. Please read “Entergy New Orleans Storm Recovery Funding I, L.L.C., The Issuing Entity.”

Our address: 1600 Perdido Street, L-MAG - 505A, New Orleans, Louisiana 70112

Our telephone number: (504) 670-3700

Seller, initial servicer and sponsor

of the storm recovery property: ENO is a corporation organized under the laws of the State of Louisiana. ENO is an electric and gas public utility providing services to customers in the City of New Orleans, Louisiana since 1926. Pursuant to state law, ENO is under the exclusive regulatory supervision of the Council (except only for public safety matters which are subject to the jurisdiction of the Louisiana Public Service Commission). ENO is also subject to the jurisdiction of the Federal Energy Regulatory Commission, or FERC, under the Federal Power Act with respect to the sale of electricity for resale, transmission of electricity in interstate commerce, acquisitions and divestitures of utility assets, certain affiliate transactions and other matters. As of December 31, 2014, ENO provided electric service to approximately 171,120 retail electric customers. The retail electric customer base includes a mix of residential, commercial and diversified industrial retail customers. During the twelve months ended December 31, 2014, ENO’s total retail electric deliveries to its customers were approximately 9% industrial, 39% commercial, 37% residential and 15% government and municipal. During the twelve months ended December 31, 2014, ENO delivered approximately 5.2 billion kilowatt hours of electricity resulting in billed electric revenue of $485.8 million.

ENO has pending before the Council a proposal to assume the obligation to provide retail electric service to approximately 22,000 customers in the 15^th Ward of the City of New Orleans on the west bank of the Mississippi River (Algiers) currently served by its affiliate, Entergy Louisiana, LLC, referred to as Entergy Louisiana. If this transaction is approved these customers will also be subject to the storm recovery charge.

All of the common stock of ENO is held by Entergy Corporation, referred to as Entergy, a Delaware corporation based in New Orleans, Louisiana. Entergy is an integrated energy company engaged primarily in electric power production and retail distribution operations. Neither ENO nor Entergy nor any other affiliate (other than us) is an obligor of the storm recovery bonds.

ENO’s address: 1600 Perdido Street, New Orleans, Louisiana 70112

ENO’s telephone number: (504) 670-3700

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The trustee: The trustee for the of storm recovery bonds will be The Bank of New York Mellon, a New York banking corporation. Please read “The Trustee.”

Transaction overview: On January 15, 2015, the Council issued its Resolution No. 15-17 determining that ENO could recover costs including the replenishment of storm reserves relating to the damage caused by Hurricane Isaac. The Council authorized ENO to pursue the recovery of such costs through securitization under the Securitization Law, which was passed by the Louisiana legislature in 2006. This Securitization Law established a new financing vehicle by which electric utilities could use securitization financing to recover storm costs and fund storm reserves. The Securitization Law is codified at Louisiana Revised Statutes 45:1226-1236.

The Securitization Law authorizes electric utilities in Louisiana, including ENO, upon approval by the Louisiana Public Service Commission (sometimes referred to herein as the LPSC), or, in the case of electric utilities furnishing service within the City of New Orleans (like ENO), upon approval by the Council, to finance the recovery of costs incurred to restore service and repair and reconstruct facilities following a tropical storm or hurricane. These costs, which may include the funding of storm reserves, are referred to under the Securitization Law and in this prospectus as storm recovery costs, and the costs of issuing storm recovery bonds, which are referred to as upfront financing costs, through the issuance of storm recovery bonds. We sometimes refer to the storm recovery bonds as the bonds.

A Louisiana utility proposing to finance storm recovery costs through storm recovery bonds must apply to the LPSC or the Council, as the case may be, for a financing order under the Securitization Law. ENO applied to the Council for a financing order under the Securitization Law, and the financing order was issued by the Council on May 14, 2015. The financing order authorizes the issuance of approximately $99.0 million in bonds (based upon an assumed June 30, 2015 issuance date). The financing order will become final and non-appealable on June 16, 2015. Any references in this prospectus to the financing order, unless the context indicates otherwise, are to this financing order issued on May 14, 2015. Please read “ENO’s Financing Order.”

Pursuant to the Securitization Law, the Council may adopt a financing order that imposes, for payment of the storm recovery bonds and ongoing financing costsfor supporting and servicing the storm recovery bonds, an irrevocable, nonbypassable storm recovery charge on ENO customers. Customer means any existing or future customer receiving transmission or distribution retail electric service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council. Under current law, customers cannot buy their electricity from alternative electricity suppliers. Certain self-generation is excluded from the calculation of the storm recovery charges under the financing order as described in this prospectus. The amount and terms for collections of these storm recovery charges are governed by the financing order issued by the Council.

The Securitization Law permits an electric utility to transfer its rights and interests under a financing order, including the right to impose, bill, charge, collect and receive storm recovery charges, to a special purpose entity formed by the electric utility to issue debt securities secured by the right to receive revenues arising from the storm recovery charges. The electric utility’s right to receive the storm recovery charges, all revenues and collections resulting from the storm recovery charges and its other rights and interests under a financing order (except ENO’s right to seek to recover certain remaining upfront financing costs from other rates and charges, and subject to the terms of the indenture, its rights to recover servicing and administration fees and a return on capital) constitute storm recovery

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property. The storm recovery property was created upon issuance of the financing order.

In the financing order, the Council commits that it will act pursuant to the irrevocable financing order as expressly authorized by the Securitization Law to ensure that expected storm recovery charge revenues are sufficient to pay at all times the scheduled principal and interest on the storm recovery bonds and all other financing costs in connection with the storm recovery bonds.

The primary transactions underlying the offering of the storm recovery bonds are as follows:

ENO will sell storm recovery property to us in exchange for the net proceeds from the sale of the storm recovery bonds,

we will sell the storm recovery bonds, which will be secured primarily by the storm recovery property, to the underwriter named in the prospectus supplement, and

ENO will act as the servicer of the storm recovery property.

The storm recovery bonds are not obligations of the trustee, our managers (who, under our limited liability company operating agreement, manage us), ENO, Entergy or of any of their affiliates other than us. The storm recovery bonds are also not a debt or general obligation of the State of Louisiana or the City of New Orleans or any other agency, political subdivision or instrumentality of either such entity. Except in their capacity as customers, neither the State of Louisiana, the City of New Orleans nor any agency, authority or instrumentality of the State or the City, nor any other public or private entity, will be obligated to provide funds for the payment of the storm recovery bonds. Neither the full faith and credit nor the taxing power of the State or the City is pledged to the payment of the principal of, or interest on, the storm recovery bonds.

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Parties to Transaction and Responsibilities

The following chart represents a general summary of the parties to the transactions underlying the offering of the storm recovery bonds, their roles and their various relationships to the other parties:

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Flow of Funds

The following chart represents a general summary of the flow of funds following issuance of the storm recovery bonds:

* As of December 31, 2014, ENO provided electric service to approximately 171,120 retail electric customers.

** Payments of principal and interest will follow payment of certain fees and operating expenses.

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The Collateral

The storm recovery bonds will be secured by the collateral. The principal asset pledged will be storm recovery property, which is a present property right created under the Securitization Law by a financing order issued by the Council. The collateral includes all of our right, title and interests (whether owned on the closing date or thereafter acquired or arising) in and to the following property:

• our rights under the sale agreement pursuant to which we will acquire the storm recovery property, under the administration agreement and under the bill of sale delivered by ENO pursuant to the sale agreement,

• our rights under the financing order, including the right to charge and receive storm recovery charges and to obtain periodic adjustments to such charges under the true-up mechanism, and all revenues, rights and proceeds arising therefrom, but subject to certain retained rights described below,

• our rights under the servicing agreement and any subservicing, agency, intercreditor or collection agreements executed in connection with the servicing agreement,

• the collection account for the storm recovery bonds and all subaccounts of the collection account,

• all accounts, chattel paper, deposit accounts, goods and certain other property related to the foregoing,

• all of our other property related to the storm recovery bonds,

• all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing, and

• all payments on or under and all proceeds in respect of any or all of the foregoing.

Our collateral does not include:

• cash that has been released pursuant to the terms of the indenture (including cash released to us by the trustee as a return for ENO’s capital contribution to us),

• amounts deposited with us on the closing date for the payment of costs of issuance with respect to the storm recovery bonds (together with any interest earnings thereon), and

• amounts received by us for the payment of additional costs of issuance pursuant to the financing order.

Please read “Security for the Storm Recovery Bonds.”

The Storm Recovery Property

In general terms, all of the rights and interests of ENO under a financing order that are transferred to us pursuant to a sale agreement are referred to in this prospectus and the prospectus supplement as storm recovery property. Storm recovery property includes the right to impose, bill, charge, collect and receive storm recovery charges in amounts sufficient to pay principal and interest and to make other deposits in connection with the storm recovery bonds. Storm recovery charges are payable by ENO’s retail electric customers who consume electricity that is delivered through the transmission and distribution system of ENO or its successors or assigns. During the twelve months ended December 31, 2014, approximately 9% of ENO’s total retail electric deliveries were to industrial customers, 39% were to commercial customers, 37% were to residential customers and 15% were to government and municipal customers.

Storm recovery charges authorized in a financing order are irrevocable and not subject to reduction, alteration or impairment by further action of the Council, except for semi-annual, quarterly, interim and non-standard true-up adjustments to correct overcollections or undercollections and to provide for the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the storm recovery bonds. Please read “The Servicing Agreement-The Storm Recovery Charge Adjustment Process.” All revenues and collections resulting from storm recovery charges provided for in the financing order that relate to the storm recovery bonds are part of the storm recovery property.

We will purchase storm recovery property from ENO to support the issuance of the storm recovery bonds. The servicer will collect the applicable storm recovery charges through billing and collecting the storm recovery charge from ENO’s retail electric customers. ENO will then remit the collections to the trustee on a daily basis.

Interest Payments

Interest on each tranche of storm recovery bonds will accrue from the date we issue the tranche of storm recovery bonds at the interest rate stated in the prospectus supplement. On each payment date, we will pay interest on each tranche of storm recovery bonds equal to the following amounts:

• if there has been a payment default, any interest payable but unpaid on any prior payment dates, together with interest on such unpaid interest, if any, and

• accrued interest on the principal balance of each tranche of storm recovery bonds as of the close of business on the preceding payment date (or, in the case of the first payment date, on the date of the original issuance of each tranche of storm recovery bonds) after giving effect to all payments of principal made on the preceding payment date, if any.

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We will pay interest on each tranche of storm recovery bonds before we pay the principal of any tranche of storm recovery bonds. Please read “Description of the Storm Recovery Bonds-Interest and Principal on the Storm Recovery Bonds.” If there is a shortfall in the amounts available in the collection account to make interest payments, the trustee will distribute interest pro rata to each tranche of the storm recovery bonds based on the amount of interest payable on each outstanding tranche. We will calculate interest on the basis of a 360-day year of twelve 30-day months.

Principal Payments and Record Dates and Payment Sources

On each payment date specified in the prospectus supplement for the storm recovery bonds, we will pay amounts then due or scheduled to be paid on outstanding storm recovery bonds from amounts available in the collection account and the subaccounts held by the trustee. We will make these payments to the holders of record of the storm recovery bonds on the related record date specified in the prospectus supplement.

Amounts available to make these payments will include the applicable storm recovery charges imposed, charged and collected by the servicer for us since the last payment date, are described in greater detail under “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated” and “The Servicing Agreement-Remittances to Collection Account.” The trustee will pay the principal of each tranche of storm recovery bonds in the amounts and on the payment dates specified in the expected sinking fund schedule described in the prospectus supplement, but only to the extent storm recovery charge collections received from the servicer and amounts available from trust accounts held by the trustee are sufficient to make principal payments after payment of amounts having a higher priority of payment. Please read “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated.”

Priority of Distributions

On each payment date for the storm recovery bonds, the trustee will allocate or pay all amounts on deposit in the general subaccount of the collection account for the storm recovery bonds in the following order of priority:

1. payment of the trustee’s fees, expenses and any outstanding indemnity amounts, the total amount of which may be paid in any 12-month period may be capped as set forth in the prospectus supplement,

2. payment of the servicing fee, which will be a fixed amount specified in the servicing agreement, plus any unpaid servicing fees from prior payment dates,

3. payment of the administration fee, which will be a fixed amount specified in the administration agreement between us and ENO, and of the fees of our independent manager(s), which will be in an amount specified in an agreement between us and our independent manager(s), in each case with any unpaid administration or management fees from prior payment dates,

4. payment of all of our other ordinary periodic operating expenses, such as accounting and audit fees, rating agency fees, legal fees and reimbursable costs of the servicer under the servicing agreement,

5. payment of the interest then due on the storm recovery bonds, including any past-due interest,

6. payment of principal then required to be paid on the storm recovery bonds at final maturity or upon acceleration upon an event of default under the indenture,

7. payment of the principal then scheduled to be paid on the storm recovery bonds, including any previously unpaid principal balance,

8. payment of any of our remaining unpaid operating expenses and any remaining amounts owed pursuant to the basic documents, including any such amounts owed to the trustee but unpaid due to the limitation in clause 1 above,

9. replenishment of any amounts drawn from the capital subaccount,

10. so long as no event of default under the indenture has occurred or is continuing, payment to us for remittance to ENO of a return on ENO’s capital contribution to us as will be set forth in the prospectus supplement,

11. allocation of the remainder, if any, to the excess funds subaccount, and

12. after the storm recovery bonds have been paid in full and discharged, the balance, together with all amounts in the capital subaccount and the excess funds subaccount, to us free and clear of the lien of the indenture.

The trustee’s fees, expenses and indemnity amounts referred to in clause 1 above and the amount of the servicing fee and the administration fee referred to in clauses 2 and 3 above will be described in the prospectus supplement for the storm recovery bonds. The priority of distributions for the collected storm recovery charges, as well as available amounts in the subaccounts, are described in more detail under “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated.”

Credit Enhancement

Credit enhancement for the storm recovery bonds, which is intended to protect you against losses or delays in scheduled payments on the storm recovery bonds, will be as follows:

• The Securitization Law and the financing order require periodic, formulaic adjustments to the storm recovery charges to make up for any shortfall or reduce any excess in collected storm recovery charges. We sometimes refer to these

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adjustments as true-up adjustments or the true-up mechanism. These adjustments will be made at least semi-annually (and quarterly following the last scheduled final payment date) to ensure the projected recovery of amounts sufficient to provide timely payment of debt service and all other financing costs in connection with the storm recovery bonds. In addition to the semi-annual and (if necessary) quarterly adjustments, interim adjustments may be required in order to assure the payment of debt service on the storm recovery bonds and related financing costs. Please read “ENO’s Financing Order-True-Ups.”

• Under the indenture, the trustee will hold a collection account for the storm recovery bonds, divided into various subaccounts. The primary subaccounts for credit enhancement purposes are:

• the general subaccount-the trustee will deposit into the general subaccount all storm recovery charge collections remitted to it by the servicer and investment earnings on amounts in the subaccounts in the collection account;

• the capital subaccount-ENO will deposit an amount specified in the prospectus supplement into the capital subaccount on the date of issuance of the storm recovery bonds; and

• the excess funds subaccount-any excess amount of collected storm recovery charges and investment earnings from the general subaccount will be held in the excess funds subaccount.

Each of these subaccounts will be available to make payments on the storm recovery bonds on each payment date.

State and Council Pledges

Under the Securitization Law, the State has pledged, for the benefit and protection of storm recovery bondholders and ENO, that (i) it will not alter the provisions of the Securitization Law which authorize the Council to create a contract right by the issuance of a financing order, to create storm recovery property and to make the storm recovery charges irrevocable, binding and nonbypassable charges, (ii) it will not take or permit any action that impairs or would impair the value of storm recovery property, and (iii) except for adjustments discussed in “ENO’s Financing Order-True-ups” and “The Servicing Agreement-The Storm Recovery Charge Adjustment Process,” or a refinancing or refunding, it will not reduce, alter, or impair storm recovery charges that are to be imposed, collected and remitted to storm recovery bondholders until any and all principal, interest, premium, financing costs and other fees, expenses or charges incurred and any contracts to be performed in connection with the storm recovery bonds have been paid and performed in full. However, nothing will preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges approved pursuant to the financing order and the full protection of the storm recovery bondholders and any assignee or financing party.

The Council has jurisdiction over ENO pursuant to Article 4, Section 21, and Article 6, Sections 4 through 6, of the Louisiana Constitution. In the financing order, the Council has pledged that the financing order is irrevocable until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. The Council has further covenanted, pledged and agreed that it will not (i) amend, modify, or terminate the financing order by any subsequent action, or (ii) reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges, or in any way reduce or impair the value of the storm recovery property, except as may be contemplated by the true-up adjustments authorized by the financing order or in connection with a refinancing or refunding, until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. However, nothing will preclude limitation or alteration of the financing order if and when full compensation is made for the full protection of the storm recovery charges approved pursuant to the financing order and the full protection of the storm recovery bondholders and any assignee or financing party.

The storm recovery bonds do not, directly or indirectly or contingently, obligate the State, the City or any agency, political subdivision, or instrumentality of the State or the City to levy any tax or make any appropriation for payment of the storm recovery bonds, other than for paying storm recovery charges in their capacity as consumers of electricity.

No Optional Redemption

We will not have the option to redeem or otherwise prepay any storm recovery bonds prior to their scheduled final payment dates.

Scheduled Final Payment Dates and Final Maturity Dates

Failure to pay a scheduled principal payment on any payment date or the entire outstanding amount of the storm recovery bonds of any tranche by the scheduled final payment date will not result in a default with respect to that tranche. The failure to pay the entire outstanding principal balance of the storm recovery bonds of any tranche will result in a default only if such payment has not been made by the final maturity date for the tranche, or on any date set for redemption of the storm recovery bonds. We will specify the scheduled final payment date and the final maturity date of each tranche of storm recovery bonds in the prospectus supplement.

Ratings for the Storm Recovery Bonds

We expect that the storm recovery bonds will receive credit ratings from two nationally recognized statistical rating organizations (referred to as an NRSRO). Please read “Ratings for the Storm Recovery Bonds.”

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Reports to Storm Recovery Bondholders

Pursuant to the indenture, the trustee will make available on its website (currently located at http://gctinvestorreporting.bnymellon.com/Login.jsp) to the holders of record of the storm recovery bonds regular reports prepared by the servicer containing information concerning, among other things, us and the collateral for the storm recovery bonds. Unless and until the storm recovery bonds are issued in definitive certificated form, the reports will be provided to The Depository Trust Company. The reports will be available to beneficial owners of the storm recovery bonds upon written request to the trustee or the servicer. These reports will not be examined and reported upon by an independent public accountant. In addition, no independent public accountant will provide an opinion thereon. Please read “Description of the Storm Recovery Bonds-Reports to Bondholders.”

Servicing Compensation

We will pay the servicer on each payment date the servicing fee with respect to the storm recovery bonds. As long as ENO or any affiliated entity acts as servicer, this fee will be $150,000 annually. In addition, ENO, as servicer will be entitled to receive reimbursement for its out-of-pocket costs for external accounting and legal services required by the servicing agreement as well as for other items of cost (other than external information technology costs and bank wire fees, which are part of the servicing fee) that will be incurred annually to support and service the storm recovery bonds after issuance. If a third-party servicer is appointed, the servicing fee will be negotiated by the successor servicer and the trustee, but will not, unless the Council approves and the rating agency condition is satisfied, exceed 0.60% of the initial principal balance of the storm recovery bonds on an annualized basis. In no event will the trustee be liable for any servicing fee in its individual capacity.

Tax Status

In the opinion of our and ENO’s counsel, Sidley Austin LLP, for federal income tax purposes, and in the opinion of Phelps Dunbar, L.L.P. for Louisiana tax purposes, the storm recovery bonds will constitute indebtedness of ENO, our sole member. If you purchase a beneficial interest in any storm recovery bond, you agree by your purchase to treat the storm recovery bonds as debt of our sole member for federal income tax purposes and Louisiana tax purposes.

ERISA Considerations

Investors who are acting on behalf of or using assets of certain employee benefit plans or arrangements subject to ERISA or Section 4975 of the Internal Revenue Code (or other similar federal, state or local laws) may acquire the storm recovery bonds subject to specified conditions. The acquisition and holding of the storm recovery bonds could be treated as a direct or indirect prohibited transaction under ERISA. Accordingly, by purchasing the storm recovery bonds, each investor purchasing on behalf of or with assets of such an employee benefit plan or arrangement will be deemed to certify that the purchase and subsequent holding of the storm recovery bonds would not result in a non-exempt prohibited transaction under the rules of ERISA. Please read “ERISA Considerations.”

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RISK FACTORS

Please carefully consider all the information we have included or incorporated by reference in this prospectus and the prospectus supplement, including the risks described below before deciding whether to invest in the storm recovery bonds.

You may experience material payment delays or incur a loss on your investment in the storm recovery bonds because the source of funds for payment is limited.

The only source of funds for payment of the storm recovery bonds will be our assets, which consist of:

• the storm recovery property securing the storm recovery bonds, including the right to impose, bill, collect and receive storm recovery charges;

• the rights under a financing order, including the statutory true-up mechanism;

• the funds on deposit in the accounts held by the trustee; and

• our rights under various contracts we describe in this prospectus.

The storm recovery bonds are not a debt or general obligation on the full faith and credit or taxing power of the State, the City, or any agency, political subdivision or instrumentality of either the State or the City, nor will the storm recovery bonds be insured or guaranteed by ENO, including in its capacity as the servicer, or by its parent, Entergy, any of their respective affiliates (other than us), the trustee or by any other person or entity. Thus, you must rely for payment of the storm recovery bonds solely upon the legislation, the irrevocable financing order and state and federal constitutional rights to enforcement of the legislation and the financing order, and collections of the storm recovery charges and funds on deposit in the related accounts held by the trustee. Our organizational documents restrict our right to acquire other assets unrelated to the transactions described in this prospectus. Please read “Entergy New Orleans Storm Recovery Funding I, L.L.C., The Issuing Entity.”

RISKS ASSOCIATED WITH POTENTIAL JUDICIAL, LEGISLATIVE OR REGULATORY ACTIONS

We are not obligated to indemnify you for changes in law.

Neither we nor ENO will indemnify you for any changes in the law, including any federal preemption or repeal or amendment of the Securitization Law, that may affect the value of your storm recovery bonds. ENO will agree in the sale agreement to institute any action or proceeding as may be reasonably necessary to block or overturn any attempts to cause a repeal, rescission of, modification of or supplement to the Securitization Law that would be materially adverse to us, the trustee or storm recovery bondholders. Please read “The Sale Agreement-Covenants of the Seller” and “The Servicing Agreement-Servicing Standards and Covenants.” However, we cannot assure you that ENO would be able to take this action or that any such action would be successful.

Future judicial action could reduce the value of your investment in the storm recovery bonds.

The storm recovery property is the creation of the Securitization Law and a financing order issued by the Council to ENO. There is uncertainty associated with investing in bonds payable from an asset that depends for its existence on legislation because there is limited judicial or regulatory experience implementing and interpreting the legislation. Because the storm recovery property is a creation of the Securitization Law, any judicial determination affecting the validity of or interpreting the Securitization Law, the storm recovery property or our ability to make payments on the storm recovery bonds might have an adverse effect on the storm recovery bonds. A federal or state court could be asked in the future to determine whether the relevant provisions of the Securitization Law are unlawful or invalid. If the Securitization Law is invalidated, the financing order might also be invalidated.

Louisiana as well as other states have passed securitization laws similar to the Securitization Law to authorize recoveries by utilities of specified costs, such as environmental control costs, hurricane recovery costs, or costs associated with deregulation of the electricity market, and some of those laws have been challenged by judicial actions or utility commission proceedings. To date, none of those challenges has succeeded, but future judicial challenges might be made. An unfavorable decision regarding another state’s law would not automatically invalidate the Securitization Law or the financing order, but it might provoke a challenge to the Securitization Law, establish a legal precedent for a successful challenge to the Securitization Law or heighten awareness of the political and other risks of the storm recovery bonds, and in that way may limit the liquidity and value of the storm recovery bonds. Therefore, legal activity in other states may indirectly affect the value of your investment in the storm recovery bonds.

Future State or Council action to modify or repeal the financing order might attempt to reduce the value of your investment in the storm recovery bonds.

Despite their pledges in the Securitization Law and the financing order, respectively, not to take or permit certain actions that would impair the value of the storm recovery property or the storm recovery charges, the Louisiana legislature

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might attempt to repeal or amend the Securitization Law, or the Council might attempt to repeal or amend the financing order or seek to have the City expropriate portions of ENO’s electric distribution facilities and cease collecting the storm recovery charges, in a manner that limits or alters the storm recovery property so as to reduce its value. For a description of these pledges, please read “The Securitization Law-ENO and Other Utilities May Securitize Storm Recovery and Upfront Financing Costs-State and Council Pledges.” It might be possible for the Louisiana legislature to repeal or amend the Securitization Law notwithstanding the State’s pledge if the legislature acts in order to serve a significant and legitimate public purpose. Similarly, it might be possible for the Council to repeal or amend the financing order notwithstanding the Council’s pledge, if it acts in order to serve a significant and legitimate public purpose. Any such action, as well as the costly and time-consuming litigation that likely would ensue, might adversely affect the price and liquidity, the dates of payment of interest and principal and the weighted average lives of the storm recovery bonds. Moreover, the outcome of any litigation cannot be predicted. Accordingly, you might incur a loss on or delay in recovery of your investment in the storm recovery bonds.

If an action of the Louisiana legislature or the Council adversely affecting the storm recovery property or the ability to collect storm recovery charges were considered a “taking” under the United States or Louisiana Constitutions, the State of Louisiana or the City of New Orleans, as the case may be, might be obligated to pay compensation for the taking. However, even in that event, there is no assurance that any amount provided as compensation would be sufficient for you to recover fully your investment in the storm recovery bonds or to offset interest lost pending such recovery. It is possible that a court would decline even to apply a “Takings Clause” analysis to a claim based on an amendment or repeal of the Securitization Law or the financing order, since, for example, a court might determine that a “Contract Clause” analysis rather than a “Takings Clause” analysis should be applied. See “The Securitization Law-ENO and Other Utilities May Securitize Storm Recovery and Upfront Financing Costs-Constitutional Matters” below.

Nothing in the State or the Council pledges precludes any limitation or alteration of the Securitization Law or a financing order if full compensation is made by law for the full protection of the storm recovery charges collected pursuant to a financing order and of the holders of the storm recovery bonds. It is unclear what “full compensation” and “full protection” would be afforded to holders of the storm recovery bonds by the State or the Council if such limitation or alteration were attempted. Accordingly, no assurance can be given that any such provision would not adversely affect the market value of the storm recovery bonds, or the timing or receipt of payments with respect to such bonds.

Unlike the citizens of California, Massachusetts, Michigan and some other states, the citizens of the State of Louisiana currently do not have the constitutional right to adopt or revise state laws by initiative or referendum. Thus, absent an amendment of the Louisiana Constitution, the Securitization Law cannot be amended or repealed by direct action of the electorate of the State of Louisiana. Under the Home Rule Charter, voters in the City of New Orleans have the right to amend the Home Rule Charter by referendum, but have no power to amend or revise ordinances or resolutions adopted by the Council. Thus, absent an amendment of the Home Rule Charter, the financing order cannot be amended or repealed by direct action of the electorate of the City of New Orleans.

The enforcement of any rights against the State or the Council under their respective pledges may be subject to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against state and local governmental entities in Louisiana. These limitations might include, for example, the necessity to exhaust administrative remedies prior to bringing suit in a court, or limitations on type and locations of courts in which the State or the Council may be sued, or limitations inherent in the availability of injunctive relief. Such limitations could affect the value of your investment in the storm recovery bonds.

The financing order creates a contractual obligation of irrevocability by the Council in favor of the storm recovery bondholders, and that bondholders may sue or bring other proceedings to enforce and compel compliance with the financing order. However, the financing order further provides that such remedies as to individual Council members is strictly limited to a claim solely for prospective relief of declaratory and injunctive relief and that there shall be no other cause or right of action for damages or otherwise against individual Council members.

The Council or the City might attempt to take actions to adopt, revise or rescind rules or regulations affecting ENO that could reduce the value of your investment in the storm recovery bonds.

The Securitization Law provides that for a financing order to create storm recovery property, the financing order must provide that the financing order is irrevocable and that the Council may not amend, modify or terminate a financing order by any subsequent action, or reduce, impair, postpone, terminate or otherwise adjust the storm recovery charges approved in a financing order, except for the true-up adjustments to the storm recovery charges or in connection with a refinancing or refunding. In addition, pursuant to its constitutional home rule authority and the Securitization Law, the Council has pledged in the financing order that it will not amend, modify, or terminate the financing order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in the financing order or in any way reduce or impair the value of the storm recovery property, except as may be contemplated by the true-up adjustments authorized by the

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financing order or in connection with a refinancing or refunding until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs.

However, the Council retains the power to adopt, revise or rescind rules or regulations affecting ENO. The Council also retains the power to interpret the financing order granted to ENO, and in that capacity might be called upon to rule on the meanings of provisions of the order that might need further elaboration. Any new or amended regulations or orders from the Council might attempt to affect the ability of the servicer to collect the storm recovery charges in full and on a timely basis, the rating of the storm recovery bonds or their price and, accordingly, the amortization of such storm recovery bonds and their weighted average lives.

Louisiana law authorizes the City to seek to acquire portions of some or all of ENO’s electric distribution facilities through voluntary transactions or through the power of expropriation for use as part of a municipally-owned utility system. The Securitization Law and the financing order require that storm recovery charges be imposed and collected by ENO or any successor to ENO. In the servicing agreement, ENO will covenant to assert in an appropriate forum that if the City acquires any portion of ENO’s electric distribution facilities through condemnation or otherwise, the City must be treated as a successor to ENO under the Securitization Law and the financing order, customers in the City formerly served by ENO must remain responsible for payment of storm recovery charges and that any contrary position asserted by the City violates the Council’s pledge. However, there can be no assurance that the City will not seek to acquire some or all of ENO’s electric distribution facilities and take a contrary position resulting in consuming and costly litigation and possible delays in the payment of the storm recovery bonds.

The servicer is required to file with the Council, on our behalf, semi-annual and, if necessary, other adjustments of the storm recovery charges. Please read “ENO’s Financing Order-True-Ups” and “The Servicing Agreement-The Storm Recovery Charge Adjustment Process.” Unlike the Louisiana Public Service Commission the Council has not in the past approved a financing order or authorized a true-up process under the Securitization Law. True-up adjustment procedures may be challenged in the future. Challenges to or delays in the true-up process might adversely affect the market perception and valuation of the storm recovery bonds. Also, any litigation might materially delay storm recovery charge collections due to delayed implementation of true-up adjustments and might result in missing payments or payment delays and lengthened weighted average life of the storm recovery bonds.

SERVICING RISKS

Inaccurate consumption forecasting or unanticipated delinquencies or charge-offs might reduce scheduled payments on the storm recovery bonds.

The storm recovery charges are generally assessed based on forecasted customer usage. The amount and the rate of storm recovery charge collections will depend in part on actual electricity usage and the amount of collections and write-offs. If the servicer inaccurately forecasts electricity consumption or uses inaccurate customer delinquency or charge-off data when setting or adjusting the storm recovery charges, there could be a shortfall or material delay in storm recovery charge collections, which might result in missed or delayed payments of principal and interest and lengthened weighted average lives of the storm recovery bonds. Please read “ENO’s Financing Order-True-Ups” and “The Servicing Agreement-The Storm Recovery Charge Adjustment Process.”

Inaccurate forecasting of electricity consumption by the servicer might result from, among other things, unanticipated weather or economic conditions, resulting in less electricity consumption than forecast; general economic conditions being worse than expected, causing ENO’s retail electric customers to migrate or reduce their electricity consumption; the occurrence of a natural disaster, such as a hurricane or an act of terrorism or other catastrophic event; unanticipated changes in the market structure of the electric industry; customers consuming less electricity than anticipated because of increased energy prices, net metering, unanticipated increases in conservation efforts or unanticipated increases in electric usage efficiency; or customers unexpectedly switching to alternative sources of energy, including self-generation of electric power that may not be subject to the storm recovery charge.

The servicer’s use of inaccurate delinquency or charge-off rates might result also from, among other things, unexpected deterioration of the economy, the occurrence of a natural disaster, an act of terrorism or other catastrophic event or the unanticipated declaration of a moratorium on terminating electric service to customers in the event of extreme weather, any of which would cause greater delinquencies or charge-offs than expected or force ENO to grant additional payment relief to more customers; or the introduction into Louisiana of alternative electricity suppliers who collect the storm recovery charges from ENO’s retail electric customers, but who may fail to remit storm recovery charges to the servicer in a timely manner; or the failure of alternative electricity suppliers to submit accurate and timely information to the servicer regarding their collections and charge-offs; or any other unanticipated change in law that makes it more difficult for ENO to terminate service to nonpaying customers or that requires ENO to apply more lenient credit standards in accepting customers.

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Changes to billing and collection practices may reduce the amount of funds available for payments on the storm recovery bonds.

The methodology of determining the amount of the storm recovery charge billed to each customer is specified in the financing order. Although ENO may not change this methodology, except to address any material deviations between storm recovery charge collections and amounts required to provide for the timely payment of scheduled payments of principal, interest and other amounts in respect of the storm recovery bonds, ENO, as servicer, may set, and may change, its own billing and collection arrangements with each customer. For example, to recover part of an outstanding electricity bill, ENO may agree to extend a customer’s payment schedule or to write off the remaining portion of the bill. Similarly, the Council may require changes to these practices. Under the methodology specified in a financing order, this might result in an extension of the customer’s payment of storm recovery charges. Thus, any changes in billing and collection practices or regulations might make it more difficult for the servicer to collect the storm recovery charge and might adversely affect the value of the storm recovery bonds and their weighted average lives. The servicing agreement provides, however, that the servicer will not take any action that will adversely impair our interest in the storm recovery property.

Your investment in the storm recovery bonds depends on ENO or its successor or assignee, acting as servicer of the storm recovery property.

ENO, as servicer, will be responsible for, among other things, calculating, billing and collecting the storm recovery charges from customers, submitting requests to the Council to adjust these charges, monitoring the collateral for the storm recovery bonds and taking certain actions in the event of non-payment by customers. The trustee’s receipt of collections in respect of storm recovery charges, which will be used to make payments on the storm recovery bonds, will depend in part on the skill and diligence of the servicer in performing these functions. The systems the servicer has in place for storm recovery charge billings and collections might, in particular circumstances, cause the servicer to experience difficulty in performing these functions in a timely and completely accurate manner. If the servicer fails to make collections for any reason, then the servicer’s payments to the trustee in respect of the storm recovery charges might be delayed or reduced. In that event, our payments on the storm recovery bonds might be delayed or reduced.

If we replace ENO as the servicer, we may experience difficulties finding and using a replacement servicer.

If ENO ceases to service the storm recovery property, it might be difficult to find a successor servicer. Under the financing order, the annual servicing fee payable to a successor servicer is capped and the payment of compensation in excess of the cap is dependent upon the Council’s approval and satisfaction of the rating agency condition. Please read “The Servicing Agreement-Servicing Compensation.” Also, any successor servicer might have less experience and ability than ENO and might experience difficulties in collecting storm recovery charges and determining appropriate adjustments to the storm recovery charges, and billing and/or payment arrangements may change, resulting in delays or disruptions of collections. A successor servicer might charge fees that, while permitted under the financing order, are substantially higher than the fees paid to ENO as servicer. Although a true-up adjustment would be required to allow for the increase in fees, there could be a timing gap between the incurrence of such fees and the implementation of a true-up adjustment to adjust for such increase that might adversely affect distributions to bondholders. In the event of the commencement of a case by or against the servicer under the United States Bankruptcy Code or similar laws, we and the trustee might be prevented from effecting a transfer of servicing due to operation of the Bankruptcy Code. Any of these factors and others might delay the timing of payments and may reduce the value of your investment.

Limits on rights to terminate service might make it more difficult to collect the storm recovery charges.

The servicer may not suspend residential electric service for non-payment under the following conditions: (i) if there is a bona fide dispute regarding such deliverability; (ii) if the low temperature for that day is forecast to remain below 40 degrees Fahrenheit or for the following night is forecast to be 32 degrees Fahrenheit or lower; (iii) if the high temperature for that day is forecast to be 100 degrees Fahrenheit or higher; (iv) if the National Weather Service has an Excessive Heat Warning (or other such term that reflects a Heat Index of 115 degrees Fahrenheit or higher) issued for Orleans Parish, or (v) on a weekend, holiday, or the day before a holiday or Friday after 1:00 PM.

For retail electric customers with a certified life support medical condition and registered with the servicer as such, disconnection of residential service for non-payment shall be deferred for a period of thirty (30) days.

To the extent these customers do not pay for their electric service, ENO will not be able to collect storm recovery charges from these customers.

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RISK ASSOCIATED WITH THE UNUSUAL NATURE OF THE STORM RECOVERY PROPERTY

Foreclosure of the trustee’s lien on the storm recovery property for the storm recovery bonds might not be practical, and acceleration of the storm recovery bonds before maturity might have little practical effect.

Under the Securitization Law and the indenture, the trustee or the storm recovery bondholders have the right to foreclose or otherwise enforce the lien on the storm recovery property for the storm recovery bonds. However, in the event of foreclosure, there is likely to be a limited market, if any, for the storm recovery property. Therefore, foreclosure might not be a realistic or practical remedy. Moreover, although principal of the storm recovery bonds will be due and payable upon acceleration of the storm recovery bonds before maturity, storm recovery charges would not likely be accelerated and the nature of our business will result in the principal of the storm recovery bonds being paid as funds become available. If there is an acceleration of the storm recovery bonds, all tranches will be paid pro rata; therefore, some tranches might be paid earlier than expected and some tranches might be paid later than expected.

STORM RELATED RISK

Storm damage to ENO’s operations could impair payment of the storm recovery bonds.

ENO’s operations were impacted by Hurricanes Rita and Katrina in 2005, by Hurricanes Gustav and Ike in 2008 and by Hurricane Isaac in 2012. Future storms could have similar or more drastic effects. Transmission and/or distribution and generation facilities could be damaged or destroyed and usage of electricity could be interrupted temporarily, reducing the collections of storm recovery charges. There could be longer-lasting weather-related adverse effects on residential and commercial development and economic activity among ENO’s retail electric customers, which could cause the storm recovery charge to be greater than expected. Legislative or Council action adverse to the bondholders might be taken in response, and such legislation, if challenged as violative of the State and Council pledges, might be defended on the basis of public necessity. Please read “The Securitization Law-The Securitization Law Authorizes Utilities to Recover Storm Recovery Costs Through the Issuance of Bonds Pursuant to a Financing Order” and “-ENO and Other Utilities May Securitize Storm Recovery and Upfront Financing Costs-State and Council Pledges” in this prospectus.

RISKS ASSOCIATED WITH POTENTIAL BANKRUPTCY PROCEEDINGS OF THE SELLER OR THE SERVICER

For a more detailed discussion of the following bankruptcy risks, please read “How a Bankruptcy May Affect Your Investment.”

The servicer will commingle the storm recovery charges with other revenues it collects, which might obstruct access to the storm recovery charges in case of the servicer’s bankruptcy and reduce the value of your investment in the storm recovery bonds.

The servicer will be required to remit to the trustee on a daily basis storm recovery charge payments received by the servicer from or on behalf of customers. Such remittances must be made within two servicer business days after such payments are received by the servicer. The servicer will not segregate the storm recovery charges from the other funds it collects from customers or its general funds. The storm recovery charges will be segregated only when the servicer pays them to the trustee.

Despite this requirement, the servicer might fail to remit the full amount of the storm recovery charges to the trustee or might fail to do so on a timely basis. This failure, whether voluntary or involuntary, might materially reduce the amount of storm recovery charge collections available to make payments on the storm recovery bonds.

The Securitization Law provides that the priority of a security interest perfected in storm recovery property is not impaired by the commingling of the funds arising from storm recovery charges with any other funds. In a bankruptcy of the servicer, however, a bankruptcy court might rule that federal bankruptcy law takes precedence over the Securitization Law and might decline to recognize our right to collections of the storm recovery charges that are commingled with other funds of the servicer as of the date of bankruptcy. If so, the collections of the storm recovery charges held by the servicer as of the date of bankruptcy would not be available to pay amounts owing on the storm recovery bonds. In this case, we would have only a general unsecured claim against the servicer for those amounts, which is a creditor’s claim against a debtor without a priority for payment and for which the creditor holds no security or collateral. This decision could cause material delays in payments of principal or interest, or losses, on your storm recovery bonds and could materially reduce the value of your investment in the storm recovery bonds.

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The bankruptcy of ENO or any successor seller might result in losses or delays in payments on the storm recovery bonds.

The Securitization Law and the financing order provide that as a matter of Louisiana state law:

• the rights and interests of a selling utility under the financing order, including the right to impose, bill, charge, collect and receive storm recovery charges, are contract rights of the seller,

• the seller may make a present transfer of its rights under the financing order, including the right to impose, bill, collect and receive future storm recovery charges that customers do not yet owe,

• the storm recovery property constitutes a present property right, even though the imposition and collection of storm recovery charges depend on further acts that have not yet occurred, and

• a transfer of the storm recovery property from the seller or its affiliate, to us, under an agreement that expressly states the transfer is a sale or other absolute transfer, is a true sale of the storm recovery property (other than for federal or state income tax purposes) and not a pledge of the storm recovery property to secure a financing by the seller.

These provisions are important to maintaining payments on the storm recovery bonds in accordance with their terms during any bankruptcy of ENO. In addition, the transaction has been structured with the objective of keeping us legally separate from ENO and its affiliates in the event of a bankruptcy of ENO or any such affiliates.

A bankruptcy court generally follows state property law on issues such as those addressed by the state law provisions described above. However, a bankruptcy court does not follow state law if it determines that the state law is contrary to a paramount federal bankruptcy policy or interest. If a bankruptcy court in an ENO bankruptcy refused to enforce one or more of the state property law provisions described above, the effect of this decision on you as a beneficial owner of the storm recovery bonds might be similar to the treatment you would receive in an ENO bankruptcy if the storm recovery bonds had been issued directly by ENO. A decision by the bankruptcy court that, despite our separateness from ENO, our assets and liabilities and those of ENO should be consolidated would have a similar effect on you as a bondholder.

We have taken steps together with ENO, as the seller, to reduce the risk that in the event the seller or an affiliate of the seller were to become the debtor in a bankruptcy case, a court would order that our assets and liabilities be substantively consolidated with those of ENO or an affiliate. Nonetheless, these steps might not be completely effective, and thus if ENO or an affiliate of the seller were to become a debtor in a bankruptcy case, a court might order that our assets and liabilities be consolidated with those of ENO or an affiliate of the seller. This might cause material delays in payment of, or losses on, your storm recovery bonds and might materially reduce the value of your investment in the storm recovery bonds. For example:

• without permission from the bankruptcy court, the trustee might be prevented from taking actions against ENO or recovering or using funds on your behalf or replacing ENO as the servicer,

• the bankruptcy court might order the trustee to exchange the storm recovery property for other property, of lower value,

• tax or other government liens on ENO’s property might have priority over the trustee’s lien and might be paid from collected storm recovery charges before payments on the storm recovery bonds,

• the trustee’s lien might not be properly perfected in the collected storm recovery property collections prior to or as of the date of ENO’s bankruptcy, with the result that the storm recovery bonds would represent only general unsecured claims against ENO,

• the bankruptcy court might rule that neither our property interest nor the trustee’s lien extends to storm recovery charges in respect of electricity consumed after the commencement of ENO’s bankruptcy case, with the result that the storm recovery bonds would represent only general unsecured claims against ENO,

• we and ENO might be relieved of any obligation to make any payments on the storm recovery bonds during the pendency of the bankruptcy case and might be relieved of any obligation to pay interest accruing after the commencement of the bankruptcy case,

• ENO might be able to alter the terms of the storm recovery bonds as part of its plan of reorganization,

• the bankruptcy court might rule that the storm recovery charges should be used to pay, or that we should be charged for, a portion of the cost of providing electric service, or

• the bankruptcy court might rule that the remedy provisions of the sale agreement are unenforceable, leaving us with an unsecured claim for actual damages against ENO that may be difficult to prove or, if proven, to collect in full.

Furthermore, if ENO enters bankruptcy proceedings, it might be permitted to stop acting as servicer and it may be difficult to find a third party to act as servicer. The failure of the servicer to perform its duties or the inability to find a successor servicer might cause payment delays or losses on your investment in the storm recovery bonds. Also, the mere fact of a servicer or seller bankruptcy proceeding might have an adverse effect on the resale market for the storm recovery bonds and on the value of the storm recovery bonds.

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The sale of the storm recovery property might be construed as a financing and not a sale in a case of ENO’s bankruptcy which might delay or limit payments on the storm recovery bonds.

The Securitization Law provides that the characterization of a transfer of storm recovery property as a sale or other absolute transfer will not be affected or impaired by treatment of the transfer as a financing for federal or state income tax purposes or financial reporting purposes. We and ENO will treat the transaction as a sale under applicable law, although for financial reporting and federal and state tax purposes the transaction is intended to be treated as a financing. In the event of a bankruptcy of ENO, a party in interest in the bankruptcy might assert that the sale of the storm recovery property to us was a financing transaction and not a “sale or other absolute transfer” and that the treatment of the transaction for financial reporting and tax purposes as a financing and not a sale lends weight to that position. If a court were to characterize the transaction as a financing, we expect that we would, on behalf of ourselves and the trustee, be treated as a secured creditor of ENO in the bankruptcy proceedings, although a court might determine that we only have an unsecured claim against ENO. Even if we had a security interest in the storm recovery property, we would not likely have access to the storm recovery charge collections during the bankruptcy and would be subject to the risks of a secured creditor in a bankruptcy case, including the possible bankruptcy risks described in the immediately preceding risk factor. As a result, repayment of the storm recovery bonds might be significantly delayed and a plan of reorganization in the bankruptcy might permanently modify the amount and timing of payments to us of the storm recovery charge collections and therefore the amount and timing of funds available to us to pay storm recovery bondholders.

If the servicer enters bankruptcy proceedings, the collections of the storm recovery charges held by the servicer as of the date of bankruptcy might constitute preferences, which means these funds might be unavailable to pay amounts owing on the storm recovery bonds.

In the event of a bankruptcy of the servicer, a party in interest might take the position that the remittance of funds prior to bankruptcy of the servicer, pursuant to the servicing agreement or an intercreditor agreement, constitutes a preference under bankruptcy law if the remittance of those funds was deemed to be paid on account of a preexisting debt. If a court were to hold that the remittance of funds constitutes a preference, any such remittance within 90 days of the filing of the bankruptcy petition could be avoidable, and the funds could be required to be returned to the bankruptcy estate of the servicer. To the extent that storm recovery charges have been commingled with the general funds of the servicer, the risk that a court would hold that a remittance of funds was a preference would increase. Also, we would probably be considered an “insider” of the servicer. If we are considered to be an “insider” of the servicer, any such remittance made within one year of the filing of the bankruptcy petition could be avoidable as well if the court were to hold that such remittance constitutes a preference. In either case, we or the trustee would merely be an unsecured creditor of the servicer. If any funds were required to be returned to the bankruptcy estate of the servicer, we would expect that the amount of any future storm recovery charges would be increased through the true-up mechanism to recover such amount.

Claims against ENO or any successor seller might be limited in the event of a bankruptcy of the seller.

If the seller were to become a debtor in a bankruptcy case, claims, including indemnity claims, by us against the seller under the sale agreement and the other documents executed in connection with the sale agreement could be unsecured claims and would be disposed of in the bankruptcy case. In addition, the bankruptcy court might estimate any contingent claims that we have against the seller and, if it determines that the contingency giving rise to these claims is unlikely to occur, estimate the claims at a lower amount. A party in interest in the bankruptcy of the seller might challenge the enforceability of the indemnity provisions in a sale agreement. If a court were to hold that the indemnity provisions were unenforceable, we would be left with a claim for actual damages against the seller based on breach of contract principles, which would be subject to estimation and/or calculation by the court. We cannot give any assurance as to the result if any of the above-described actions or claims were made. Furthermore, we cannot give any assurance as to what percentage of their claims, if any, unsecured creditors would receive in any bankruptcy proceeding involving the seller.

The bankruptcy of ENO or any successor seller might limit the remedies available to the trustee.

Upon an event of default of the storm recovery bonds under the indenture, the trustee, in addition to other rights it would have as a secured party, is authorized under the Securitization Law to request that the Louisiana district court in Orleans Parish order the sequestration and payment to bondholders of all revenues arising with respect to the related storm recovery property. There can be no assurance, however, that such district court would issue this order after an ENO bankruptcy in light of the automatic stay provisions of Section 362 of the United States Bankruptcy Code. In that event, the trustee would be required to seek an order from the bankruptcy court lifting the automatic stay to permit this action by the Louisiana court, and an order requiring an accounting and segregation of the revenues arising from the storm recovery property. There can be no assurance that a court would grant either order. Any failure to grant such order could result in losses and material delays in payment on your storm recovery bonds and could materially reduce the value of your investment.

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OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE STORM RECOVERY BONDS

ENO’s indemnification obligations under the sale and servicing agreements are limited and might not be sufficient to protect your investment in the storm recovery bonds.

ENO is obligated under the sale agreement to indemnify us and the trustee, for itself and on behalf of the storm recovery bondholders, only in specified circumstances and will not be obligated to repurchase any storm recovery property in the event of a breach of any of its representations, warranties or covenants regarding the storm recovery property. Similarly, ENO is obligated under the servicing agreement to indemnify us and the trustee, for itself and on behalf of the storm recovery bondholders only in specified circumstances. Please read “The Sale Agreement” and “The Servicing Agreement.”

Neither the trustee nor the storm recovery bondholders will have the right to accelerate payments on the storm recovery bonds as a result of a breach under the sale agreement or servicing agreement, absent an event of default under the indenture as described in “Description of the Storm Recovery Bonds-Events of Default; Rights Upon Event of Default.” Furthermore, ENO might not have sufficient funds available to satisfy its indemnification obligations under these agreements, and the amount of any indemnification paid by ENO might not be sufficient for you to recover all of your investment in the storm recovery bonds. In addition, if ENO becomes obligated to indemnify storm recovery bondholders, the ratings on the storm recovery bonds will likely be downgraded as a result of the circumstances causing the breach and the fact that storm recovery bondholders will be unsecured creditors of ENO with respect to any of these indemnification amounts.

ENO’s ratings might affect the market value of the storm recovery bonds.

A downgrading of the credit ratings on the debt of ENO might have an adverse effect on the market value of your storm recovery bonds.

The credit ratings relating to the storm recovery bonds are no indication of the expected rate of payment of principal on the storm recovery bonds.

We expect the storm recovery bonds will receive credit ratings from two NRSROs. A rating is not a recommendation to buy, sell or hold the storm recovery bonds. The ratings merely analyze the probability that we will repay the total principal amount of the storm recovery bonds at the final maturity date (which is later than the scheduled final payment date) and will make timely interest payments. The ratings are not an indication that the rating agencies believe that principal payments are likely to be paid on time according to the expected sinking fund schedule.

Under Rule 17g-5 under the Exchange Act, NRSROs providing the sponsor with the requisite certification will have access to all information posted on a website by the sponsor for the purpose of determining the initial rating and monitoring the rating after the issuance date in respect of the storm recovery bonds. As a result, an NRSRO other than the NRSROs hired by the sponsor (the hired NRSROs) may issue ratings on the storm recovery bonds (unsolicited ratings), which may be lower, and could be significantly lower, than the ratings assigned by the hired NRSROs. The unsolicited ratings may be issued prior to, or after, the issuance date in respect of the storm recovery bonds. Issuance of any unsolicited rating will not affect the issuance of the storm recovery bonds. Issuance of an unsolicited rating lower than the ratings assigned by the hired NRSROs on the storm recovery bonds might adversely affect the value of the storm recovery bonds and, for regulated entities, could affect the status of the storm recovery bonds as a legal investment or the capital treatment of the storm recovery bonds. Investors in the storm recovery bonds should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the rating of a hired NRSRO. None of ENO, us, the underwriter or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. In addition, if we or ENO fail to make available to a non-hired NRSRO any information provided to any hired NRSRO for the purpose of assigning or monitoring the ratings on the storm recovery bonds, a hired NRSRO could withdraw its ratings on the storm recovery bonds, which could adversely affect the market value of your storm recovery bonds and/or limit your ability to resell your storm recovery bonds.

Technological change might make alternative energy sources more attractive in the future.

Technological developments might result in the introduction of economically attractive alternatives to purchasing electricity through ENO’s distribution or transmission facilities for increasing numbers of retail electric customers. Manufacturers of self-generation facilities may develop smaller-scale, more fuel-efficient generating units that can be cost-effective options for a greater number of retail electric customers. Ultimately, the development of battery storage technologies may even permit retail electric customers, including residential customers, to cease being retail electric customers of ENO.

The financing order exempts certain self-generation from the calculation of the storm recovery charge (which is imposed as a percentage of a retail electric customer’s base rate revenues). For industrial/commercial-sized self-generation, whether storm recovery charges are imposed depends upon whether the retail electric customers made a clear, substantial and

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irrevocable financial commitment to finance the construction of conventional industrial/commercial self-generation before June 1, 2015. In addition, new customer load that comes on-line after June 1, 2015 and which is served by new commercial/industrial-sized, self-generation facilities constructed on the retail electric customer’s premises will also be excluded from the calculation of storm recovery charges.

In addition, for all net-metered self-generation using qualifying resources (such as solar), regardless of the date of installation, storm recovery charges will be calculated based upon the gross energy delivered by ENO to that retail electric customer irrespective of the amount of energy delivered by the retail electric customer to the grid. To the extent that a net-metered customer uses self-generation in a manner that is not reflected on the meter (“behind the meter” usage) and, therefore, not delivered by ENO, such usage will be excluded from the calculation of storm recovery charges.

Finally, any retail electric customer who completely discontinues transmission and distribution services from ENO will cease to be a “retail electric customer” and, therefore, will be exempt entirely from the payment of storm recovery charges.

Consequently, the use of self-generation, together with other technological developments, might allow greater numbers of retail electric customers to avoid storm recovery charges for the portion of the load served by such self-generation or avoid paying storm recovery charges altogether, which may reduce the storm recovery charges that will be collected and/or alter the allocation of storm recovery charge payments among customers and customer classes.

The absence of a secondary market for the storm recovery bonds might limit your ability to resell your storm recovery bonds.

The underwriter for the storm recovery bonds might assist in resales of the storm recovery bonds, but they are not required to do so. A secondary market for the storm recovery bonds might not develop. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your storm recovery bonds. Please read “Plan of Distribution.”

You might receive principal payments for the storm recovery bonds later than you expect.

The amount and the rate of collection of the storm recovery charges for the bonds, together with the related storm recovery charge adjustments, will generally determine whether there is a delay in the scheduled repayments of bond principal. If the servicer collects the storm recovery charges at a slower rate than expected, it might have to request adjustments of the storm recovery charges to correct for such delays. If those adjustments are not timely and accurate, you might experience a delay in payments of principal and interest and a decrease in the value of your investment in the bonds.

ENO may sell property similar to the storm recovery property through another affiliated entity in the future.

ENO may in the future without your review or approval sell property similar to the storm recovery property to one or more entities other than us in connection with a new issuance of bonds similar to the bonds, or similarly authorized types of bonds (such as storm recovery bonds). Any new issuance may include terms and provisions that would be unique to that particular issue. We may not issue additional bonds.

ENO has covenanted in the sale agreement not to sell storm recovery property owing from Louisiana customers or similar property to other entities if the sale would result in the credit ratings on the bonds being reduced or withdrawn. ENO has also covenanted in the sale agreement that, in the event of any such sale, it will also enter into an intercreditor agreement with the trustee and the trustees for such other issuances, which would provide that the servicer for the bonds and such other issuances must be one and the same entity. However, we cannot assure you that a new sale would not cause reductions or delays in payment of your bonds.

Regulatory provisions affecting certain investors could adversely affect the liquidity of the storm recovery bonds.

Articles 404 - 410 of the European Union Capital Requirements Regulation (Regulation (EU) No 575/2013) (CRR) applies, in general, to securitizations issued on or after January 1, 2011 as well as certain existing securitizations issued prior to that date where new assets are added or substituted after December 31, 2014. The CRR restricts a credit institution and investment firm regulated in a Member State of the European Economic Area (EEA) and consolidated group affiliates thereof (each, an Affected Investor) from investing in a securitizations (as defined by the CRR) unless the originator, sponsor or original lender in respect of that securitization has explicitly disclosed to the Affected Investor that it will retain, on an ongoing basis, a material net economic interest of not less than five percent in that securitization in the manner contemplated by Article 405 of the CRR. The CRR also requires that an Affected Investor be able to demonstrate that it has undertaken certain due diligence in respect of, amongst other things, the bonds it has acquired and the underlying exposures, and that procedures have been established for monitoring the performance of the underlying exposures on an on-going basis. Failure to comply with one or more of the requirements set out in the CRR may result in the imposition of a penal capital charge with respect to the investment made in the securitization by an Affected Investor.

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Article 17 of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (as supplemented by Section 5 of Chapter III of Commission Delegated Regulation (EU) No 231/2013) and Article 135(2) of the European Union Solvency II Directive 2009/138/EC (as supplemented by Articles 254-257 of Commission Delegated Regulation (EU) No 2015/35) contain requirements similar (but not identical) to those set out in Articles 404 - 410 of the CRR and apply, respectively, to EEA regulated alternative investment fund managers and EEA regulated insurance/reinsurance undertakings. Similar requirements are also scheduled to apply in the future to investment in securitizations by EEA regulated UCITS funds. For the purpose of this provision, all such requirements, together with the Articles 404 - 410 of the CRR, are referred to as the “Securitisation Retention Requirements.”

None of ENO, us or any other party to the transaction intends to retain a material net economic interest in the transaction in accordance with the Securitisation Retention Requirements or take any other action which may be required by investors for the purposes of their compliance with the Securitisation Retention Requirements. This may have a negative impact on the regulatory capital position of investors subject to the Securitisation Retention Requirements and on the value and liquidity of the bonds in the secondary market.

Investors in the bonds are responsible for analyzing their own regulatory position, and are encouraged to consult their own investment and legal advisors regarding compliance with the Securitisation Retention Requirements and the suitability of the bonds for investment. None of ENO, us, any underwriter or any other party to the transaction makes any representation to any prospective investor or purchaser of the bonds regarding the regulatory capital treatment of their investment in the bonds on the closing date or at any time in the future.

If the investment of collected storm recovery charges and other funds held by the trustee in the collection account results in investment losses or the investments become illiquid, you may receive payment of principal and interest on the storm recovery bonds later than you expect.

Funds held by the trustee in the collection account will be invested in eligible investments. Eligible investments include money market funds having a rating from Moody’s and S&P of “Aaa” and “AAA,” respectively. Although investments in these money market funds have traditionally been viewed as highly liquid with a low probability of principal loss, illiquidity and principal losses have been experienced by investors in certain of these funds as a result of disruptions in the financial markets in recent years. If investment losses or illiquidity is experienced, you might experience a delay in payments of principal and interest and a decrease in the value of your investment in the bonds.

REVIEW OF STORM RECOVERY PROPERTY

Pursuant to the rules of the SEC, ENO, as sponsor, has performed, as described below, a review of the storm recovery property underlying the bonds. As required by these rules, the review was designed and effected to provide reasonable assurance that disclosure regarding the storm recovery property is accurate in all material respects. ENO did not engage a third party in conducting its review.

The bonds will be secured under the indenture by the indenture’s trust estate. The principal asset of the indenture’s trust estate is the storm recovery property relating to the bonds. The storm recovery property is a present contract right authorized and created pursuant to the Securitization Law and the financing order. The storm recovery property includes the irrevocable right to impose, bill, charge, collect and receive storm recovery charges authorized by the financing order in amounts sufficient to pay scheduled principal and interest and ongoing financing costs and other amounts and charges in connection with the bonds. The storm recovery charges are payable by all retail electric customers. Certain self-generation is excluded from the calculation of the storm recovery charges under the financing order as described in this prospectus.

The storm recovery property is not a static pool of receivables or assets. Storm recovery charges authorized in the financing order that relate to the storm recovery property are irrevocable and not subject to reduction, impairment, or adjustment by further action of the Council except that storm recovery charges are subject to annual and semi-annual and other interim standard true-up adjustments to correct overcollections or undercollections and to provide the expected recovery of amounts sufficient to timely provide all scheduled payments of debt service and other required amounts and charges in connection with the bonds, and to nonstandard true-up adjustments under certain circumstances to reflect significant changes from historical conditions of operations, such as the loss of significant electric load. There is no “cap” on the level of storm recovery charges that may be imposed on consumers of electricity in ENO’s service territory to meet scheduled principal of and interest on the bonds and to pay ongoing financing costs, and such storm recovery charges may be assessed until the bonds are paid in full, without any specified time limit. All revenues and collections resulting from storm recovery charges provided for in the financing order that relate to the bonds are part of the storm recovery property. The storm recovery property relating to the bonds is described in more detail under “Description of the Storm Recovery Property” in this prospectus.

In the financing order, the Council, among other things:

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• orders that ENO is authorized to impose nonbypassable storm recovery charges on, and ENO as servicer is authorized to collect from, ENO’s retail electric customers in an amount sufficient to provide for the timely payment of principal of and interest on the storm recovery bonds and all ongoing financing costs,

• orders that upon the transfer of the storm recovery property to us by ENO, we shall have all of the rights, title and interest of ENO with respect to any storm recovery property, including, without limitation, the right to impose, bill, charge, collect and receive the storm recovery charges authorized by the financing order and to exercise any and all rights and remedies with respect thereto, and

• guarantees that it will act pursuant to the financing order to ensure that expected storm recovery charges are sufficient to pay on a timely basis scheduled principal of and interest on the bonds and ongoing financing costs.

Please read “The Securitization Law” and “ENO’s Financing Order” for more information.

The characteristics of storm recovery property are unlike the characteristics of assets underlying mortgage and other commercial asset securitizations because storm recovery property is a creature of statute and regulatory commission proceedings. Because the nature and characteristics of the storm recovery property and many elements of the bond securitization are set forth and constrained by the Securitization Law, ENO, as sponsor, does not select the assets to be securitized in ways common to many securitizations. Moreover, the bonds do not contain origination or underwriting elements similar to typical mortgage or other loan transactions involved in other forms of asset-backed securities. The Securitization Law and the financing order require the imposition on, and collection of storm recovery charges from, all retail electric customers of ENO. Certain self-generation is excluded from the calculation of the storm recovery charges under the financing order. Since the storm recovery charges are assessed against all such retail electric customers and the true-up adjustment mechanism adjusts for the impact of customer defaults, the collectability of the storm recovery charges is not ultimately dependent upon the credit quality of particular ENO customers, as would be the case in the absence of the true-up adjustment mechanism.

The review by ENO of the storm recovery property underlying the bonds has involved a number of discrete steps and elements as described in more detail below. First, ENO has analyzed and applied the Securitization Law’s requirements for securitization of storm recovery costs and associated financing costs in seeking approval of the Council for the issuance of the financing order and in its proposal with respect to the characteristics of the storm recovery property to be created pursuant to the financing order. In preparing this proposal, ENO worked with its counsel and its financial advisor in preparing the application for a financing order and with the Council on the terms of the financing order. Moreover, ENO worked with its counsel, its financial advisor, the underwriter and counsel to the underwriter in preparing the legal agreements that provide for the terms of the bonds and the security for the bonds. ENO has analyzed economic issues and practical issues for the scheduled payment of the bonds including the impact of economic factors, potential for disruptions due to weather or catastrophic events and its own forecasts for customer growth as well as the historic accuracy of its prior forecasts.

In light of the unique nature of the storm recovery property, ENO has taken (or prior to the offering of the bonds, will take) the following actions in connection with its review of the storm recovery property and the preparation of the disclosure for inclusion in this prospectus and the accompanying prospectus supplement describing the storm recovery property, the bonds and the proposed securitization:

• reviewed the Securitization Law and together with the Home Rule Charter of the City of New Orleans, any applicable rules and regulations of the Council as they relate to the storm recovery property in connection with the preparation and filing of the application with the Council for the approval of the financing order in order to confirm that the application and proposed financing order satisfied applicable statutory and regulatory requirements;

• actively participated in the proceeding before the Council relating to the approval of the requested financing order;

• compared the financing order, as issued by the Council, to the Securitization Law and any applicable rules and regulations of the Council as they relate to the storm recovery property to confirm that the financing order met such requirements;

• compared the proposed terms of the bonds to the applicable requirements in the Securitization Law, the financing order and any applicable regulations of the Council to confirm that they met such requirements;

• prepared and reviewed the agreements to be entered into in connection with the issuance of the bonds and compared such agreements to the applicable requirements in the Securitization Law, the financing order and any applicable regulations of the Council to confirm that they met such requirements;

• reviewed the disclosure in this prospectus and the accompanying prospectus supplement regarding the Securitization Law, the financing order and the agreements to be entered into in connection with the issuance of the bonds, and compared such descriptions to the relevant provisions of the Securitization Law, the financing order and such agreements to confirm the accuracy of such descriptions;

• consulted with legal counsel to assess if there is a basis upon which the bondholders (or the trustee acting on their behalf) could successfully challenge the constitutionality of the Securitization Law or the financing

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order so as to result in the impairment of the value of the storm recovery property, or a substantial reduction, alteration or impairment of the storm recovery charges;

• reviewed the process and procedures in place for it, as servicer, to perform its obligations under the servicing agreement, including without limitation, billing and collecting the storm recovery charges to be provided for under the storm recovery property, forecasting storm recovery charges, preparing and filing applications for true-up adjustments to the storm recovery charges;

• reviewed the operation of the true-up mechanism for adjusting storm recovery charge levels to meet the scheduled payments on the bonds and in this context took into account its experience with the Council; and

• with the assistance of its financial advisor and the underwriter, prepared financial models in order to set the initial storm recovery charges to be provided for under the storm recovery property at a level sufficient to pay on a timely basis scheduled principal and interest on the bonds and other ongoing financing costs.

In connection with the preparation of such models, ENO:

• reviewed (i) the historical retail electric demand and usage and customer growth within its service territory and (ii) forecasts of expected energy sales and customer growth; and

• analyzed the sensitivity of the weighted average life of the bonds in relation to variances in actual energy consumption or demand levels (retail electric sales) from forecasted levels and in relation to the true-up mechanism in order to assess the probability that the weighted average life of the bonds may be extended as a result of such variances, and in the context of the operation of the true-up mechanism for adjustment of storm recovery charges to address under or overcollections in light of scheduled payments on the bonds.

As a result of this review, ENO has concluded that:

• the storm recovery property, the financing order and the agreements to be entered into in connection with the issuance of the bonds meet in all material respects the applicable statutory and regulatory requirements;

• the disclosure in this prospectus and the accompanying prospectus supplement regarding the Securitization Law, the financing order and the agreements to be entered into in connection with the issuance of the bonds is, or in the case of the accompanying prospectus supplement, will be, as of its respective date, accurate in all material respects;

• the servicer has adequate processes and procedures in place to perform its obligations under the servicing agreement;

• storm recovery charges, as adjusted from time to time as provided in the Securitization Law and the financing order, are expected to generate sufficient revenues to pay on a timely basis scheduled principal and interest on the bonds and other ongoing financing costs; and

• the design and scope of ENO’s review of the storm recovery property as described above is effective to provide reasonable assurance that the disclosure regarding the storm recovery property in this prospectus and the accompanying prospectus supplement is accurate in all material respects.

THE SECURITIZATION LAW

The Securitization Law Authorizes Utilities to Recover Storm Recovery Costs Through the Issuance of Bonds Pursuant to a Financing Order.

In May 2006, the Louisiana legislature enacted The Louisiana Electric Utility Storm Recovery Securitization Act, which authorized electric utilities to use securitization financing for storm recovery costs, including the funding and replenishment of storm reserves. This provision of Louisiana law, the Securitization Law, is codified at Louisiana Revised Statutes 45:1226-1236. The Securitization Law governs the application for, and the Council’s issuance of, a financing order allowing for the securitization of storm recovery costs and upfront financing costs.

A Louisiana utility which furnishes electric service within the City of New Orleans must apply to the Council for a financing order under the Securitization Law to authorize the issuance of storm recovery bonds. ENO applied for a financing order under the Securitization Law, which was issued by the Council on May 14, 2015 and will become final and non-appealable on June 16, 2015.

ENO and Other Utilities May Securitize Storm Recovery and Upfront Financing Costs.

We May Issue Storm Recovery Bonds to Recover ENO’s Storm Recovery Costs.

Under the Securitization Law and the home rule power granted to the Council under the Louisiana Constitution, the Council may issue financing orders approving the issuance of storm recovery bonds, such as the storm recovery bonds issued by us, to recover storm recovery costs, including the cost of funding or replenishing storm reserves as well as the related carrying costs, together with the upfront costs of issuing storm recovery bonds. A utility, its successors or a third-party assignee

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of a utility may issue storm recovery bonds. The Securitization Law requires the proceeds of the storm recovery bonds to be used for the purposes of recovering or financing storm recovery costs and financing costs, solely as determined by the Council. The storm recovery bonds are secured by and payable from storm recovery property, which includes the right to impose, bill, collect and receive storm recovery charges. Storm recovery charges can be imposed only when and to the extent that storm recovery bonds are issued.

The Securitization Law contains a number of provisions designed to facilitate the securitization of storm recovery costs and upfront financing costs.

Creation of Storm Recovery Property.

As authorized by the Securitization Law, and provided by the financing order, the storm recovery property was created when the financing order was issued.

A Financing Order is Irrevocable.

A financing order, once effective, together with the storm recovery charges authorized in the financing order, is irrevocable and not subject to reduction, impairment, or adjustment by the Council, except for adjustments pursuant to the Securitization Law in order to correct overcollections or undercollections and to ensure the projected recovery of amounts sufficient to provide timely payment of debt service and all other financing costs in connection with the storm recovery bonds. Although a financing order is irrevocable, the Securitization Law allows for applicants to apply for one or more new financing orders to provide for retiring and refunding storm recovery bonds.

State and Council Pledges.

Under the Securitization Law, the State has pledged, for the benefit and protection of storm recovery bondholders and ENO, that it will not alter the provisions of the Securitization Law which authorize the Council to create a property right by the issuance of a financing order, to create storm recovery property and to make the storm recovery charges imposed by the financing order irrevocable, binding and non-bypassable charges, or take or permit any action that impairs or would impair the value of the storm recovery property, or, except for adjustments discussed in “ENO’s Financing Order-True-ups” and “The Servicing Agreement-The Storm Recovery Charge Adjustment Process,” or for a refinancing or refunding, reduce, alter, or impair storm recovery charges that are to be imposed, collected and remitted to storm recovery bondholders until any and all principal, interest and premium, financing costs, and other fees, expenses or charges incurred and any contracts to be performed in connection with the related storm recovery bonds have been paid and performed in full. However, nothing will preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges collected pursuant to the financing order and the full protection of the storm recovery bondholders and any assignee or financing party. Please read “Risks Associated with Potential Judicial, Legislative or Regulatory Actions.”

As authorized by the Securitization Law, in the financing order, the Council has pledged that the financing order will be irrevocable until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. Except for adjustments discussed in “ENO’s Financing Order-True-ups” and “The Servicing Agreement-The Storm Recovery Charge Adjustment Process,” or a refinancing or refunding, the Council will not amend, modify, or terminate the financing order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges or in any way reduce or impair the value of the storm recovery property until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. However, nothing will preclude limitation or alteration of the financing order if and when full compensation is made by law for the full protection of the storm recovery charges approved pursuant to the financing order and the full protection of the bondholders and any assignee or financing party. Please read “Risks Associated with Potential Judicial, Legislative or Regulatory Actions.”

Constitutional Matters.

To date, no federal or Louisiana cases addressing the repeal or amendment of securitization provisions analogous to those contained in the Securitization Law have been decided. There have been cases in which federal courts have applied the Contract Clause of the United States Constitution to strike down legislation regarding similar matters, such as legislation reducing or eliminating taxes, public charges or other sources of revenues servicing other types of bonds issued by public instrumentalities or private issuers, or otherwise substantially impairing or eliminating the security for bonds or other indebtedness. The Louisiana Supreme Court has declared that the Contract Clause of the Louisiana Constitution is virtually identical and substantially equivalent to the Contract Clause of the United States Constitution. Based upon this case law, Phelps Dunbar, L.L.P. will opine, prior to the closing of the offering of the storm recovery bonds described in the prospectus supplement accompanying this prospectus, to the effect that the pledge described above unambiguously indicates the State’s intent to be bound with the bondholders and, subject to all of the qualifications, limitations and assumptions set forth in its opinion, supports the conclusion that the State Pledge constitutes a binding contractual relationship between the State and the

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bondholders for purposes of both the Federal Contract Clause and Louisiana Contract Clause. Subject to all of the qualifications, limitations and assumptions set forth in its opinion, including that any impairment of the contract be “substantial,” Phelps Dunbar, L.L.P. will opine prior to the closing of the offering of the storm recovery bonds described in the prospectus supplement accompanying this prospectus that a reviewing court of competent jurisdiction would hold that the State of Louisiana could not constitutionally repeal or amend the Securitization Law or take any other action contravening the State Pledge and creating an impairment (without, as the Securitization Law requires, providing full compensation by law for the full protection of the storm recovery charges to be collected pursuant to the financing order and full protection of the bondholders), unless such court would determine that such impairment clearly is a reasonable and necessary exercise of the State of Louisiana’s sovereign powers based upon reasonable conditions and of a character reasonable and appropriate to the emergency or other significant and legitimate public purpose justifying such action.

Phelps Dunbar, L.L.P., prior to the closing of the offering of the storm recovery bonds described in the prospectus supplement accompanying this prospectus, will opine to the effect that, subject to all of the qualifications, limitations and assumptions set forth in its opinion, the State Pledge and the Council Pledge are not an impermissible attempt to “contract away” the police power of the State of Louisiana (including the police power of its subdivision, the City of New Orleans), and will not be disregarded under the reserved powers doctrine so as to preclude a reviewing court of competent jurisdiction from holding that violation of the terms of the State Pledge or the Council Pledge, in applicable factual circumstances, is reversible by the courts.

Phelps Dunbar, L.L.P., subject to all of the qualifications, limitations and assumptions (including the assumption that any impairment would be “substantial”) set forth in its opinion, will opine that a Louisiana state court reviewing an appeal of any Council action of a legislative character (including seeking to have the City expropriate portions of ENO’s electric distribution facilities and cease collecting storm recovery charges) would conclude that the Council Pledge (i) creates a binding contractual obligation of the City of New Orleans for purposes of the Federal Contract Clause and the Louisiana Contract Clause and (ii) provides a basis upon which the bondholders could challenge successfully on appeal any such action by the Council of a legislative character, including the rescission or amendment of the financing order or the Council seeking to have the City expropriate portions of ENO’s electronic distribution facilities and cease collecting the storm recovery charges, that such court determines violates the Council pledge in a manner that substantially reduces, limits or impairs the value of the storm recovery property including the storm recovery charges, prior to the time that the bonds are fully paid and discharged, unless there is a judicial finding that the Council action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious or an abuse of authority.

In addition, any action of the Louisiana legislature or the Council adversely affecting the storm recovery property or the ability to collect storm recovery charges may be considered a “taking” under the United States or Louisiana Constitutions. Phelps Dunbar, L.L.P. has advised us that it is not aware of any federal or Louisiana court cases addressing the applicability of the Takings Clause of the United States or Louisiana Constitution in a situation analogous to that which would be involved in an amendment or repeal of the Securitization Law or the financing order. It is possible that a court would decline even to apply a Takings Clause analysis to a claim based on an amendment or repeal of the Securitization Law or the financing order, since, for example, a court might determine that a Contract Clause analysis rather than a Takings Clause analysis should be applied. Assuming a Takings Clause analysis were applied under the United States Constitution or the Louisiana Constitution, Phelps Dunbar, L.L.P. will opine, prior to the closing of the offering of the storm recovery bonds described in the prospectus supplement accompanying this prospectus, to the effect that under existing case law, a reviewing court of competent jurisdiction would hold, subject to all of the qualifications, limitations and assumptions set forth in its opinion, if it concludes that the storm recovery property is protected by the Takings Clause of the United States Constitution and Takings Clause of the Louisiana Constitution, that the State or the City (as the case may be) would be required to pay just compensation to bondholders, as determined by such court, if the State Legislature repealed or amended the Securitization Law or took any other action contravening the State Pledge, or if the Council repealed or amended the financing order or took any other action contravening the Council Pledge, if the court determines doing so constituted a permanent appropriation or destruction of a substantial property interest of the bondholders in the storm recovery property and deprived the bondholders of their reasonable expectations arising from their investments in the bonds. In examining whether action of the Louisiana legislature or the Council amounts to a regulatory taking, both federal and state courts will consider the character of the governmental action and whether such action substantially advances the State’s or the Council’s (as the case may be) legitimate governmental interests, the economic impact of the governmental action on the bondholders, and the extent to which the governmental action interferes with distinct investment-backed expectations. There is no assurance, however, that, even if a court were to award just compensation, it would be sufficient for you to recover fully your investment in the storm recovery bonds.

In connection with the foregoing, Phelps Dunbar, L.L.P. has advised us that issues relating to the Contract and Takings Clauses of the United States and Louisiana Constitutions are essentially decided on a case-by-case basis and that the courts’ determinations, in most cases, appear to be strongly influenced by the facts and circumstances of the particular case, and Phelps Dunbar, L.L.P. has further advised us that there are no reported controlling judicial precedents that are directly on point. The opinions described above will be subject to the qualifications included in them. The degree of impairment necessary to meet

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the standards for relief under a Takings Clause analysis or Contract Clause analysis could be substantially in excess of what a storm recovery bondholder would consider material.

In addition, Phelps Dunbar, L.L.P. will opine, prior to the closing of the offering of the storm recovery bonds described in the prospectus supplement accompanying this prospectus, to the effect that under existing case law, a reviewing court of competent jurisdiction would hold that the Securitization Law is constitutional in all material respects under the United States Constitution and, subject to all of the qualifications, limitations and assumptions set forth in its opinion, that the State Pledge, and the Louisiana legislature’s supplemental grant of power to the Council to make the financing order irrevocable, contained in the Securitization Law are not an impermissible attempt to “contract away” the police power of the State of Louisiana (including the police power of its political subdivision, the City of New Orleans), and will not be disregarded under the reserved powers doctrine, and that the Securitization Law is constitutional in all material respects under the Louisiana Constitution.

We will file a copy of each of the Phelps Dunbar, L.L.P. opinions with the SEC.

For a discussion of risks associated with potential judicial, legislation or regulatory actions, please read “Risks Associated with Potential Judicial, Legislative or Regulatory Actions.”

Storm Recovery Charges May Be Adjusted.

The Securitization Law authorizes the Council to provide, and the Council has provided, in the financing order, that storm recovery charges be adjusted at least semi-annually, quarterly following the last scheduled final payment date and more often as necessary to assure the timely payment of debt service on the storm recovery bonds and related financing costs. The purposes of these adjustments are:

• to correct any overcollections or undercollections during the preceding six months, and

• to ensure the projected recovery of amounts sufficient to provide timely payment of debt service and all other financing costs in connection with the storm recovery bonds.

Storm Recovery Charges Are Nonbypassable.

The Securitization Law provides that the storm recovery charges are nonbypassable subject to the terms of the financing order. “Nonbypassable” means that ENO collects these charges from all retail electric customers of ENO, i.e., all customers receiving transmission or distribution retail electric service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council. As described below, certain self-generation is excluded from the calculation of the storm recovery charges. Under current law, customers of Louisiana public utilities cannot buy their electricity from alternative electricity suppliers.

Generally, there are two categories of self-generation that are currently applicable to ENO: industrial or commercial-sized self-generation, such as co-generation, and net metered self-generation, which is limited to customers (currently, residential customers for self-generation of less than 25kW and commercial customers for self-generation of less than 300kW) using qualifying resources (such as solar). As of December 31, 2014, net metered self-generation capacity accounted for approximately 3% of ENO's peak load.

For industrial/commercial-sized self-generation, whether storm recovery charges are imposed depends upon two factors: first, whether the customer had installed, or had made a substantial financial commitment to install, the self-generation facilities prior to June 1, 2015, and second, whether the net- generation serves new load. If a customer had installed, or had made a substantial financial commitment to install, such self-generation facilities prior to June 1, 2015, then the customer load served by the new self-generation facilities will not be subject to storm recovery charges. In addition, new customer load that comes on-line after June 1, 2015 and which is served by new self-generation facilities constructed on the customer’s premises will also be excluded from the calculation of storm recovery charges. Otherwise, load served by self-generation will be included in the calculation of storm recovery charges with respect to such self-generation. For those customers who initiate such self-generation, storm recovery charges will be assessed based upon the customer's service prior to the commercial in-service date of the self-generation facilities (reduced by any stand-by or maintenance energy consumption).

For all net-metered self-generation using qualifying resources (such as solar), regardless of the date of installation, storm recovery charges will be calculated based upon the gross energy delivered by ENO to the customer irrespective of the amount of energy delivered by the customer to the grid. To the extent that a net-metered customer uses self-generation in a manner that is not reflected on the meter (“behind the meter” usage) and, therefore, not delivered by ENO, such usage will be excluded from the calculation of storm recovery charges.

Finally, any retail electric customer who completely discontinues transmission and distribution services from ENO will cease to be a “retail electric customer” and, therefore, will be exempt entirely from the payment of storm recovery charges.

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The Securitization Law Protects the Bondholders’ Security Interest in Storm Recovery Property.

The Securitization Law provides that a valid and enforceable security interest in storm recovery property will attach only after the issuance of a financing order, the execution and delivery of a security agreement in connection with the issuance of the storm recovery bonds and the receipt of value for the storm recovery bonds. The security interest attaches automatically at the time when all of the foregoing conditions have been met.

Upon perfection by filing a financing statement, under Section 1231(D) of the Securitization Law and otherwise in accordance with the Uniform Commercial Code (“UCC”)of the State of Louisiana, the security interest will be a perfected security interest in the storm recovery property and all proceeds of the property, whether accrued or not, and will have priority in the order of perfection and take precedence over any subsequent lien creditor. The servicer pledges in the servicing agreement to file all necessary continuation statements.

The Securitization Law provides that priority of transfers of and security interests in storm recovery property will not be impaired by:

• commingling of funds arising from storm recovery charges with other funds, or

• modifications to the financing order or the storm recovery property, including resulting from any true-up adjustment.

Please read “Risks Associated with the Unusual Nature of the Storm Recovery Property.”

The Securitization Law Characterizes the Transfer of Storm Recovery Property as a True Sale.

The Securitization Law provides that an electric utility’s or an assignee’s transfer of storm recovery property is a “true sale” under Louisiana law and is not a secured transaction (other than for federal and state income tax purposes) and that the transferor’s right, title, and interest in, to, and under the storm recovery property passes to the transferee, if the agreement governing that transfer expressly states that the transfer is a sale or other absolute transfer. Please read “The Sale Agreement” and “Risks Associated With Potential Bankruptcy Proceedings of the Seller or the Servicer.”

ENO’S FINANCING ORDER

ENO’s Securitization Proceeding and Financing Order.

On January 15, 2015, the Council issued its Resolution No. 15-17 determining that ENO could recover storm recovery costs, including the replenishment of storm reserves, relating to the damage caused by Hurricane Isaac which struck New Orleans in August 2012. On January 29, 2015, ENO filed a securitization application with the Council seeking approval of a financing order allowing ENO to utilize the proceeds of storm recovery bonds issued pursuant to the Securitization Law to finance the storm recovery costs approved in Resolution 15-17. The application requested that the Council issue a financing order authorizing the issuance of storm recovery bonds in the aggregate principal amount of approximately $88.5 million (assuming a June 30, 2015 issuance date), consisting of: (a) $31.7 million of storm recovery costs, including carrying costs, plus (b) the cost of funding and replenishing a storm recovery reserve in the amount of $53.4 million, plus (c) upfront financing costs of approximately $3.4 million, plus the cost of any Council-approved credit enhancement, plus or minus (d) any adjustment to carrying costs necessary to account for a bond issuance date other than June 30, 2015.

On May 14, 2015, the Council issued its financing order to ENO authorizing the issuance of storm recovery bonds in the aggregate principal amount of approximately $99.0 million (assuming a June 30, 2015 issuance date), consisting of: (a) $31.7 million of storm recovery costs, including carrying costs, plus (b) the cost of funding and replenishing a storm recovery reserve in the amount of $63.9 million, plus (c) upfront financing costs of approximately $3.4 million, plus the cost of any Council-approved credit enhancement, plus or minus (d) any adjustment to carrying costs necessary to account for a bond issuance date other than June 30, 2015.

The financing order is the first financing order issued to ENO for storm recovery or any other purpose.

ENO has filed the financing order with the SEC as an exhibit to the registration statement of which this prospectus forms a part for you to read in more detail.

In the financing order, the Council stated that it will act pursuant to the irrevocable financing order as expressly authorized by the Securitization Law to ensure that expected storm recovery charge revenues are sufficient to pay the scheduled principal of and interest on the storm recovery bonds issued pursuant to the financing order and all other financing costs in connection with the storm recovery bonds. Such financing order, pursuant to its terms and the Council’s constitutional home rule power and the provisions of the Securitization Law, is irrevocable and is not subject to reduction, impairment or adjustment by further action of the Council, except as contemplated by the periodic true-up adjustments. The financing order also concludes that the true-up mechanism and all other undertakings of the State of Louisiana and the Council set forth in the irrevocable financing order are direct, explicit, irrevocable and unconditional upon issuance of the storm recovery bonds, and

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are legally enforceable against the State of Louisiana and the Council. Please read “Risks Associated With Potential Judicial, Legislative or Regulatory Actions.”

Collection of Storm Recovery Charges

The financing order authorizes ENO to collect storm recovery charges from customers in an amount sufficient at all times to provide for recovery of ENO’s aggregate storm recovery costs and upfront and ongoing financing costs, which include principal and interest and certain ongoing fees and expenses associated with the storm recovery bonds. There is no “cap” on the level of storm recovery charges that may be imposed on customers, including the State of Louisiana and other governmental entities, to pay on a timely basis scheduled principal and interest on the storm recovery bonds. There is also no limit on how long storm recovery charges may be imposed; pursuant to the financing order, the charges will be imposed until the storm recovery bonds and all related financing costs have been paid in full. In addition, if as a result of a fundamental change in the manner of regulation of public utilities in Louisiana, any alternative electricity suppliers serving ENO’s retail electric customers are permitted to bill and collect storm recovery charges, such charges must be billed and collected and remitted to the servicer in a manner which will not cause the current credit ratings on the storm recovery bonds to be suspended, withdrawn or downgraded.

Issuance Advice Letter

Within two business days’ following the determination of the final terms of the storm recovery bonds and prior to their issuance, ENO is required to file with the Council an issuance advice letter, which will:

• confirm that customers will experience savings relative to traditional methods of financing,

• confirm that the structure, term and pricing of the storm recovery bonds is consistent with the terms of the financing order,

• evidence the actual terms on which the storm recovery bonds will be issued,

• show the actual initial storm recovery charges,

• identify us, and

• certify that the structuring and pricing of the storm recovery bonds resulted in the lowest storm recovery charges consistent with market conditions on the date and time of such pricing.

Within one business day of receipt of the issuance advice letter, a designee of the Council will either (a) approve the transaction by executing a concurrence, or (b) reject the issuance advice letter and state the reasons therefor. The designee will approve the final structure, terms and pricing of the transaction if he or she determines that the final structure, terms and pricing of the transaction are consistent with the criteria established by the financing order and that the mathematical calculations in the issuance advice letter are accurate. The designee’s concurrence shall represent the final, binding and irrevocable approval by the Council of the structure, terms and pricing of the storm recovery bonds and all related documents and security. A change in market conditions from the date and time of the actual pricing of the storm recovery bonds shall not constitute grounds for rejecting the issuance advice letter.

Tariff

We are required, prior to the issuance of any storm recovery charges, to complete and file a tariff in the form attached to the financing order. The tariff establishes the initial storm recovery charge. Please read “Description of the Storm Recovery Property-Tariffs Imposing Storm Recovery Charges.”

True-Ups

The Securitization Law authorizes and the financing order requires that storm recovery charges be adjusted at least semi-annually to correct any overcollections or undercollections in the preceding six months, or such shorter period following the issuance of the storm recovery bonds, as set forth in the related prospectus supplement, and to ensure the projected recovery of amounts sufficient to provide for the timely payment of scheduled payments of principal, interest and other amounts in respect of the storm recovery bonds during the subsequent 12 month period (or in the case of quarterly true-ups, the period ending on the next bond payment date), except for the first true-up adjustment period, which may be longer or shorter than six months, but in any event no longer than nine months. If the storm recovery bonds are outstanding after the last scheduled final payment date, the financing order requires that storm recovery charges be adjusted quarterly to provide for the payment of all such bonds, including interest due thereon, by the next succeeding payment date.

Additionally, the financing order also authorizes the servicer to make interim true-up adjustments more frequently if the servicer forecasts that storm recovery charge collections will be insufficient to make on a timely basis all scheduled payments of principal, interest and other amounts in respect of the storm recovery bonds during the current or next succeeding semi-annual period and to replenish any draws upon the capital subaccount. These adjustments are intended to ensure the expected recovery of amounts sufficient to timely provide all payments of debt service and other required amounts and charges in connection with the storm recovery bonds for the two payment dates next succeeding the adjustment. The Securitization Law does not cap the level of storm recovery charges that may be imposed on customers as a result of the true-up process.

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The Council must be given at least 15 days’ notice prior to making either the semi-annual or quarterly true-up adjustment or any interim true-up adjustment. In the event any correction to a true-up adjustment due to mathematical errors in the calculation of the adjustment or otherwise is necessary, it will be made in a future true-up adjustment.

The financing order also authorizes the servicer to request an amendment to the true-up mechanism, referred to as non-standard true-up adjustment, from the Council, at any time, to address any material deviations between storm recovery charge collections and amounts required to provide for the timely payment of scheduled payments of principal, interest and other amounts in respect of the storm recovery bonds. No non-standard true-up adjustment may become effective unless the rating agency condition has been satisfied.

Under the terms of the financing order, the storm recovery charge for each customer will be calculated based upon such customer’s projected base revenue, subject to certain limited adjustments as described below under “Description of the Storm Recovery Property-Tariffs Imposing Storm Recovery Charges.” Any overcollection or undercollection of storm recovery charges from any customers will be included in the true-up and will be taken into account in the application of the true-up mechanism to adjust the storm recovery charge for all customers.

The State has pledged in the Securitization Law and the Council has pledged in the financing order that it will not take or permit any action that would impair the value of the storm recovery property, or, except as permitted in connection with a true-up adjustment authorized by the statute, reduce, alter or impair the storm recovery charges until the principal, interest and premium, and any other charges incurred and contracts to be performed in connection with the storm recovery bonds, have been paid and performed in full. Please read “The Securitization Law-ENO and Other Utilities May Securitize Storm Recovery and Upfront Financing Costs,” “Risk Factors” for further information.

Servicing Agreement

In the financing order, the Council required ENO to enter into a servicing agreement described under “The Servicing Agreement” in this prospectus.

Binding on Successors

The financing order, along with the storm recovery charges authorized in the financing order, is binding on:

• ENO,

• any successor to ENO that provides transmission and distribution service to ENO’s retail electric customers,

• any other entity that provides distribution service to ENO’s retail electric customers,

• any other entity responsible for billing and collecting storm recovery charges on our behalf, and

• any successor to the Council.

DESCRIPTION OF THE STORM RECOVERY PROPERTY

Creation of Storm Recovery Property; Financing Order

The Securitization Law defines storm recovery property as the rights and interests of an electric utility or successor under a financing order, including the right to impose, bill, charge, collect and receive storm recovery charges, which charges include amounts to be charged to recover storm recovery costs, established in the financing order. The storm recovery property was created when the financing order was issued. The storm recovery bonds will be secured by storm recovery property, as well as the other collateral described under “Security for the Storm Recovery Bonds.”

In addition to the right to impose, bill, charge, collect and receive storm recovery charges, the financing order:

• authorizes the transfer of storm recovery property to us and the issuance of storm recovery bonds;

• establishes procedures for periodic true-up adjustments to storm recovery charges in the event of overcollection or undercollection; and

• provides that the financing order is irrevocable and not subject to reduction, impairment, or adjustment by further act of the Council (except for the periodic adjustments to the storm recovery charges).

A form of issuance advice letter and a form of tariff are attached to the financing order. We will complete and file both documents with the Council immediately after the pricing of the storm recovery bonds.

The issuance advice letter confirms to the Council the interest rate and expected amortization schedule for the storm recovery bonds and sets forth the actual dollar amount of the initial storm recovery charges as described above under “ENO’s Financing Order-Issuance Advice Letter.” The dollar amount of the initial storm recovery charges, along with any other terms of the issuance advice letter and tariff affecting the terms of the storm recovery bonds, will be more fully described in the prospectus supplement.

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Calculation of Storm Recovery Charges

The storm recovery charges will be calculated to generate revenues sufficient to pay the scheduled principal and interest on the storm recovery bonds, together with related financing costs, for the next succeeding 12 month period or, following the scheduled final payment date for the latest maturing tranche, through the next succeeding maturity date. This revenue requirement is referred to as the periodic revenue requirement.

Under the financing order, the storm recovery charge will be a single rate, expressed as a percentage of each customer's base revenue charges. Thus, while each customer will pay a different dollar amount of storm recovery charges, each customer will pay the same percentage of its base revenue charges.

The storm recovery charge rate will be initially calculated, and adjusted from time to time, through the true-up process by forecasting base rate revenue, using forecasted customer usage and delinquencies information for such period, and then determining a storm recovery charge rate which, when applied to such projected base revenues, will yield revenues at least sufficient to satisfy on a timely basis the periodic revenue requirement for the next ensuing twelve month period. The amount which must be billed to customers to generate the periodic revenue requirement, during a forecasted period, after giving effect to payment patterns, delinquencies and write-offs, is referred to as the periodic billing requirement.

Any undercollection (or overcollection) of the storm recovery charges from any customer will be included in calculating the periodic billing requirement payable by all customers in the next true-up adjustment. See “ENO’s Financing Order-True-Ups.”

Should ENO seek a future financing order under the Securitization Law, storm recovery charges associated with any additional storm recovery bonds may be calculated using a different methodology.

ENO customers do not currently pay any storm recovery charges under the Securitization Law or any similar securitization statute.

Tariffs Imposing Storm Recovery Charges

The initial tariff establishing the storm recovery charge (expressed as a percentage of base rate revenues) will be filed before or upon the issuance of the storm recovery bonds, and will be effective as of the issuance date of the storm recovery bonds, although the initial storm recovery charge may not appear on customer bills until the start of the first billing cycle following issuance of the storm recovery bonds. The tariff will be amended each time the storm recovery charges are adjusted.

The initial storm recovery charge will be set forth in the related prospectus supplement.

Billing and Collection Terms and Conditions

Storm recovery charges will be assessed by the servicer, for our benefit as owner of the storm recovery property, based on a customer’s actual consumption of electricity from time to time. Storm recovery charges will be collected by the servicer directly from customers as part of its normal collection activities. Storm recovery charges will be deposited by the servicer on a daily basis into the collection account under the terms of the indenture and the servicing agreement.

The obligation to pay storm recovery charges is not subject to any right of set-off in connection with the bankruptcy of the seller or any other entity. Storm recovery charges are “nonbypassable” in accordance with the provisions set forth in the Securitization Law and the financing order. If any customer does not pay the full amount of any bill to the servicer, the amount paid by the customer will be applied in the following order of priority based on the chronological order of billing: first, to any amounts due with respect to customer deposits, second, to all service charges of the servicer on the bill (which do not include storm recovery charges), third, to all storm recovery charges under the financing order, and fourth, to additional pledges billed to the customer.

THE DEPOSITOR, SELLER, INITIAL SERVICER AND SPONSOR

General

ENO will be the seller and initial servicer of the storm recovery property for the storm recovery bonds, and will be the depositor and sponsor of the securitization in which storm recovery bonds covered by this prospectus are issued.

ENO is a corporation organized under the laws of the State of Louisiana. ENO is owned by Entergy Corporation, a Delaware corporation or Entergy. In addition to ENO, the principal operating utility subsidiaries of Entergy are Entergy Arkansas, Inc., Entergy Gulf States, Louisiana, L.L.C., Entergy Louisiana, Entergy Mississippi, Inc., and Entergy Texas, Inc. Entergy also owns, among other things, all of the common stock of System Energy Resources, Inc., a generating company that owns the Grand Gulf Electric Generating Station, and Entergy Operations, Inc., a nuclear management services company. Capacity and energy from Grand Gulf are allocated among Entergy Arkansas, Inc., Entergy Louisiana, LLC, Entergy Mississippi, Inc. and ENO under a unit power sales agreement which regulates ENO’s electric and gas service, rates and charges and issuances of securities. Together with Entergy Arkansas, Inc., Entergy Louisiana Properties, LLC, and Entergy

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Mississippi, Inc., ENO owns all of the capital stock of System Fuels, Inc. System Fuels, Inc. is a special purpose company that implements and maintains programs for the purchase, delivery and storage of fuel supplies for Entergy Corporation’s utility subsidiaries.

ENO is an electric and gas public utility company providing services to customers in New Orleans, Louisiana since 1926. As of December 31, 2014, ENO provided electric service to approximately 171,120 retail electric customers. The retail electric customer base includes a mix of residential, commercial and diversified industrial retail electric customers. During the twelve months ended December 31, 2014, ENO delivered approximately 5.2 billion kilowatt hours of electricity resulting in billed electric revenue of $485.8 million. During the twelve months ended December 31, 2014, approximately 9% of ENO’s total retail electric deliveries were to industrial customers, 39% were to commercial customers, 37% were to residential customers and 15% were to government and municipal customers.

Pursuant to state law, ENO is under the exclusive regulatory supervision of the Council, except only for public safety matters which are subject to oversight by the Louisiana Public Service Commission. ENO is also subject to the jurisdiction of FERC under the Federal Power Act with respect to the sale of electricity for resale, transmission of electricity in interstate commerce, the issuance of securities, acquisitions and divestitures of utility assets, certain affiliate transactions and other matters.

ENO has pending before the Council a proposal to assume the obligation to provide retail electric service to approximately 22,000 residential customers in the 15^th Ward of the City of New Orleans on the west bank of the Mississippi River (Algiers) currently served by its affiliate, Entergy Louisiana. If this transaction is approved these customers will also be subject to the storm recovery charge. This transaction is expected to close in the third quarter of 2015. The customer or related revenue information contained in this prospectus does not reflect the addition of Algiers customers.

Where to Find Information About ENO. ENO files periodic reports with the SEC as required by the Exchange Act. Reports filed with the SEC are available for inspection without charge at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. Copies of periodic reports and exhibits thereto may be obtained at the above location at prescribed rates. Information as to the operation of the public reference facilities is available by calling the SEC at 1 800-SEC 0330. Information filed with the SEC can also be inspected at the SEC site on the World Wide Web at http://www.sec.gov. You may access a copy of ENO’s filings at http://www.entergy.com although this website is not intended to be a part of this prospectus.

Municipalization

ENO operates pursuant to its municipal franchise under an indeterminate permit granted to ENO by the Council. ENO holds a non-exclusive franchise to provide electric services on the east bank of the Mississippi River in Orleans Parish. Electric service to Algiers is currently provided by Entergy Louisiana under a separate indeterminate permit. As mentioned above, ENO has a request pending before the Council to transfer the electric operations of Entergy Louisiana, LLC in Algiers to ENO. If the request is approved by the Council, ENO expects that the Council will make ENO an additional grantee under the Entergy Louisiana, LLC indeterminate permit pursuant to which ENO will have a non-exclusive franchise to provide electric services in Algiers.

Louisiana law authorizes the City to seek to acquire portions of some or all of ENO’s electric distribution facilities through voluntary transactions or through the power of expropriation for use as part of a municipally-owned utility system. The Securitization Law and the financing order require that storm recovery charges be imposed and collected by ENO or any successor to ENO. In the servicing agreement, ENO will covenant to assert in an appropriate forum that if ENO acquires any portion of ENO’s electric distribution facilities, it must be treated as a successor to ENO under the Securitization Law and the financing order, retail electric customers in the City formerly served by ENO must remain responsible for payment of storm recovery charges and any contrary position asserted by the City violates the Council’s pledge. However, there can be no assurance that the City will not seek to acquire a portion of some or all of ENO’s electric distribution facilities and take a contrary position resulting in consuming and costly litigation and possible delays in the payment of the storm recovery bonds.

ENO Customer Base and Electric Energy Consumption

The following tables show the electricity delivered to retail electric customers, electric delivery revenues and number of retail electric customers for each of ENO’s revenue-reporting customer classes for the five preceding years. There can be no assurances that the retail electric GWh sales, retail electric revenues and number of retail electric customers or the composition of any of the foregoing will remain at or near the levels reflected in the following tables.

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Electricity Delivered to Retail Electric Customers (As Measured by GWh Sales) by Customer Class and Percentage Composition*
Customer Class	2010		2011		2012		2013		2014
Residential	1,858	36.65%	1,888	36.87%	1,772	35.38%	1,867	36.58%	1,963	37.54%
Commercial	1,899	37.45%	1,939	37.87%	1,968	39.29%	1,998	39.14%	2,047	39.13%
Industrial	503	9.93%	498	9.72%	484	9.67%	481	9.43%	452	8.65%
Government & Municipal	810	15.97%	795	15.54%	785	15.66%	758	14.85%	768	14.68%
Total Retail	5,069	100.00%	5,120	100.00%	5,009	100.00%	5,105	100.00%	5,230	100.00%

^*  Numbers not exact due to rounding.

Electric Delivery Revenues by Customer Class and Percentage Composition (Dollars in thousands)*
Customer Class	2010		2011		2012		2013		2014
Residential	$196,391	41.27%	$175,994	41.96%	$174,108	40.29%	$197,197	40.96%	$202,478	41.68%
Commercial	173,536	36.46%	153,824	36.67%	163,911	37.93%	182,748	37.96%	184,381	37.96%
Industrial	35,826	7.53%	29,800	7.10%	31,374	7.26%	34,916	7.25%	32,739	6.74%
Government & Municipal	70,146	14.74%	59,840	14.27%	62,718	14.51%	66,553	13.82%	66,174	13.62%
Total Retail	$475,899	100.00%	$419,458	100.00%	$432,112	100.00%	$481,414	100.00%	$485,772	100.00%

^*  Numbers not exact due to rounding.

Number of Retail Electric Customers and Percentage Composition in Louisiana as of December 31 of the Year Shown Below*
Customer Class	2010		2011		2012		2013		2014
Residential	138,659	88.26%	142,680	88.83%	146,706	89.05%	149,639	89.08%	152,556	89.15%
Commercial	14,079	8.96%	13,920	8.67%	14,155	8.59%	14,430	8.59%	14,672	8.57%
Industrial	2,277	1.45%	2,288	1.42%	2,112	1.28%	2,163	1.29%	2,114	1.24%
Government & Municipal	2,079	1.32%	1,738	1.08%	1,769	1.07%	1,759	1.05%	1,778	1.04%
Total Retail	157,094	100.00%	160,626	100.00%	164,742	100.00%	167,991	100.00%	171,120	100.00%

^*  Numbers not exact due to rounding.

Percentage Concentration Within ENO’s Large Commercial Customers

For the year ended December 31, 2014, the ten largest electric retail electric customers in the area served by ENO represented approximately 13% of ENO’s retail gigawatt-hour electric sales and 9% of ENO’s retail electric revenues. All ten retail electric customers are non-residential class accounts. There are no material concentrations in the residential class.

Forecasting Electricity Consumption

The Entergy operating companies, including ENO, use econometric models for forecasting residential, commercial, small industrial and governmental electric sales. The models use ten years of monthly historical data when possible, although some models use only five to eight years because of reliability issues with older sales data. Entergy’s largest 150 industrial customers (the Top 150) are forecasted and tracked individually through account managers. Of the Top 150 accounts, three are located in the area served by ENO.

Economic driver data used in the econometric models, both historical and forecasted are obtained from Moody’s Analytics. The data includes both customized data for the area served by ENO, as well as national drivers for a wide variety of variables. Temperature data is obtained from the National Weather Service and converted to cooling and heating degree days for use in all models except for those instances (such as for all industrial class models) where no dependence of sales to weather could be established. Actual data is used for the historical time periods and normal (twenty-year average) cooling and heating days are used for the forecasted periods.

Econometric sales forecasts for ENO’s residential class are derived from separate usage per customer (UPC) and customer count models, the outputs of which are multiplied together on a monthly basis to produce estimated total sales volumes. For the other classes, total usage is directly calculated by the models (i.e., monthly UPC can be calculated by dividing the output of those models by the outputs of the customer count models). The key drivers for the UPC models are generally

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gross area economic output (similar to national gross domestic product) or real income, while customer count models are typically based on drivers such as population or households. The residential UPC and commercial usage models additionally incorporate end use variables such as appliance efficiencies and home size to account for the impact of changing end use characteristics through time. These models are generically known as Statistically Adjusted End Use (SAE) models.

Once per year, typically in July, the Entergy operating companies complete a comprehensive five-year sales forecast where econometric models are completely re-estimated and where each Top 150 account forecast is produced. The output of this exercise is the first step of a multi-stage process that determines the hourly demand (MW), generation mix and fuel cost assumptions used for planning purposes.

The table below shows the annual variance from original forecasted sales for each of the most recent five calendar years.

Annual Forecast Variance For Ultimate Electric Delivery (GWh)

	2010	2011	2012	2013	2014
Residential
Forecast	1,491	1,688	1,777	1,773	1,858
Actual	1,858	1,888	1,772	1,867	1,963
Variance (%)	24.6%	11.8%	-0.3%	5.3%	5.7%
Commercial
Forecast	1,868	1,929	1,953	2,003	2,120
Actual	1,899	1,939	1,968	1,998	2,047
Variance (%)	1.7%	0.5%	0.8%	-0.2%	-3.5%
Industrial
Forecast	553	544	537	526	469
Actual	503	498	484	481	452
Variance (%)	-9.0%	-8.5%	-9.9%	-8.6%	-3.6%
Government
Forecast	773	810	793	792	759
Actual	810	795	785	758	768
Variance (%)	4.8%	-1.9%	-1.0%	-4.3%	1.1%
TOTAL
Forecast	4,685	4,971	5,060	5,094	5,206
Actual	5,069	5,120	5,009	5,105	5,230
Variance (%)	8.2%	3.0%	-1.0%	0.2%	0.5%

Credit Policy; Billing Process; Collections Process; Termination of Service; Weather Rules

ENO bills its customers directly, and its current credit policies, billing process, and termination of service policies are described below.

Credit Policy.

ENO is required to provide customers within designated service areas either electric service, gas service or both. Using information provided by the Customer Care System (CCS) we will determine whether ENO has previously served a consumer. New applicants for residential service may elect to be scored on the basis of credit history for the purpose of determining if the deposits can be waived. The Company will consider the prior billing history of new residential applicants. New applicants for residential service with a prior billing history and whose bills were paid on time for the previous twelve (12) months will be deemed to present an acceptable credit risk for ENO. Based on such new applicant’s credit score or prior billing history, deposits may be waived. Normally a residential customer is billed an initial deposit of $75 per service.

ENO uses credit scoring which is performed by an independent consumer reporting agency and conform to the standards of the Fair Credit Reporting Act. Regulations require ENO to pay 4% simple interest for any cash deposits held by ENO on a customer account. ENO will refund interest in January/February of each year as a credit on a customer’s account. Deposits of less than six months are exempt from receiving interest. Deposits on residential accounts with 24 months of service and 12 consecutive months of good pay are returned to the customer.

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For non-residential deposits, ENO will accept the following instruments in lieu of cash deposits: an irrevocable bank letter of credit or a surety bond from a bank or surety company acceptable to ENO.

ENO’s current business practice requires industrial and commercial applicants to pay an initial deposit of up to two times the average or estimated bill for location; in some situations the deposits can be two times the highest bill for location. Customers may obtain an irrevocable letter of credit or a surety bond for deposit requirements in excess of $2,000. Cash deposits are accounted for as an obligation, but are not required to be escrowed and are included in working capital.

Billing Process.

ENO bills its customers on average every 30 days. For the year ended December 31, 2014, ENO mailed out an average of 6,881 bills on each business day to its customers. For accounts with potential billing error exceptions, reports are generated for manual review. This review examines accounts that have abnormally high or low bills, potential meter-reading errors, possible meter malfunctions and/or unbilled accounts.

Collection, Termination of Service, and Write-Off Policy.

In 2014, ENO received approximately 23% of payments by mail, 19% were walk-in payments, 9% were pay by phone, and 48% were electronic payments. ENO does collect payments at ENO local offices. Non-ENO office walk-in and pay by phone payments are handled by a third party provider. Walk-in payments collected by a third party provider must be remitted to ENO by the second business day following such payment.

Customers are sent a bill which is due and payable upon receipt, past due after 21 calendar days. If the bill is not paid by the specified due date it becomes delinquent and is subject to a late payment charge as provided for in the applicable rate schedule of the ENO. After an account becomes delinquent, the Company may disconnect service. Prior to disconnection of service for non-payment, a disconnection notice is mailed to the customer allowing the customer five (5) business days in which to make payment or payment arrangements. If the bill is not paid or if the customer has not called for extended payment arrangements, a disconnect order will be generated on the next business day. Once the disconnect order has been generated, payment in full is required to stop the termination. If the customer is disconnected, payment in full is required plus a $30 reconnect fee. In addition, the customer may be subject to an additional deposit which is normally billed in increments of $25.00 for each service until the maximum deposit (two times the highest bill) is reached for residential customers. For non-residential customers, an additional deposit is billed after disconnection based on usage at location and the full amount of two times the highest bill in last 18 months is due prior to the reconnection.

ENO provides several payment options to help customers manage their electric usage and payments. ENO customer service representatives as well as www.Entergy.com and an Automated Voice Response Unit (VRU) are available 24 hours a day, 365 days a year to assist customers with payment arrangements. Most customers can receive an extension of their last day to pay through the VRU, Entergy webpage or by talking with a customer service representative. Extensions are denied in some cases based on payment history of the account. Programs such as Pick-A-Date, which allows the customer to choose a preferred due date, and Levelized Billing Programs which allow customers to pay an average bill each month while spreading the difference over the remaining months, are available to most residential customers. Automated draw draft and Internet billing and payments are also available.

Unpaid final bills are written off after 120 days. ENO does mail a final bill to all customers. If not paid in 45 days, an in-house collection letter is mailed. A second letter is mailed approximately 15 days later. If not paid, a third letter is mailed by a third party collector at approximately 75 days after the account finals. Once the account is written off, it is turned over to a third party collection agency on a contingency basis.

Weather Rules.

The Council enforces specific weather rules on ENO in extreme weather conditions. ENO will not suspend residential service for non-payment under the following conditions: (i) if there is a bona fide dispute regarding such deliverability; (ii) if the low temperature for that day is forecast to remain below 40 degrees Fahrenheit or for the following night is forecast to be 32 degrees Fahrenheit or lower; (iii) if the high temperature for that day is forecast to be 100 degrees Fahrenheit or higher; (iv) if the National Weather Service has an Excessive Heat Warning As of June 18, 2001, the National Weather Service (NWS) made a temporary change in terminology used to identify heat events. What was previously referred to as a Heat Advisory (reflects a Heat Index of 115 degrees Fahrenheit), is currently referred to as Excessive Heat Warning. (Under the new terminology, Heat Advisory is a lower level bulletin than was previously used.) Accordingly, ENO shall adhere to the restrictions on suspension of residential service under the new term Excessive Heat Warning until such time as the NWS either makes the change permanent or reverts back to the old terminology. (or other such term that reflects a Heat Index of 115 degrees Fahrenheit or higher) issued for Orleans Parish, or (v) on a weekend, holiday, or the day before a holiday or Friday after 1:00 PM.

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For retail electric customers with a certified life support medical condition and registered with the Company as such, disconnection of residential retail electric service for non-payment shall be deferred for a period of thirty (30) days.

Write-off and Delinquency Experience

The following tables set forth information relating to the total billed revenues and write-off experience for the past five years. This historical information is presented because ENO’s actual experience with respect to write-offs and delinquencies may affect the timing of storm recovery charge collections. ENO does not expect, but cannot assure, that the delinquency or write-off experience with respect to storm recovery charge collections will differ substantially from the rates indicated. Write-off and delinquency data is affected by factors such as the overall economy, weather and changes in collection practices. The net write-off and delinquency experience is expected, but cannot be assured, to be similar to ENO previous experience. Please read “Servicing Risks.”

The following table shows total ENO electric revenues for the past five calendar years for each customer class.

	Billed Electric Revenue by Customer Class (Dollars in thousands)*
Customer Class	2010	2011	2012	2013	2014
Residential	$196,391	$175,994	$174,108	$197,197	$202,478
Commercial	173,536	153,824	163,911	182,748	184,381
Industrial	35,826	29,800	31,374	34,916	32,739
Government & Municipal	70,146	59,840	62,718	66,553	66,174
Total Retail	$475,899	$419,458	$432,112	$481,414	$485,772

^*  Numbers not exact due to rounding.

The following table shows total ENO net write-offs and total net write-offs as a percentage of total electric billed revenue for the past five years. Net write-offs include amounts recovered by ENO from deposits, bankruptcy proceedings and payments received after an account has been either written-off by ENO or transferred to one of its external collection agencies.

Net Write-Offs as a Percentage of Electric Revenues (Dollars in thousands)^* 

	As of December 31,
	2010	2011	2012	2013	2014
Billed Electric Revenues	$475,899	$419,458	$432,112	$481,414	$485,772
Net Write-Offs	$ 1,539	$ 1,653	$ 1,328	$ 2,655	$ 1,615
Percentage of Billed Electric Revenue	0.32%	0.39%	0.31%	0.55%	0.33%

^*  Numbers not exact due to rounding.

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Delinquencies

The following table sets forth information relating to the delinquency experience of ENO for residential, commercial, industrial and government customers on December 31 of each of the three preceding years:

Customer Delinquency Data^* 

	December 31, 2012	December 31, 2013	December 31, 2014
Residential
Percent of Billed Electric Revenue Not Collected Within:
0-30 days	20.30%	20.36%	21.42%
31-60 days	2.22%	1.71%	1.76%
61-90 days	0.90%	0.67%	0.70%
91 days or more	0.60%	0.44%	0.45%
Commercial, Industrial, Government & Residential
Percent of Billed Electric Revenue Not Collected Within:
0-30 days	13.03%	11.95%	11.17%
31-60 days	1.52%	1.20%	1.26%
61-90 days	0.98%	0.90%	0.90%
91 days or more	0.64%	0.60%	0.60%

^*  Data shows statistics for electric revenues for open accounts for each respective month and is calculated based upon the past due amounts included in current month billings as a percentage of the prior month’s billed revenue. Data is not available for earlier periods.

ENO does not believe that the delinquency experience with respect to storm recovery charge collections will differ substantially from the approximate rates indicated above.

Servicing Experience Relating to Storm Recovery Charges

The storm recovery charge will be the first such charge imposed in the ENO service territory. Although the Council has not authorized a storm recovery (or similar securitization) charge and ENO has not serviced such a charge in the past, affiliates of ENO have serviced similar securitization charges in Louisiana and in other states.

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., THE ISSUING ENTITY

We are a special purpose limited liability company formed under Louisiana law pursuant to a limited liability company operating agreement executed by our sole member or owner, ENO, and by us, and the filing of articles of organization and an initial report with the Secretary of the State of Louisiana. Our limited liability company operating agreement restricts us from engaging in activities other than those described in this section. We do not have any employees, but we will pay our member for administrative services in accordance with our administration agreement. We have summarized selected provisions of our limited liability company operating agreement below, a copy of which has been filed as an exhibit to the registration statement of which this prospectus is a part. On the date of issuance of the storm recovery bonds, our capital will be equal to 0.5% of the initial principal amount of such storm recovery bonds issued or such greater amount as may allow us to achieve the desired security rating and treat the storm recovery bonds as debt under applicable IRS regulations. Our capitalization after giving effect to the issuance of any storm recovery bonds will be set forth in the prospectus supplement.

As of the date of this prospectus, we have not carried on any business activities and have no operating history. We are not an agency or instrumentality of the State.

Our assets will consist of:

• the storm recovery property,

• our rights under the sale agreement (and under any bills of sale delivered thereunder), the servicing agreement, the administration agreement, and the other basic documents,

• collections of storm recovery charges that are allocated to us and the trust accounts held by the trustee, and

• any money distributed to us by the trustee from the collection account in accordance with the indenture.

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Restricted Purpose

We have been created for the sole purpose of:

• purchasing and owning the storm recovery property and the other collateral;

• issuing the storm recovery bonds, which may be comprised of one or more tranches;

• registering the storm recovery bonds with the SEC and under the securities and “blue sky” laws of various jurisdictions;

• making payments on the storm recovery bonds;

• distributing amounts released to us;

• pledging our interest in the storm recovery property and other collateral to the trustee under the indenture in order to secure the storm recovery bonds; and

• performing other activities that are necessary, suitable or convenient to accomplish these purposes.

Our limited liability company operating agreement does not permit us to engage in any activities not directly related to these purposes, including issuing securities (other than the storm recovery bonds), borrowing money or making loans to other persons. The list of permitted activities set forth in our limited liability company operating agreement may not be altered, amended or repealed without the affirmative vote of a majority of our managers, which vote must include the affirmative vote of our independent manager(s).

Our Relationship with ENO

We are direct, wholly-owned subsidiary of ENO. On the issue date for the storm recovery bonds, ENO will sell storm recovery property to us pursuant to a sale agreement between us and ENO and make a capital contribution to us in the amount of 0.5% of the aggregate principal amount of the storm recovery bonds issued. ENO will service the storm recovery property pursuant to a servicing agreement between us and ENO and provide administrative services to us pursuant to an administration agreement between us and ENO. Please read “The Sale Agreement,” “The Servicing Agreement” and “Administration Agreement.”

Our Management

Pursuant to our limited liability company operating agreement, our business will be managed initially by five managers appointed from time to time by ENO. We refer to ENO or any successor as our owner or owners. Prior to the initial issuance of storm recovery bonds, we will have at least one independent manager who, among other things, is not and has not been for at least five years from the date of their appointment:

• a direct or indirect legal or beneficial owner of us, our owner, any of our respective affiliates or any of our owner’s affiliates,

• a relative, supplier, employee, officer, director (other than as an independent director), manager (other than as an independent manager), contractor or material creditor of us, our owner or any of our affiliates or any of our owner’s affiliates, or

• a person who controls (whether directly, indirectly or otherwise) our owner or its affiliates or any creditor, employee, officer, director, manager or material supplier or contractor of our owner or its affiliates; provided, that the indirect or beneficial ownership of stock of our owner or its affiliates through a mutual fund or similar diversified investment vehicle with respect to which the owner does not have discretion or control over the investments held by such diversified investment vehicle shall not preclude such owner from being an independent manager.

The remaining managers will be employees or officers of ENO, its affiliates or any new owner. The managers will devote the time necessary to conduct our affairs.

ENO, as our sole member, will appoint the independent manager(s) prior to the issuance of the storm recovery bonds.

Manager Fees and Limitation on Liabilities

We have not paid any compensation to any manager since we were formed. We will not compensate our managers, other than the independent manager(s), but, to the extent permitted by law, we may reimburse our managers for out-of-pocket expenses incurred in connection with their services on our behalf. We will pay the independent manager(s) an annual fee totaling not more than $5,000 per year from our revenues and will reimburse them for their reasonable expenses. These expenses include the expenses and disbursements of the agents, representatives, experts and counsel that the independent manager(s) may employ in connection with the exercise and performance of their rights and duties under our limited liability company operating agreement, the indenture, the sale agreement and the servicing agreement. Our limited liability company operating agreement provides that to the extent permitted by law, the managers will not be personally liable for any of our debts, obligations or liabilities. Our limited liability company operating agreement further provides that, except as described below, to the fullest extent permitted by law, we will indemnify the managers against any liability incurred in connection with their services as managers for us if they acted in good faith and in a manner which they reasonably believed to be in or not

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opposed to our best interests. With respect to a criminal action, the managers will be indemnified unless they had reasonable cause to believe their conduct was unlawful. We will not indemnify the manager for any judgment, penalty, fine or other expense directly caused by their fraud, gross negligence or willful misconduct. In addition, unless ordered by a court, we will not indemnify the managers if a final adjudication establishes that their acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. We will pay any indemnification amounts owed to the managers out of funds in the collection account, subject to the priority of payments described in “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated.”

We Are a Separate and Distinct Legal Entity from ENO

Under our limited liability company operating agreement, we may not file a voluntary petition for relief under the Bankruptcy Code, without the affirmative vote of our member and the affirmative vote of all of our managers, including each independent manager(s). ENO has agreed that it will not cause us to file a voluntary petition for relief under the Bankruptcy Code. Our limited liability company operating agreement requires us, except for financial reporting purposes and for federal income tax purposes, and, to the extent consistent with applicable state law, state income and franchise tax purposes, to maintain our existence separate from ENO including:

• taking all steps necessary to continue our identity as a separate legal entity;

• making it apparent to third persons that we are an entity with assets and liabilities distinct from those of ENO, other affiliates of ENO, the managers or any other person; and

• making it apparent to third persons that, except for federal and certain other tax purposes, we are not a division of ENO or any of its affiliated entities or any other person.

Administration Agreement

ENO will, pursuant to an administration agreement between ENO and us, provide administrative services to us, including services relating to the preparation of financial statements, required filings with the SEC, any tax returns we might be required to file under applicable law, qualifications to do business, and minutes of our managers’ meetings. We will pay ENO a fixed fee of $100,000 per annum, payable in installments of $50,000 on each payment date for performing these services. However, ENO may seek to recover any actual incremental internal costs of administering us in excess of this amount through a request for reimbursement with the Council outside of the storm recovery charge process. In addition, we will reimburse ENO for all costs and expenses for services performed by unaffiliated third-parties and actually incurred by ENO in performing such services described above. We and ENO will file the form of the administration agreement as an exhibit to the registration statement of which this prospectus forms a part.

AFFILIATIONS AND CERTAIN RELATIONSHIPS

The issuing entity is a wholly-owned subsidiary of ENO. ENO is an operating subsidiary of Entergy. The Bank of New York Mellon has been the trustee on four securitizations for Entergy, Entergy Arkansas Restoration Funding, LLC, Entergy Louisiana Investment Recovery Funding I, L.L.C., Entergy Gulf States Reconstruction Funding I, LLC and Entergy Texas Restoration Funding, each of which was sponsored by other subsidiaries of Entergy, specifically Entergy Arkansas Inc., Entergy Louisiana, LLC and Entergy Texas, Inc. Each of the sponsor, the depositor and the underwriter may maintain other banking relationships in the ordinary course with The Bank of New York Mellon.

USE OF PROCEEDS

We will use the proceeds of the issuance of the storm recovery bonds to pay the upfront financing costs relating to the storm recovery bonds and to purchase related storm recovery property from ENO. In accordance with the financing order, ENO will apply the proceeds it receives from the sale of the storm recovery property, net of any upfront financing costs payable by ENO, as a reimbursement for previously-incurred storm recovery costs and to fund and replenish its storm recovery reserves.

DESCRIPTION OF THE STORM RECOVERY BONDS

General

We will issue the storm recovery bonds pursuant to the terms of an indenture between us and the trustee. The particular terms of the storm recovery bonds will be established in a supplement to the indenture referred to herein as the series supplement and the material terms will be described in the related prospectus supplement. Copies of the indenture and the storm recovery bonds are filed as exhibits to the registration statement of which this prospectus forms a part for investors to read in more detail. Please read “Where You Can Find More Information.”

We may issue the storm recovery bonds in the future in one or more tranches. Tranches of storm recovery bonds may differ as to the interest rate, maturity and the timing, sequential order and amount of payments of principal or interest, or both.

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The prospectus supplement will describe the specific terms of the storm recovery bonds (and the tranches (if any)). All storm recovery bonds will be identical in all respects except for the denominations, unless there is more than one tranche, in which case all storm recovery bonds of the same tranche will be identical in all respects except for the denominations.

All storm recovery bonds that we issue under the indenture will be payable solely from, and secured solely by, a pledge of and lien on the storm recovery property and the other collateral provided in the indenture. Please read “Security for the Storm Recovery Bonds-Pledge of Collateral.”

The prospectus supplement will describe the following terms of the storm recovery bonds and, if applicable, the tranches of the storm recovery bonds:

• the number of tranches, if any,

• the principal amount of the bonds and, if applicable, the tranches,

• the storm recovery charges,

• the annual rate at which interest accrues or the method or methods of determining such annual rate and, if applicable, the tranches,

• the payment dates,

• the collateral,

• the scheduled final payment date and the final maturity date of the storm recovery bonds and, if applicable, the tranches,

• the issuance date,

• the authorized denominations,

• the expected sinking fund schedule for principal and, if applicable, the tranches,

• any other material terms of the tranches that are not inconsistent with the provisions of the indenture and that will not result in any rating agency suspending, reducing or withdrawing its rating of any outstanding tranche of storm recovery bonds, and

• the identity of the trustee.

The storm recovery bonds are not a debt, liability or other obligation of the State of Louisiana, the City of New Orleans or of any political subdivision, governmental agency, authority or instrumentality of the State of Louisiana or the City of New Orleans, and do not represent an interest in or legal obligation of ENO, Entergy or any of their affiliates, other than us. Neither ENO, Entergy nor any of their affiliates will guarantee or insure the storm recovery bonds. Financing orders authorizing the issuance of the storm recovery bonds do not constitute a pledge of the full faith and credit of the State of Louisiana, the City of New Orleans, or of any political subdivisions, agencies or instrumentalities of the State or the City, to the payment of the principal of, or interest on, the storm recovery bonds. The issuance of the storm recovery bonds under the Securitization Law will not directly, indirectly or contingently obligate the State of Louisiana or the City of New Orleans, or any political subdivisions, agencies or instrumentalities of either the State or the City to levy any tax or to make any appropriation for the payment of storm recovery bonds other than for paying storm recovery charges in their capacity as consumers of electricity.

Interest and Principal on the Storm Recovery Bonds

Interest will accrue on the principal balance of a tranche of storm recovery bonds at the interest rate specified in or determined in the manner specified in the prospectus supplement. Interest will be payable on each payment date, commencing on the date specified in the prospectus supplement. Interest payments will be made from collections of storm recovery charges, including amounts available in the excess funds subaccount and, if necessary, the amounts available in the capital subaccount. Please read “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated.”

Principal of the storm recovery bonds and the tranches, if any, will be payable in the amounts and on the payment dates specified in the prospectus supplement, but only to the extent that amounts in the applicable collection account are available, and subject to the other limitations described below, under “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated.” Accordingly, principal of the storm recovery bonds may be paid later, but generally not sooner, than reflected in the expected sinking fund schedule and expected amortization schedule, except in the case of an acceleration. The prospectus supplement will set forth the expected sinking fund schedule and expected amortization schedule for the storm recovery bonds and, if applicable, the tranches. The expected sinking fund schedule will be established in a manner required by the financing order. If principal of any tranche is not paid in full on the final maturity date for such tranche, an event of default will occur. On any payment date, unless an event of default has occurred and is continuing and the storm recovery bonds have been declared due and payable, the trustee will make principal payments on the storm recovery bonds only until the outstanding principal balances of those storm recovery bonds have been reduced to the principal balances specified in the applicable expected amortization schedule for that payment date. The trustee will retain in the excess funds subaccount for payment on later payment dates any collections of storm recovery charges in excess of amounts payable as:

• fees and expenses of the servicer, the independent manager(s) and the trustee (including the servicing fee),

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• payments of interest on and principal of the storm recovery bonds,

• an investment return on amounts contributed to the capital subaccount by ENO to be released to us for remittance to ENO, and

• allocations to the capital subaccount (all as described under “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated”).

If the trustee receives insufficient collections of storm recovery charges for any payment date, and amounts in the collection account (and the applicable subaccounts of the collection account) are not sufficient to make up the shortfall, principal of any tranche of storm recovery bonds may be payable later than expected, as described in this prospectus. Please read “Other Risks Associated with an Investment in the Storm Recovery Bonds.” The failure to make a scheduled payment of principal on the storm recovery bonds because there are not sufficient funds in the collection account does not constitute a default or an event of default under the indenture, except for the failure to pay in full the unpaid balance of any tranche on the final maturity date for such tranche. If an event of default (other than a breach by the State or the Council of its pledge) has occurred and is continuing, then the trustee or the holders of not less than a majority in principal amount of the storm recovery bonds then outstanding may declare the storm recovery bonds to be immediately due and payable, in which event the entire unpaid principal amount of the storm recovery bonds will become due and payable. Please read “Description of the Storm Recovery Bonds-Events of Default; Rights Upon Event of Default.”

Payments on the Storm Recovery Bonds

The trustee will pay on each payment date to the holders of each tranche of storm recovery bonds, to the extent of available funds in the collection account, all payments of principal and interest then due. The trustee will make each payment other than the final payment with respect to any storm recovery bonds to the holders of record of the storm recovery bonds of the applicable tranche on the record date for that payment date. The trustee will make the final payment for each tranche of storm recovery bonds, however, only upon presentation and surrender of the storm recovery bonds of that tranche at the office or agency of the trustee specified in the notice given by the trustee of the final payment. The trustee will mail notice of the final payment to the related bondholders no later than five days prior to the final payment date, specifying the date set for the final payment and the amount of the payment.

The failure to pay accrued interest on any payment date (even if the failure is caused by a shortfall in storm recovery charges received) will result in an event of default for the storm recovery bonds unless such failure is cured within five business days. Please read “Description of the Storm Recovery Bonds -Events of Default; Rights Upon Event of Default.” Any interest not paid within such five business day period (plus interest on the defaulted interest at the applicable interest rate to the extent lawful) will be payable to the bondholders on a special record date. The special record date will be at least fifteen business days prior to the date on which the trustee is to make a special payment (a special payment date). We will fix any special record date and special payment date. At least ten days before any special record date, the trustee will mail to each affected bondholder a notice that states the special record date, the special payment date and the amount of defaulted interest (plus interest on the defaulted interest) to be paid.

At the time, if any, we issue the storm recovery bonds in the form of definitive bonds and not to DTC or its nominee, the trustee will make payments with respect to that tranche on a payment date or a special payment date by check mailed to each holder of a definitive bond of the tranche of record on the applicable record date at its address appearing on the register maintained with respect to the storm recovery bonds. Upon application by a holder of any tranche of storm recovery bonds in the principal amount of $10,000,000or more to the trustee not later than the applicable record date, the trustee will make payments by wire transfer to an account maintained by the payee in New York, New York.

If any special payment date or other date specified for any payments to bondholders is not a business day, the trustee will make payments scheduled to be made on that special payment date or other date on the next succeeding business day and no interest will accrue upon the payment during the intervening period.

Registration, Transfer and Denominations of the Storm Recovery Bonds

If specified in the prospectus supplement, we may issue one or more tranches of storm recovery bonds in definitive form, which will be transferable and exchangeable at the office of the registrar identified in the prospectus supplement. There will be no service charge for any registration or transfer of the storm recovery bonds, but the trustee may require the owner to pay a sum sufficient to cover any tax or other governmental charge.

We will issue each tranche of storm recovery bonds in the minimum initial denominations set forth in the prospectus supplement.

The trustee will make payments of interest and principal on each payment date to the bondholders in whose names the storm recovery bonds were registered on the record date.

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Storm Recovery Bonds Will Be Issued in Book-Entry Form

Unless we specify otherwise in the prospectus supplement, the storm recovery bonds will be available to investors only in the form of book-entry storm recovery bonds. You may hold your bonds through DTC in the United States or through Clearstream Banking, société anonyme, referred to herein as Clearstream, or Euroclear Bank S.A./N.V., referred to herein as Euroclear, in Europe, or in any other manner we describe in the prospectus supplement. You may hold your bonds directly with one of these systems if you are a participant in the system or indirectly through organizations that are participants.

The Role of DTC, Clearstream and Euroclear

Cede & Co., as nominee for DTC, will hold the global bond or bonds representing the storm recovery bonds. Clearstream and Euroclear will hold omnibus positions on behalf of the Clearstream customers and Euroclear participants, respectively, through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries. These depositaries will, in turn, hold these positions in customers’ securities accounts in the depositaries’ names on the books of DTC.

The Function of DTC

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.

The Function of Clearstream

Clearstream holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream customers through electronic book-entry changes in accounts of Clearstream customers, thereby eliminating the need for physical movement of securities. Transactions may be settled by Clearstream in any of various currencies, including United States dollars. Clearstream provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream also deals with domestic securities markets in various countries through established depositary and custodial relationships. Clearstream is registered as a bank in Luxembourg and therefore is subject to regulation by the Luxembourg Commission de Surveillance du Secteur Financier, which supervises Luxembourg banks. Clearstream’s customers are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, among others, and may include the underwriter of the storm recovery bonds. Clearstream’s United States customers are limited to securities brokers and dealers and banks. Clearstream has customers located in various countries. Indirect access to Clearstream is also available to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream. Clearstream has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream and Euroclear.

The Function of Euroclear

The Euroclear System was created in 1968 in Brussels. Euroclear holds securities and book-entry interests in securities for Euroclear participants and facilitates the clearance and settlement of securities transactions between Euroclear participants, and between Euroclear participants and participants of certain other securities intermediaries through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of securities and any risk from lack of simultaneous transfers of securities and cash. Such transactions may be settled in any of various currencies, including United States dollars. The Euroclear System includes various other services, including, among other things,

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safekeeping, administration, clearance and settlement, securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described below. The Euroclear System is operated by Euroclear Bank SA/NV. Euroclear participants include central banks and other banks, securities brokers and dealers and other professional financial intermediaries and may include the underwriter of the storm recovery bonds. Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Terms and Conditions of Euroclear

Securities clearance accounts and cash accounts with Euroclear are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law (collectively, the “Terms and Conditions”). These Terms and Conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System and receipts of payments with respect to securities in the Euroclear System. All securities in Euroclear are held on a fungible basis without attribution of specific securities to specific securities clearance accounts. Euroclear acts under the Terms and Conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.

The Rules for Transfers Among DTC, Clearstream or Euroclear Participants

Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream customers or Euroclear participants will occur in the ordinary way in accordance with their applicable rules and operating procedures and will be settled using procedures applicable to conventional securities held in registered form.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary; however, those cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines, which will be based on European time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving storm recovery bonds in DTC and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to Clearstream’s and Euroclear’s depositaries.

Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and those credits or any transactions in those securities settled during that processing will be reported to the relevant Clearstream customer or Euroclear participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

DTC Will Be the Holder of the Storm Recovery Bonds

Storm recovery bondholders that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interest in, storm recovery bonds may do so only through participants and indirect participants. In addition, storm recovery bondholders will receive all distributions of principal of and interest on the storm recovery bonds from the trustee through the participants, who in turn will receive them from DTC. Under a book-entry format, storm recovery bondholders may experience some delay in their receipt of payments because payments will be forwarded by the trustee to Cede & Co., as nominee for DTC. DTC will forward those payments to its participants, who thereafter will forward them to indirect participants or storm recovery bondholders. It is anticipated that the only “bondholder” will be Cede & Co., as nominee of DTC. The trustee will not recognize storm recovery bondholders as bondholders, as that term is used in the indenture, and storm recovery bondholders will be permitted to exercise the rights of bondholders only indirectly through the participants, who in turn will exercise the rights of storm recovery bondholders through DTC.

Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers of book-entry certificates among participants on whose behalf it acts with respect to the storm recovery bonds and is required to receive and transmit distributions of principal and interest on the storm recovery bonds. Participants and indirect participants with whom storm recovery bondholders have accounts with respect to the storm recovery bonds similarly are required to make book-entry transfers and receive and transmit those payments on behalf of their respective storm recovery bondholders. Accordingly, although storm recovery bondholders will not possess storm recovery bonds, storm recovery bondholders will receive payments and will be able to transfer their interests.

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Because DTC can act only on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the ability of a storm recovery bondholder to pledge storm recovery bonds to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of those bonds, may be limited due to the lack of a physical certificate for those storm recovery bonds.

DTC has advised us that it will take any action permitted to be taken by a storm recovery bondholder under the indenture only at the direction of one or more participants to whose account with DTC the storm recovery bonds are credited. Additionally, DTC has advised us that it will take those actions with respect to specified percentages of the collateral amount only at the direction of and on behalf of participants whose holdings include interests that satisfy those specified percentages. DTC may take conflicting actions with respect to other interests to the extent that those actions are taken on behalf of participants whose holdings include those interests.

Except as required by law, none of any underwriter, the servicer, ENO, the trustee, us or any other party will have any liability for any aspect of the records relating to or payments made on account of beneficial interests in the certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

How Storm Recovery Bond Payments Will Be Credited by Clearstream and Euroclear

Distributions with respect to storm recovery bonds held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream customers or Euroclear participants in accordance with the applicable system’s rules and operating procedures, to the extent received by its depositary. Those distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. Please read “Material U.S. Federal Income Tax Consequences” in this prospectus. Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a storm recovery bondholder under the indenture on behalf of a Clearstream customer or Euroclear participant only in accordance with its applicable rules and operating procedures and subject to its depositary’s ability to effect those actions on its behalf through DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the storm recovery bonds among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform those procedures, and those procedures may be discontinued at any time.

Definitive Storm Recovery Bonds

We will issue storm recovery bonds in registered, certificated form to bondholders, or their nominees, rather than to DTC, only under the circumstances provided in the indenture, which will include: (1) DTC or us advising the trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as nominee and depositary with respect to the book-entry bonds and that we are unable to locate a qualified successor, (2) our electing to terminate the book-entry system through DTC, with written notice to the trustee, or (3) after the occurrence of an event of default under the indenture, holders of storm recovery bonds representing not less than a majority of the aggregate outstanding principal amount of the storm recovery bonds maintained as book-entry bonds advising us, the trustee, and DTC in writing that the continuation of a book-entry system through DTC (or a successor) is no longer in the best interests of those bondholders. Upon issuance of definitive bonds, the storm recovery bonds evidenced by such definitive bonds will be transferable directly (and not exclusively on a book-entry basis) and registered holders will deal directly with the trustee with respect to transfers, notices and payments.

Upon surrender by DTC of the definitive securities representing the storm recovery bonds and instructions for registration, the trustee will issue the storm recovery bonds in the form of definitive bonds, and thereafter the trustee will recognize the registered holders of the definitive bonds as bondholders under the indenture.

The trustee will make payment of principal of and interest on the storm recovery bonds directly to bondholders in accordance with the procedures set forth herein and in the indenture and the prospectus supplement. The trustee will make interest payments and principal payments to bondholders in whose names the definitive bonds were registered at the close of business on the related record date. The trustee will make payments by check mailed to the address of the bondholder as it appears on the register maintained by the trustee or in such other manner as may be provided in the series supplement, except that certain payments will be made by wire transfer as described in the indenture. The trustee will make the final payment on any storm recovery bond (whether definitive bonds or notes registered in the name of Cede & Co.), however, only upon presentation and surrender of the bond on the final payment date at the office or agency that is specified in the notice of final payment to bondholders. The trustee will provide the notice to registered bondholders not later than the fifth day prior to the final payment date.

Definitive bonds will be transferable and exchangeable at the offices of the transfer agent and registrar, which initially will be the trustee. There will be no service charge for any registration of transfer or exchange, but the transfer agent and registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

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No Optional Redemption

The indenture does not permit an optional redemption of storm recovery bonds under any circumstances.

Access of Bondholders

Upon written request of any bondholder or group of bondholders evidencing not less than 10 percent of the aggregate outstanding principal amount of the storm recovery bonds, the trustee will afford the bondholder or bondholders making such request a copy of a current list of bondholders for purposes of communicating with other bondholders with respect to their rights under the indenture.

The indenture does not provide for any annual or other meetings of bondholders.

Reports to Bondholders

On or prior to each payment date, special payment date or any other date specified in the indenture for payments with respect to the storm recovery bonds at the written direction of the issuer, the trustee will make available on its website (currently located at https://gctinvestorreporting.bnymellon.com/Login.jsp) to the bondholders, a statement prepared by the servicer with respect to the payment to be made on the payment date, special payment date or other date, as the case may be, setting forth the following information (based solely on information provided by the servicer):

• the amount of the payment to bondholders allocable to principal and interest,

• the aggregate outstanding principal balance of the storm recovery bonds, before and after giving effect to payments allocated to principal reported immediately above,

• the difference, if any, between the amount specified immediately above and the principal amount scheduled to be outstanding on that date according to the related expected amortization schedule,

• any other transfers and payments to be made on such payment date, including amounts paid to the trustee and the servicer, and

• the amounts on deposit in the capital subaccount and the excess funds subaccount, after giving effect to the foregoing payments.

Unless and until storm recovery bonds are no longer issued in book-entry form, the reports will be provided to the depository for the storm recovery bonds, or its nominee, as sole beneficial owner of the storm recovery bonds. The reports will be available to bondholders upon request to the trustee or the servicer. Such reports will not constitute financial statements prepared in accordance with generally accepted accounting principles. The financial information provided to bondholders will not be examined and reported upon by an independent public accountant. In addition, an independent public accountant will not provide an opinion on the financial information.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the storm recovery bonds, the trustee, so long as it is acting as paying agent and transfer agent and registrar for the storm recovery bonds, will, upon written request by us or any storm recovery bondholder, mail to persons who at any time during the calendar year were bondholders and received any payment on the storm recovery bonds, a statement containing certain information for the purposes of the bondholder’s preparation of U.S. federal and state income tax returns.

Website Disclosure

We will (or cause the sponsor to), to the extent permitted by and consistent with our and the sponsor’s obligations under applicable law, cause to be posted on a website associated with us, the sponsor or our affiliates, currently located at www.entergy.com/investor_relations/securities_filings.aspx, periodic reports containing to the extent such information is reasonably available to us:

• a statement of securitization charge remittances made to the trustee, balances in the collection account (and each subaccount thereof) and the balance of outstanding storm recovery bonds, in each case, as of the most recent payment date;

• the semi-annual servicer’s certificate and monthly servicer’s certificate delivered for the bonds pursuant to the servicing agreement;

• any change in the long-term or short-term credit ratings of the servicer assigned by the rating agencies;

• material legislative or regulatory developments directly relevant to the bonds; and

• any reports and other information that we are required to file with the SEC under the Exchange Act.

We and the Trustee May Modify the Indenture

Modifications of the Indenture that do not Require Consent of Storm Recovery Bondholders

From time to time, and without the consent of the bondholders (but with prior notice to the rating agencies) and with the consent or deemed consent of the Council only if the proposed amendment would increase the ongoing financing costs, we

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may enter into one or more agreements supplemental to the indenture for various purposes described in the indenture, including:

• to correct or amplify the description of any property including, without limitation, the collateral subject to the indenture, or to better convey, assure and confirm to the trustee any property subject to the indenture,

• to add to the covenants for the benefit of the bondholders and the trustee, or surrender any right or power conferred to us with the indenture,

• to convey, transfer, assign, mortgage or pledge any property to or with the trustee,

• to cure any ambiguity or correct or supplement any provision in the indenture or in any supplemental indenture which may be inconsistent with any other provision in the indenture or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under the indenture or in any supplemental indenture, provided however, that (i) such action will not, as evidenced by an opinion of independent counsel, adversely affect in any material respect the interests of the bondholders and (ii) the rating agency condition shall have been satisfied with respect thereto,

• to evidence the succession of another person to us or to the trustee in accordance with the terms of the indenture and to make any necessary modifications to the terms of the indenture to allow that succession,

• to effect qualification under the Trust Indenture Act,

• to qualify the storm recovery bonds for registration with a clearing agency, or

• to satisfy any rating agency requirements.

We may also, without the consent of the bondholders, enter into one or more other agreements supplemental to the indenture so long as (i) the supplemental agreement does not, as evidenced by an opinion of independent counsel, adversely affect the interests of any holders of storm recovery bonds then outstanding in any material respect, (ii) the rating agency condition shall have been satisfied with respect thereto, and (iii) with respect to any amendment that would increase ongoing financing costs, we have obtained the consent or deemed consent of the Council.

Modifications of the Indenture that Require the Approval of Storm Recovery Bondholders.

We may, with the consent of bondholders holding not less than a majority of the aggregate outstanding principal amount of the storm recovery bonds of all affected tranches (and with the consent or deemed consent of the Council if such supplemental indenture will increase ongoing financing costs, although the consent of the Council will not be required with respect to the first supplemental indenture), enter into one or more indentures supplemental to the indenture for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture. No supplement, however, may, without the consent of each bondholder affected thereby, take certain actions enumerated in the indenture, including:

• change the date of payment of any installment of principal of or premium, if any, or interest on any storm recovery bond, or reduce in any manner the principal amount thereof, the interest rate thereon or the premium, if any, with respect thereto,

• change the provisions of the indenture and any applicable supplemental indenture relating to the application of collections on, or the proceeds of the sale of, the collateral to payment of principal of or premium, if any, or interest on the storm recovery bonds, or change the coin or currency in which any storm recovery bond or any interest thereon is payable,

• impair the right to institute suit for the enforcement of those provisions of the indenture specified therein regarding payment,

• reduce the percentage of the aggregate amount of the outstanding storm recovery bonds, or of a tranche thereof, the consent of the storm recovery bondholders of which is required for any supplemental indenture, or the consent of the storm recovery bondholders of which is required for any waiver of compliance with those provisions of the indenture specified therein or of defaults specified therein and their consequences provided for in the indenture,

• reduce the percentage of the outstanding amount of the storm recovery bonds, the holders of which are required to consent to direct the trustee to sell or liquidate the collateral,

• modify any of the provisions of the indenture in a manner so as to affect the amount of any payment of interest, principal or premium, if any, payable on any storm recovery bond on any payment date or change the expected amortization schedules or final maturity dates of any storm recovery bonds or tranche,

• decrease the required capital amount,

• permit the creation of any lien ranking prior to or on a parity with the lien of the indenture with respect to any of the collateral for the storm recovery bonds, except as otherwise permitted or contemplated in the indenture, terminate the lien of the indenture on any property at any time subject thereto or deprive the holder of any storm recovery bond of the security provided by the lien of the indenture, or

• cause any material adverse federal tax consequences to the seller, the trustee, the holders or us.

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Promptly following the execution of any supplement to the indenture, the trustee will furnish written notice of the substance of the supplement to each bondholder.

Notification of the Rating Agencies, the Council, the Trustee and the Storm Recovery Bondholders of Any Modification

If we, ENO or the servicer or any other party to the applicable agreement:

• proposes to amend, modify, waive, supplement, terminate or surrender, or agree to any other amendment, modification, waiver, supplement, termination or surrender of, the terms of the sale agreement, the servicing agreement or the administration agreement, or

• waives timely performance or observance by ENO or the servicer under a sale agreement, a servicing agreement or the administration agreement,

in each case in a way which would materially and adversely affect the interests of the related storm recovery bondholders, we must first notify the rating agencies of the proposed amendment or other action. Upon receiving notification regarding satisfaction of the rating agency condition, we must thereafter notify the related trustee and the Council in writing and the trustee shall notify the related storm recovery bondholders of the proposed amendment or other action and whether the rating agency condition has been satisfied with respect thereto. The trustee will consent to this proposed amendment, modification, supplement or waiver or other action only with the written consent of the holders of a majority of the outstanding principal amount of the storm recovery bonds or tranches materially and adversely affected thereby. In determining whether a majority of holders have consented, storm recovery bonds owned by us, ENO or any affiliate of us or ENO shall be disregarded, except that, in determining whether the indenture trustee shall be protected in relying upon any such consent, the indenture trustee shall only be required to disregard any storm recovery bonds it actually knows to be so owned.

Modifications to the Sale Agreement, the Administration Agreement and the Servicing Agreement

With the prior written consent of the trustee, the sale agreement, the administration agreement and the servicing agreement, may be amended, so long as the rating agency condition is satisfied in connection therewith, at any time and from time to time, without the consent of the storm recovery bondholders but, with respect to amendments that would increase ongoing financing costs as defined in the financing order, with the consent or deemed consent of the Council. However, any such amendment, as evidenced by an opinion of independent counsel, may not adversely affect the interest of any storm recovery bondholder in any material respect without the consent of the holders of a majority of the outstanding principal amount of the storm recovery bonds. The parties to the servicing agreement acknowledge that the financing order provides that the Council, acting through its authorized legal representative and for the benefit of Louisiana customers, may enforce the servicer’s obligations imposed under the servicing agreement pursuant to the financing order to the extent permitted by law.

Enforcement of the Sale Agreement, the Administration Agreement and the Servicing Agreement

The indenture provides that we will take all lawful actions to enforce our rights under the sale agreement, the administration agreement, and the servicing agreement. The indenture also provides that we will take all lawful actions to compel or secure the performance and observance by ENO, the administrator and the servicer of their respective obligations to us under or in connection with the sale agreement, the administration agreement, and the servicing agreement. So long as no event of default occurs and is continuing, we may exercise any and all rights, remedies, powers and privileges lawfully available to us under or in connection with the sale agreement, the administration agreement, and the servicing agreement. However, if we or the servicer propose to amend, modify, waive, supplement, terminate or surrender in any material respect, or agree to any material amendment, modification, supplement, termination, waiver or surrender of, the process for adjusting the storm recovery charges, we must notify the trustee and the Council in writing and the trustee must notify the storm recovery bondholders of this proposal. In addition, the trustee may consent to this proposal only with the written consent of the holders of a majority of the principal amount of the outstanding storm recovery bonds materially and adversely affected thereby and only if the rating agency condition is satisfied. In addition, any proposed amendment of the indenture, the sale agreement or the servicing agreement that would increase ongoing financing costs as defined in the financing order requires the prior written consent or deemed consent of the Council.

If an event of default occurs and is continuing, the trustee may, and, at the written direction of the holders of a majority of the outstanding amount of the storm recovery bonds shall, exercise all of our rights, remedies, powers, privileges and claims against ENO, as the seller, the administrator and servicer, under or in connection with the sale agreement, administration agreements and servicing agreement, and any right of ours to take this action shall be suspended.

Procedure for Obtaining Consent or Deemed Consent of the Council

To the extent the consent of the Council is required to effect any amendment, modification or supplemental indenture of the indenture or any other of the basic documents that is reasonably anticipated to increase ongoing financing costs, each such document sets forth a procedure whereby at least 31 days prior to the effectiveness of any amendment or supplemental

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indenture we may request such consent and the Council shall, within 30 days of receiving such a request, either (i) provide notice of its consent or lack of consent, or (ii) be conclusively deemed to have consented to the proposed amendment, modification or supplemental indenture.

Our Covenants

We may not consolidate with or merge into any other entity, unless:

• the entity formed by or surviving the consolidation or merger is organized under the laws of the United States or any state;

• the entity expressly assumes, by a supplemental indenture, the performance or observance of all of our agreements and covenants under the indenture and the series supplement;

• the entity expressly assumes all of our obligations and succeeds to all of our rights under the sale agreement, servicing agreement and any other basic document to which we are a party;

• no default, event of default or servicer default under the indenture has occurred and is continuing immediately after the merger or consolidation;

• the rating agency condition will have been satisfied with respect to the merger or consolidation;

• we have delivered to ENO, the trustee and the rating agencies a no material adverse tax change opinion of independent tax counsel (as selected by us, in form and substance reasonably satisfactory to ENO and the trustee) regarding such consolidation or merger;

• any action necessary to maintain the lien and the first priority perfected security interest in the collateral created by the indenture and the series supplement has been taken, as evidenced by an opinion of independent counsel; and

• we have delivered to the trustee an officer’s certificate and an opinion of independent counsel, each stating that all conditions precedent in the indenture provided for relating to the transaction have been complied with.

We may not sell, convey, exchange, transfer or otherwise dispose of any of our properties or assets included in the collateral to any person or entity, unless:

• the person or entity acquiring the properties and assets:

• is a U.S. citizen or an entity organized under the laws of the United States or any state,

• expressly assumes, by a supplemental indenture, the performance or observance of all of our agreements and covenants under the indenture and the series supplement and all of the other basic documents,

• expressly agrees by a supplemental indenture that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of bondholders,

• unless otherwise specified in the supplemental indenture, expressly agrees to indemnify, defend and hold us and the trustee harmless against and from any loss, liability or expense arising under or related to the indenture, the series supplement and the outstanding storm recovery bonds,

• expressly agrees by means of the supplemental indenture that the person (or if a group of persons, then one specified person) will make all filings with the SEC (and any other appropriate person) required by the Exchange Act in connection with the storm recovery bonds; and

• if such sale, conveyance, exchange, transfer or disposal relates to our rights and obligations under the sale agreement or servicing agreement, such person or entity assumes all obligations and succeeds to all of our rights under the sale agreement and the servicing agreement, as applicable;

• no default, event of default or servicer default under the indenture has occurred and is continuing immediately after the transactions;

• the rating agency condition has been satisfied with respect to such transaction;

• we have delivered to ENO, the trustee and the rating agencies an opinion or opinions of independent tax counsel (as selected by us, in form and substance reasonably satisfactory to ENO and the trustee), that there is no material and adverse tax consequences as a result of such disposition;

• any action necessary to maintain the lien and the first priority perfected security interest in the collateral created by the indenture and the series supplement has been taken as evidenced by an opinion of independent counsel; and

• we have delivered to the trustee an officer’s certificate and an opinion of independent counsel, each stating that the conveyance or transfer complies with the indenture and the series supplement and all conditions precedent therein provided for relating to the transaction have been complied with.

We will not, among other things, for so long as any storm recovery bonds are outstanding:

• except as expressly permitted by the indenture, sell, transfer, exchange or otherwise dispose of any of our assets unless directed to do so by the trustee;

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• claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the storm recovery bonds (other than amounts properly withheld from such payments under the Internal Revenue Code or other tax laws) or assert any claim against any present or former bondholder by reason of the payment of the taxes levied or assessed upon any part of the collateral;

• terminate our existence, or dissolve or liquidate in whole or in part;

• permit the validity or effectiveness of the indenture or the series supplement or any of the other basic documents to be impaired;

• permit the lien of the indenture and any series supplement to be amended, hypothecated, subordinated, terminated or discharged or permit any person to be released from any covenants or obligations with respect to the storm recovery bonds except as may be expressly permitted by the indenture;

• permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance, other than the lien and security interest granted under the indenture and the related series supplement, to be created on or extend to or otherwise arise upon or burden the collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due);

• permit the lien granted under the indenture and each series supplement not to constitute a valid first priority perfected security interest in the collateral;

• enter into any swap, hedge or similar financial arrangement;

• elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with our treatment, for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, as a disregarded entity that is not separate from our sole member;

• change our name, identity or structure or the location of our chief executive office, unless at least 10 days prior to the effective date of any such change, we deliver to the trustee such documents, instruments or agreements, executed by us, as are necessary to reflect such change and to continue the perfection of the security interest of the indenture and the series supplement;

• take any action which is subject to the rating agency condition if such action would result in a downgrade; or

• issue any storm recovery bonds under the Securitization Law or any similar legislation (other than the storm recovery bonds offered by this prospectus).

We may not engage in any business other than financing, purchasing, owning and managing the storm recovery property and the other collateral and the issuance of the storm recovery bonds in the manner contemplated by the financing order and the basic documents, or certain related activities incidental thereto.

We will not issue, incur, assume, guarantee or otherwise become liable for any indebtedness except for the storm recovery bonds. Also, we will not, except as contemplated by the storm recovery bonds and the related basic documents, 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 doing so or otherwise), endorse or otherwise become contingently liable 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 certain expenditures made out of available funds in an aggregate amount not to exceed $25,000 in any calendar year, we will not, except as contemplated by the storm recovery bonds and the related basic documents, make any expenditure (by long-term or operating lease or otherwise) for capital assets (either real or personal).

We will not make any payments, distributions, dividends or redemptions to any holder of our equity interests in respect of that interest except in accordance with the indenture.

We will cause the servicer to deliver to the trustee the annual accountant’s certificates, compliance certificates, reports regarding distributions and statements to bondholders required by the servicing agreement.

Events of Default; Rights Upon Event of Default

An “event of default” with respect to any storm recovery bonds will be defined in the indenture as any one of the following events:

• a default for five business days in the payment of any interest on any storm recovery bond (whether such failure to pay interest is caused by a shortfall in storm recovery charges received or otherwise),

• a default in the payment of the then unpaid principal of the storm recovery bonds on the final maturity date for that tranche,

• a default in the observance or performance of any of our covenants or agreements made in the indenture (other than defaults described above) and the continuation of any default for a period of 30 days after the earlier of (i) the date that written notice of the default is given to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the storm recovery bonds then outstanding or (ii) the date that we had actual knowledge of the default,

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• any representation or warranty made by us in the indenture or in any certificate delivered pursuant to the indenture or in connection with the indenture having been incorrect in any material respect as of the time made, and such breach not having been cured within 30 days after the earlier of (i) the date that notice of the breach is given to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the storm recovery bonds then outstanding or (ii) the date that we had actual knowledge of the default,

• certain events of bankruptcy, insolvency, receivership or liquidation,

• an act or omission by the State or any of its agencies, officers or employees or by the Council or any of its members, officers or employees that violates or is not in accordance with the State Pledge or the Council Pledge, or

• any other event designated as such in the series supplement and described in the prospectus supplement.

If an event of default (other than as specified in the sixth bullet point above) should occur and be continuing with respect to the storm recovery bonds, the trustee or holders of not less than a majority in principal amount of the storm recovery bonds then outstanding may declare the unpaid principal of the storm recovery bonds and all accrued and unpaid interest thereon to be immediately due and payable. However, the nature of our business will result in payment of principal upon an acceleration of the storm recovery bonds being made as funds become available. Please read “Risks Associated with the Unusual Nature of the Storm Recovery Property-Foreclosure of the trustee’s lien on the storm recovery property for the storm recovery bonds might not be practical, and acceleration of the storm recovery bonds before maturity might have little practical effect” and “Risk Factors-You may experience material payment delays or incur a loss on your investment in the storm recovery bonds because the source of funds for payment is limited.” The holders of a majority in principal amount of the storm recovery bonds may rescind that declaration under certain circumstances set forth in the indenture. Additionally, the trustee may exercise all of our rights, remedies, powers, privileges and claims against the seller or the servicer under or in connection with the sale agreement, the servicing agreement and the administration agreement. If an event of default as specified in the sixth bullet above has occurred, the servicer will be obligated to institute (and the trustee, for the benefit of the bondholders, will be entitled and empowered to institute) any suits, actions or proceedings at law, in equity or otherwise, to enforce the State Pledge and the Council Pledge and to collect any monetary damages as a result of a breach thereof, and each of the servicer and the trustee may prosecute any suit, action or proceeding to final judgment or decree. The servicer would be required to advance its own funds in order to bring any suits, actions or proceedings and, for so long as the legal actions were pending, the servicer would, unless otherwise prohibited by applicable law or court or regulatory order in effect at that time, be required to bill and collect the storm recovery charges, perform adjustments and discharge its obligations under the servicing agreement. The costs of any such action would be payable by the seller pursuant to the sale agreement.

If the storm recovery bonds have been declared to be due and payable following an event of default, the trustee may, at the written direction of the holders of a majority in principal amount of the storm recovery bonds, either sell the storm recovery property or elect to have us maintain possession of such storm recovery property and continue to apply storm recovery charge collections as if there had been no declaration of acceleration. There is likely to be a limited market, if any, for the storm recovery property following a foreclosure, in light of the event of default, the unique nature of the storm recovery property as an asset and other factors discussed in this prospectus. In addition, the trustee is prohibited from selling the storm recovery property following an event of default, other than a default in the payment of any principal at final maturity or a default for five business days or more in the payment of any interest on any storm recovery bond, unless:

• the holders of all the outstanding storm recovery bonds consent to the sale,

• the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on the outstanding storm recovery bonds, or

• the trustee determines that the proceeds of the collateral would not be sufficient on an ongoing basis to make all payments on the storm recovery bonds as those payments would have become due if the storm recovery bonds had not been declared due and payable, and the trustee obtains the consent of the holders of 66⅔% of the aggregate outstanding amount of the storm recovery bonds.

Subject to the provisions of the indenture relating to the duties of the trustee, if an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the related storm recovery bonds at the request or direction of any of the holders of storm recovery bonds if the trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with the request. Subject to the provisions for indemnification and certain limitations contained in the indenture:

• the holders of not less than a majority in principal amount of the outstanding storm recovery bonds will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee and

• the holders of not less than a majority in principal amount of the storm recovery bonds may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in

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respect of a covenant or provision of the indenture that cannot be modified without the consent of all of the holders of the outstanding storm recovery bonds affected thereby.

No holder of any such storm recovery bond will have the right to institute any proceeding, to avail itself of any remedies provided in the Securitization Law or of the right to foreclose on the collateral, or otherwise to enforce the lien and security interest on the collateral or to seek the appointment of a receiver or trustee, or for any other remedy under the indenture, unless:

• the holder previously has given to the trustee written notice of a continuing event of default,

• the holders of not less than a majority in principal amount of the outstanding storm recovery bonds have made written request of the trustee to institute the proceeding in its own name as trustee,

• the holder or holders have offered the trustee satisfactory indemnity,

• the trustee has for 60 days failed to institute the proceeding, and

• no direction inconsistent with the written request has been given to the trustee during the 60-day period by the holders of a majority in principal amount of the outstanding storm recovery bonds.

In addition, each of the trustee, the bondholders and the servicer will covenant that it will not, prior to the date which is one year and one day after the termination of the indenture, institute against us or against our managers or our member or members any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law, subject to the right of a Louisiana district court in Orleans Parish to order sequestration and payment of revenues arising with respect to the storm recovery property.

Neither any manager nor the trustee in its individual capacity, nor any holder of any ownership interest in us, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the storm recovery bonds or for our agreements contained in the indenture.

Actions by Bondholders

Subject to certain exceptions, the holders of not less than a majority of the aggregate outstanding amount of the storm recovery bonds will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee under the indenture; provided that:

• the direction is not in conflict with any rule of law or with the indenture and would not involve the trustee in personal liability or expense;

• subject to any other conditions specified in the indenture, the consent of 100% of the bondholders is required to direct the trustee to sell the collateral; and

• the trustee may take any other action deemed proper by the trustee which is not inconsistent with the direction.

In circumstances under which the trustee is required to seek instructions from the holders of the storm recovery bonds of any tranche with respect to any action or vote, the trustee will take the action or vote for or against any proposal in proportion to the principal amount of the corresponding tranche, as applicable, of storm recovery bonds taking the corresponding position. Notwithstanding the foregoing, the indenture allows each bondholder to institute suit for the nonpayment of (1) the interest, if any, on its storm recovery bonds which remains unpaid as of the applicable due date and (2) the unpaid principal, if any, of any tranche of its storm recovery bonds on the final maturity date therefor.

Annual Report of Trustee

If required by the Trust Indenture Act of 1939, the trustee will be required to mail each year to all bondholders a brief report. The report must state, among other things:

• the trustee’s eligibility and qualification to continue as the trustee under the indenture,

• any amounts advanced by it under the indenture,

• the amount, interest rate and maturity date of specific indebtedness owing by us to the trustee in the trustee’s individual capacity,

• the property and funds physically held by the trustee, and

• any action taken by it that materially affects the storm recovery bonds and that has not been previously reported.

Annual Compliance Statement

We will file annually with the trustee and the rating agencies, a written statement as to whether we have fulfilled our obligations under the indenture.

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Satisfaction and Discharge of Indenture

The indenture will cease to be of further effect with respect to the storm recovery bonds and the trustee, on our written demand and at our expense, will execute instruments acknowledging satisfaction and discharge of the indenture, when:

• either all storm recovery bonds which have already been authenticated or delivered, with certain exceptions set forth in the indenture, have been delivered to the trustee for cancellation or if the final scheduled payment date has occurred with respect to the bonds not delivered for cancellation or such storm recovery bonds will be due and payable on the first scheduled payment date within one year and, in each case, we have irrevocably deposited in trust with the trustee cash and/or U.S. government obligations in an aggregate amount sufficient to pay principal, interest and premium, if any, on the storm recovery bonds and all other sums payable by us with respect to such storm recovery bonds when scheduled to be paid and to discharge the entire indebtedness on such storm recovery bonds when due,

• we have paid all other sums payable by us under the indenture with respect to the storm recovery bonds, and

• we have delivered to the trustee an officer’s certificate, an opinion of independent counsel and, if required by the Trust Indenture Act or the trustee, a certificate from a firm of independent registered public accountants, each stating that there has been compliance with the conditions precedent in the indenture relating to the satisfaction and discharge of the indenture.

Our Legal and Covenant Defeasance Options

We may, at any time, terminate all of our obligations under the indenture, referred to herein as the legal defeasance option, or terminate our obligations to comply with some of the covenants in the indenture, including some of the covenants described under “-Our Covenants,” referred to herein as our covenant defeasance option.

We may exercise the legal defeasance option with respect to the storm recovery bonds notwithstanding our prior exercise of the covenant defeasance option. If we exercise the legal defeasance option with respect to any storm recovery bonds, those bonds will be entitled to payment only from the funds or other obligations set aside under the indenture for payment thereof on the scheduled final payment date and those bonds will not be subject to payment through acceleration prior to the scheduled final payment. If we exercise the covenant defeasance option, the final payment of the storm recovery bonds may not be accelerated because of an event of default relating to a default in the observance or performance of any of our covenants or agreements made in the indenture.

The indenture provides that we may exercise our legal defeasance option or our covenant defeasance option only if:

• we irrevocably deposit or cause to be deposited in trust with the trustee cash and/or U.S. government obligations in an aggregate amount sufficient to pay principal, interest and premium, if any, on the storm recovery bonds and other sums payable by us under the indenture with respect to such storm recovery bonds when scheduled to be paid and to discharge the entire indebtedness on such storm recovery bonds when due,

• we deliver to the trustee a certificate from a nationally recognized firm of independent registered public accountants expressing its opinion that the payments of principal and interest on the U.S. government obligations when due and without reinvestment plus any deposited cash will provide cash at times and in sufficient amounts to pay the storm recovery bonds:

• principal in accordance with the expected amortization fund schedule therefor,

• interest when due, and

• all other sums payable by us under the indenture with respect to such storm recovery bonds,

• in the case of the legal defeasance option, 95 days pass after the deposit is made and during the 95-day period no default relating to events of our bankruptcy, insolvency, receivership or liquidation occurs and is continuing at the end of the period,

• no default has occurred and is continuing on the day of this deposit and after giving effect thereto,

• in the case of the legal defeasance option, we deliver to the trustee an opinion of independent counsel stating that: we have received from, or there has been published by, the IRS a ruling, or since the date of execution of the indenture, there has been a change in the applicable federal income tax law, and in either case confirming that the holders of the storm recovery bonds will not recognize income, gain or loss for federal income tax purposes as a result of the exercise of the legal defeasance option and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the legal defeasance had not occurred,

• in the case of the covenant defeasance option, we deliver to the trustee an opinion of independent counsel to the effect that the holders of the storm recovery bonds will not recognize income, gain or loss for federal income tax purposes as a result of the exercise of the covenant defeasance option and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred,

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• we deliver to the trustee a certificate of one of our officers and an opinion of counsel, each stating that all conditions precedent to the legal defeasance option or the covenant defeasance option, as applicable, have been complied with as required by the indenture,

• we deliver to the trustee an opinion of independent counsel to the effect that (a) in a case under the Bankruptcy Code in which ENO (or any of its affiliates, other than us) is the debtor, the court would hold that the deposited cash or U.S. government obligations would not be in the bankruptcy estate of ENO (or any of its affiliates, other than us, that deposited the cash or U.S. government obligations); and (b) in the event ENO (or any of its affiliates, other than us, that deposited the cash or U.S. government obligations), were to be a debtor in a case under the Bankruptcy Code, the court would not disregard the separate legal existence of ENO (or any of its affiliates, other than us, that deposited the cash or U.S. government obligations) and us so as to order substantive consolidation under the Bankruptcy Code of our assets and liabilities with the assets and liabilities of ENO or such other affiliate, and

• the rating agency condition will be satisfied with respect to the exercise of any legal defeasance option or covenant defeasance option.

THE TRUSTEE

The trustee for the investment recovery bonds will be The Bank of New York Mellon. The Bank of New York Mellon is a New York banking corporation. The Bank of New York Mellon has acted as indenture trustee on numerous asset-backed securities transactions involving pools of utility company receivables that are structurally similar to the storm recovery charges. The address of the principal office of The Bank of New York Mellon is 101 Barclay Street, Floor 4W, New York, New York 10286.

The trustee may resign at any time by so notifying us. The holders of a majority in principal amount of the storm recovery bonds then outstanding may remove the trustee by so notifying the trustee and may appoint a successor trustee. We will remove the trustee if the trustee ceases to be eligible to continue in this capacity under the indenture, the trustee becomes a debtor in a bankruptcy proceeding or is adjudicated insolvent, a receiver, other public officer takes charge of the trustee or its property, the trustee becomes incapable of acting or the trustee fails to provide to us certain information we reasonably request which is necessary for us to satisfy our reporting obligations under the securities laws. If the trustee resigns or is removed or a vacancy exists in the office of trustee for any reason, we will be obligated promptly to appoint a successor trustee eligible under the indenture. No resignation or removal of the trustee will become effective until acceptance of the appointment by a successor trustee. We are responsible for payment of the expenses associated with any such removal or resignation.

The trustee will at all times satisfy the requirements of the Trust Indenture Act and Rule 3a-7 under the Investment Company Act of 1940 and have a combined capital and surplus of at least $50 million and a long term debt rating of “BBB” (or the equivalent thereof) or better by all of the rating agencies from which a rating is available. If the trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another entity, the resulting, surviving or transferee entity will without any further action be the successor trustee.

The trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided that its conduct does not constitute willful misconduct, negligence or bad faith. We have agreed to indemnify the trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorney’s fees and expenses) incurred by it in connection with the administration of the trust and the performance of its duties under the indenture, provided that we are not required to pay any expense or indemnify against any loss, liability or expense incurred by the trustee through the trustee’s own willful misconduct, negligence or bad faith.

SECURITY FOR THE STORM RECOVERY BONDS

General

The storm recovery bonds will be payable solely from and secured solely by a pledge of and lien on the storm recovery property and certain other collateral as provided in the indenture. As noted under “Description of the Storm Recovery Bonds,” we will issue the storm recovery bonds pursuant to the terms of the indenture. We will establish the particular terms of the storm recovery bonds in the series supplement. We will describe the material terms of the storm recovery bonds in the related prospectus supplement.

Pledge of Collateral

To secure the payment of principal of and interest on the storm recovery bonds and certain other ongoing financing costs, we will grant to the trustee a security interest in all of our right, title and interest (whether now owned or hereafter acquired or arising) in and to the collateral. The principal asset pledged will be storm recovery property, which is a present property right created under the Securitization Law by a financing order issued by the Council. The collateral will also consist of:

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• our rights under the sale agreement pursuant to which we will acquire the storm recovery property, under the administration agreement and under the bill of sale delivered by ENO pursuant to the sale agreement,

• our rights under the financing order, including the right to charge and receive storm recovery charges and to obtain periodic adjustments to such charges under the true-up mechanism and all revenues, rights and proceeds arising therefrom, but subject to certain retained rights described below,

• our rights under the servicing agreement and any subservicing, agency, intercreditor or collection agreements executed in connection with the servicing agreement to the extent related to the storm recovery property and the storm recovery bonds,

• the collection account for the storm recovery bonds and all related subaccounts,

• all accounts, chattel paper, deposit accounts, goods and certain other property related to the foregoing,

• all of our other property related to the storm recovery bonds,

• all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing, and

• all payments on or under and all proceeds in respect of any or all of the foregoing.

The collateral does not include:

• cash that has been released to us pursuant to the terms of the indenture (including cash released to us by the trustee, as a return for ENO’s capital contribution to us),

• amounts deposited with us on the closing date for the payment of costs of issuance with respect to the storm recovery bonds (together with any interest earnings thereon), and

• amounts received by us for the payment of additional costs of issuance pursuant to the financing order.

We refer to the foregoing assets in which we, as assignee of the seller, will grant the trustee a security interest as the collateral.

Security Interest in the Collateral

Section 1231 of the Securitization Law provides that storm recovery property does not constitute property in which a security interest may be created under the Louisiana UCC, except to the extent not governed by the Securitization Law. Section 1231 of the Securitization Law provides that a valid and enforceable security interest in storm recovery property will attach only after the issuance of a financing order, the execution and delivery of a security agreement in connection with issuance of storm recovery bonds and the receipt of value for the storm recovery bonds. The security interest attaches automatically at the time when all of the foregoing conditions have been met. Upon perfection by filing a financing statement under Section 1231(D) of the Securitization Law and otherwise in accordance with the Louisiana UCC, the security interest will be a perfected security interest in the storm recovery property and all proceeds of the property, whether accrued or not, will have priority in the time of perfection and take precedence over any subsequent lien creditor.

The financing order authorizes the creation of a valid and enforceable security interest in the storm recovery property and the indenture states that it constitutes a security agreement within the meaning of the Securitization Law. The servicer will agree in the servicing agreement to file in accordance with the Louisiana UCC the filing required by Section 1231 of the Securitization Law to perfect the lien of the trustee in the storm recovery property and to file all necessary continuation statements. The seller will represent, at the time of issuance of the storm recovery bonds, that no prior filing has been made under the terms of Section 1231 of the Securitization Law with respect to the storm recovery property securing the storm recovery bonds to be issued other than a filing which provides the trustee with a first priority perfected security interest in the storm recovery property.

Certain items of the collateral may not constitute storm recovery property, and the perfection of the trustee’s security interest in those items of collateral would therefore be subject to the UCC and not Section 1231 of the Securitization Law. These items consist of our rights in:

• the sale agreement, the servicing agreement, the administration agreement and any other basic documents,

• the capital subaccount or any other funds on deposit in the collection account which do not constitute storm recovery charge collections, together with all instruments, investment property or other assets on deposit therein or credited thereto and all financial assets and securities entitlements carried therein or credited thereto which do not constitute storm recovery charge collections,

• all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters-of-credit, letter-of-credit rights, money, commercial tort claims and supporting obligations and all of our other property to the extent not storm recovery property, and

• proceeds of the foregoing items.

Additionally, any contractual rights we have against customers (other than the right to impose storm recovery charges and rights otherwise included in the definition of storm recovery property) would be collateral to which the UCC applies.

As a condition to the issuance of the storm recovery bonds, we will have made all filings and taken any other action required by the UCC to perfect the lien of the trustee in all the items included in collateral which do not constitute storm

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recovery property. We will also covenant to take all actions necessary to maintain or preserve the lien and security interest on a first priority basis. We will represent, along with the seller, at the time of issuance of the storm recovery bonds, that no prior filing has been made with respect to the party under the terms of the UCC, other than a filing which provides the trustee with a first priority perfected security interest in the collateral.

Right of Foreclosure

Section 1231(G) of the Securitization Law provides that if an event of default occurs with respect to the storm recovery bonds, the secured party may foreclose or otherwise enforce the security interest in the related storm recovery property as if they were secured parties under the Louisiana UCC. A Louisiana district court in Orleans Parish may order that amounts arising from storm recovery charges be transferred to a separate account with the trustee for the financing parties’ benefit, to which their security interest will apply.

Description of Indenture Accounts

Collection Account.

Pursuant to the indenture, we will establish a segregated trust account in the name of the trustee with an eligible institution, called the collection account. The collection account will be under the sole dominion and exclusive control of the trustee. The trustee will hold the collection account for our benefit as well as for the benefit of the bondholders. The collection account will consist of three subaccounts: a general subaccount, an excess funds subaccount, and a capital subaccount, which need not be separate bank accounts. For administrative purposes, the subaccounts may, but need not, be established by the trustee as separate accounts which will be recognized individually as subaccounts and collectively as the collection account. All amounts in the collection account not allocated to any other subaccount will be allocated to the general subaccount. We may establish additional subaccounts to provide credit enhancement for the storm recovery bonds as provided in the series supplement. Unless the context indicates otherwise, references in this prospectus to the collection account include each of the subaccounts contained therein.

Permitted Investments for Funds in the Collection Account.

Funds in the collection account may be invested only in such investments as meet the criteria described below and which mature on or before the business day preceding the next payment date:

• direct obligations of, or obligations fully and unconditionally guaranteed as to timely payment by, the United States of America,

• time deposits and certificates of deposit of depository institutions meeting the requirements of the definition of “eligible institution” in the Glossary,

• commercial paper (other than commercial paper issued by ENO or any of its affiliates) having, at the time of investment or contractual commitment to invest, a rating in the highest rating category from each rating agency from which a rating is available,

• money market funds which have the highest rating from Moody’s and S&P, or

• any other investment permitted by each rating agency.

The trustee will have access to the collection account for the purpose of making deposits in and withdrawals from the collection account in accordance with the indenture. The servicer will select the eligible investments in which funds will be invested, unless otherwise directed by us.

The servicer will remit storm recovery charge payments to the collection account in the manner described under “The Servicing Agreement-Remittances to Collection Account.”

General Subaccount

The general subaccount will hold all funds held in the collection account that are not held in the other two subaccounts. The servicer will remit all storm recovery charge payments to the general subaccount. On each payment date, the trustee will draw on amounts in the general subaccount to pay our expenses and to pay interest and make scheduled payments on the storm recovery bonds, and to make other payments and transfers in accordance with the terms of the indenture. Funds in the general subaccount will be invested in the eligible investments described above.

Excess Funds Subaccount

The servicer will allocate to the excess funds subaccount storm recovery charge collections available with respect to any payment date in excess of amounts necessary to make the payments specified on such payment date. The excess funds subaccount will also hold all investment earnings on the collection account in excess of such amounts.

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Capital Subaccount

In connection with the issuance of the storm recovery bonds, the seller, in its capacity as our sole owner, will invest in our capital in an amount equal to the required capital level, which will equal 0.50% of the principal amount of the storm recovery bonds issued. This amount will be funded by the seller and not from the proceeds of the sale of the storm recovery bonds, and will be deposited into the capital subaccount at the time of issuance. In the event that amounts on deposit in the general subaccount and the excess funds subaccount are insufficient to make scheduled payments of principal and interest on the storm recovery bonds and payments of fees and expenses contemplated by the first eight bullets under “-How Funds in the Collection Account Will Be Allocated,” the trustee will first draw on amounts on deposit in the excess funds subaccount, and then draw on amounts in the capital subaccount to make such payments up to the lesser of the amount of such insufficiency and the amounts on deposit in the capital subaccount. In the event of any such withdrawal, collected storm recovery charges available on any subsequent payment date that are not necessary to pay scheduled payments of principal and interest on the storm recovery bonds and payments of fees and expenses will be used to replenish any amounts drawn from the capital subaccount. If the storm recovery bonds have been retired as of any payment date, the amounts on deposit in the capital subaccount will be released to us, free of the lien of the indenture.

How Funds in the Collection Account Will Be Allocated

On each payment date, the trustee will, pay or allocate, at the direction of the servicer, all amounts on deposit in the collection account (including investment earnings thereon) which have accumulated from the first billing date of the month in which the prior payment date occurred until the final billing date of the month immediately preceding the month of the relevant payment date, to pay the following amounts in the following priority:

• amounts owed by us to the trustee, and the total amount of which may be paid in any 12-month period will be capped, as set forth in the prospectus supplement;

• a servicing fee and any unpaid servicing fees from prior payment dates as described under “The Servicing Agreement-Servicing Compensation,” to the servicer;

• an administration fee, which administration fee will be a fixed amount specified in the administration agreement between us and ENO and the fees owed to our independent manager(s), which will be a fixed amount specified in an agreement between us and our independent manager(s), in each case with any unpaid administration fees from prior payment dates;

• all of our other ordinary periodic operating expenses, such as accounting and audit fees, rating agency fees, legal fees and other reimbursable costs of the servicer under the servicing agreement;

• interest then due on the storm recovery bonds, including any past-due interest;

• principal then due and payable on the storm recovery bonds as a result of acceleration or on the final maturity date for the storm recovery bonds;

• scheduled principal payments of the storm recovery bonds according to the expected sinking fund schedule, together with any overdue scheduled principal payments,

• any remaining unpaid operating expenses and any remaining amounts owed pursuant to the basic documents, including any such amounts owed to the trustee but unpaid due to the limitation in the first bullet above;

• replenishment of any shortfalls in the applicable capital subaccount;

• so long as no event of default under the indenture has occurred or is continuing, payment to us for remittance to ENO of a return on ENO’s capital contribution equal to the rate of interest payable on the longest maturing tranche of storm recovery bonds;

• the trustee will pay the remainder, if any, to the applicable excess funds subaccount for distribution on subsequent payment dates; and

• after principal of and interest on all storm recovery bonds and all of the other foregoing amounts have been paid in full, the balance (including all amounts then held in the applicable capital subaccount and the applicable excess funds subaccount), if any, shall be paid to us free and clear from the lien of the indenture and the related series supplement.

If on any payment date funds on deposit in the general subaccount are insufficient to make the payments contemplated by the first eight bullet points above, the trustee will first, draw from amounts on deposit in the excess funds subaccount, and second, draw from amounts on deposit in the capital subaccount, up to the amount of the shortfall, in order to make those payments in full. If the trustee uses amounts on deposit in the capital subaccount to pay those amounts or make those transfers, as the case may be, subsequent adjustments to the storm recovery charges will take into account, among other things, the need to replenish those amounts. In addition, if on any payment date funds on deposit in the general subaccount are insufficient to make the transfers described in the ninth bullet point above, the trustee will draw from amounts on deposit in the excess funds subaccount to make the transfers.

The trustee will make payments to the bondholders on the payment dates specified in the prospectus supplement.

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State and Council Pledges

Section 1233 of the Securitization Law provides in part: “[s]torm recovery bonds are not a debt or a general obligation of the state or any of its political subdivisions, agencies, or instrumentalities and are not a charge on their full faith and credit. An issue of storm recovery bonds does not, directly, indirectly, or contingently, obligate the state or any agency, political subdivision, or instrumentality of the state to levy any tax or make any appropriation for payment of the bonds, other than for paying storm recovery charges in their capacity as consumers of electricity.”

Section 1234 of the Securitization Law provides in part:

“The state pledges to and agrees with bondholders, the owners of the storm recovery property, and other financing parties that the state will not:

(a)    Alter the provisions of [the Securitization Law] which authorize the [Council] to create a contract right by the issuance of a financing order, to create storm recovery property, and to make the storm recovery charges imposed by a financing order irrevocable, binding, and nonbypassable charges;

(b)    Take or permit any action that impairs or would impair the value of storm recovery property; or

(c)    Except as provided for in this [State Pledge] and except for adjustments under any true-up mechanism established by the [Council], reduce, alter, or impair storm recovery charges that are to be imposed, collected, and remitted for the benefit of the bondholders and other financing parties until any and all principal, interest, premium, financing costs and other fees, expenses, or charges incurred, and any contracts to be performed, in connection with the related storm recovery bonds have been paid and performed in full.

Nothing in this [State Pledge] shall preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges collected pursuant to a financing order and full protection of the holders of storm recovery bonds and any assignee or financing party.”

In the financing order, the Council provides that:

“After the earlier of the transfer of the storm recovery property to an assignee or issuance of the storm recovery bonds authorized by this Financing Order, this Financing Order is irrevocable until the indefeasible payment in full of such bonds and the related financing costs. The Council covenants, pledges and agrees it thereafter shall not amend, modify, or terminate this Financing Order by any subsequent action, or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in this Financing Order, or in any way reduce or impair the value of the storm recovery property created by this Financing Order, except as may be contemplated by a refinancing authorized under [the Securitization Law] or the periodic true-up adjustments authorized by this Financing Order, until the indefeasible payment in full of the storm recovery bonds and the related financing costs.”

The financing order also provides that: “Nothing in this Financing Order shall preclude limitation or alteration of this Financing Order if and when full compensation is made for the full protection of the storm recovery charges approved pursuant to this Financing Order and the full protection of the holders of storm recovery bonds and any assignee or financing party.”

The bondholders and the trustee, for the benefit of the bondholders, will be entitled to the benefit of the pledges and agreements of the State and the Council set forth in Section 1234 of the Securitization Law and the financing order, respectively, and we are authorized to include these pledges and agreements in any contract with the bondholders, the trustee or with any assignees pursuant to the Securitization Law. We have included these pledges and agreements in the indenture and the storm recovery bonds for the benefit of the trustee and the bondholders, and acknowledge that any purchase by a bondholder of a storm recovery bond is made in reliance on these agreements and pledges of the State (including the Council).

WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS

FOR THE STORM RECOVERY BONDS

The rate of principal payments, the amount of each interest payment and the actual final payment date of the tranche of the storm recovery bonds and the weighted average life thereof will depend primarily on the timing of receipt of storm recovery charges by the trustee and the true-up mechanism. The aggregate amount of collected storm recovery charges and the rate of principal amortization on the storm recovery bonds will depend, in part, on actual energy usage and energy demands, and the rate of delinquencies and write-offs. The storm recovery charges are required to be adjusted from time to time based in part on the actual rate of collected storm recovery charges. However, we can give no assurance that the servicer will be able to forecast accurately actual electricity usage and the rate of delinquencies and write-offs or implement adjustments to the storm recovery charges that will cause collected storm recovery charges to be received at any particular rate. Please read “Risk Factors,” “Servicing Risks-Inaccurate consumption forecasting or unanticipated delinquencies or charge-offs might reduce scheduled payments on the storm recovery bonds” and “ENO’s Financing Order-True-Ups.”

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If the servicer receives storm recovery charges at a slower rate than expected, the storm recovery bonds may be retired later than expected. Except in the event of an acceleration of the storm recovery bonds after an event of default, however, the storm recovery bonds will not be paid at a rate faster than that contemplated in the expected amortization schedule for each tranche of the storm recovery bonds even if the receipt of collected storm recovery charges is accelerated. Instead, receipts in excess of the amounts necessary to amortize the storm recovery bonds in accordance with the applicable expected amortization schedules, to pay interest and related fees and expenses and to fund subaccounts of the collection account will be allocated to the excess funds subaccount. Acceleration of the final maturity date after an event of default may result in payment of principal earlier than the related scheduled final payment dates. A payment on a date that is earlier than forecast might result in a shorter weighted average life, and a payment on a date that is later than forecast might result in a longer weighted average life. In addition, if a larger portion of the delayed payments on the storm recovery bonds is received in later years, the storm recovery bonds may have a longer weighted average life.

THE SALE AGREEMENT

The following summary describes particular material terms and provisions of the sale agreement pursuant to which we will purchase storm recovery property from the seller. We and ENO have filed the form of the sale agreement as an exhibit to the registration statement of which this prospectus forms a part.

Sale and Assignment of the Storm Recovery Property

The seller will offer and sell storm recovery property to us, subject to the satisfaction of the conditions specified in the sale agreement and the indenture. We will finance the purchase of storm recovery property through the issuance of storm recovery bonds. On the date of issuance of the storm recovery bonds, or closing date, the seller will sell to us, without recourse, its entire right, title and interest in and to the storm recovery property to be transferred to us on that date. The storm recovery property will include all of the seller’s rights under the financing order related to such storm recovery property to impose, bill, charge, collect and receive storm recovery charges in an amount sufficient to recover all costs approved in that financing order.

Under the Securitization Law, the sale of the storm recovery property will constitute a true sale under state law (other than for federal and state income tax purposes) whether or not, among other circumstances:

• we have any recourse against ENO,

• ENO retains any equity interest in the storm recovery property under state law,

• ENO acts as a collector of storm recovery charges relating to the storm recovery property, or

• ENO treats the transfer as a financing for tax, financial reporting or other purposes.

In accordance with the Securitization Law, a valid and enforceable security interest in the storm recovery property will be created upon the issuance of the financing order, the execution and delivery of the security agreement in connection with the issuance of the storm recovery bonds and the receipt of value for the storm recovery bonds. The security interest attaches automatically from the time that all of the foregoing conditions have been met and, through the filing of a financing statement, under Section 1231 of the Securitization Law and otherwise in accordance with the Louisiana UCC, will be a continuously perfected security interest in the storm recovery property and all proceeds of the storm recovery property subject only to the filing of continuation statements. Upon the issuance of the financing order, the execution and delivery of the sale agreement and the related bill of sale and the filing of a financing statement under the Securitization Law and in accordance with the Louisiana UCC, the transfer of the storm recovery property will be perfected as against all third persons, including subsequent lien creditors.

Conditions to the Sale of Storm Recovery Property

Our obligation to purchase and the seller’s obligation to sell storm recovery property on the closing date is subject to the satisfaction or waiver of each of the following conditions:

• on or prior to the closing date, the seller must deliver to us a duly executed bill of sale identifying storm recovery property to be conveyed on that date;

• on or prior to the closing date, the seller must have received a financing order from the Council creating the storm recovery property;

• as of the closing date, the seller may not be insolvent and may not be made insolvent by the sale of storm recovery property to us, and the seller may not be aware of any pending insolvency with respect to itself;

• as of the closing date, the representations and warranties of the seller in the sale agreement must be true and correct (except to the extent they relate to an earlier date), the seller may not have breached any of its covenants in the sale agreement, and the servicer may not be in default under the servicing agreement;

• as of the closing date, we must have sufficient funds available to pay the purchase price for storm recovery property to be conveyed and all conditions to the issuance of the storm recovery bonds intended to provide the funds to purchase that storm recovery property must have been satisfied or waived;

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• on or prior to the closing date, the seller must have taken all action required to transfer ownership of storm recovery property to be conveyed to us on the closing date, free and clear of all liens other than liens created by us pursuant to the basic documents and to perfect such closing including, without limitation, filing any statements or filings under the Securitization Law or the UCC; and we or the servicer, on our behalf, must have taken any action required for us to grant the trustee a first priority perfected security interest in the collateral and maintain that security interest as of the closing date;

• on or as of the closing date, the seller must deliver appropriate opinions of counsel to us and to the rating agencies;

• on or as of the closing date, the seller must receive and deliver to us and the trustee a “no material adverse tax change” opinion of independent tax counsel (as selected by the seller, and in form and substance reasonably satisfactory to us and the trustee) regarding such sale;

• on and as of the closing date, our limited liability company operating agreement, the servicing agreement, the administration agreement, the sale agreement, the indenture, the Securitization Law, the financing order and any tariff authorizing the collection of storm recovery charges must be in full force and effect;

• as of the closing date, the storm recovery bonds shall have received a rating or ratings as required by the financing order; and

• on or as of the closing date, the seller must deliver to us and to the trustee an officer’s certificate confirming the satisfaction of each of these conditions.

Seller Representations and Warranties

In the sale agreement, the seller will represent and warrant to us, as of the closing date, to the effect, among other things, that:

• no portion of the storm recovery property has been sold, transferred, assigned or pledged or otherwise conveyed by the seller to any person other than us and immediately prior to the sale of the storm recovery property, the seller owns the storm recovery property free and clear of all liens and rights of any other person, and no offsets, defenses or counterclaims exist or have been asserted with respect to the storm recovery property;

• immediately upon the sale under the sale agreement, the storm recovery property will be validly transferred and sold to us, we will own the storm recovery property free and clear of all liens (except for liens created in favor of bondholders and the trustee by the Securitization Law and the basic documents) and all filings and actions to be made or taken by the seller (including filings under the Louisiana UCC) necessary in any jurisdiction to give us a perfected ownership interest (subject to any lien created by us in your favor under the basic documents or the Securitization Law) in the storm recovery property will have been made or taken;

• subject to the clause below regarding assumptions used in calculating the storm recovery charges as of the transfer date, all written information, as amended or supplemented from time to time, provided by the seller to us with respect to the storm recovery property (including the expected amortization schedule, the financing order and the issuance advice letter relating to the storm recovery property) is true and correct in all material respects;

• under the laws of the State of Louisiana (including the Securitization Law) and the United States in effect on the closing date:

• the financing order pursuant to which the rights and interests of the seller have been created, including the right to impose, bill, charge, collect and receive the storm recovery charges and the interest in and to the storm recovery property, has become final and non-appealable and is in full force and effect and is irrevocable by its terms;

• the storm recovery bonds are entitled to the protection provided in the Securitization Law and the financing order and the Council’s approval of the issuance advice letter is not revocable by the Council;

• the tariff is in full force and effect and is not subject to modification by the Council except for true-up adjustments made in accordance with the Securitization Law;

• the process by which the financing order was approved and the financing order, issuance advice letter and tariff comply with all applicable laws and regulations, the Home Rule Charter and the Louisiana Constitution;

• the issuance advice letter and the tariff have been filed in accordance with the financing order and an officer of the seller has provided the certification to the Council required by the issuance advice letter; and

• no other approval, authorization, consent, order or other action of, or filing with any governmental authority is required in connection with the creation of the storm recovery property transferred on the closing date, except those that have been obtained or made;

• under the Securitization Law, the State of Louisiana has made the State Pledge and the Council has made the Council Pledge. Under the laws of the State of Louisiana and the United States, (x) the State of Louisiana could not constitutionally repeal or amend the Securitization Law or take any other action contravening the State Pledge and creating an impairment (without, as the Securitization Law requires, making full compensation by law for the full protection of the storm recovery charges to be collected pursuant to the financing order and full protection of the holders), unless such impairment clearly is a reasonable and necessary exercise of the State of Louisiana’s

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sovereign powers based upon reasonable conditions and of a character reasonable and appropriate to the emergency or other significant and legitimate public purpose justifying such action, (y) under the takings clauses of the United States and Louisiana Constitutions, the State of Louisiana would be required to pay just compensation to holders, if the State Legislature repealed or amended the Securitization Law or took any other action contravening the State Pledge, if the court determines doing so constituted a permanent appropriation of a substantial property interest of the holders of the storm recovery property and deprived the bond holders of their reasonable expectations arising from their investments in the bonds, and (z) under the laws of the State of Louisiana, the Council Pledge (i) creates a binding contractual obligation of the City of New Orleans for purposes of the contract clauses of the United States and Louisiana Constitutions, and (ii) provides a basis upon which the bondholders could challenge successfully any action of the Council of a legislative character, including the rescission or amendment of the financing order, that such court determines violates the Council Pledge in a manner that substantially reduces, limits or impairs the value of the storm recovery property or the storm recovery charges, prior to the time that the storm recovery bonds are paid in full and discharged, unless there is a judicial finding that the Council action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious or an abuse of authority. There is no assurance, however, that, even if a court were to award just compensation it would be sufficient to pay the full amount of principal and interest on the storm recovery bonds;

• based on information available to the seller on the closing date, the assumptions used in calculating the storm recovery charges as of the closing date are reasonable and are made in good faith; however, notwithstanding the foregoing, ENO makes no representation or warranty, express or implied, that amounts actually collected arising from those storm recovery charges will in fact be sufficient to meet the payment obligations on the related storm recovery bonds or that the assumptions used in calculating such storm recovery charges will in fact be realized;

• upon the effectiveness of the financing order, the rights and interests of the seller under the financing order, including the right to impose, bill, charge, collect and receive the storm recovery charges established in the financing order (but excluding certain retained rights of ENO described below), became storm recovery property;

• upon the effectiveness of the financing order, the issuance advice letter and the tariff with respect to the transferred storm recovery property and the transfer of such storm recovery property to us:

• the storm recovery property constitutes a present property right vested in us;

• the storm recovery property includes the right, title and interest of the seller in the financing order (except ENO’s right to seek to recover certain remaining upfront financing costs from charges which are not storm recovery charges, and except ENO’s rights, subject in all respects to the terms of the indenture, to receive its servicing fee and administration fee and to receive a return on amounts in the capital subaccount) and the storm recovery charges, the right to impose, bill, collect and obtain periodic adjustments (with respect to adjustments, in the manner and with the effect provided in the financing order and the servicing agreement) of the storm recovery charges, and the rates and other charges authorized by the financing order and all revenues, claims, payments, money or proceeds of or arising from the storm recovery charges;

• the owner of the storm recovery property is legally entitled to bill storm recovery charges and collect payments in respect of the storm recovery charges in the aggregate sufficient to pay the interest on and principal of the storm recovery bonds in accordance with the indenture, to pay the fees and expenses of servicing the storm recovery bonds, to replenish the capital subaccount to the required capital level until the storm recovery bonds are paid in full or until the last date permitted for the collection of payments in respect of the storm recovery charges under the financing order, whichever is earlier; and

• the storm recovery property is not subject to any lien other than the lien created by the basic documents;

• the seller is a corporation duly organized and in good standing under the laws of the state of its organization, with power and authority to own its properties and conduct its business as currently owned or conducted;

• the seller has the power and authority to obtain the financing order and to own the rights and interests under the financing order relating to the storm recovery bonds, to sell and assign those rights and interests to us, whereupon (subject to the effectiveness of the related issuance advice letter) such rights and interests will become storm recovery property;

• the seller has the power and authority to execute and deliver the sale agreement and to carry out its terms, and the execution, delivery and performance of the sale agreement have been duly authorized by the seller by all necessary action;

• the sale agreement constitutes a legal, valid and binding obligation of the seller, enforceable against it in accordance with its terms, subject to customary exceptions relating to bankruptcy, creditor’s rights and equitable principles;

• the consummation of the transactions contemplated by the sale agreement and the fulfillment of its terms do not (a) conflict with or result in a breach of any of the terms or provisions of or otherwise constitute (with or without notice or lapse of time) a default under the seller’s organizational documents or any indenture, or other agreement or instrument to which the seller is a party or by which it or any of its property is bound, (b) result in the creation

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or imposition of any lien upon the seller’s properties pursuant to the terms of any such indenture, agreement or other instrument (other than any liens that may be granted in our favor or any liens created by us pursuant to the Securitization Law) or (c) violate any existing law or any existing order, rule or regulation applicable to the seller of any governmental authority having jurisdiction over the seller or its properties;

• no proceeding is pending and, to the seller’s knowledge, no proceeding is threatened and no investigation is pending or threatened before any governmental authority:

• asserting the invalidity of the Securitization Law, the financing order, the sale agreement, the storm recovery bonds and the other basic documents;

• seeking to prevent the issuance of the storm recovery bonds or the consummation of any of the transactions contemplated by the sale agreement or any of the other basic documents;

• seeking a determination that could reasonably be expected to materially and adversely affect the performance by the seller of its obligations under, or the validity or enforceability of, the Securitization Law, the financing order, the storm recovery bonds, the sale agreement or the other basic documents; or

• seeking to adversely affect the federal income tax or state income or franchise tax classification of the storm recovery bonds as debt;

• except for continuation filings under the UCC and other filings under the Securitization Law, no governmental approvals, authorizations, consents, orders or other actions or filings with any governmental authority are required for the seller to execute, deliver and perform its obligations under the sale agreement except those which have previously been obtained or made or are required to be made by the servicer in the future pursuant to the servicing agreement;

• there is no order by any court providing for the revocation, alteration, limitation or other impairment of the Securitization Law, the financing order, the issuance advice letter, the storm recovery property or the storm recovery charges or any rights arising under any of them or that seeks to enjoin the performance of any obligations under the financing order; and

• after giving effect to the sale of any storm recovery property under the sale agreement, ENO:

• is solvent and expects to remain solvent;

• is adequately capitalized to conduct its business and affairs considering its size and the nature of its business and intended purposes;

• is not engaged and does not expect to engage in a business for which its remaining property represents an unreasonably small portion of its capital;

• reasonably believes that it will be able to pay its debts as they become due; and

• is able to pay its debts as they mature and does not intend to incur, or believes that it will not incur, indebtedness that it will not be able to repay at its maturity.

The seller will not make any representation or warranty, express or implied, that billed storm recovery charges will be actually collected from customers.

Certain of the representations and warranties that the seller will make in the sale agreement involve conclusions of law. The seller will make those representations and warranties in order to reflect the understanding of the basis on which we are issuing the storm recovery bonds and to reflect the agreement that if this understanding proves to be incorrect, the seller will be obligated to indemnify us.

The representations and warranties made by the seller will survive the execution and delivery of the sale agreement and may not be waived by us or the seller if such waiver would cause the storm recovery bonds not to be rated in [one of the four] highest categories by each of the applicable rating agencies. The seller will not be in breach of any representation or warranty as a result of any change in law by means of any legislative enactment, constitutional amendment or voter initiative.

Covenants of the Seller

In the sale agreement, the seller will make the following covenants:

• Subject to its right to assign its rights and obligations under the sale agreement, and for a successor to assume the seller’s rights and obligations under the sale agreement, so long as any of the storm recovery bonds are outstanding, the seller or such successor will (a) keep in full force and effect its existence and remain in good standing under the laws of the jurisdiction of its organization, (b) obtain and preserve its qualifications to do business in those jurisdictions necessary to protect the validity and enforceability of the sale agreement and the other basic documents or to the extent necessary to perform its obligations under the sale agreement and the other basic documents and (c) continue to own and operate its transmission and distribution system (or, if by law, the seller is no longer required to own and/or operate both the transmission and distribution systems, then the seller’s distribution system) in order and to the extent required to provide electric service to its customers. The seller is not prohibited from selling, assigning or otherwise divesting any of its assets; provided that if the seller sells, assigns or otherwise divests of all or any portion of its transmission and distribution system required to provide

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electric service to its customers (or, if by law, the seller is no longer required to own and/operate both the transmission and distribution systems, and if the seller then sells, assigns or otherwise divests all or any portion of its distribution system required to provide electric service to its customers), then the entity acquiring such distribution (and if owned and/or operated jointly, transmission) facilities is either required by law or agrees by contract to continue operating the facilities to provide electric service to the seller’s customers, and, in the case of a sale, assignment or divestment of a portion of the distribution (and, if applicable transmission) assets, the rating agency condition is satisfied.

• Except for the conveyances under the sale agreement or any lien under the Securitization Law for the benefit of us, the bondholders or the trustee, the seller will not sell, pledge, assign or transfer, or grant, create, incur, assume or suffer to exist any lien on, the storm recovery property, or any interest therein, and the seller will defend the right, title and interest of us and of the trustee on behalf of the bondholders and itself, in, to and under the storm recovery property against all claims of third parties claiming through or under the seller. The seller will also covenant that, in its capacity as seller, it will not at any time assert any lien against, or with respect to, any of the storm recovery property.

• If the seller receives any payments in respect of the storm recovery charges or the proceeds thereof other than in its capacity as the servicer, the seller agrees to pay all those payments to the servicer, on behalf of us, and to hold such amounts in trust for us and the trustee prior to such payment.

• The seller will notify us and the trustee promptly after becoming aware of any lien on any of the storm recovery property, other than the conveyances under the sale agreement or under the indenture.

• The seller agrees to comply with its organizational or governing documents and all laws, treaties, rules, regulations and determinations of any governmental authority applicable to it, except to the extent that failure to so comply would not materially adversely affect our or the trustee’s interests in the storm recovery property or under the basic documents to which the seller is a party or the seller’s performance of its obligations under the basic documents to which the seller is a party.

• So long as any of the storm recovery bonds are outstanding, the seller will:

• treat the storm recovery bonds as debt for all purposes and specifically as our debt, other than for financial reporting, state or federal regulatory or tax purposes;

• disclose in its financial statements that we and not the seller are the owner of the storm recovery property and that our assets are not available to pay creditors of the seller or its affiliates (other than us);

• not own or purchase any storm recovery bonds; and

• disclose the effects of all transactions between us and the seller in accordance with generally accepted accounting principles.

• The seller will agree that, as of the closing date:

• to the fullest extent permitted by law, including the applicable Council regulations and the Securitization Law, we will have all of the rights originally held by the seller with respect to the storm recovery property, including the right (subject to the terms of the servicing agreement) to exercise any and all rights and remedies to collect any amounts payable by any customer in respect of the storm recovery property, notwithstanding any objection or direction to the contrary by the seller (and the seller agrees not to make any such objection or to take any such contrary action), and

• any payment by any customer to us will discharge that customer’s obligations, if any, in respect of the storm recovery property to the extent of that payment, notwithstanding any objection or direction to the contrary by the seller.

• So long as any of the storm recovery bonds are outstanding:

• in all proceedings relating directly or indirectly to the storm recovery property, the seller will affirmatively certify and confirm that it has sold all of its rights and interests in and to such property (other than for financial reporting or tax purposes), and will not make any statement or reference in respect of the storm recovery property that is inconsistent with our ownership interest (other than for financial accounting, state or federal regulatory, or tax purposes),

• the seller will not take any action in respect of the storm recovery property except solely in its capacity as servicer pursuant to the servicing agreement or as otherwise contemplated by the basic documents,

• the seller will not sell storm recovery property under a separate financing order in connection with the issuance of additional storm recovery bonds unless the rating agency condition has been satisfied, and

• neither the seller nor the issuing entity will take any action, file any tax return, or make any election inconsistent with the treatment of the issuing entity, for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and [franchise tax] purposes, as a disregarded entity that is not separate from the seller (or, if relevant, from another sole owner of us, as the issuing entity).

• The seller will execute and file the filings required by law to fully preserve, maintain, protect and perfect our ownership interest in and the trustee’s lien on the storm recovery property, including all filings required under the Securitization Law and the UCC relating to the transfer of the ownership of the rights and interests related to the

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storm recovery bonds under the financing order by the seller to us and the pledge of the transferred storm recovery property to the trustee and will deliver file-stamped copies of them to the trustee. The seller will institute any action or proceeding necessary to compel performance by the Council, the State or any of their respective agents of any of their undertakings or duties under the Securitization Law, any financing order or any issuance advice letter. The seller also will take those legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, in each case, as may be reasonably necessary (i) to protect us, the bondholders and the trustee from claims, state actions or other actions or proceedings of third parties (including the exercise of the power of eminent domain by the City) which, if successfully pursued, would result in a breach of any representation or warranty of the seller in the sale agreement and (ii) to block or overturn any attempts to cause a repeal of, rescission of, modification of or supplement to the Securitization Law, the financing order, the issuance advice letter or the rights of holders by legislative enactment or constitutional amendment that would be materially adverse to us, the trustee or the bondholders or which would otherwise cause an impairment of our rights or those of the bondholders and the trustee, and the seller will pay the costs of any such actions or proceedings.

• Even if the sale agreement or the indenture is terminated, the seller will not, prior to the date which is one year and one day after the termination of the indenture and payment in full of the storm recovery bonds or any other amounts owed under the indenture, petition or otherwise invoke or cause us to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against us under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official or any substantial part of our property, or ordering the winding up or liquidation of our affairs.

• So long as any of the storm recovery bonds are outstanding, the seller will, and will cause each of its subsidiaries to, pay all taxes, assessments and governmental charges imposed upon it or any of its properties or assets or with respect to any of its franchises, business, income or property before any penalty accrues 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 storm recovery property; provided that no such tax need be paid if the seller or any of its subsidiaries is contesting the same in good faith by appropriate proceedings promptly instituted and diligently conducted and if the seller or such subsidiary has established appropriate reserves as shall be required in conformity with generally accepted accounting principles.

• The seller will not withdraw the filing of any issuance advice letter with the Council.

• The seller will make all reasonable efforts to keep each tariff in full force and effect at all times.

• Promptly after obtaining knowledge of any breach in any material respect of its representations, warranties or covenants in the sale agreement, the seller will notify us, the trustee and the rating agencies of the breach.

• The seller will use the proceeds of the sale of the storm recovery property in accordance with the financing order and the Securitization Law.

Upon our request, the seller will execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out more effectively the provisions and purposes of the sale agreement.

Indemnification

The seller will indemnify, defend and hold harmless us, the trustee (for itself and for the benefit of the bondholders) and any of our and the trustee’s respective officers, directors, employees and agents against:

• any and all amounts of principal and interest on the storm recovery bonds not paid when due or when scheduled to be paid,

• any deposits required to be made by or to us under the basic documents or any financing order which are not made when required, and

• any and all other liabilities, obligations, losses, claims, damages, payment, costs or expenses incurred by any of these persons

in each case, as a result of a breach by the seller of any of its representations, warranties and covenants in the sale agreement.

The seller will indemnify us and the trustee (for itself and for the benefit of the bondholders) and each of their respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such person from and against, any and all taxes (other than taxes imposed on the bondholders as a result of their ownership of a storm recovery bond) that may at any time be imposed on or asserted against any such person as a result of (i) the sale of the transferred storm recovery property to us, (ii) our ownership and assignment of the storm recovery property, (iii) the issuance and sale by us of the storm recovery bonds or (iv) the other transactions contemplated in the basic documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding, any taxes imposed as a result of a failure of such person to withhold or remit taxes with respect to payments on any storm recovery bonds.

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In addition, the seller will indemnify, defend and hold harmless the trustee (for itself), our independent manager(s) and any of our respective affiliates, officers, directors, employees and agents against any and all other liabilities, obligations, losses, claims, damages, payments, costs or expenses incurred by any of these parties as a result of the seller’s breach of any of its representations and warranties or covenants contained in the sale agreement, except to the extent of such losses either resulting from the willful misconduct, bad faith or gross negligence of such indemnified persons or resulting from a breach of a representation or warranty made by such indemnified persons in the indenture or any related documents that gives rise to the seller’s breach.

The seller will indemnify the servicer (if the servicer is not the seller) for the costs of any action instituted by the servicer pursuant to the servicing agreement which are not paid as an operating expense under the indenture.

There is no indemnification under the sale agreement based solely on the inability or failure of customers to timely pay all or a portion of the storm recovery charges.

The indemnification provided for in the sale agreement will survive any repeal of, rescission of, modification of, or supplement to, or judicial invalidation of, the Securitization Law or any financing order and will survive the resignation or removal of the trustee, or the termination of the sale agreement and will rank in priority with other general, unsecured obligations of the seller. The seller will not indemnify any party under the indemnity provisions of the sale agreement for any changes in law after the closing date in respect of the storm recovery bonds, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or any final and non-appealable judicial decision.

The obligations of the seller to indemnify are limited to those described above and explicitly set forth in the sale agreement.

Successors to the Seller

Any entity, which becomes the successor by merger, division, conversion, consolidation, reorganization, sale, transfer, management contract or otherwise to all or substantially all of the electric distribution system business assets of ENO serving its customers, may assume the rights and obligations of ENO under the sale agreement. If transmission and distribution are not provided by a single entity after any such transaction, the entity which provides distribution service directly to ENO’s retail electric customers taking service at facilities, premises or loads may assume ENO’s rights and obligations under the sale agreement. So long as the conditions of any such assumption are met, ENO will automatically be released from its obligations under the sale agreement. The conditions include that:

• immediately after giving effect to any transaction referred to in this paragraph, no representation, warranty or covenant made in the sale agreement will have been breached, and no servicer default, and no event that, after notice or lapse of time, or both, would become a servicer default will have occurred and be continuing,

• the successor must execute an agreement of assumption to perform all of the obligations of the seller under the sale agreement;

• officers’ certificates and opinions of counsel specified in the sale agreement will have been delivered to us, the trustee and the rating agencies, and

• the rating agencies specified in the sale agreement will have received prior written notice of the transaction.

Amendment

The sale agreement may be amended in writing by the seller and us, if notice of the amendment is provided by us to each rating agency and the rating agency condition is satisfied, with the consent of the trustee and, with respect to amendments that would increase ongoing financing costs as defined in the financing order, the consent or deemed consent of the Council. If any such amendment would adversely affect the interest of any bondholder in any material respect, the consent of the holders of a majority of each affected tranche of storm recovery bonds is also required.

THE SERVICING AGREEMENT

The following summary describes the material terms and provisions of the servicing agreement. We and ENO have filed the form of the servicing agreement as an exhibit to the registration statement of which this prospectus forms a part.

Servicing Procedures

The servicer, as our agent, will manage, service and administer, and bill and collect payments in respect of the storm recovery property according to the terms of the servicing agreement. The servicer’s duties will include: calculating, billing and collecting the storm recovery charges; responding to inquiries of customers, the Council or any other governmental authority regarding the storm recovery property; calculating electricity usage; accounting for collections and investigating and handling delinquencies; processing and depositing collections and making periodic remittances; furnishing periodic reports and statements to us, the rating agencies and to the trustee; making all filings with the Council and taking all other actions necessary to perfect our ownership interests in and the trustee’s lien on the storm recovery property; making all filings and taking such other action as may be necessary to perfect the trustee’s lien on and security interest in all collateral that is not

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storm recovery property; selling, as our agent, as our interests may appear, defaulted or written off accounts; and taking all necessary action in connection with true-up adjustments. The servicer is required to notify us, the trustee and the rating agencies in writing of any laws or the Council regulations promulgated after the execution of a servicing agreement that have a material adverse effect on the servicer’s ability to perform its duties under the servicing agreement. The servicer is also authorized to execute and deliver documents and to make filings and participate in proceedings on our behalf.

In addition, if we request, the servicer will provide to us public information about the servicer and any material information about the storm recovery property that is reasonably available, as may be reasonably necessary to enable us to monitor the servicer’s performance, and, so long as any storm recovery bonds are outstanding, any information necessary to calculate the storm recovery charges applicable to each customer class. The servicer will also prepare any reports to be filed by us with the SEC and will cause to be delivered required opinions of counsel to the effect that all filings with the Council necessary to preserve and protect the interests of the trustee in the storm recovery property have been made.

Servicing Standards and Covenants

The servicing agreement requires the servicer, in servicing and administering the storm recovery property, to employ or cause to be employed procedures and exercise or cause to be exercised the same care and diligence it customarily employs and exercises with respect to billing and collection activities it conducts for its own account and, if applicable, for others.

The servicing agreement requires the servicer to (i) manage, service, administer and make collections in respect of the storm recovery property with reasonable care and in material compliance with applicable requirements of law, including all applicable regulations of the Council, (ii) follow customary standards, policies and procedures for the industry in Louisiana in performing its duties, (iii) use all reasonable efforts, consistent with its customary servicing procedures, to enforce, and maintain rights in respect of, the storm recovery property and to bill and collect the storm recovery charges, (iv) comply with all requirements of law including all applicable regulations of the Council applicable to and binding on it relating to the storm recovery property, (v) file and maintain the effectiveness of UCC financing statements with respect to the property transferred under the sale agreement, and (vi) take such other action on our behalf to ensure that the lien of the trustee on the collateral remains perfected and of first priority.

The servicer is responsible for instituting any proceeding to compel performance by the State or the Council of their respective undertakings under the Securitization Law, the financing order, the issuance advice letter, any true-up adjustment or any tariff. This includes the order made by the Council in the financing order that “[n]o entity may replace ENO as the servicer in any of its servicing functions with respect to the storm recovery charges and the storm recovery property authorized by this Financing Order, if the replacement would cause any of the then current credit ratings of the storm recovery bonds to be suspended, withdrawn, or downgraded.” The servicer is also responsible for instituting any proceeding as may be reasonably necessary to block or overturn any attempts to cause a repeal, modification or judicial invalidation of the Securitization Law or the financing order or the rights of holders of storm recovery property by legislative enactment (including any Council resolution or other action), voter initiative (whether state or local) or constitutional amendment that would be materially adverse to holders or which would cause an impairment of the rights of the issuing entity or the holders. In any proceedings related to the exercise of the power of eminent domain by the City to acquire a portion of ENO’s electric distribution facilities, the servicer will assert that the court ordering such expropriation must treat the City as a successor to ENO under the Securitization Law and the financing order, customers formerly served by ENO must remain responsible for payment of storm recovery charges, and that any contrary position asserted by the City violates the Council’s pledge. ENO will also covenant in the servicing agreement that the portion of the proceeds ENO may receive from the expropriation of its customers and allocated to the storm recovery charge be used to pay scheduled principal or defease the principal on the storm recovery bonds.

The servicing agreement also designates the servicer as the custodian of our records and documents. The servicing agreement requires the servicer to indemnify us, our independent manager(s) and the trustee (for itself and for your benefit) for any grossly negligent act or omission relating to the servicer’s duties as custodian.

The Storm Recovery Charge Adjustment Process

Among other things, the servicing agreement requires the servicer to file, and the Securitization Law and the financing order requires the Council to approve, semi-annual true-up adjustments to the rate at which storm recovery charges are billed to customers. For more information on the true-up process, please read “ENO’s Financing Order-True-Ups.” These adjustments are to be based on actual storm recovery charge collections and updated assumptions by the servicer as to projected future billed revenue, projected electricity usage during the next period, expected delinquencies and write-offs and future payments and expenses relating to the storm recovery property and the storm recovery bonds. If the storm recovery bonds are outstanding after the last scheduled final payment date, the financing order and the servicing agreement requires that the servicer request quarterly adjustments to the storm recovery charges which are projected to provide for the payment of all bonds, together with interest due thereon, by the next succeeding payment date.

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In addition to the semi-annual and quarterly true-up adjustments, the financing order and the servicing agreement authorize the servicer to request interim true-up adjustments more frequently if the servicer forecasts that storm recovery charge collections will be insufficient to make all scheduled payments of principal, interest and other amounts in respect of the storm recovery bonds during the current or next succeeding semi-annual or quarterly period (as applicable) and to replenish any draws upon the capital subaccount.

The Council must be given at least 15 days’ notice prior to making either the semi-annual true-up adjustment, the quarterly true-up adjustment or an interim true-up adjustment. The Council’s rights of review are limited to confirming its mathematical accuracy. In the event any correction to a true-up adjustment due to mathematical errors in the calculation of the adjustment or otherwise is necessary, it will be made in a future true-up adjustment.

As part of each true-up adjustment, the servicer will calculate the storm recovery charges necessary to result in:

• all accrued and unpaid interest being paid in full,

• the outstanding principal balance equaling the amount provided in the expected amortization schedule,

• the amount on deposit in the capital subaccount equaling the required capital level plus an amount equal to the authorized capital return to ENO, and

• all other fees, expenses and indemnities of the issuing entity.

In addition to the semi-annual and quarterly true-up adjustment and any additional interim true-up adjustments described above, the financing order authorizes the servicer to request a non-standard true-up adjustment from the Council, at any time, to address any material deviations between storm recovery charge collections and amounts required to provide for the timely payment of scheduled payments of principal, interest and other amounts in respect of the storm recovery bonds. No non-standard true-up adjustment may become effective unless the rating agency condition has been satisfied.

Remittances to Collection Account

The servicer will make daily payments on account of storm recovery charge collections to the trustee for deposit in the collection account. For a description of the allocation of the deposits, please read “Security for the Storm Recovery Bonds-How Funds in the Collection Account Will Be Allocated.” Until storm recovery charge collections are remitted to the applicable collection account, the servicer will not segregate them from its general funds. Please read “Risks Associated With Potential Bankruptcy Proceedings of the Seller or the Servicer” in this prospectus.

Commencing [15] days after the commencement of the first billing period following issuance of the storm recovery bonds, and on each servicer business day thereafter, the servicer will remit to the trustee all collections of previously billed storm recovery charges, net of taxes, dishonored checks and write-off revenues. The servicer must remit the storm recovery charges as soon as reasonably practicable, and in any event no later than two servicer business days after receipt by the servicer. If any customer does not pay the full amount of any bill to the servicer, the amount paid by the customer will be applied in the following order of priority based on the chronological order of billing: first, to any amounts due with respect to customer deposits, second, to all charges of the servicer on the bill (which do not include the storm recovery charges), third, to all storm recovery charges, and fourth, to additional pledges billed to the customer.

In the event that the servicer makes changes to its current computerized customer information system which would allow the servicer to monitor payment and collection activity more efficiently or accurately than is being done today, the servicing agreement will allow the servicer to substitute such remittance procedures for the remittance procedures described above and otherwise modify the remittance procedures described above as may be appropriate in the interests of efficiency, accuracy, cost and/or system capabilities. However, the servicer will not be allowed to make any modification or substitution that will materially adversely affect the bondholders. The servicer must also give notice to the rating agencies of any such computer system changes no later than 60 business days after the date on which all retail electric customer accounts are billed on the new system.

Servicing Compensation

The servicer will be entitled to receive an annual servicing fee in an amount equal to:

• $150,000 annually. In addition, ENO, as servicer, will be entitled to receive reimbursement for its out-of-pocket costs for external accounting and legal services required by the servicing agreement; or

• if ENO or any of its affiliates is not the servicer, an amount agreed upon by the successor servicer and the trustee, but any amount in excess of 0.60% of the initial principal amount of all outstanding storm recovery bonds issued by us must be approved by the Council and the rating agency condition must be satisfied.

The servicing fee shall be paid semi-annually with half of the servicing fee being paid on each payment date. The trustee will pay the servicing fee on each payment date (together with any portion of the servicing fee that remains unpaid from prior payment dates) to the extent of available funds prior to the distribution of any interest on and principal of the storm recovery bonds. So long as ENO or an affiliate is the servicer, ENO’s servicing compensation will be included as an identified

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revenue credit and reduce revenue requirements for setting its transmission and distribution rates. The expenses of servicing shall likewise be included as a cost of service in setting such rates.

ENO will agree in each servicing agreement that higher fees, if any, caused by its replacement as servicer due to its negligence, misconduct or termination for cause will be borne by ENO and not by customers.

Not less often than quarterly, the servicer shall remit to the trustee earnings on unremitted storm recovery charge collections, assuming that all storm recovery charge collections are invested through the second servicer business day following receipt, and using, in calculating any such remittance, the average annual interest rates earned by the servicer on overnight investments of all customer receipts.

Servicer Representations and Warranties; Indemnification

The servicer will represent and warrant to us, as of the closing date, among other things, that:

• the servicer is duly organized, validly existing and is in good standing under the laws of the state of its organization, with requisite power and authority to own its properties, to conduct its business as such properties are currently owned and such business is presently conducted by it, and to service the storm recovery property and hold the records related to the storm recovery property, and to execute, deliver and carry out the terms of the servicing agreement;

• the servicer is duly qualified to do business, is in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the storm recovery property) requires such qualifications, licenses or approvals (except where a failure to qualify would not be reasonably likely to have a material adverse effect on the servicer’s business, operations, assets, revenues or properties or to its servicing of the storm recovery property);

• the execution, delivery and performance of the terms of the servicing agreement have been duly authorized by all necessary action on the part of the servicer under its organizational or governing documents and laws;

• the servicing agreement constitutes a legal, valid and binding obligation of the servicer, enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ rights generally from time to time in effect and to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

• the consummation of the transactions contemplated by the servicing agreement does not conflict with, result in any breach of, nor constitute a default under the servicer’s organizational documents or any indenture or other agreement or instrument to which the servicer is a party or by which it or any of its property is bound, result in the creation or imposition of any lien upon the servicer’s properties pursuant to the terms of any such indenture or agreement or other instrument (other than any lien that may be granted under the basic documents or any lien created pursuant to Section 1231 of the Securitization Law) or violate any existing law or any existing order, rule or regulation applicable to the servicer;

• each report or certificate delivered in connection with the issuance advice letter or delivered in connection with any filing made to the Council by us with respect to the storm recovery charges or true-up adjustments will be true and correct in all material respects, or, if based in part on or containing assumptions, forecasts or other predictions of future events, such assumptions, forecasts or predictions will be reasonably based on historical performance (and facts known to the servicer on the date such report or certificate is delivered);

• no governmental approvals, authorizations, consents, orders or other actions or filings with any governmental authority, are required for the servicer to execute, deliver and perform its obligations under the servicing agreement except those which have previously been obtained or made or are required to be made by the servicer in the future; and

• no proceeding or investigation is pending and, to the servicer’s knowledge, no proceeding or investigation is threatened before any governmental authority having jurisdiction over the servicer or its properties, asserting the invalidity of the servicing agreement or the other basic documents, seeking to prevent issuance of storm recovery bonds or the consummation of the transactions contemplated by the servicing agreement or other basic documents, seeking a determination that could reasonably be expected to materially and adversely affect the performance by the servicer of its obligations under or the validity or enforceability of the servicing agreement or the other basic documents or which could reasonably be expected to adversely affect the federal income tax or state income or franchise tax classification of the storm recovery bonds as debt.

The servicer will not be responsible for any ruling, action or delay of the Council, except those caused by the servicer’s failure to file required applications in a timely and correct manner or other breach of its duties under the servicing agreement. The servicer also will not be liable for the calculation of the storm recovery charges and adjustments, including any inaccuracy in the assumptions made in the calculation, so long as the servicer has acted in good faith and has not acted in an imprudent manner.

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The Servicer Will Indemnify Us and Certain Other Entities in Limited Circumstances

The servicer will indemnify, defend and hold harmless us and the trustee (for itself and for your benefit) and the independent manager(s) and each of their respective officers, directors, employees and agents from any and all liabilities, obligations, losses, damages, payments and claims, and reasonable costs or expenses, arising as a result of:

• the servicer’s willful misconduct, bad faith or gross negligence in the performance of, or reckless disregard of, its duties or observance of its covenants under the servicing agreement,

• the servicer’s breach of any of its representations or warranties, and

• litigation and related expenses relating to its status and obligations as servicer (other than any proceeding the servicer is required to institute under the servicing agreement).

The servicer will not be liable, however, for any liabilities, obligations, losses, damages, payments or claims, or reasonable costs or expenses, resulting from the willful misconduct or gross negligence of the party seeking indemnification or resulting from a breach of a representation or warranty made by the person seeking the indemnification that causes the servicer’s breach.

The servicing agreement will also provide that the servicer will release us and our independent manager(s), the trustee and each of our respective officers, directors and agents from any actions, claims and demands which the servicer, in the capacity of servicer or otherwise, may have against those parties relating to the storm recovery property or the servicer’s activities, other than actions, claims and demands arising from the willful misconduct, bad faith or gross negligence of the parties.

Alternative Energy Suppliers

So long as any of the storm recovery bonds are outstanding, if there is a fundamental change in the regulation of public utilities which permits an alternative electric supplier (an AES) to sell electric service to a customer using the transmission or distribution service of ENO, the servicer will take reasonable efforts to assure that the AES bills or collects the storm recovery charges on our behalf unless required by applicable law or regulation and, to the extent permitted by applicable law or regulation, the rating agency condition is satisfied. If an AES does bill and collect storm recovery charges on our behalf, the servicer will take reasonable steps to assure that the AES provides us with public financial information with regard to the AES, and any material information relating to the storm recovery property to the extent it is reasonably available to the AES, as may be necessary and permitted by law to monitor the AES’ performance under the servicing agreement.

Evidence as to Compliance

The servicing agreement will provide that the servicer will furnish annually to us, the trustee and the rating agencies, on or before March 31 of each year, beginning March 31, 2016 or, if earlier, on the date on which the annual report on Form 10‑K relating to the bonds is required to be filed, a report on its assessment of compliance with specified servicing criteria as required by Item 1122(a) of Regulation AB, during the preceding 12 months ended December 31 (or preceding period since the closing date of the issuance of the storm recovery bonds in the case of the first statement), together with a certificate by an officer of the servicer certifying the statements set forth therein and a certificate by an officer of the servicer certifying to the statements of compliance required by Item 1123 of Regulation AB.

The servicing agreement also provides that the servicer shall cause a firm of independent public accountants to furnish annually to us, the trustee and the rating agencies on or before March 31 of each year, beginning March 31, 2016 or, if earlier, on the date on which the annual report on Form 10‑K relating to the bonds is required to be filed, an annual accountant’s report, which will include an attestation report that attests to and reports on the servicer’s assessment report described in the immediately preceding paragraph, to the effect that the accounting firm has performed agreed upon procedures in connection with the servicer’s compliance with its obligations under the servicing agreement during the preceding 12 months (or in the case of the report to be delivered on March 31, 2016, the period of time from the closing date for the bonds until December 31, 2015), identifying the results of the procedures and including any exceptions noted. The report will also indicate that the accounting firm providing the report is independent of the servicer within the meaning of the rules of The Public Company Accounting Oversight Board. The cost of such report will be an operating expense under the indenture.

You may also obtain copies of the above statements and certificates by sending a written request addressed to the trustee.

The servicer, in its capacity as sponsor, may voluntarily suspend or terminate its filing obligations as sponsor with the SEC to the extent permitted by applicable law.

The servicer will also be required to deliver monthly reports and copies of any filings made with the Council to us and to the trustee and the rating agencies.

The servicer will also be required to deliver to us, the trustee and the rating agencies monthly reports setting forth certain information relating to collections of storm recovery charges received during the preceding calendar month and, shortly

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before each payment date, a report setting forth the amount of principal and interest payable to bondholders on such date, the difference between the principal outstanding on the storm recovery bonds and the amounts specified in the expected amortization schedule after giving effect to any such payments, and the amounts on deposit in the capital subaccount and excess funds subaccount after giving effect to all transfers and payments to be made on such payment date.

In addition, the servicer is required to send copies of each filing or notice evidencing a true-up adjustment to us, the trustee and the rating agencies.

Matters Regarding the Servicer

The servicing agreement will provide that ENO may not resign from its obligations and duties as servicer thereunder, except when ENO delivers to the trustee and the Council an opinion of independent legal counsel to the effect that ENO’s performance of its duties under the servicing agreement is no longer permissible under applicable law. No resignation by ENO as servicer will become effective until a successor servicer has assumed ENO’s servicing obligations and duties under the servicing agreement.

The servicing agreement will further provide that neither the servicer nor any of its directors, officers, employees, and agents will be liable to us or to the trustee, our managers, you or any other person or entity, except as provided under the servicing agreement, for taking any action or for refraining from taking any action under the servicing agreement or for good faith errors in judgment. However, neither the servicer nor any person or entity will be protected against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties. The servicer and any of its directors, officers, employees or agents may rely in good faith on the advice of counsel reasonably acceptable to the trustee or on any document submitted by any person respecting any matters under the servicing agreement. In addition, the servicing agreement will provide that the servicer is under no obligation to appear in, prosecute, or defend any legal action, except as provided in the servicing agreement at our expense.

Under the circumstances specified in the servicing agreement, any entity which becomes the successor by merger, sale, transfer, lease, management contract or otherwise to all or substantially all of the servicer’s electric transmission and distribution business serving ENO’s retail electric customers (or, subject to the satisfaction of the rating agency condition, part of the distribution system business assets serving ENO’s retail electric customers) may assume all of the rights and obligations of the servicer under the servicing agreement. If transmission and distribution are not provided by a single entity after any such transaction, the entity which provides distribution service directly to ENO’s retail electric customers may assume all of the servicer’s rights and obligations under the servicing agreement. The following are conditions to the transfer of the duties and obligations to a successor servicer:

• immediately after the transfer, no representation or warranty made by the servicer in the servicing agreement will have been breached and no servicer default or event which after notice of, lapse of time or both, would become a servicer default, has occurred and is continuing;

• the successor to the servicer must execute an agreement of assumption to perform every obligation of the servicer under the servicing agreement;

• the servicer has delivered to us and to the trustee an officer’s certificate and an opinion of counsel stating that the transfer complies with the servicing agreement and all conditions to the transfer under the servicing agreement have been complied with;

• the servicer has delivered to us and to the trustee and the rating agencies an opinion of counsel stating either that all necessary filings, including those with the Council, to preserve, perfect and maintain the priority of our interests in and the trustee’s lien on the storm recovery property, have been made or that no filings are required;

• the servicer has given prior written notice to the rating agencies; and

• the servicer has delivered to the issuing entity, the trustee and the rating agencies a no material adverse tax change opinion of independent tax counsel regarding such transfer.

So long as the conditions of any such assumptions are met, then the prior servicer will automatically be released from its obligations under the servicing agreement.

The servicing agreement will permit the servicer to appoint any person to perform any or all of its obligations. However, unless the appointed person is an affiliate of ENO, the servicer must receive notice from the rating agencies that the appointment will not result in a reduction or withdrawal of the then current ratings on any tranche of storm recovery bonds. In the event of any such appointment, the servicer must remain obligated and liable under the servicing agreement.

Servicer Defaults

Servicer defaults under the servicing agreement will include, among other things:

• any failure by the servicer to remit payments arising from the storm recovery charges into the collection account as required under the servicing agreement (other than an inadvertent failure to remit a de minimus

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amount of collections), which failure continues unremedied for five business days after written notice from us or the trustee is received by the servicer or after discovery of the failure by an officer of the servicer;

• any failure by the servicer to duly perform its obligations to make storm recovery charge adjustment filings in the time and manner set forth in the servicing agreement, which failure continues unremedied for a period of five days;

• any failure by the servicer or, if the servicer is an affiliate of ENO, by ENO to observe or perform in any material respect any covenants or agreements in the servicing agreement or the other basic documents to which it is a party in its capacity as servicer, which failure materially and adversely affects the rights of the related bondholders and which continues unremedied for 60 days after written notice of this failure has been given to the servicer or, if the servicer is an affiliate of ENO, by ENO by us or by the trustee or after such failure is discovered by an officer of the servicer;

• any representation or warranty made by the servicer in the servicing agreement or any basic document will prove to have been incorrect in a material respect when made, which has a material adverse effect on us or the bondholders and which material adverse effect continues unremedied for a period of 60 days after the giving of written notice to the servicer by us or the trustee after such failure is discovered by an officer of the servicer; and

• certain events of bankruptcy, insolvency, receivership or liquidation of the servicer.

Rights Upon a Servicer Default

In the event of a servicer default that remains unremedied, the trustee may, and upon the instruction of the holders of storm recovery bonds evidencing not less than a majority in principal amount of then outstanding storm recovery bonds, the trustee will terminate all the rights and obligations of the servicer under the servicing agreement, other than the servicer’s indemnity obligation and obligation to continue performing its functions as servicer until a successor servicer is appointed. After the termination, the trustee will appoint a successor servicer who will succeed to all the responsibilities, duties and liabilities of the servicer under the servicing agreement and will be entitled to similar compensation arrangements.

In addition, when a servicer defaults through failure to remit storm recovery charges as described in the first bullet above under “Servicer Defaults,” the bondholders (subject to the provisions of the indenture) and the trustee as beneficiary of any statutory lien permitted by the Securitization Law will be entitled to (i) apply to a Louisiana district court [in Orleans Parish] for sequestration and payment of revenues arising from the storm recovery property, (ii) foreclose on or otherwise enforce the lien and security interests in any storm recovery property and (iii) apply to the Council or a court of competent jurisdiction and venue for an order that amounts arising from the storm recovery charges be transferred to a separate account for the benefit of the bondholders. If, however, a bankruptcy trustee or similar official has been appointed for the servicer, and no servicer default other than an appointment of a bankruptcy trustee or similar official has occurred, that trustee or official may have the power to prevent the trustee or the bondholders from effecting a transfer of servicing. Please read “Risks Associated With Potential Bankruptcy Proceedings of the Seller or Servicer” and “How a Bankruptcy May Affect Your Investment” in this prospectus.

The trustee may appoint, or petition a court of competent jurisdiction for the appointment of, a successor servicer which satisfies criteria specified by the nationally recognized statistical rating agencies rating the storm recovery bonds. In no event will the trustee be liable for its appointment of a successor servicer. The trustee may make arrangements for compensation to be paid to the successor servicer.

Waiver of Past Defaults

Holders of storm recovery bonds evidencing not less than a majority in principal amount of the then outstanding storm recovery bonds, on behalf of all bondholders, may waive any default by the servicer in the performance of its obligations under the servicing agreement and its consequences, except a default in making any required remittances to the collection account under the servicing agreement. The servicing agreement will provide that no waiver will impair the bondholders’ rights relating to subsequent defaults.

Successor Servicer

If for any reason a third-party assumes the role of the servicer under the servicing agreement, the servicing agreement will require the servicer to cooperate with us and with the trustee and the successor servicer in terminating the servicer’s rights and responsibilities under the servicing agreement, including the transfer to the successor servicer of all cash amounts then held by the servicer for remittance or subsequently acquired. The servicing agreement will provide that the servicer will be liable for the reasonable costs and expenses incurred in transferring the storm recovery property records to the successor servicer and amending the servicing agreement to reflect such succession if such transfer is the result of a servicer default. In all other cases such costs and expenses will be paid by the party incurring them.

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Amendment

The servicing agreement may be amended in writing by the servicer and us, if the rating agency condition has been satisfied, with the prior written consent of the trustee and, with respect to amendments that would increase ongoing financing costs as defined in the financing order, the consent or deemed consent of the Council.

HOW A BANKRUPTCY MAY AFFECT YOUR INVESTMENT

Challenge to True Sale Treatment

ENO will represent and warrant that the transfer of the storm recovery property in accordance with the sale agreement constitutes a true and valid sale and assignment of that storm recovery property by ENO to us. It will be a condition of closing for the sale of storm recovery property pursuant to the sale agreement that ENO will take the appropriate actions under the Securitization Law, including filing a financing statement giving notice of the transfer of an interest in the storm recovery property in accordance with the Louisiana UCC, to perfect this sale. The Securitization Law provides that a transfer of storm recovery property by an electric utility to an assignee that the parties have in the governing documentation expressly stated to be a sale or other absolute transfer shall be an absolute transfer of all the transferor’s right, title and interest, as in a “true sale” under applicable creditors’ rights principles, and not as a pledge or other financing, of the relevant storm recovery property. We and ENO will treat such a transaction as a sale under applicable law. However, we expect that storm recovery bonds will be reflected as debt on ENO’s consolidated financial statements. In addition, we anticipate that the storm recovery bonds will be treated as debt of ENO for federal income tax purposes. Please read “Material U.S. Federal Income Tax Consequences.” In the event of a bankruptcy of a party to the sale agreement, if a party in interest in the bankruptcy were to take the position that the transfer of the storm recovery property to us pursuant to the sale agreement was a financing transaction and not a true sale under applicable creditors’ rights principles, there can be no assurance that a court would not adopt this position. Even if a court did not ultimately recharacterize the transaction as a financing transaction, the mere commencement of a bankruptcy of ENO and the attendant possible uncertainty surrounding the treatment of the transaction could result in delays in payments on the storm recovery bonds.

In that regard, we note that the bankruptcy court in In re: LTV Steel Company, Inc., et al., 274 B.R. 278 (Bankr. N. D. Oh. 2001) issued an interim order that observed that a debtor, LTV Steel Company, which had previously entered into securitization arrangements with respect both to its inventory and its accounts receivable may have “at least some equitable interest in the inventory and receivables, and that this interest is property of the Debtor’s estate . . . sufficient to support the entry of” an interim order permitting the debtor to use proceeds of the property sold in the securitization. 274 B.R. at 285. The court based its decision in large part on its view of the equities of the case.

LTV and the securitization investors subsequently settled their dispute over the terms of the interim order and the bankruptcy court entered a final order in which the parties admitted and the court found that the pre-petition transactions constituted “true sales.” The court did not otherwise overrule its earlier ruling. The LTV memorandum opinion serves as an example of the pervasive equity powers of bankruptcy courts and the importance that such courts may ascribe to the goal of reorganization, particularly where the assets sold are integral to the ongoing operation of the debtor’s business.

Even if creditors did not challenge the sale of storm recovery property as a true sale, a bankruptcy filing by ENO could trigger a bankruptcy filing by us with similar negative consequences for bondholders. In a 2009 bankruptcy case, In re General Growth Properties, Inc., General Growth Properties, Inc. filed for bankruptcy together with many of its direct and indirect subsidiaries, including many subsidiaries that were organized as special purpose vehicles. The bankruptcy court upheld the validity of the filings of these special purpose subsidiaries and allowed the subsidiaries, over the objections of their creditors, to use the lenders’ cash collateral to make loans to the parent for general corporate purposes. The creditors received adequate protection in the form of current interest payments and replacement liens to mitigate any diminution in value resulting from the use of the cash collateral, but the opinion serves as a reminder that bankruptcy courts may subordinate legal rights of creditors to the interests of helping debtors reorganize.

We and ENO have attempted to mitigate the impact of a possible recharacterization of a sale of storm recovery property as a financing transaction under applicable creditors’ rights principles. The sale agreement will provide that if the transfer of the applicable storm recovery property is thereafter recharacterized by a court as a financing transaction and not a true sale, the transfer by ENO will be deemed to have granted to us on behalf of ourselves and the trustee a first priority security interest in all ENO’s right, title and interest in and to the storm recovery property and all proceeds thereof. In addition, the sale agreement will require the filing of a financing statement in the related storm recovery property and the proceeds thereof in accordance with the Securitization Law. As a result of this filing, we would be a secured creditor of ENO and entitled to recover against the collateral or its value. This does not, however, eliminate the risk of payment delays or reductions and other adverse effects caused by a bankruptcy of ENO. Further, if, for any reason, a storm recovery property notice is not filed under the Securitization Law or we fail to otherwise perfect our interest in the storm recovery property, and the transfer is thereafter deemed not to constitute a true sale, we would be an unsecured creditor of ENO.

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Section 1231 of the Securitization Law provides that storm recovery property does not constitute property in which a security interest may be created under the Louisiana UCC, except to the extent not governed by the Securitization Law. Section 1231 of the Securitization Law provides that a valid and enforceable security interest in storm recovery property will attach only after the issuance of a financing order, the execution and delivery of a security agreement in connection with issuance of storm recovery bonds and the receipt of value for the storm recovery bonds. The security interest attaches automatically at the time when all of the foregoing conditions have been met. Upon perfection by filing a financing statement under Section 1231(D) of the Securitization Law and otherwise in accordance with the Louisiana UCC, the security interest will be a perfected security interest in the storm recovery property and all proceeds of the property, whether accrued or not, and will have priority in the order of perfection and take precedence over any subsequent lien creditor. The servicer will pledge in the servicing agreement to file in accordance with the Louisiana UCC on or before the date of issuance of storm recovery bonds the filing required by Section 1231 of the Securitization Law to perfect the lien of the trustee in the storm recovery property and to file all necessary continuation statements. None of this, however, mitigates the risk of payment delays and other adverse effects caused by a bankruptcy of ENO. Further, if, for any reason, a storm recovery property notice is not filed under the Securitization Law or we fail to otherwise perfect our interest in the storm recovery property sold pursuant to the sale agreement, and the transfer is thereafter deemed not to constitute a true sale, we would be an unsecured creditor of ENO.

Consolidation of the Issuing Entity and ENO

If ENO were to become a debtor in a bankruptcy case, a party in interest might attempt to substantively consolidate the assets and liabilities of ENO and us. We and ENO have taken steps to attempt to minimize this risk. Please read “Entergy New Orleans Storm Recovery Funding I, L.L.C., The Issuing Entity” in this prospectus. However, no assurance can be given that if ENO were to become a debtor in a bankruptcy case, a court would not order that our assets and liabilities be substantively consolidated with those of ENO. Substantive consolidation would result in payment of the claims of the beneficial owners of the storm recovery bonds to be subject to substantial delay and to adjustment in timing and amount under a plan of reorganization in the bankruptcy case.

Status of Storm Recovery Property as Current Property

ENO will represent in the sale agreement, and the Securitization Law provides, that the storm recovery property sold pursuant to the sale agreement constitutes a current property right as of the date that the financing order was issued. Nevertheless, no assurance can be given that, in the event of a bankruptcy of ENO, a court would not rule that the applicable storm recovery property comes into existence only as customers use electricity.

If a court were to accept the argument that the applicable storm recovery property comes into existence only as customers use electricity, no assurance can be given that a security interest in favor of the bondholders would attach to the related storm recovery charges in respect of electricity consumed after the commencement of the bankruptcy case or that the applicable storm recovery property has been sold to us. If it were determined that the applicable storm recovery property had not been sold to us, and the security interest in favor of the storm recovery bondholders did not attach to the applicable storm recovery charges in respect of electricity consumed after the commencement of the bankruptcy case, then we would have an unsecured claim against ENO. If so, there would be delays and/or reductions in payments on the storm recovery bonds. Whether or not a court determined that storm recovery property had been sold to us pursuant to the sale agreement, no assurances can be given that a court would not rule that any storm recovery charges relating to electricity consumed after the commencement of the bankruptcy could not be transferred to us or the trustee.

In addition, in the event of a bankruptcy of ENO, a party in interest in the bankruptcy could assert that we should pay, or that we should be charged for, a portion of ENO’s costs associated with the transmission or distribution of the electricity, consumption of which gave rise to the storm recovery charge receipts used to make payments on the storm recovery bonds.

Regardless of whether ENO is the debtor in a bankruptcy case, if a court were to accept the argument that storm recovery property sold pursuant to the sale agreement comes into existence only as customers use electricity, a tax or government lien or other nonconsensual lien on property of ENO arising before that storm recovery property came into existence could have priority over our interest in that storm recovery property. Adjustments to the storm recovery charges may be available to mitigate this exposure, although there may be delays in implementing these adjustments.

Estimation of Claims; Challenges to Indemnity Claims

If ENO were to become a debtor in a bankruptcy case, claims, including indemnity claims, by us or the trustee against ENO as seller under the sale agreement and the other documents executed in connection therewith would be unsecured claims and would be subject to being discharged in the bankruptcy case. In addition, a party in interest in the bankruptcy may request that the bankruptcy court estimate any contingent claims that we or the trustee have against ENO. That party may then take the position that these claims should be estimated at zero or at a low amount because the contingency giving rise to these claims is unlikely to occur. If a court were to hold that the indemnity provisions were unenforceable, we would be left with a claim for

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actual damages against ENO based on breach of contract principles. The actual amount of these damages would be subject to estimation and/or calculation by the court.

No assurances can be given as to the result of any of the above-described actions or claims. Furthermore, no assurance can be given as to what percentage of their claims, if any, unsecured creditors would receive in any bankruptcy proceeding involving ENO.

Enforcement of Rights by the Trustee

Upon an event of default under the indenture, the Securitization Law permits the trustee to enforce the security interest in the storm recovery property sold pursuant to the sale agreement in accordance with the terms of the indenture. In this capacity, the trustee is permitted to request a Louisiana district court [in Orleans Parish] to order the sequestration and payment to holders of storm recovery bonds of all revenues arising from the applicable storm recovery charges. There can be no assurance, however, that a district court judge would issue this order after a seller bankruptcy in light of the automatic stay provisions of Section 362 of the United States Bankruptcy Code. In that event, the trustee may under the indenture seek an order from the bankruptcy court lifting the automatic stay with respect to this action by a district court judge and an order requiring an accounting and segregation of the revenues arising from the storm recovery property sold pursuant to the sale agreement. There can be no assurance that a court would grant either order.

Bankruptcy of the Servicer

The servicer is entitled to commingle the storm recovery charges that it receives with its own funds until each date on which the servicer is required to remit funds to the trustee as specified in the servicing agreement. The Securitization Law provides that the relative priority of a lien created under the Securitization Law is not defeated or adversely affected by the commingling of storm recovery charges arising with respect to the storm recovery property with funds of the electric utility. In the event of a bankruptcy of the servicer, a party in interest in the bankruptcy might assert, and a court might rule, that the storm recovery charges commingled by the servicer with its own funds and held by the servicer, prior to and as of the date of bankruptcy were property of the servicer as of that date, and are therefore property of the servicer’s bankruptcy estate, rather than our property. If the court so rules, then the court would likely rule that the trustee has only a general unsecured claim against the servicer for the amount of commingled storm recovery charges held as of that date and could not recover the commingled storm recovery charges held as of the date of the bankruptcy.

However, if the court were to rule on the ownership of the commingled storm recovery charges, the automatic stay arising upon the bankruptcy of the servicer could delay the trustee from receiving the commingled storm recovery charges held by the servicer as of the date of the bankruptcy until the court grants relief from the stay. A court ruling on any request for relief from the stay could be delayed pending the court’s resolution of whether the commingled storm recovery charges are our property or are property of the servicer, including resolution of any tracing of proceeds issues.

The servicing agreement will provide that the trustee, as our assignee, together with the other persons specified therein, may vote to appoint a successor servicer that satisfies the rating agency condition. The servicing agreement will also provide that the trustee, together with the other persons specified therein, may petition the Council or a court of competent jurisdiction to appoint a successor servicer that meets this criterion. However, the automatic stay in effect during a servicer bankruptcy might delay or prevent a successor servicer’s replacement of the servicer. Even if a successor servicer may be appointed and may replace the servicer, a successor may be difficult to obtain and may not be capable of performing all of the duties that ENO as servicer was capable of performing. Furthermore, should the servicer enter into bankruptcy, it may be permitted to stop acting as servicer.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

General

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the storm recovery bonds. Except as specifically provided below with respect to Non-U.S. Holders (as defined below), this discussion does not address the tax consequences to persons other than initial purchasers who are U.S. Holders (as defined below) that hold their storm recovery bonds as capital assets within the meaning of Section 1221 of the Internal Revenue Code, and it does not address all of the tax consequences relevant to investors that are subject to special treatment under the United States federal income tax laws (such as financial institutions, life insurance companies, retirement plans, regulated investment companies, persons who hold storm recovery bonds as part of a “straddle,” a “hedge” or a “conversion transaction,” persons that have a “functional currency” other than the U.S. dollar, investors in pass-through entities and tax-exempt organizations). This summary also does not address the consequences to holders of the storm recovery bonds under state, local or foreign tax laws. Please read “Material Louisiana Tax Considerations” in this prospectus.

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This summary is based on current provisions of the Internal Revenue Code, the Treasury Regulations promulgated and proposed thereunder, judicial decisions and published administrative rulings and pronouncements of the IRS and interpretations thereof. All of these authorities and interpretations are subject to change, and any change may apply retroactively and affect the accuracy of the opinions, statements and conclusions set forth in this discussion.

U.S. Holder and Non-U.S. Holder Defined

A “U.S. Holder” means a beneficial owner of a bond that, for U.S. federal income tax purposes, is (i) a citizen or individual resident of the United States, (ii) a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) a trust if (A) a court in the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (B) it has a valid election in place to be treated as a United States person. A “Non-U.S. Holder” means a beneficial owner of a note that is not a U.S. Holder but does not include (i) an entity or arrangement treated as a partnership for U.S. federal income tax purposes, (ii) a former citizen of the United States or (iii) a former resident of the United States.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes is a holder of a note, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partners are encouraged to consult their tax advisors about the particular U.S. federal income tax consequences applicable to them. Similarly, former citizens and former residents of the United States are encouraged to consult their tax advisors about the particular U.S. federal income tax consequences that may be applicable to them.

ALL PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISERS REGARDING THE FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF STORM RECOVERY BONDS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE EFFECT OF ANY FOREIGN, STATE, LOCAL OR OTHER LAWS.

Taxation of the Issuing Entity and Characterization of the Storm Recovery Bonds

Based on Revenue Procedure 2005-62, 2005-2 CB 507, it is the opinion of Sidley Austin LLP, as tax counsel, that for U.S. federal income tax purposes, (1) we will not be treated as a taxable entity separate and apart from ENO and (2) the storm recovery bonds will be treated as debt of ENO. By acquiring a storm recovery bond, a storm recovery bondholder agrees to treat the storm recovery bond as debt of ENO for United States federal income tax purposes. This opinion is based on certain representations made by us and ENO, on the application of current law to the facts as established by the indenture and other relevant documents and assumes compliance with the indenture and such other documents as in effect on the date of issuance of the storm recovery bonds.

Tax Consequences To U.S. Holders

Interest

Interest income on the storm recovery bonds, payable at a fixed rate, will be includible in income by a U.S. Holder when it is received, in the case of a U.S. Holder using the cash receipts and disbursements method of tax accounting, or as it accrues, in the case of a U.S. Holder using the accrual method of tax accounting. We expect that the storm recovery bonds will not be issued with original issue discount. If the storm recovery bonds are issued with original issue discount, the prospectus supplement will address the tax consequences of purchasing storm recovery bonds with original issue discount.

Sale or Retirement of Storm Recovery Bonds

On a sale, exchange or retirement of a storm recovery bond, a U.S. Holder will have taxable gain or loss equal to the difference between the amount received by the U.S. Holder and the U.S. Holder’s tax basis in the storm recovery bond. A U.S. Holder’s tax basis in its storm recovery bonds is the U.S. Holder’s cost, subject to adjustments such as reductions in basis for principal payments received previously. Gain or loss will generally be capital gain or loss, and will be long-term capital gain or loss if the storm recovery bond was held for more than one year at the time of disposition. If a U.S. Holder sells the storm recovery bond between interest payment dates, a portion of the amount received will reflect interest that has accrued on the storm recovery bond but that has not yet been paid by the sale date. To the extent that amount has not already been included in the U.S. Holder’s income, it will be treated as ordinary interest income and not as capital gain.

3.8% Tax on “Net Investment Income”

Certain U.S. Holders that are individuals, trusts and estates, will be subject to an additional 3.8% tax on all or a portion of their “net investment income,” which may include the interest payments and any gain realized with respect to a

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storm recovery bond, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for a married individual filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. U.S. Holders are encouraged to consult their tax advisors with respect to this tax.

Tax Consequences to Non-U.S. Holders

Withholding Taxation on Interest

Subject to the discussions of backup withholding and the Foreign Account Tax Compliance Act discussed below, payments of interest income on the storm recovery bonds received by a Non-U.S. Holder that does not hold its storm recovery bonds in connection with the conduct of a trade or business in the United States will generally not be subject to United States federal withholding tax, provided that the Non-U.S. Holder that is not a bank that acquires the bonds as part of its business of making loans, does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock or Entergy entitled to vote or is not a controlled foreign corporation that is related to us through stock ownership and Entergy or its paying agent receives:

• from a Non-U.S. Holder appropriate documentation to treat the payment as made to a foreign beneficial owner under Treasury Regulations issued under Section 1441 of the Internal Revenue Code;

• a withholding certificate from a person claiming to be a foreign partnership and the foreign partnership has received appropriate documentation to treat the payment as made to a foreign beneficial owner in accordance with these Treasury Regulations;

• a withholding certificate from a person representing to be a “qualified intermediary” that has assumed primary withholding responsibility under these Treasury Regulations and the qualified intermediary has received appropriate documentation from a foreign beneficial owner in accordance with its agreement with the IRS; or

• a statement, under penalties of perjury from an authorized representative of a financial institution, stating that the financial institution has received from the beneficial owner a withholding certificate described in these Treasury Regulations or that it has received a similar statement from another financial institution acting on behalf of the foreign beneficial owner and a copy of such withholding certificate.

In general, it will not be necessary for a Non-U.S. Holder to obtain or furnish a United States taxpayer identification number to ENO or its paying agent in order to claim any of the foregoing exemptions from United States withholding tax on payments of interest. Interest paid to a Non-U.S. Holder will be subject to a United States withholding tax of 30% upon the actual payment of interest income, except as described above and except where an applicable income tax treaty provides for the reduction or elimination of the withholding tax and the Non-U.S. Holder provides a withholding certificate properly establishing such reduction of exemption, or where the payments on the storm recovery bonds are effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder and the Non-U.S. Holder provides a withholding certificate to that effect.

A Non-U.S. Holder generally will be taxable in the same manner as a United States corporation or resident with respect to interest income if the income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States). Effectively connected income received by a Non-U.S. Holder that is a corporation may in some circumstances be subject to an additional “branch profits tax” at a30%rate, or if applicable, a lower rate provided by an income tax treaty.

Capital Gains Tax Issues

Subject to the discussions of backup withholding and the Foreign Account Tax Compliance Act discussed below, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax on gain realized on the sale or exchange of storm recovery bonds, unless:

• the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year and this gain is from United States sources; or

• the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States).

Reporting and Backup Withholding

Payments made in respect of the storm recovery bonds to a U.S. Holder must be reported to the IRS, unless the U.S. Holder is an “exempt recipient” or establishes an exemption. Generally, individuals are not exempt recipients, whereas corporations and certain other entities generally are exempt recipients.

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Backup withholding of United States federal income tax may apply to payments made in respect of the storm recovery bonds to registered owners who are not “exempt recipients” and who fail to provide certain identifying information (such as the registered owner’s taxpayer identification number) in the required manner. A U.S. Holder can obtain a complete exemption from the backup withholding tax by providing a properly completed Form W‑9 (Payer’s Request for Taxpayer Identification Number and Certification). Compliance with the identification procedures described above under “Tax Consequences to Non-U.S. Holders-Withholding Taxation on Interest” would establish an exemption from backup withholding for those Non-U.S. Holders who are not exempt recipients.

In addition, backup withholding of United States federal income tax may apply upon the sale of a storm recovery bond to (or through) a broker, unless either (1) the broker determines that the seller is a corporation or other exempt recipient or (2) the seller provides, in the required manner, certain identifying information and, in the case of a Non-U.S. Holder, certifies that the seller is a Non-U.S. Holder (and certain other conditions are met). The sale may also be reported by the broker to the IRS, unless either (a) the broker determines that the seller is an exempt recipient or (b) the seller certifies its non-U.S. status (and certain other conditions are met). Certification of the registered owner’s non-U.S. status would be made normally on an IRS Form W-8BEN (in the case of an individual), on an IRS Form W-8BEN-E (in the case of an entity such as a corporation) or an IRS Form W-8ECI (in the case of a storm recovery bond the payments on which are effectively connected with the conduct of a trade or business in the United States) under penalty of perjury, although in certain cases it may be possible to submit other documentary evidence. A sale of a storm recovery bond to (or through) a Non-U.S. office of a broker generally will not be subject to information reporting or backup withholding unless the broker is a United States person or has certain connections to the United States.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against such beneficial owner’s United States federal income tax provided the required information is furnished to the IRS.

The Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act imposes a U.S. federal withholding tax of 30% on interest on, and the gross proceeds from a disposition of, a storm recovery bond paid to (i) “foreign financial institutions” unless they agree to collect and disclose to the IRS information identifying their direct and indirect U.S. account holders, and (ii) certain “non-financial foreign entities” unless they certify certain information regarding their direct and indirect U.S. owners. These withholding obligations currently apply to interest payable on the storm recovery bonds and will apply to gross proceeds from a disposition of the storm recovery bonds, payable after December 31, 2016. The issuing entity will not be required to pay any additional amounts on account of amounts withheld under the Foreign Account Tax Compliance Act. U.S. Holders that own their interests in a storm recovery bond through foreign entities and intermediaries, and Non‑U.S. Holders are encouraged to consult their tax advisors regarding the application of the Foreign Account Tax Compliance Act in their particular circumstances.

MATERIAL LOUISIANA INCOME TAX CONSIDERATIONS

In the opinion of Phelps Dunbar, L.L.P., counsel to us and to ENO, interest paid on the storm recovery bonds generally will be taxed for Louisiana income tax purposes consistently with its taxation for U.S. federal income tax purposes (although certain corporate bondholders may be entitled to a deduction from Louisiana gross income for interest received on the storm recovery bonds) and (assuming that the storm recovery bonds will be treated as debt obligations of ENO for U.S. federal income tax purposes) such interest received by an entity or person not otherwise subject to Louisiana corporate or individual income tax will not be subject to Louisiana income tax. Phelps Dunbar, L.L.P. has also issued an opinion that for Louisiana income tax purposes (1) we will not be treated as a taxable entity separate and apart from ENO, our sole member, and (2) the storm recovery bonds will constitute indebtedness of ENO, assuming, in each case, that such treatment applies for U.S. federal income tax purposes. Please read “Material U.S. Federal Income Tax Consequences.” This summary is based on current provisions of the Louisiana tax statutes and regulations, judicial decisions and administrative interpretations and rulings. All of these authorities and interpretations are subject to change, and any change may apply retroactively and affect the accuracy of the opinions set forth in this discussion.

ERISA CONSIDERATIONS

General

ERISA, and Section 4975 of the Internal Revenue Code impose certain requirements on plans subject to ERISA or Section 4975 of the Internal Revenue Code. Further, plans that are intended to be qualified and exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code, however, are subject to the prohibited transaction rules in Section 503 of the Internal Revenue Code. ERISA and the Internal Revenue Code also impose certain requirements on fiduciaries of a plan in connection with the investment of the assets of the plan. For purposes of this discussion, “plans” include employee benefit plans and other plans and arrangements that provide retirement income, including individual retirement accounts and annuities and Keogh plans, as well as some collective investment funds and insurance company

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general or separate accounts or other entities in which the assets of those plans, accounts or arrangements are invested. A fiduciary of an investing plan is any person who in connection with the assets of the plan:

• has discretionary authority or control over the administration of the plan management or disposition of plan assets, or

• provides investment advice to the plan for a fee.

ERISA and the Internal Revenue Code impose certain general fiduciary requirements on fiduciaries of the plan, including investment prudence and diversification, and the investment of the assets of the plan in accordance with the documents governing the plan.

Some plans, such as governmental plans, and certain church plans, and the fiduciaries of those plans, are not subject to ERISA requirements or the prohibited transaction rules under the Internal Revenue Code (as described further below), but may be subject to the provisions of other similar federal, state, local, non-U.S. or other, laws rules or regulations (“Similar Laws”). Accordingly, assets of these plans may be invested in the storm recovery bonds without regard to the ERISA considerations described below, subject to the provisions of other applicable federal and state law.

Regulation of Assets Included in a Plan

A fiduciary’s investment of the assets of a plan in the storm recovery bonds may cause our assets to be deemed assets of the plan. Section 2510.3-101 of the regulations of the United States Department of Labor, as modified by Section 3(42) of ERISA (the “plan asset regulations”), provides that the assets of an entity will be deemed to be assets of a plan that purchases an interest in the entity if the interest that is purchased by the plan is an equity interest, equity participation by benefit plan investors is significant and none of the other exceptions contained in Section 2510.3-101 of the regulations applies. An equity interest is defined in the plan asset regulations as an interest in an entity other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. Although there is no authority directly on point and unless otherwise stated in the prospectus supplement, it is anticipated that the storm recovery bonds will be treated as indebtedness under local law without any substantial equity features.

If the storm recovery bonds were deemed to be equity interests in us and none of the exceptions contained in storm recovery of the plan asset regulations were applicable, then our assets would be considered to be assets of any plans that purchase the storm recovery bonds. The extent to which the storm recovery bonds are owned by benefit plan investors (as defined in the plan asset regulations) will not be monitored. If our assets were deemed to constitute “plan assets” pursuant to the plan asset regulations, transactions we might enter into, or may have entered into in the ordinary course of business, might constitute non-exempt prohibited transactions under ERISA and or Section 4975 of the Internal Revenue Code.

In addition, the acquisition or holding of the storm recovery bonds by or on behalf of a plan could give rise to a prohibited transaction if we or the trustee, ENO, any other servicer, Entergy, any underwriter or certain of their affiliates has, or acquires, a relationship to an investing plan (see below for further details about prohibited transactions).

Before purchasing any bonds by or on behalf of a plan, you should consider whether the purchase and holding of bonds might result in a prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code and, if so, whether any prohibited transaction exemption might apply to the purchase and holding of the bonds.

Prohibited Transaction Exemptions

Section 406 of ERISA and Section 4975 of the Internal Revenue Code also prohibit a broad range of transactions involving the assets of a plan and persons who have certain specified relationships to the plan, referred to as “parties in interest,” under ERISA unless a statutory or administrative exemption is available. For purposes of this discussion, parties in interest include parties in interest under ERISA and disqualified persons under the Internal Revenue Code. The types of transactions that are prohibited include:

• sales, exchanges or leases of property;

• loans or other extensions of credit; and

• the furnishing of goods or services.

Certain persons that participate in a prohibited transaction may be subject to an excise tax under Section 4975 of the Internal Revenue Code or a penalty imposed under Section 502(i) of ERISA, unless a statutory or administrative exemption is available. In addition, the persons involved in the prohibited transaction may have to cancel the transaction and pay an amount to the plan for any losses realized by the plan or profits realized by these persons. In addition, individual retirement accounts involved in the prohibited transaction may be disqualified which would result in adverse tax consequences to the owner of the account.

Governmental plans, certain church plans, and non-U.S. plans are not subject to the requirements of ERISA or Section 4975 of the Internal Revenue Code, but may be subject to similar prohibitions under other applicable Similar Laws.

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If you are a fiduciary of a plan or any other person proposing to purchase the storm recovery bonds on behalf of or using assets of a plan, before purchasing any storm recovery bonds, you should consider the availability of one of the Department of Labor’s prohibited transaction class exemptions, referred to as PTCEs, or one of the statutory exemptions provided by ERISA or Section 4975 of the Internal Revenue Code, which include:

• PTCE 75-1, which exempts certain transactions between a plan and certain broker-dealers, reporting dealers and banks;

• PTCE 84-14, which exempts certain transactions effected on behalf of a plan by a “qualified professional asset manager”;

• PTCE 90-1, which exempts certain transactions between insurance company separate accounts and parties in interest;

• PTCE 91-38, which exempts certain transactions between bank collective investment funds and parties in interest;

• PTCE 95-60, which exempts certain transactions between insurance company general accounts and parties in interest;

• PTCE 96-23, which exempts certain transactions effected on behalf of a plan by an “in-house asset manager”; and

• the statutory service provider exemption provided bySection 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code, which exempts certain transactions between plans and parties in interest that are not fiduciaries with respect to the transaction.

We cannot provide any assurance that any of these class exemptions or statutory exemptions will apply with respect to any particular investment in the storm recovery bonds by, or on behalf of, a plan or, even if it were deemed to apply, that any exemption would apply to all transactions that may occur in connection with the investment. It is the responsibility of the plan fiduciary to determine that the purchase and holding of the storm recovery bonds will not give rise to a direct or indirect non-exempt prohibited transaction.

Even if one of these class exemptions or statutory exemptions were deemed to apply, storm recovery bonds may not be purchased with assets of any plan if we or the trustee, ENO, any other servicer, Entergy, any underwriter or any of their affiliates:

• has investment discretion over the assets of the plan used to purchase the storm recovery bonds;

• has authority or responsibility to give, or regularly gives, investment advice regarding the assets of the plan used to purchase the storm recovery bonds, for a fee and under an agreement or understanding that the advice will serve as a primary basis for investment decisions for the assets of the plan, and will be based on the particular investment needs of the plan; or

• unless PTCE 90-1 or 91-38 applied to the purchase and holding of the storm recovery bonds, is an employer maintaining or contributing to the plan.

Representation and Warranty

Accordingly, each purchaser of a bond will be deemed to have represented and warranted by virtue of its acquisition and holding of a bond that either (1) it is not and is not acting on behalf of, or using assets of, an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, a plan (as defined in Section 4975(e)(1) of the Internal Revenue Code) that is subject to Section 4975 of the Internal Revenue Code or an entity that holds or is deemed to hold the assets of such an employee benefit plan or plan by virtue of such employee benefit plan’s or plan’s investment in such entity or (2) its purchase and holding of the bond will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or violate any applicable Similar Laws.

Consultation with Counsel

If you are a fiduciary of a plan or any other person which proposes to purchase the bonds on behalf of or with assets of a plan, you should consult with your legal counsel as to the potential applicability of the plan asset regulations, the general fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and Section 4975 of the Internal Revenue Code to any such investment and the availability of any prohibited transaction exemption in connection with any investment and the application of any Similar Laws.

PLAN OF DISTRIBUTION

We may sell the storm recovery bonds to or through the underwriter named in the prospectus supplement by a negotiated firm commitment underwriting and public reoffering by the underwriter or another underwriting arrangement that may be specified in the prospectus supplement. We may also offer or place the storm recovery bonds either directly or through agents. We intend that storm recovery bonds will be offered through these various methods from time to time and that offerings may be made concurrently through more than one of these methods or that an offering of the storm recovery bonds may be made through a combination of these methods.

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The distribution of storm recovery bonds may be effected in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing market prices or in negotiated transactions or otherwise at varying prices to be determined at the time of sale.

In connection with the sale of the storm recovery bonds, underwriters or agents may receive compensation in the form of discounts, concessions or commissions. Underwriters may sell storm recovery bonds to dealers at prices less a concession. Underwriters may allow, and the dealers may reallow, a concession to other dealers. Underwriters, dealers and agents that participate in the distribution of the storm recovery bonds may be deemed to be underwriters and any discounts or commissions received by them from the issuing entity and any profit on the resale of the storm recovery bonds by them may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any of these underwriters or agents, and describe any compensation we give them, in the prospectus supplement.

RATINGS FOR THE STORM RECOVERY BONDS

We expect that the storm recovery bonds will receive credit ratings from two NRSROs. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning NRSRO. Each rating should be evaluated independently of any other rating. No person is obligated to maintain the rating on any storm recovery bonds and, accordingly, we can give no assurance that the ratings assigned to any tranche of the storm recovery bonds upon initial issuance will not be lowered or withdrawn by a NRSRO at any time thereafter. If a rating of any tranche of storm recovery bonds is revised or withdrawn, the liquidity of this tranche of the storm recovery bonds may be adversely affected. In general, ratings address credit risk and do not represent any assessment of any particular rate of principal payments on the storm recovery bonds other than the payment in full of each tranche of the storm recovery bonds by the final maturity date or tranche final maturity date, as well as the timely payment of interest.

Under Rule 17g-5 of the Exchange Act, NRSROs providing the sponsor with the requisite certification will have access to all information posted on a website by the sponsor for the purpose of determining the initial rating and monitoring the rating after the closing date in respect of the storm recovery bonds. As a result, an NRSRO other than the NRSRO hired by the sponsor (hired NRSRO) may issue ratings on the storm recovery bonds (or Unsolicited Ratings), which may be lower, and could be significantly lower, than the ratings assigned by the hired NRSROs. The Unsolicited Ratings may be issued prior to, or after, the closing date in respect of the storm recovery bonds. Issuance of any Unsolicited Rating will not affect the issuance of the storm recovery bonds. Issuance of an Unsolicited Rating lower than the ratings assigned by the hired NRSRO on the storm recovery bonds might adversely affect the value of the storm recovery bonds and, for regulated entities, could affect the status of the storm recovery bonds as a legal investment or the capital treatment of the storm recovery bonds. Investors in the storm recovery bonds should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the rating of a hired NRSRO.

A portion of the fees paid by ENO to a hired NRSRO is contingent upon the issuance of the storm recovery bonds. In addition to the fees paid by ENO to a NRSRO at closing, ENO will pay a fee to the NRSRO for ongoing surveillance for so long as the storm recovery bonds are outstanding. However, no NRSRO is under any obligation to continue to monitor or provide a rating on the storm recovery bonds.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement we and ENO have filed with the SEC relating to the storm recovery bonds. This prospectus and each prospectus supplement describe the material terms of some of the documents we have filed as exhibits to the registration statement. However, this prospectus and each prospectus supplement do not contain all of the information contained in the registration statement and the exhibits. Information filed with the SEC can be inspected at the SEC’s Internet site located at http://www.sec.gov. You may also read and copy the registration statement, the exhibits and any other documents we file with the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain further information regarding the operation of the SEC’s Public Reference Room by calling the SEC at 1‑800‑SEC-0330. You may also obtain a copy of our filings with the SEC at no cost, by writing to or telephoning us at the following address:

Entergy New Orleans Storm Recovery Funding I, L.L.C.

1600 Perdido Street

L-MAG-505A

New Orleans, Louisiana 70112

(504) 670-3700

Our SEC Securities Act file number is 333-203320 and 333-203320-01.

We or ENO as sponsor will also file with the SEC all of the periodic reports we or the sponsor are required to file under the Exchange Act and the rules, regulations or orders of the SEC thereunder.

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The SEC allows us to “incorporate by reference” into this prospectus information we or the sponsor file with the SEC. This means we can disclose important information to you by referring you to the documents containing the information. The information we incorporate by reference is considered to be part of this prospectus, unless we update or supersede that information by the information contained in a prospectus supplement or information that we or the sponsor file subsequently that is incorporated by reference into this prospectus. We are incorporating by reference any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering, excluding any information that is furnished to and not filed with the SEC. These reports will be filed under our own name as issuing entity. Any statement contained in this prospectus, in any prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus or any prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus and any prospectus supplement to the extent that a statement contained in this prospectus, any prospectus supplement or in any separately filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this prospectus or the prospectus supplement.

Under the Indenture, we may voluntarily suspend or terminate our filing obligations as issuing entity with the SEC, to the extent permitted by applicable law.

LEGAL MATTERS

Certain legal matters relating to the storm recovery bonds, including certain federal income tax matters, will be passed on by Sidley Austin LLP, counsel to ENO and the issuing entity. Certain other legal matters relating to the storm recovery bonds will be passed on by Phelps Dunbar, L.L.P., Louisiana counsel to ENO and the issuing entity. Certain legal matters relating to the storm recovery bonds will be passed on for the underwriter by Pillsbury Winthrop Shaw Pittman LLP, counsel to the underwriter. Pillsbury Winthrop Shaw Pittman LLP has from time to time performed services for affiliates of ENO.

GLOSSARY OF DEFINED TERMS

Set forth below is a list of some of the defined terms used in this prospectus which, except as otherwise noted in a prospectus supplement, are also used in the prospectus supplement:

Alternative electricity suppliers or AES means entities that provide electric service to customers using the distribution facilities of ENO or its successors following a fundamental change in the manner of regulation of public utilities in Louisiana.

Bankruptcy Code means Title 11 of the United States Code, as amended.

Basic documents means, with respect to the storm recovery bonds, our LLC operating agreement, the administration agreement, sale agreement, servicing agreement, indenture and any supplements thereto, bills of sale or letters of representation given by the seller and the storm recovery bonds.

Business day means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New Orleans, Louisiana, or the City of New York, New York are, or DTC is, authorized or obligated by law, regulation or executive order to remain closed.

Capital subaccount means that subaccount of the collection account into which the seller will contribute capital in an amount equal to the required capital level.

Clearstream means Clearstream Banking, Luxembourg, S.A.

Collateral means all of the assets of the issuing entity pledged to the trustee for the benefit of the holders of the storm recovery bonds, which includes the storm recovery property, all rights of the issuing entity under the sale agreement, the servicing agreement and the other documents entered into in connection with the storm recovery bonds, all rights to the collection account and the subaccounts of the collection account, and all other property of the issuing entity relating to the storm recovery bonds, including all proceeds.

Collection account means the segregated trust account relating to the storm recovery bonds designated the collection account and held by the trustee under the indenture.

Council means the Council of the City of New Orleans.

Council Pledge means the Council’s pledge in the financing order that the financing order is irrevocable until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. Except in connection with a refinancing or a refunding, or to implement any true-up mechanism authorized by the Securitization Law and adopted by the Council, the Council has pledged that it will not amend, modify, or terminate the financing order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges or in any way reduce or impair the value of the storm recovery property until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. However, nothing will preclude limitation or alteration of the financing order if and when full compensation is

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made for the full protection of the storm recovery charges approved pursuant to the financing order and the full protection of the storm recovery bondholders and any assignee or financing party.

Customer means all existing or future customer receiving transmission or distribution retail electric service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council. Certain self-generation is excluded from the calculation of the storm recovery charges, as described under “Nonbypassable” below.

DTC means The Depository Trust Company, New York, New York, and its nominee holder, Cede & Co.

Eligible institution means (1) the corporate trust department of the trustee or a subsidiary thereof, so long as the trustee or a subsidiary thereof have a credit rating from each rating agency in one of its generic rating categories which signifies investment grade or (2) a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), which (i) has either (A) a short-term issuer rating of “AAA” by S&P and “A2” by Moody’s or (B) a long-term issuer rating of “A 1 +” by S&P and “P 1” by Moody’s or any other long-term or short-term rating acceptable to the rating agencies and (ii) whose deposits are insured by the Federal Deposit Insurance Corporation.

ENO means Entergy New Orleans, Inc.

Entergy means Entergy Corporation.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

Euroclear means the Euroclear System.

Excess funds subaccount means that subaccount of the collection account into which funds collected by the servicer in excess of amounts necessary to make the payments specified on a given payment date are allocated.

Exchange Act means the Securities Exchange Act of 1934, as amended.

FERC means the Federal Energy Regulatory Commission.

Financing order, as used in this prospectus, means an irrevocable order issued by the Council to ENO which, among other things, governs the amount of storm recovery bonds that may be issued and terms for collections of related storm recovery charges, and if the context so requires, the financing order relating to the storm recovery bonds issued on May 14, 2015.

General subaccount means that subaccount of the collection account that will hold funds held in the collection account that are not held in the other subaccounts of the collection account.

Indenture means the indenture to be entered into between the issuing entity and the trustee, providing for the issuance of storm recovery bonds, as the same may be amended and supplemented from time to time.

Internal Revenue Code means the Internal Revenue Code of 1986, as amended.

IRS means the Internal Revenue Service of the United States.

Issuing entity means Entergy New Orleans Storm Recovery Funding I, L.L.C.

kWh means kilowatt-hour.

Moody’s means Moody’s Investors Service, Inc. or any successor in interest.

MWh means megawatt-hour.

No material adverse tax change opinion means, with respect to any action, an opinion of independent tax counsel that, as a result of such action (i) we will not be subject to United States federal income tax as an entity separate from our sole owner and that the storm recovery bonds will be treated as debt of our sole owner for United States federal tax purposes, and (ii) for United States federal income tax purposes, the issuance of the storm recovery bonds will not result in gross income to the seller.

Nonbypassable means that ENO collects the storm recovery charges from its customers receiving transmission or distribution retail electric service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council. The financing order exempts certain self-generation from the calculation of the storm recovery charge (which is imposed as a percentage of a retail electric customer’s base rate revenues).

Non-U.S. Holder means a beneficial owner of a storm recovery bond that is not a U.S. Holder but does not include (i) an entity or arrangement treated as a partnership for U.S. federal income tax purposes, (ii) a former citizen of the United States or (iii) a former resident of the United States.

NRSRO means a nationally recognized statistical rating organization.

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Ongoing financing costs means those costs that will be incurred annually to support and service the storm recovery bonds after issuance, and will be recovered or paid from storm recovery charges. Ongoing financing costs include, among other costs, servicing fees, administrative fees, fees and expenses of the trustee and its counsel (if any), external accounting and legal services costs, ongoing costs of additional credit enhancement (if any) and of swaps and hedges (if any), independent manager’s fees, rating agency fees, and printing and filing costs.

Payment date means the date or dates on which interest and principal are to be payable on the storm recovery bonds.

PTCE means a prohibited transaction class exemption of the United States Department of Labor.

Rating agencies means Moody’s and S&P.

Rating agency condition means, with respect to any action, the notification in writing to each rating agency of such action and the written confirmation by S&P to the servicer, the trustee and the issuing entity that such action will not result in a suspension, reduction or withdrawal of the then current rating by such rating agency of any outstanding storm recovery bonds and that prior to the taking of the proposed action no other rating agency shall provide written notice that such action would result in the suspension, reduction or withdrawal of the then-current rating of the outstanding storm recovery bonds.

Record date means the date or dates with respect to each payment date on which it is determined the person in whose name each storm recovery bond is registered will be paid on the respective payment date.

Required capital level means the amount required to be funded in the capital subaccount for the storm recovery bonds, which will equal 0.50% of the principal amount of storm recovery bonds issued by us.

Sale agreement means the sale agreement to be entered into between the issuing entity and ENO, pursuant to which ENO sells and the issuing entity buys the storm recovery property.

SEC means the U.S. Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Securitization Law means The Louisiana Electric Utility Storm Recovery Securitization Act, codified at Louisiana Revised Statutes 45:1226-1236.

Series supplement means the supplement to the indenture which establishes the terms of the storm recovery bonds.

Servicer means ENO, acting as the servicer, and any successor or assignee servicer, which will service the storm recovery property under a servicing agreement with the issuing entity.

Servicing agreement means the servicing agreement to be entered into between the issuing entity and ENO, as the same may be amended and supplemented from time to time, pursuant to which ENO undertakes to service storm recovery property.

S&P means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business or any successor in interest.

State Pledge means the State of Louisiana has pledged in the Securitization Law that it will not (i) alter the provisions of the Securitization Law which authorize the Council to create a contract right by the issuance of the financing order, to create storm recovery property and to make the storm recovery charges imposed by the financing order irrevocable, binding and nonbypassable charges, (ii) take or permit any action that impairs or would impair the value of the storm recovery property, or (iii) except as permitted in connection with a true-up adjustment authorized by the Securitization Law, reduce, alter or impair the storm recovery charges until any and all principal, interest and premium, financing costs and other fees, expenses or charges incurred and any contracts to be performed in connection with the storm recovery bonds have been paid and performed in full. However, nothing will preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges collected pursuant to the financing order and the full protection of the bondholders and any assignee or financing party.

Storm recovery charges means statutorily-created, nonbypassable charges that are charged as a percentage of billed base rate revenues. Storm recovery charges are irrevocable and payable by retail electric customers who consume electricity that is delivered through ENO’s transmission or distribution system, or both, or is produced in certain new on-site generation. There is no “cap” on the level of storm recovery charges that may be imposed on future customers as a result of the true-up mechanism. Through the true-up mechanism, all customers will cross share in the liabilities of all other customers for the payment of storm recovery charges.

Storm recovery costs means costs approved by theCouncil of activities relating to the restoration of service following hurricanes or other natural disasters, including the funding of storm reserves.

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Storm recovery property means all of ENO’s right and interest under the financing order, which is then transferred to the issuing entity, including the right to impose, bill, charge, collect and receive storm recovery charges payable by ENO’s retail electric customers in an amount sufficient to pay debt service on storm recovery bonds and related costs approved for recovery in a financing order. Storm recovery property does not include the right of ENO to recover certain costs of issuance from charges which are not storm recovery property, and, subject in all respects to the term of the indenture, ENO’s right to receive a servicing fee or administrative fee and a return on capital on amounts in the capital subaccount.

Treasury Regulations means proposed or issued regulations promulgated from time to time under the Internal Revenue Code.

True-upmechanism or true-up adjustment means the Council-approved mechanism required by the financing order whereby the servicer will apply to the Council for adjustments to the storm recovery charges based on the difference between the previous period’s actual storm recovery charge collections and the previous period’s expected storm recovery charge collections, any updated assumptions by the servicer as to future collections of storm recovery charges and the debt service and related financing costs payable in any future period. The Council must approve properly filed adjustments. Adjustments will immediately be reflected in the customers’ next billing cycle. Any corrections for mathematical errors will be reflected in the next true-up.

Trust Indenture Act means the Trust Indenture Act of 1939, as amended, or any similar successor statute.

UCC means, unless the context otherwise requires, the UCC, as in effect in the relevant jurisdiction, as amended from time to time.

Upfront financing costs means those costs that will be incurred in advance of, or in connection with, the issuance of the storm recovery bonds, and will be recovered or reimbursed from storm recovery bond proceeds. Such costs include, among other costs, underwriting costs (fees and expenses), rating agency fees, costs of obtaining additional credit enhancements (if any), fees and expenses of ENO’s legal advisors, fees and expenses of the financial advisor to ENO, SEC registration fees, original issue discount, external servicing costs, fees and expenses of the trustee and its counsel (if any), servicer set-up costs, printing and filing costs, our set-up costs, non-legal securitization proceeding costs and expenses of ENO and miscellaneous administrative costs.

U.S. Holder means a holder of a storm recovery bond that is (i) a citizen or resident of the United States. (ii) a partnership or corporation (or other entity treated like a corporation for federal income tax purposes) organized in or under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, (iv) a trust with respect to which both (A) a court in the United States is able to exercise primary authority over its administration and (B) one or more United States persons have the authority to control all of its substantial decisions or (v) a trust that has elected to be treated as a United States person under applicable Treasury Regulations.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

The following is an itemized list of the estimated expenses to be incurred in connection with the issuance and distribution of the securities being registered hereunder other than underwriting discounts and commissions.

Registration Fee	$ 116.20
Printing Expenses	*
Trustee Fees and Expenses	*
Legal Fees and Expenses	*
Accountants’ Fees and Expenses	*
Rating Agencies’ Fees	*
Miscellaneous	*
Total	$116.20

* To be filed by Amendment.

ITEM 15. INDEMNIFICATION OF CONTROLLING PERSONS, DIRECTORS AND OFFICERS

Entergy New Orleans, Inc.

Entergy New Orleans, Inc. (“ENO”) has insurance covering expenditures that might arise in connection with its lawful indemnification of its directors and officers for certain of their liabilities and expenses. ENO’s directors and officers also have insurance that insures them against certain other liabilities and expenses. The laws of incorporation of Louisiana permit indemnification of directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, and under ENO’s certificate of incorporation and bylaws, ENO’s officers and directors may generally be indemnified to the full extent of such laws.

Entergy New Orleans Storm Recovery Funding I, L.L.C.

Article V of the issuing entity’s Articles of Organization and Article VII of its Operating Agreement provide that the management of the issuing entity is vested in its managers.

Article VI of the issuing entity’s Articles of Organization provides that except as otherwise provided by the Louisiana Limited Liability Company Law (“LLLCL”) and except as otherwise characterized for tax and financing reporting purposes, the debts, obligations and liabilities of the issuing entity, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the issuing entity, and no member or manager shall be obligated personally for any such debt, obligation or liability of the issuing entity solely by reason of being a member or a manager. Under Section 1315B of the LLLCL, no provision of an LLC’s articles of organization or operating agreement limiting or

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eliminating liability may limit or eliminate the liability of a member or manager for the amount of a financial benefit received by a member or manager to which he is not entitled or for an intentional violation of criminal law. Article VI of the issuing entity’s Articles of Organization also provides that if the LLLCL is amended to authorize any further elimination or limitation of the personal liability of its member or any manager, the liability of such member or managers will be eliminated or limited to the fullest extent provided by the LLLCL, as amended. Article VI further provides that any repeal or modification of Article VI will not adversely affect any right or protection of any member or any manager with respect to any events occurring prior to the time of the repeal or modification.

Article X of the issuing entity’s operating agreement further provides that, subject to the determination described below, to the fullest extent permitted by law, the issuing entity shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the issuing entity, by reason of the fact that such person is or was a manager, member, officer, controlling person, employee, legal representative or agent of the issuing entity, or is or was serving at the request of the issuing entity as a member, manager, director, officer, partner, shareholder, controlling person, employee, legal representative or agent of another limited liability company, partnership, corporation, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the issuing entity, and, with respect to a criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful; but such person shall not be entitled to indemnification if such judgment, penalty, fine or other expense was directly caused by such person’s fraud, gross negligence or willful misconduct.

Article X of the issuing entity’s operating agreement further provides that, subject to the determination described below, to the fullest extent permitted by law, the issuing entity shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the issuing entity to procure a judgment in its favor by reason of the fact that such person is or was a member, manager, officer, controlling person, employee, legal representative or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such person in connection with the defense or settlement of the actions or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the issuing entity; but such person shall not be entitled to indemnification if such judgment, penalty, fine or other expense was directly caused by such person’s fraud, gross negligence or willful misconduct. Indemnification may not be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the issuing entity or for amounts paid in settlement to the issuing entity, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Article X of the issuing entity’s operating agreement further provides that the issuing entity shall indemnify any person who is or was a manager, member, officer, controlling person, employee, legal representative or agent of the issuing entity, or is or was serving at the request of the issuing entity as a member, manager, director, officer, partner, shareholder, controlling person, employee, legal representative or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, actually and reasonably incurred by him or

her in connection with the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, to the extent that such person has been successful on the merits.

Article X of the issuing entity’s operating agreement further provides that any indemnification, as well as the advance payment of expenses described below, unless ordered by a court or advanced, must be made by the issuing entity only as authorized in the specific case upon a determination that indemnification of the manager, member, officer, controlling person, employee, legal representative or agent is proper in the circumstances. The determination must be made:

• by the member if the member was not a party to the act, suit or proceeding; or

• if the member was a party to the act, suit or proceeding, then by independent legal counsel in a written opinion.

Article X of the issuing entity’s operating agreement provides that the expenses of each person who is or was a manager, member, officer, controlling person, employee, legal representative or agent, or is or was serving at the request of the issuing entity as a member, manager, director, officer, partner, shareholder, controlling person, employee, legal representative or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, incurred in defending a civil or criminal action, suit or proceeding may be paid by the issuing entity as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the issuing entity. This shall not affect any rights to advancement of expenses to which personnel other than the member or the managers (other than the Independent Managers, as defined in the operating agreement) may be entitled under any contract or otherwise by law.

The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Article X of the issuing entity’s operating agreement:

• does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any agreement, decision of the member or otherwise, for either an action of any person who is or was a manager, member, officer, controlling person, employee, legal representative or agent, or is or was serving at the request of the issuing entity as a member, manager, director, officer, partner, shareholder, controlling person, employee, legal representative or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, in the official capacity of such person or an action in another capacity while holding such position, except that indemnification and advancement, unless ordered by a court pursuant to Section 10.05 of the operating agreement, may not be made to or on behalf of such person if a final adjudication established that its acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action; and

• continues for a person who has ceased to be a member, manager, officer, employee, legal representative or agent and inures to the benefit of the successors, heirs, executors and administrators of such a person.

ITEM 16. EXHIBITS

1.1	Form of Underwriting Agreement for the Storm Recovery Bonds.
3.1	Amended and Restated Articles of Incorporation of Entergy New Orleans, Inc. effective November 15, 1999 (filed as Exhibit 3(a) to the Form S-3 in 333-95599).**
3.2	By-Laws of Entergy New Orleans, Inc. effective November 30, 1999, and as presently in effect (filed as Exhibit 3(b) to the Form S-3 in 333-95599).**
3.3	Articles of Organization and Initial Report of Entergy New Orleans Storm Recovery Funding I, L.L.C.*
3.4	Limited Liability Company Operating Agreement of Entergy New Orleans Storm Recovery Funding I, L.L.C.*
4.1	Form of Indenture between the Issuing Entity and the Indenture Trustee (including forms of the Storm Recovery Bonds).
5.1	Opinion of Phelps Dunbar L.L.P. with respect to legality.***
8.1	Opinion of Sidley Austin llp with respect to federal tax matters.
8.2	Opinion of Phelps Dunbar L.L.P. with respect to Louisiana tax matters.
23.1	Consent of Sidley Austin llp (included in its opinion filed as Exhibit 8.1).
23.2	Consent of Phelps Dunbar l.l.p. (included in its opinions filed as Exhibits 5.1, 8.2 and 99.6).***
24.1	Power of Attorney (Entergy New Orleans, Inc.).*
24.2	Power of Attorney (Entergy New Orleans Storm Recovery Funding I, L.L.C.).*
25.1	Form T‑1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon.
99.1	Form of Storm Recovery Property Servicing Agreement between the Issuing Entity and the Servicer.
99.2	Form of Storm Recovery Purchase and Sale Agreement between Entergy New Orleans, Inc. and the Issuing Entity.
99.3	Form of Administration Agreement between the Issuing Entity and Entergy New Orleans, Inc.
99.4	Financing Order.
99.5	Form of Opinion of Phelps Dunbar l.l.p. with respect to federal and Louisiana constitutional matters.

* Filed on April 10, 2015

** Incorporated by reference herein as indicated.

*** To be filed by Amendment.

ITEM 17. UNDERTAKINGS

(a) As to Rule 415:

Each undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement:

(i)to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) of the Securities Act that is part of this Registration Statement; and provided further, however, that the undertakings set forth in clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is provided pursuant to Item 1100(c) of Regulation AB.

(2)That, for the purpose of determining any liability under the Securities Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)That, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrants are relying on Rule 430B:

(i)each prospectus filed by the Registrants pursuant to Rule 424(b)(3), shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and

(ii)each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)That for purposes of determining liability of the Registrants under the Securities Act to any purchaser in the initial distribution of the securities, each Registrant undertakes that in a primary offering of securities of such Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)any preliminary prospectus or prospectus of the undersigned Registrants relating to the offering required to be filed pursuant to Rule 424;

(ii)any free writing prospectus relating to the offering prepared by or on behalf of the Registrants or used or referred to by the Registrants;

(iii)the portion of any other free writing prospectus relating to the offering containing material information about the Registrants or the securities provided by or on behalf of the Registrants; and

(iv)any other communication that is an offer in the offering made by the Registrants to the purchaser.

(b) As to qualification of trust indentures:

The Registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

(c) As to documents subsequently filed that are incorporated by reference:

The Registrants hereby undertake that, for purposes of determining any liability under the Securities Act each filing of the Registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(d) As to indemnification:

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of each Registrant pursuant to the provisions described under Item 15 above, or otherwise, each Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each Registrant will, unless in the opinion of its respective counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Securities Act and will be governed by the final adjudication of such issue.

(e) As to incorporating by reference subsequent Exchange Act documents by third parties:

The Registrants hereby undertake that, for purposes of determining any liability under the Securities Act each filing of an annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of a third party that is incorporated by reference in this Registration Statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans and State of Louisiana, on the 29th day of May, 2015.

ENTERGY NEW ORLEANS, INC.

By /s/ Steven C. McNeal

Name: Steven C. McNeal

Title: Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Charles L. Rice, Jr.	Chairman of the Board, Director, and President and Chief Executive Officer (Principal Executive Officer)	________, 2015
* Alyson M. Mount	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer and acting Principal Financial Officer)	________, 2015
* Theodore H. Bunting, Jr.	Director	________, 2015
* Andrew S. Marsh	Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer)	________, 2015
* Mark T. Savoff	Director	________, 2015
*By: /s/ Steven C. McNeal Steven C. McNeal Attorney-in-fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Orleans and State of Louisiana, on the 29th day of May, 2015.

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C.

By /s/ Steven C. McNeal

Name: Steven C. McNeal

Title: Vice President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Charles L. Rice, Jr.	Manager and President (Principal Executive Officer)	________, 2015
/s/ Steven C. McNeal Steven C. McNeal	Manager and Vice President and Treasurer (Principal Financial Officer)	May 29, 2015
* Alyson M. Mount	Manager and Chief Accounting Officer (Principal Accounting Officer)	________, 2015
* Andrew S. Marsh	Manager	________, 2015
*By: /s/ Steven C. McNeal Steven C. McNeal Attorney-in-fact

EXHIBIT INDEX

Exhibit No.	DESCRIPTION OF EXHIBIT
1.1	Form of Underwriting Agreement for the Storm Recovery Bonds.
3.1	Amended and Restated Articles of Incorporation of Entergy New Orleans, Inc. effective November 15, 1999 (filed as Exhibit 3(a) to the Form S-3 in 333-95599).**
3.2	By-Laws of Entergy New Orleans, Inc. effective November 30, 1999, and as presently in effect (filed as Exhibit 3(b) to the Form S-3 in 333-95599).**
3.3	Articles of Organization and Initial Report of Entergy New Orleans Storm Recovery Funding I, L.L.C.*
3.4	Limited Liability Company Operating Agreement of Entergy New Orleans Storm Recovery Funding I, L.L.C.*
4.1	Form of Indenture between the Issuing Entity and the Indenture Trustee (including forms of the Storm Recovery Bonds).
5.1	Opinion of Phelps Dunbar L.L.P. with respect to legality.***
8.1	Opinion of Sidley Austin llp with respect to federal tax matters.
8.2	Opinion of Phelps Dunbar L.L.P. with respect to Louisiana tax matters.
23.1	Consent of Sidley Austin llp (included in its opinion filed as Exhibit 8.1).
23.2	Consent of Phelps Dunbar l.l.p. (included in its opinions filed as Exhibits 5.1, 8.2 and 99.5).***
24.1	Power of Attorney (Entergy New Orleans, Inc.).*
24.2	Power of Attorney (Entergy New Orleans Storm Recovery Funding I, L.L.C.).*
25.1	Form T‑1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon.
99.1	Form of Storm Recovery Property Servicing Agreement between the Issuing Entity and the Servicer.
99.2	Form of Storm Recovery Purchase and Sale Agreement between Entergy New Orleans, Inc. and the Issuing Entity.
99.3	Form of Administration Agreement between the Issuing Entity and Entergy New Orleans, Inc.
99.4	Financing Order.
99.5	Form of Opinion of Phelps Dunbar l.l.p. with respect to federal and Louisiana constitutional matters.

* Filed on April 10, 2015

** Incorporated by reference herein as indicated.

*** To be filed by Amendment.

EX-1.1

Exhibit 1.1

Entergy New Orleans Storm Recovery Funding I, L.L.C.

Entergy New Orleans, Inc.

$[__________]

Senior Secured Storm Recovery Bonds

UNDERWRITING AGREEMENT

June [__], 2015

To the Representatives named in Schedule I hereto

of the Underwriters named in Schedule II hereto

Ladies and Gentlemen:

1. Introduction.

Entergy New Orleans Storm Recovery Funding I, L.L.C., a Louisiana limited liability company (the “Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell $[_________] aggregate principal amount of its Senior Secured Storm Recovery Bonds (the “Bonds”), identified in Schedule I hereto, to the Underwriters named in Schedule II hereto. The Issuer and Entergy New Orleans, Inc., a Louisiana corporation and the Issuer’s direct parent (“ENO”), hereby confirm their agreement with the Underwriters (as defined below) as set forth herein.

The term “Underwriters” as used herein shall be deemed to mean the entity or several entities named in Schedule II hereto, and the term “Underwriter” shall be deemed to mean any one of such Underwriters. If the entity or entities listed in Schedule I hereto (the “Representatives”) are the same as the entity or entities listed in Schedule II hereto, then the terms “Underwriters” and “Representatives”, as used herein, shall each be deemed to refer to such entity or entities. All obligations of the Underwriters hereunder are several and not joint. If more than one entity is named in Schedule I hereto as a Representative, any action under or in respect of this underwriting agreement (this “Underwriting Agreement”) may be taken by such entities jointly as the Representatives or by one of the entities acting on behalf of the Representatives and such action will be binding upon all the Underwriters.

2. Description of the Bonds.

The issuance of the Bonds is authorized by the Financing Order, Docket No. UD-14-01 (the “Financing Order”), issued by the Council of the City of New Orleans (the “Council”) on May 14, 2015 in accordance with the Louisiana Electric Utility Storm Recovery Securitization Act, codified at Louisiana Revised Statutes 45:1226-1240 (the “Financing Act”). The Bonds will be issued pursuant to an indenture to be dated as of [___] [__], 2015, as supplemented by a series supplement thereto relating to the Bonds (as so supplemented, the “Indenture”), between the Issuer and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) and securities intermediary. The Bonds will be senior secured obligations of the Issuer and will be secured by storm recovery property (as more fully described in the Financing Order and as defined in the Sale Agreement (as defined below), the “Storm Recovery Property”) to be sold to the Issuer by ENO pursuant to the Storm Recovery Property Purchase and Sale Agreement, to be dated on or about [___] [__], 2015, between ENO and the Issuer (the “Sale Agreement”). The Storm Recovery Property securing the Bonds will be serviced pursuant to the Storm Recovery Property Servicing Agreement, to be dated on or about [___] [__], 2015 (the “Servicing

Agreement”), between ENO, as servicer, and the Issuer, as owner of the Storm Recovery Property sold to it pursuant to the Sale Agreement.

3. Representations and Warranties of the Issuer.

The Issuer represents and warrants to the Underwriters that:

(a)The Issuer and the Bonds meet the requirements for the use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and each of the Issuer and ENO, in its capacity as sponsor for the Issuer, has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on such form on April 10, 2015 (Registration Nos. 333-203320 and 333-203320-01), as amended by Amendment No. 1 thereto filed on May [__], 2015, and Amendment No. 2 thereto filed on June [__], 2015, including a prospectus and a form of prospectus supplement, for the registration under the Securities Act of up to $[_________] aggregate principal amount of the Bonds. Such registration statement, as amended (“Registration Statement No. 333-203320”), has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Issuer, threatened by the Commission. No storm recovery bonds registered with the Commission under the Securities Act pursuant to Registration Statement No. 333-203320 have been previously issued. References herein to the term “Registration Statement” shall be deemed to refer to Registration Statement No. 333-203320, including any amendment thereto, all documents incorporated by reference therein pursuant to Item 12 of Form S‑3 (“Incorporated Documents”), if any, and any information in a prospectus or a prospectus supplement deemed or retroactively deemed to be a part thereof pursuant to Rule 430B (“Rule 430B”) or 430C (“Rule 430C”) under the Securities Act that has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Applicable Time (as defined below), which the parties agree is the time of the first “contract of sale” (as used in Rule 159 under the Securities Act) for the Bonds, and shall be considered the “Effective Date” of the Registration Statement relating to the Bonds. For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B or Rule 430C shall be considered to be included in the Registration Statement as of the time specified in Rule 430B or Rule 430C as appropriate. The final prospectus and the final prospectus supplement relating to the Bonds, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, are referred to herein as the “Final Prospectus,” and the most recent preliminary prospectus and prospectus supplement that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and that was used after the initial effectiveness of the Registration Statement and prior to the Applicable Time (as defined below) is referred to herein as the “Pricing Prospectus.”

(b)(i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Bonds and (ii) at the date hereof, the Issuer was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

(c)At the time the Registration Statement initially became effective, at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post‑effective amendment, incorporated report or form of prospectus) and on the Effective Date, the Registration Statement, and the Indenture, at the Closing Date (as defined below), fully complied and will fully comply in all material respects with the applicable requirements of the Securities Act, the Trust Indenture Act of 1939 (the “Trust Indenture Act”) and, in each case, the applicable instructions, rules and regulations of the Commission thereunder; and the Registration Statement, at each of the aforementioned

dates, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and as of the Closing Date, the Registration Statement and the Final Prospectus fully complied and will fully comply in all material respects with the applicable requirements of the Securities Act, the Trust Indenture Act and the applicable instructions, rules and regulations of the Commission thereunder, and none of such documents include or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on said dates the Incorporated Documents, taken together as a whole, fully complied or will fully comply in all material respects with the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the applicable instructions, rules and regulations of the Commission thereunder; provided that the foregoing representations and warranties in this paragraph (c) shall not apply to statements or omissions made in reliance upon information furnished in writing to the Issuer or ENO by, or on behalf of, any Underwriter through the Representatives specifically for use in the Registration Statement or the Final Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information set forth in Schedule IV hereto, or to any statements in or omissions from any Statements of Eligibility on Form T‑1 (or amendments thereto) of the Indenture Trustee under the Indenture filed as exhibits to the Registration Statement or the Incorporated Documents, or to any statements or omissions made in the Registration Statement or the Final Prospectus relating to The Depository Trust Company (“DTC”) Book‑Entry System that are based solely on information contained in published reports of DTC.

(d)As of its date, at the Applicable Time, on the date of its filing, if applicable, and on the Closing Date, the Pricing Prospectus and each Issuer Free Writing Prospectus (as defined below) (other than the Pricing Term Sheet, as defined in Section 5(b) below), considered together, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that the principal amount, the initial principal balance, the scheduled final payment date, the final maturity date, the expected average life, the expected amortization schedule, the expected sinking fund schedule, the interest rate, the price to the public and the underwriting discounts and commissions, in each case, relating to or in respect of the Bonds, was not included in the Pricing Prospectus). The Pricing Term Sheet, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Bonds, considered together with the Pricing Prospectus and each other Issuer Free Writing Prospectus, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstance under which they were made, not misleading. The two preceding sentences do not apply to statements in or omissions from the Pricing Prospectus, the Pricing Term Sheet or any other Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or ENO by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information set forth in Schedule IV hereto. “Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, relating to the Bonds, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Issuer’s records pursuant to Rule 433(g) under the Securities Act. References to the term “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405 under the Securities Act. References to the term “Applicable Time” mean [_]:[__] [_].M., New York City time ([_]:[__] [_].M., Central time), on the date hereof, except that if, subsequent to such Applicable Time, the Issuer, ENO and the Underwriters have determined that the information contained in the Pricing Prospectus or any Issuer Free Writing Prospectus issued prior to such Applicable Time included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading and have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Bonds, then “Applicable Time” will refer to the first of such times when such new purchase contracts are entered into. The Issuer represents, warrants and agrees that it has treated and agrees that it will treat each Free Writing Prospectus listed on Schedule III hereto as an Issuer Free Writing Prospectus, and that each such Free Writing Prospectus has fully complied and will fully comply with the applicable requirements of Rules 164 and 433 under the Securities Act, including timely Commission filing where required, legending and record keeping.

(e)Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the Closing Date or until any earlier date that the Issuer notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) ENO or the Issuer has promptly notified or will promptly notify the Representatives and (ii) ENO or the Issuer has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or ENO by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information set forth in Schedule IV hereto.

(f)The Issuer has been duly formed and is validly existing as a limited liability company in good standing under the Limited Liability Company Law of the State of Louisiana, as amended, with full limited liability company power and authority to execute, deliver and perform its obligations under this Underwriting Agreement, the Bonds, the Sale Agreement, the Servicing Agreement, the Indenture, the Limited Liability Company Operating Agreement of the Issuer, dated as of March 5, 2015 (the “LLC Agreement”), the Administration Agreement, to be dated on or about July [__], 2015, between ENO and the Issuer (the “Administration Agreement”), and the other agreements and instruments contemplated by the Pricing Prospectus (collectively, the “Basic Documents”) and to own its properties and conduct its business as described in the Pricing Prospectus; the Issuer has conducted and will conduct no business in the future that would be inconsistent with the description of the Issuer’s business set forth in the Pricing Prospectus; the Issuer is not a party to or bound by any agreement or instrument other than the Basic Documents and other agreements or instruments incidental to its formation; the Issuer has no material liabilities or obligations other than those arising out of the transactions contemplated by the Basic Documents and as described in the Pricing Prospectus; ENO is the beneficial owner of all of the limited liability company interests of the Issuer; and based on current law, the Issuer is not classified as an association taxable as a corporation for United States federal income tax purposes.

(g)The issuance and sale of the Bonds by the Issuer, the purchase of the Storm Recovery Property by the Issuer from ENO, the execution, delivery and compliance by the Issuer with all of the provisions of the Basic Documents to which the Issuer is a party, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under any trust agreement, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject, which conflict, breach, violation or default would be material to the issue and sale of the Bonds or would have a material adverse effect on the general affairs, management, prospects, financial position or results of operations of the Issuer (an “Issuer Material Adverse Effect”), nor will such action result in any violation of the Issuer’s

Certificate of Formation or the LLC Agreement (collectively, the “Issuer Charter Documents”) or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Issuer or any of its properties.

(h)This Underwriting Agreement has been duly authorized, executed and delivered by the Issuer, which has the necessary limited liability company power and authority to execute, deliver and perform its obligations under this Underwriting Agreement, and constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ or secured parties’ rights generally and by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law; and possible limitations on enforceability of rights to indemnification or contribution by federal or state securities laws or regulations or by public policy.

(i)The Issuer (i) is not in violation of the Issuer Charter Documents, (ii) is not in default and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject, except for any such defaults that would not, individually or in the aggregate, have an Issuer Material Adverse Effect, and (iii) is not in violation of any law, ordinance, governmental rule, regulation or court decree to which it or its property may be subject, except for any such violations that would not, individually or in the aggregate, have an Issuer Material Adverse Effect.

(j)The Indenture has been duly authorized by the Issuer, and, on the Closing Date, will have been duly executed and delivered by the Issuer and will be a valid and binding instrument, enforceable against the Issuer in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ or secured parties’ rights generally and by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law. On the Closing Date, the Indenture will (i) comply as to form with the requirements of the Trust Indenture Act and (ii) conform to the description thereof in the Pricing Prospectus and the Final Prospectus.

(k)The Bonds have been duly authorized by the Issuer for issuance and sale to the Underwriters pursuant to this Underwriting Agreement and, when executed by the Issuer and authenticated by the Indenture Trustee in accordance with the Indenture and delivered to the Underwriters against payment therefor in accordance with the terms of this Underwriting Agreement, will constitute valid and binding obligations of the Issuer entitled to the benefits of the Indenture and enforceable against the Issuer in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ or secured parties’ rights generally and by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and possible limitations on enforceability of rights to indemnification or contribution by public policy; and the Bonds conform in all material respects to the description thereof in the Pricing Prospectus and the Final Prospectus. The Issuer has all requisite limited liability company power and authority to issue, sell and deliver the Bonds in accordance with and upon the terms and conditions set forth in this Underwriting Agreement and in the Pricing Prospectus and the Final Prospectus.

(l)There is no pending or threatened suit or proceeding before any court or governmental agency, authority or body or any arbitration involving the Issuer, the Storm Recovery Property or the Bonds required to be disclosed in the Pricing Prospectus which is not adequately disclosed in the Pricing Prospectus.

(m)Other than any necessary action of the Council, any filings required under the Financing Act or the Financing Order or as otherwise set forth or contemplated in the Pricing Prospectus, no approval, authorization, consent or order of any public board or body (except such as have been already obtained and other than in connection or in compliance with the provisions of applicable blue‑sky laws or securities laws of any state, as to which the Issuer makes no representations or warranties) is legally required for the issuance and sale by the Issuer of the Bonds.

(n)Neither the Issuer nor ENO is, and, after giving effect to the sale and issuance of the Bonds, will be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). The Issuer is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(o)The Accounting Firm (as defined herein), who has performed certain agreed upon procedures with respect to certain statistical and structural information contained in the Pricing Prospectus and the Final Prospectus, is an independent public accountant as required by the Securities Act and the rules and regulations of the Commission thereunder.

(p)Each of the Sale Agreement, the Servicing Agreement, the Administration Agreement and the LLC Agreement has been duly and validly authorized by the Issuer, and when executed and delivered by the Issuer and the other parties thereto, will constitute a valid and legally binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ or secured parties’ rights generally and by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and possible limitations on enforceability of rights to indemnification or contribution by public policy.

(q)The Issuer has complied with the written representations, acknowledgements and covenants (the “17g-5 Representations”) relating to compliance with Rule 17g-5 under the Exchange Act set forth in the (i) undertaking, dated as of April 23, 2015, by the Issuer to Moody’s (as defined below), and (ii) letter, dated April 17, 2015, from the Issuer to S&P (as defined below and together with Moody’s, the “Rating Agencies”) (collectively, the “Rating Agency Letters”), other than (x) any noncompliance of the 17g-5 Representations that would not have a material adverse effect on the Bonds or (y) any noncompliance arising from the breach by an Underwriter of the representations, warranties and covenants set forth in Section 13 hereof.

4. Representations and Warranties of ENO.

ENO represents and warrants to the Underwriters that:

a.ENO, in its capacity as sponsor with respect to the Bonds, and jointly with the Issuer, has filed with the Commission Registration Statement No. 333-203320 for the registration under the Securities Act of up to $[_________] aggregate principal amount of the Issuer’s storm recovery bonds. Registration Statement No. 333-203320 has been declared effective by the Commission and no stop order suspending such effectiveness has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of ENO, threatened by the Commission.

b.(i) At the earliest time after the filing of the Registration Statement that the Issuer or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Bonds and (ii) at the date hereof, ENO was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

c.At the time the Registration Statement initially became effective, at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post‑effective amendment, incorporated report or form of prospectus) and on the Effective Date, the

Registration Statement, and the Indenture, on the Closing Date, fully complied and will fully comply in all material respects with the applicable requirements of the Securities Act, the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder; and the Registration Statement, at each of the aforementioned dates, did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and as of the Closing Date, the Registration Statement and the Final Prospectus fully complied and will fully comply in all material respects to the requirements of the Securities Act, the Trust Indenture Act and the applicable instructions, rules and regulations of the Commission thereunder, and none of such documents include or will include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and on said dates the Incorporated Documents, taken together as a whole, fully complied or will fully comply in all material respects with the applicable provisions of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder; provided, that the foregoing representations and warranties in this paragraph (c) shall not apply to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Issuer or ENO by, or on behalf of, any Underwriter through the Representatives specifically for use in the Registration Statement or the Final Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information set forth in Schedule IV hereto, or to any statements in or omissions from any Statement of Eligibility on Form T‑1, or amendments thereto, of the Indenture Trustee under the Indenture filed as exhibits to the Registration Statement or the Incorporated Documents, or to any statements or omissions made in the Registration Statement or Final Prospectus relating to the DTC Book‑Entry‑Only System that are based solely on information contained in published reports of DTC.

d.As of its date, at the Applicable Time, on the date of its filing, if applicable, and on the Closing Date, the Pricing Prospectus and each Issuer Free Writing Prospectus (other than the Pricing Term Sheet), considered together, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that the principal amount, the initial principal balance, the scheduled final payment date, the final maturity date, the expected average life, the expected amortization schedule, the expected sinking fund schedule, the interest rate, the price to the public and the underwriting discounts and commissions, in each case, relating to or in respect of the Bonds, was not included in the Pricing Prospectus). The Pricing Term Sheet, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Bonds, considered together with the Pricing Prospectus and each other Issuer Free Writing Prospectus, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The two preceding sentences do not apply to statements in or omissions from the Pricing Prospectus, the Pricing Term Sheet or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or ENO by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information set forth in Schedule IV hereto. ENO represents, warrants and agrees that it has treated and agrees that it will treat each Free Writing Prospectus listed on Schedule III hereto as an Issuer Free Writing Prospectus, and that each such Issuer Free Writing Prospectus has fully complied and will fully comply with the applicable requirements of Rules 164 and 433 under the Securities Act, including timely Commission filing where required, legending and record keeping

e.Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Bonds or until any earlier date that the Issuer or ENO notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained

in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) ENO or the Issuer has promptly notified or will promptly notify the Representatives and (ii) ENO or the Issuer has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Issuer or ENO by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information set forth in Schedule IV hereto.

f.ENO has been duly formed and is validly existing as a corporation in good standing under the laws of the State of Louisiana, has the corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as set forth in or contemplated by the Pricing Prospectus, is qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a material adverse effect on the business, property or financial condition of ENO and its subsidiaries considered as a whole (an “ENO Material Adverse Effect”), and has all requisite power and authority to sell the Storm Recovery Property as described in the Pricing Prospectus and to otherwise perform its obligations under any Basic Document to which it is a party. ENO is the beneficial owner of all of the limited liability company interests of the Issuer.

g.ENO has no significant subsidiaries within the meaning of Rule 1‑02(w) of Regulation S‑X.

h.The transfer by ENO of all of its rights and interests under the Financing Order relating to the Bonds to the Issuer, the execution, delivery and compliance by ENO with all of the provisions of the Basic Documents to which ENO is a party, and the consummation by the Issuer and ENO of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any trust agreement, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which ENO is a party or by which ENO is bound or to which any of the property or assets of ENO is subject, which conflict, breach, violation or default would be material to the issue and sale of the Bonds.

i.This Underwriting Agreement has been duly authorized, executed and delivered by ENO, which has the necessary corporate power and authority to execute, deliver and perform its obligations under this Underwriting Agreement, and constitutes a valid and binding obligation of ENO, enforceable against ENO in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ or secured parties’ rights generally and by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and possible limitations on enforceability of rights to indemnification or contribution by federal or state securities laws or regulations or by public policy.

j.ENO (i) is not in violation of its Amended and Restated Articles of Incorporation or Amended By-Laws, (ii) is not in default and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties is subject which would be material to the issue and sale of the Bonds, or (iii) is not in violation of any law, ordinance, governmental rule,

regulation or court decree to which it or its property may be subject which would be material to the issue and sale of the Bonds.

k.There is no pending or threatened suit or proceeding before any court or governmental agency, authority or body or any arbitration involving ENO, the Storm Recovery Property or the Bonds required to be disclosed in the Pricing Prospectus which is not adequately disclosed in the Pricing Prospectus.

l.Other than any necessary action of the Council, any filings required under the Financing Act or the Financing Order or as otherwise set forth or contemplated in the Pricing Prospectus, no approval, authorization, consent or order of any public board or body (except such as have been already obtained and other than in connection or in compliance with the provisions of applicable blue‑sky laws or securities laws of any state, as to which ENO makes no representations or warranties) is legally required for the issuance and sale by the Issuer of the Bonds.

m.Neither ENO nor the Issuer is, and after giving effect to the sale and issuance of the Bonds, neither ENO nor the Issuer will be, an “investment company” within the meaning of the 1940 Act. The Issuer is being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

n.Each of the Sale Agreement, the Servicing Agreement and the Administration Agreement has been duly and validly authorized by ENO, and when executed and delivered by ENO and the other parties thereto will constitute a valid and legally binding obligation of ENO, enforceable against ENO in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ or secured parties’ rights generally and by general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law, and possible limitations on enforceability of rights to indemnification or contribution by public policy.

o.There are no Louisiana transfer taxes related to the transfer of the Storm Recovery Property or the issuance and sale of the Bonds to the Underwriters pursuant to this Underwriting Agreement required to be paid at or prior to the Closing Date by ENO or the Issuer.

p.The Accounting Firm is an independent public accountant with respect to ENO as required by the Securities Act and the rules and regulations of the Commission thereunder.

q.ENO, in its capacity as sponsor with respect to the Bonds, has caused the Issuer to comply with the 17g-5 Representations, other than (x) any noncompliance of the 17g-5 Representations that would not have a material adverse effect on the Bonds or (y) any noncompliance arising from the breach by an Underwriter of the representations, warranties and covenants set forth in Section 13 hereof.

5. Investor Communications.

a.The Issuer and ENO represent and agree that, unless they obtain the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Issuer and ENO and the Representatives, it has not made and will not make any offer relating to the Bonds that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a Free Writing Prospectus, required to be filed by the Issuer or ENO, as applicable, with the Commission or retained by the Issuer or ENO, as applicable, under Rule 433 under the Securities Act; provided that the prior consent of the parties hereto shall be deemed to have been given in respect of the term sheets and each other Free Writing Prospectus identified in Schedule III hereto.

b.ENO and the Issuer (or the Representatives at the direction of the Issuer) will prepare a final pricing term sheet relating to the Bonds (the “Pricing Term Sheet”), containing only information that describes the final pricing terms of the Bonds and otherwise in a form consented to by the Representatives, and will file such final pricing term sheet within the period required by Rule 433(d)(5)(ii) under the Securities Act following the date such final terms have been established for the offering of the

Bonds. The Pricing Term Sheet is an Issuer Free Writing Prospectus for purposes of this Underwriting Agreement.

c.Each Underwriter may provide to investors one or more Free Writing Prospectuses, including the term sheets identified in Schedule III hereto, subject to the following conditions:

(i)Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, an Underwriter shall not convey or deliver any Written Communication (as defined below) to any person in connection with the initial offering of the Bonds, unless such Written Communication (A) is made in reliance on Rule 134 under the Securities Act, (B) constitutes a prospectus satisfying the requirements of Rule 430B, (C) constitutes “ABS informational and computational information” as defined in Item 1101 of Regulation AB, (D) is an Issuer Free Writing Prospectus listed on Schedule III hereto or (E) is an Underwriter Free Writing Prospectus (as defined below). “Written Communication” has the same meaning as that term is defined in Rule 405 under the Securities Act.

An “Underwriter Free Writing Prospectus” means any Free Writing Prospectus that contains only preliminary or final terms of the Bonds and is not required to be filed by ENO or the Issuer pursuant to Rule 433 under the Securities Act and that contains information substantially the same as the information contained in the Pricing Prospectus or the Pricing Term Sheet (including, without limitation, (1) the size, rating, price, CUSIPs, coupon, yield, spread, benchmark, status and/or legal maturity date of the Bonds, the weighted average life, expected first and final payment dates, trade date, settlement date, transaction parties, credit enhancement, logistical details related to the location and timing of and access to the roadshow, ERISA eligibility, legal investment status and payment window of the Bonds and (2) a column or other entry showing the status of the subscriptions for the Bonds, both for the Bonds as a whole and for each Underwriter’s retention, and/or expected pricing parameters of the Bonds).

(ii)Each Underwriter shall comply with all applicable laws and regulations in connection with the use of Free Writing Prospectuses, including the term sheets identified in Schedule III hereto, including but not limited to Rules 164 and 433 under the Securities Act.

(iii)All Free Writing Prospectuses provided to investors, whether or not filed with the Commission, shall bear a legend including substantially the following statement:

The Issuer has filed a registration statement (including a base prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Issuer has filed with the SEC for more complete information about Issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146.

The Issuer and the Representatives shall have the right to require additional specific legends or notations to appear on any Free Writing Prospectus, the right to require changes regarding the use of terminology and the right to determine the types of information appearing therein with the approval of, in the case of the Issuer, the Representatives and, in the case of the Representatives, the Issuer (which in either case shall not be unreasonably withheld).

(iv)Each Underwriter covenants with the Issuer and ENO that after the Final Prospectus is available such Underwriter shall not distribute any written information concerning

the Bonds to an investor unless such information is preceded or accompanied by the Final Prospectus or by notice to the investor that the Final Prospectus is available for free by visiting EDGAR on the Commission’s website at www.sec.gov.

(v)Each Underwriter agrees and covenants that if an Underwriter shall use an Underwriter Free Writing Prospectus, the liability arising from its use shall be the sole responsibility of the Underwriter using such Underwriter Free Writing Prospectus unless such Underwriter Free Writing Prospectus was consented to in advance by ENO; provided, however, that, for the avoidance of doubt, (A) this clause (v) shall not be interpreted as tantamount to the indemnification obligations contained in Section 11(b) hereof and (B) no Underwriter shall be responsible for any errors or omissions in an Underwriter Free Writing Prospectus to the extent that such error or omission related to or was derived from any information provided by the Issuer or ENO.

6. Purchase and Sale.

On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Issuer shall sell to each of the Underwriters, and each Underwriter shall purchase from the Issuer, at the time and place herein specified, severally and not jointly, at the purchase price set forth in Schedule I hereto, the principal amount of the Bonds set forth opposite such Underwriter’s name in Schedule II hereto. The Underwriters agree to make a public offering of the Bonds. The Issuer shall pay (in the form of a discount to the principal amount of the offered Bonds) to the Underwriters a commission equal to $[______].

7. Time and Place of Closing.

Delivery of the Bonds against payment of the aggregate purchase price therefor by wire transfer in federal funds shall be made at the place, on the date and at the time specified in Schedule I hereto, or at such other place, time and date as shall be agreed upon in writing by the Issuer and the Representatives. The hour and date of such delivery and payment are herein called the “Closing Date”. Pursuant to Rule 15c6-1(d) of the Exchange Act Regulations, the parties have agreed that the Closing Date will be not less than five business days following the date hereof. The Bonds shall be delivered to DTC or to the Indenture Trustee, as custodian for DTC, in fully registered global form registered in the name of Cede & Co., for the respective accounts specified by the Representatives not later than the close of business on the business day preceding the Closing Date or such other time as may be agreed upon by the Representatives. The Issuer agrees to make the Bonds available to the Representatives for checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify.

If the Underwriters shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that the Underwriters have agreed to purchase and pay for hereunder, then this Underwriting Agreement may be terminated by the Issuer.

Any action taken by the Issuer or ENO under this Section 7 shall not relieve the Underwriters from liability in respect of any default of the Underwriters under this Underwriting Agreement. Termination by the Issuer under this Section 7 shall be without any liability on the part of the Issuer or ENO, except as otherwise provided in Sections 8(a)(ii) and 11 hereof.

8. Covenants.

a.Covenants of the Issuer. The Issuer covenants and agrees with the Underwriters that:

(i)If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 under the Securities Act

(“Rule 424”) as in the opinion of Counsel for the Underwriters (as defined below) a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), any event relating to or affecting the Issuer, the Bonds or the Storm Recovery Property or of which the Issuer shall be advised in writing by the Representatives shall occur that in the Issuer’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Issuer will promptly notify the Representatives of such event and, at its expense, amend or supplement the Final Prospectus by either (A) preparing and furnishing to the Underwriters at the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus or (B) making an appropriate filing pursuant to Section 13 or Section 15 of the Exchange Act, which will supplement or amend the Final Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Prospectus is delivered to a purchaser (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), not misleading; provided that should such event relate solely to the activities of any of the Underwriters, then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement.

(ii)The Issuer or ENO will, except as herein provided, pay or cause to be paid, all reasonable costs and expenses of the Issuer, the Indenture Trustee and the Underwriters incident to the performance of the obligations hereunder, including, without limiting the generality of the foregoing, (A) all costs, taxes and expenses incident to the issue and delivery of the Bonds to the Underwriters; (B) all costs and expenses incident to the preparation, printing, reproduction and distribution of the Registration Statement as originally filed with the Commission and each amendment or supplement thereto, the Pricing Prospectus (including any amendments and supplements thereto), the Final Prospectus (including any amendments and supplements thereto), and any Issuer Free Writing Prospectuses; (C) all reasonable fees, disbursements and expenses of (1) the Issuer’s counsel, (2) ENO’s counsel, (3) the Indenture Trustee’s counsel, (4) Counsel for the Underwriters, (5) the Issuer’s accountants and (6) ENO’s accountants; (D) all fees charged by the Rating Agencies in connection with the rating of the Bonds; (E) all fees of DTC in connection with the book-entry registration of the Bonds; (F) all costs and expenses incurred in connection with the qualification of the Bonds for sale under the laws of such jurisdictions in the United States as the Representatives may designate, together with costs and expenses in connection with any filing with FINRA with respect to the transactions contemplated hereby (including counsel fees not to exceed $[10,000]); (G) all costs and expenses of printing and distributing all of the documents in connection with the Bonds; and (H) all Council approved fees, costs and expenses of the Council and its advisors in connection with the issuance of the Bonds.

(iii)The Issuer will cause the Pricing Prospectus and the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice. The Issuer has complied and will comply with Rule 433 under the Securities Act in connection with the offering of the Bonds.

(iv)If the sale of the Bonds provided for herein is not consummated because any condition set forth in Section 9 hereof is not satisfied, because of any termination pursuant to Section 12 hereof or because of any refusal, inability or failure on the part of ENO or the Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a

default (including under Section 7 hereof) by any of the Underwriters, ENO or the Issuer will reimburse the Underwriters upon demand for the reasonable fees and disbursements of Counsel for the Underwriters, and will reimburse the Underwriters for their reasonable out-of-pocket expenses, in an aggregate amount not exceeding $200,000, incurred by them in connection with the proposed purchase and sale of the Bonds. The Issuer shall not in any event be liable to any of the Underwriters for damages on account of loss of anticipated profits.

(v)During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Issuer will not, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset‑backed securities (other than the Bonds).

(vi)To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(aa) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Issuer prior to, on or after the Closing Date, the Issuer shall furnish such documents and take such other actions to the extent reasonably requested by any Rating Agency.

(vii)The Issuer shall, to the extent permitted by and consistent with the Issuer’s obligations under applicable law, include in the periodic and other reports to be filed with the Commission the information required by Section 3.07(g) of the Indenture with respect to the Bonds. To the extent that the Issuer’s obligations are terminated or limited by an amendment to Section 3.07(g) of the Indenture, or otherwise, such obligations shall be correspondingly terminated or limited hereunder.

(viii)The Issuer will furnish to the Representatives and Counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto), and as many copies of the Pricing Prospectus and the Final Prospectus and any amendment or supplement thereto as the Representatives may reasonably request.

(ix)So long as any of the Bonds are outstanding, the Issuer will furnish to the Representatives, if and to the extent not posted on the Issuer or its affiliate’s website, (A) as soon as available, a copy of each report of the Issuer filed with the Commission under the Exchange Act or mailed to Bondholders (to the extent such reports are not publicly available on the Commission’s website), (B) a copy of any filings with the Council pursuant to the Financing Act and the Financing Order including, but not limited to, any issuance advice letter (“Issuance Advice Letter”) filed with the Council pursuant to the Financing Order with respect to the Storm Recovery Bonds or any semi-annual or more frequent true-up request letters, and (C) from time to time, any information concerning the Issuer as the Representatives may reasonably request.

(x)So long as the Bonds are rated by any Rating Agency, the Issuer will comply with the 17g-5 Representations, other than (x) any noncompliance of the 17g-5 Representations that would not have a material adverse effect on the Bonds or (y) any noncompliance arising from the breach by an Underwriter of the representations, warranties and covenants set forth in Section 13 hereof.

b.Covenants of ENO. ENO covenants and agrees with the Underwriters that, to the extent that the Issuer has not already performed such act pursuant to Section 8(a):

(xi)The Issuer will furnish to the Representatives and Counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto), and as many copies of the Pricing Prospectus and the Final Prospectus and any amendment or supplement thereto as the Representatives may reasonably request.

(xii)ENO, in its capacity as sponsor with respect to the Bonds, will cause the Pricing Prospectus and the Final Prospectus to be filed with the Commission pursuant to Rule 424 as soon as practicable and advise the Underwriters of any stop order suspending the effectiveness of the

Registration Statement or the institution of any proceeding therefor of which Issuer shall have received notice.

(xiii)As soon as practicable, but not later than 19 months after the date hereof, ENO, in its capacity as sponsor with respect to the Bonds, will make generally available to its security holders, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act with respect to the Bonds.

(xiv)ENO, in its capacity as sponsor with respect to the Bonds, will furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Bonds for offer and sale under the blue-sky laws of such jurisdictions as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution of the Bonds; provided that neither the Issuer nor ENO shall be required to qualify as a foreign limited liability company or foreign corporation or dealer in securities, file any consents to service of process under the laws of any jurisdiction, or meet any other requirements deemed by the Issuer or ENO, as applicable, to be unduly burdensome.

(xv)ENO, in its capacity as sponsor with respect to the Bonds, will not file any amendment to the Registration Statement or amendment or supplement to the Final Prospectus during the period when a prospectus relating to the Bonds is required to be delivered under the Securities Act, without prior notice to the Underwriters, or to which Pillsbury Winthrop Shaw Pittman LLP, who are acting as counsel for the Underwriters (“Counsel for the Underwriters”), shall reasonably object by written notice to ENO and the Issuer.

(xvi)To the extent permitted by applicable law and the agreements and instruments that bind ENO, ENO will use its reasonable best efforts to cause the Issuer to comply with the covenants set forth in Section 8(a) hereof.

(xvii)ENO will use its reasonable best efforts to prevent the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof.

(xviii)If, during such period of time (not exceeding nine months) after the Final Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer, any event relating to or affecting ENO, the Bonds or the Storm Recovery Property or of which ENO shall be advised in writing by the Representatives shall occur that in ENO’s reasonable judgment after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Final Prospectus in order to make the Final Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser, ENO will cause the Issuer to promptly notify the Representatives of such event and, at ENO’s or the Issuer’s expense, to amend or supplement the Final Prospectus by either (A) preparing and furnishing to the Underwriters at ENO’s or the Issuer’s expense a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus or (B) causing the Issuer to make an appropriate filing pursuant to Section 13 or Section 15 of the Exchange Act, which will supplement or amend the Final Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Prospectus is delivered to a purchaser, not misleading; provided that should such event relate solely to the activities of any of the Underwriters, then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement.

(xix)During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, ENO will not, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset‑backed securities (other than the Bonds).

(xx)ENO will cause the proceeds for the issuance and sale of the Bonds to be applied for the purposes described in the Pricing Prospectus.

(xxi)To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(aa) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by ENO prior to, on or after the Closing Date, ENO shall furnish such documents and take such other actions to the extent reasonably requested by any Rating Agency.

(xxii)The initial storm recovery charge authorized pursuant to the Financing Order will be calculated in accordance with the Financing Order and will be set forth in the Issuance Advice Letter, which shall be filed by ENO with the Council in a form consistent with the provisions of the Financing Order, within two business days of the date hereof.

(xxiii)So long as the Bonds are rated by any Rating Agency, ENO, in its capacity as sponsor with respect to the Bonds, will cause the Issuer to comply with the 17g-5 Representations, other than (x) any noncompliance of the 17g-5 Representations that would not have a material adverse effect on the Bonds or (y) any noncompliance arising from the breach by an Underwriter of the representations, warranties and covenants set forth in Section 13 hereof.

9. Conditions to the Obligations of the Underwriters.

The obligations of the Underwriters to purchase the Bonds shall be subject to the accuracy of the representations and warranties on the part of the Issuer and ENO contained in this Underwriting Agreement, on the part of ENO contained in Article III of the Sale Agreement, and on the part of ENO contained in Section 6.01 of the Servicing Agreement as of the Closing Date, to the accuracy of the statements of the Issuer and ENO made in any certificates pursuant to the provisions hereof, to the performance by the Issuer and ENO of their obligations hereunder, and to the following additional conditions:

a.The Final Prospectus shall have been filed with the Commission pursuant to Rule 424 prior to 5:30 P.M., New York time, on the second business day after the date of this Underwriting Agreement. In addition, all material required to be filed by the Issuer or ENO pursuant to Rule 433(d) under the Securities Act that was prepared by either of them or that was prepared by any Underwriter with the Issuer’s consent and timely provided to the Issuer or ENO shall have been filed with the Commission within the applicable time period prescribed for such filing by such Rule 433(d).

b.No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date; and the Underwriters shall have received one or more certificates, dated the Closing Date and signed by an officer of ENO and the Issuer, authorized to act for each of ENO and the Issuer, as appropriate, to the effect that no such stop order is in effect and that no proceedings for such purpose are pending before, or to the knowledge of ENO or the Issuer, as the case may be, threatened by, the Commission.

c.Pillsbury Winthrop Shaw Pittman LLP, as Counsel for the Underwriters, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (c) hereto), dated the Closing Date, with respect to the Bonds, the Indenture, the Registration Statement and other related matters; and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

d.Reserved.

e.Phelps Dunbar, L.L.P., Louisiana counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (e) hereto), dated the Closing Date, regarding various issues, including enforceability, certain Louisiana security interest matters, and certain Louisiana perfection and priority issues.

f.Sidley Austin LLP, counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (f) hereto), dated the Closing Date, regarding certain aspects of the transactions contemplated by the Basic Documents, including the Indenture and the Trustee’s security interest under the Uniform Commercial Code.

g.Sidley Austin LLP, counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (g) hereto), dated the Closing Date, regarding various issues requested by the Representatives, including negative assurances and other corporate matters.

h.Sidley Austin LLP, counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (h) hereto), dated the Closing Date, regarding bankruptcy issues.

i.Phelps Dunbar, L.L.P., Louisiana counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (i) hereto), dated the Closing Date, regarding certain federal and Louisiana constitutional matters relating to the Storm Recovery Property.

j.Sidley Austin LLP, counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (j) hereto), dated the Closing Date, regarding certain federal tax matters.

k.Phelps Dunbar, L.L.P., Louisiana counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (k) hereto), dated the Closing Date, to the effect that the Storm Recovery Property is not subject to the lien of ENO’s Mortgage and Deed of Trust, dated as of May 1, 1987, as amended, supplemented and modified (the “ENO Mortgage”).

l.Sidley Austin LLP, counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (l) hereto), dated the Closing Date, to the effect that ENO’s sale of the Storm Recovery Property to the Issuer pursuant to the Sale Agreement will not conflict with, or result in a default under, ENO’s credit facilities.

m.Reserved.

n.Gregory A. Pletsch & Associates, counsel for the Indenture Trustee, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (n) hereto), dated the Closing Date, regarding certain matters relating to the Indenture Trustee.

o.Phelps Dunbar, L.L.P., Louisiana counsel for ENO and the Issuer, shall have furnished to the representatives their written opinion (substantially in the form attached as Annex I (o) hereto), dated the Closing Date, regarding the characterization of the transfer of the Storm Recovery Property by ENO to the Issuer as a “true sale” for Louisiana law purposes.

p.Phelps Dunbar, L.L.P., Louisiana counsel to ENO and the Issuer, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (p) hereto), dated the Closing Date, regarding Louisiana regulatory issues and the prospectus.

q.Sidley Austin LLP, counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (q) hereto), dated the Closing Date, regarding certain bankruptcy and creditors’ rights issues relating to the Issuer.

r.Phelps Dunbar, L.L.P., Louisiana counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (r) hereto), dated the Closing Date, regarding certain matters of Louisiana law relating to the Issuer and the limited liability company law.

s.Phelps Dunbar, L.L.P., Louisiana counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (s) hereto), dated the Closing Date, as to certain Louisiana tax matters.

t.Sidley Austin LLP, counsel for the Issuer and ENO, shall have furnished to the Representatives their written opinion (substantially in the form attached as Annex I (t) hereto), dated the Closing Date, to the effect that the Storm Recovery Property is not subject to the lien of the ENO Mortgage.

u.Dawn A. Balash, Esq., Senior Counsel-Corporate and Securities of Entergy Services, Inc., shall have furnished to the Representatives her written opinion (substantially in the form attached as Annex I (u) hereto), dated the Closing Date, with respect to additional corporate matters.

v.Reserved.

w.On or prior to the date of this Underwriting Agreement and on or before the Closing Date, an independent nationally recognized accounting firm acceptable to the Representatives (the “Accounting Firm”) shall have furnished to the Representatives one or more agreed upon procedure reports regarding certain calculations and computations relating to the Bonds, contained in the Pricing Prospectus, the Final Prospectus or any Free Writing Prospectus, in form or substance reasonably satisfactory to the Representatives, in each case in respect of which the Representatives shall have made specific requests therefor and shall have provided acknowledgment or similar letters to the Accounting Firm reasonably necessary in order for the Accounting Firm to issue such reports.

x.Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Pricing Prospectus and the Final Prospectus, there shall not have been any change specified in the Rating Agency letters required by subsection (aa) of this Section 9 which is, in the judgment of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Bonds as contemplated by the Registration Statement and the Pricing Prospectus.

y.The LLC Agreement, the Administration Agreement, the Sale Agreement, the Servicing Agreement and the Indenture and any amendment or supplement to any of the foregoing shall have been executed and delivered.

z.Since the respective dates as of which information is given in each of the Registration Statement and the Pricing Prospectus, and as of the Closing Date, there shall have been no (i) material adverse change in the business, property or financial condition of ENO and its subsidiaries, taken as a whole, whether or not in the ordinary course of business, or the Issuer or (ii) adverse development concerning the business or assets of ENO and its subsidiaries, taken as a whole, or the Issuer which would be reasonably likely to result in a material adverse change in the prospective business, property or financial condition of ENO and its subsidiaries, taken as a whole, whether or not in the ordinary course of business, or the Issuer or (iii) development which would be reasonably likely to result in a material adverse change in the Storm Recovery Property, the Bonds or the Financing Order.

aa.At the Closing Date, (i) the Bonds shall be rated at least the ratings set forth in the Pricing Term Sheet by Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s, a division of the McGraw‑Hill Companies, Inc. (“S&P”), and the Issuer shall have delivered to the Underwriters a letter from each such Rating Agency, or other evidence satisfactory to the Underwriters, confirming that the Bonds have such ratings, and (ii) neither of Moody’s nor S&P shall have, since the date of this Underwriting Agreement, downgraded or publicly announced that it has under surveillance or review, with possible negative implications, its ratings of the Bonds.

ab.The Issuer and ENO shall have furnished or caused to be furnished to the Representatives at the Closing Date certificates of officers of ENO and the Issuer, authorized to act for each of ENO and the Issuer, reasonably satisfactory to the Representatives, as to the accuracy of the representations and warranties of the Issuer and ENO herein, in the Sale Agreement, the Servicing Agreement and the Indenture at and as of the Closing Date, as to the performance by the Issuer and ENO of all of their obligations hereunder to be performed at or prior to such Closing Date, as to the matters set forth in subsections (b) and (z) of this Section 9, as to the accuracy in all material respects of the disclosure set

forth under the caption “The Securitization Law - Storm Recovery Charges are Nonbypassable” and as to such other matters as the Representatives may reasonably request.

ac.On or prior to the Closing Date, the Issuer shall have delivered to the Representatives evidence, in form and substance reasonably satisfactory to the Representatives, that appropriate filings have been or are being made in accordance with the Financing Act, the Financing Order and other applicable law reflecting sale of the Storm Recovery Property under the Sale Agreement and the grant of a security interest by the Issuer in the collateral relating to the Bonds to the Indenture Trustee, including the filing of the requisite financing statements in the office of the Clerk of Civil District Court for the Parish of Orleans of the State of Louisiana.

ad.On or prior to the Closing Date, ENO shall have funded the capital subaccount of the Issuer with cash in an amount equal to $[______].

ae.The Issuer and ENO shall have furnished or caused to be furnished or agree to furnish to the Rating Agencies on or prior to the Closing Date such opinions and certificates, including the Rating Agencies Letter, as the Rating Agencies shall have reasonably requested prior to such Closing Date.

af.On or prior to the Closing Date, the Issuer shall have delivered to the Representatives evidence, in form and substance reasonably satisfactory to the Representatives, of (i) a certificate that attaches a true, correct and complete copy of the Financing Order and certifies such copy to be the act and deed of the Council and (ii) a certificate that states the Financing Order has not been altered, rescinded, amended, modified, revoked, or supplemented, and is irrevocable, as of the Closing Date.

ag.An Issuance Advice Letter, in a form consistent with the provisions of the Financing Order, shall have been filed with the Council and shall have become effective, and a “Concurrence” issued.

Any opinion letters delivered on the Closing Date to the Rating Agencies beyond those being delivered to the Underwriters above shall either (i) include the Underwriters as addressees or (ii) be accompanied by reliance letters addressed to the Underwriters referencing such letters.

If any of the conditions specified in this Section 9 shall not have been fulfilled in all material respects when and as provided in this Underwriting Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Underwriting Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and Counsel for the Underwriters, this Underwriting Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Issuer in writing or by telephone or facsimile confirmed in writing.

10. Conditions of Issuer’s Obligations.

The obligation of the Issuer to deliver the Bonds shall be subject to the conditions that (a) no stop order suspending the effectiveness of the Registration Statement shall be in effect at the Closing Date and no proceeding for that purpose shall be pending before, or threatened by, the Commission at the Closing Date and (b) the Financing Order has not been altered, rescinded, amended, modified, revoked, or supplemented, and is irrevocable, as of the Closing Date. In case these conditions shall not have been fulfilled, this Underwriting Agreement may be terminated by the Issuer upon notice thereof to the Underwriters. Any such termination shall be without liability of any party to any other party except as otherwise provided in Sections 8(a)(ii) and 11 hereof.

11. Indemnification and Contribution.

a.ENO and the Issuer, jointly and severally, will indemnify and hold harmless each Underwriter, and its directors and officers, and each person who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Financing Act, the Securities Act, the Exchange Act or other federal

or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment or supplement thereof, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Pricing Prospectus, the Final Prospectus, the Issuer Free Writing Prospectuses or in any amendment thereof or amendment or supplement thereto, (iii) the omission or alleged omission to state in the Registration Statement, the Pricing Prospectus, the Final Prospectus or the Issuer Free Writing Prospectuses a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iv) any information prepared by or on behalf of the Issuer or ENO and provided to the Underwriters, and will reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that neither the Issuer nor ENO will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuer or ENO by or on behalf any Underwriter through the Representatives specifically for inclusion therein it being understood and agreed that the only such information furnished by any Underwriter consists of the information set forth in Schedule IV hereto, or arises out of, or based upon, statements in or omissions from that part of the Registration Statement that shall constitute the Statement of Eligibility under the Trust Indenture Act of the Indenture Trustee with respect to any indenture qualified pursuant to the Registration Statement; and provided further, that the indemnity agreement contained in this Section 11 shall not inure to the benefit of any Underwriter (or of any officer or director of such Underwriter or of any person controlling such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) on account of any such losses, claims, damages, liabilities, expenses or actions, joint or several, arising from the sale of the Bonds to any person if a copy of the Pricing Prospectus (including any amendment or supplement thereto if any amendments or supplements thereto shall have been furnished to the Underwriters at or prior to the time of entry into the contract for such sale of the Bonds) (exclusive of the Incorporated Documents) shall not have been given or sent to such person by or on behalf of such Underwriter with or prior to the entry into the contract for the sale of the Bonds to such person, unless the alleged omission or alleged untrue statement was not corrected in the Pricing Prospectus (including any amendment or supplement thereto if any amendments or supplements thereto shall have been furnished to the Underwriters at or prior to the time of entry into the contract for such sale of the Bonds) at the time of entry into the contract for such sale of the Bonds.

b.Each Underwriter severally agrees to indemnify and hold harmless ENO and the Issuer, each of their directors, officers and managers, each of their officers, directors or managers who signs the Registration Statement, and each person who controls ENO or the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Financing Act, the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment or supplement thereof, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Pricing Prospectus, the Final Prospectus, the Issuer Free Writing Prospectuses or in any amendment thereof or amendment or supplement thereto, (iii) the omission or alleged omission to state in the Registration Statement, the Pricing Prospectus, the Final Prospectus or the Issuer Free Writing Prospectuses a material fact required to

be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only with reference to written information relating to such Underwriter furnished to the Issuer or ENO by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity it being understood and agreed that the only such information furnished by any Underwriter consists of the information set forth in Schedule IV hereto. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have.

c.ENO and the Underwriters each shall, upon the receipt of notice of the commencement of any action against it or any person controlling it as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, promptly give written notice of the commencement thereof to the party or parties against whom indemnity shall be sought under (a) or (b) above, but the failure to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability hereunder to the extent such indemnifying party or parties is/are not materially prejudiced as a result of such failure to notify and in any event shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties and reasonably satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any additional counsel retained by them; but if the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them; provided, however, that if the defendants in any such action (including impleaded parties) include both the indemnified party and the indemnifying party and counsel for the indemnifying party shall have reasonably concluded that there may be a conflict of interest involved in the representation by a single counsel of both the indemnifying party and the indemnified party, the indemnified party or parties shall have the right to select separate counsel, satisfactory to the indemnifying party, whose reasonable fees and expenses shall be paid by such indemnifying party, to participate in the defense of such action on behalf of such indemnified party or parties (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) representing the indemnified parties who are parties to such action). Each of ENO, the Issuer and the Underwriters agrees that without the other party’s prior written consent, which consent shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any claim in respect of which indemnification may be sought under the indemnification provisions of this Underwriting Agreement, unless such settlement, compromise or consent (i) includes an unconditional release of such other party from all liability arising out of such claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such other party.

d.In the event that the indemnity provided in paragraph (a) or (b) of this Section 11 is unavailable to or insufficient to hold harmless an indemnified party for any reason, ENO, the Issuer and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which the Issuer and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Issuer and ENO, on the one hand, and by such Underwriter, on the other hand, from the offering of the Bonds. If the allocation provided by the immediately preceding sentence is unavailable for any reason, ENO, the Issuer and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of ENO, the Issuer and the applicable Underwriter respectively in connection

with the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by ENO, the Issuer or such Underwriter, as the case may be. ENO, the Issuer and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 11, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director or officer of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuer or ENO within the meaning of either the Securities Act or the Exchange Act, each director, officer or manager of the Issuer or ENO who shall have signed the Registration Statement and each director, officer or manager of the Issuer or ENO shall have the same rights to contribution as the Issuer or ENO, subject in each case to the applicable terms and conditions of this paragraph (d). The Underwriters’ obligations in this Section 11 to contribute are several in proportion to the respective principal amounts of Bonds set forth opposite their names in Schedule II hereto and not joint. Notwithstanding the provisions of this Section 11, no Underwriter shall be required to contribute in excess of the amount equal to the excess of (i) the total underwriting fees, discounts and commissions received by it, over (ii) the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.

12. Termination.

This Underwriting Agreement shall be subject to termination in the absolute discretion of the Representatives, by written notice given to ENO and the Issuer prior to delivery of and payment for the Bonds, if prior to such time (i) there shall have occurred any change, or any development involving a prospective change, in or affecting either (A) the business, properties or financial condition of the Issuer or ENO or (B) the Storm Recovery Property, the Bonds, the Financing Order or the Financing Act, the effect of which, in either case and in the reasonable judgment of the Representatives, materially impairs the investment quality of the Bonds or makes it impractical or inadvisable to market the Bonds, (ii) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (iii) a banking moratorium shall have been declared either by federal, State of New York or State of Louisiana authorities, (iv) there shall have occurred a material disruption in securities settlement, payment or clearing systems, (v) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or (vi) there shall have occurred any terrorist act in the United States or any other calamity (including any natural calamity, such as an earthquake) or crisis or any change in financial, political or economic condition in the United States or elsewhere, if the effect of any such event specified in clause (v) or (vi), in the reasonable judgment of the Representatives, makes it impracticable or inadvisable to proceed with the offering or delivery of the Bonds as contemplated by the Final Prospectus (exclusive of any amendment or supplement thereto).

13. Representation, Warranty and Covenant of the Underwriters.

The Underwriters, severally and not jointly, represent, warrant and agree with the Issuer and ENO that, unless the Underwriters obtained, or will obtain, the prior written consent of the Issuer or ENO, the Underwriters (a) have not delivered, and will not deliver, any Rating Information (as defined below) to any Rating Agency until and unless the Issuer or ENO advises the Underwriters that such Rating Information is posted to the Issuer’s website maintained by the Issuer pursuant to paragraph (a)(3)(iii)(B) of Rule 17g-5 under the Exchange Act in the same form as it will be provided to such Rating Agency, and (b) have not participated, and will not participate, with any Rating Agency in any oral

communication of any Rating Information without the participation of a representative of the Issuer or ENO.  For purposes of this Section 13, “Rating Information” means any information provided to a Rating Agency for the purpose of determining an initial credit rating on the Bonds. 

14. Absence of Fiduciary Relationship.

Each of the Issuer and ENO acknowledges and agrees that the Issuer and ENO, respectively, each have arm’s length business relationships with the Underwriters and their affiliates, that create no fiduciary duty on the part of the Underwriters and their affiliates, in connection with all aspects of the transactions contemplated by this Underwriting Agreement, and each such party expressly disclaims any fiduciary relationship. Nothing in this Section is intended to modify in any way the Underwriters’ obligations expressly set forth in the Underwriting Agreement. Notwithstanding any other provision of this Underwriting Agreement, immediately upon commencement of discussions with respect to the transactions contemplated hereby, the Issuer and ENO (and each employee, representative or other agent of the Issuer or ENO, as the case may be) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to the Issuer or ENO relating to such tax treatment and tax structure. For purposes of the foregoing, the term “tax treatment” is the purported or claimed federal, state or local income tax treatment of the sale of the Storm Recovery Property, the collection of the Storm Recovery Charges or the payment on the Bonds, and the term “tax structure” includes any fact that may be relevant to understanding the purported or claimed federal, state or local income tax treatment of the transactions contemplated hereby.

15. Notices.

Unless otherwise specifically provided herein, all notices, directions, consents and waivers required under the terms and provisions of this Underwriting Agreement shall be in English and in writing, and any such notice, direction, consent or waiver may be given 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 notice, direction, consent or waiver shall be effective when delivered or transmitted, or if mailed, three days after deposit in the United States mail with proper first class postage prepaid, at the addresses specified below until otherwise provided, in writing, by the respective parties:

If to the Representatives:	Citigroup Global Markets Inc. 390 Greenwich Street New York, New York 10013 Attention: [__________________] Facsimile:  [_________]
If to ENO:	Entergy New Orleans, Inc. 639 Loyola Avenue New Orleans, Louisiana 70112 Attention: Treasurer Facsimile: 504-576-4155
If to the Issuer:	Entergy New Orleans Storm Recovery Funding I, L.L.C. 1600 Perdido Street L-MAG-505A New Orleans, Louisiana 70112 Attention: President Facsimile: 504-670-3605

16. Successors.

This Underwriting Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 11 hereof, and no other person will have any right or obligation hereunder.

17. Applicable Law.

This Underwriting Agreement will be governed by and construed in accordance with the laws of the State of New York.

18. Counterparts.

This Underwriting Agreement may be signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.

19. Integration.

This Underwriting Agreement supersedes all prior agreements and understandings (whether written or oral) among the Issuer, ENO and the Underwriters, or any of them, with respect to the subject matter hereof.

[Signature page follows]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among ENO, the Issuer and the Underwriters.

Very truly yours,

Entergy New Orleans, Inc.

By:

Name: Steven C. McNeal

Title: Vice President and Treasurer

Entergy New Orleans Storm Recovery Funding I, L.L.C.

By:

Name: Steven C. McNeal

Title: Vice President and Treasurer

The foregoing Underwriting Agreement

is hereby confirmed and accepted by the

Representatives on behalf of the

Underwriters named in Schedule II hereto:

By: Citigroup Global Markets Inc.

By:

Name:

Title:

SCHEDULE I

Underwriting Agreement dated June [__], 2015

Registration Statement Nos.: 333-203320 and 333-203320-01

Representative:

Citigroup Global Markets Inc.

390 Greenwich Street

New York, New York 10013

Attention: [____________________]

Facsimile:  [__________]

Title, Purchase Price and Description of Bonds:

Title: Entergy New Orleans Storm Recovery Funding I, L.L.C. Senior Secured Storm Recovery Bonds

Total Principal Amount		Interest Rate	Price to Public
$	[_________]	[___]%	[________]%

Aggregate price to be paid to the Issuer by the Underwriters for the Bonds:	$[_______]
Underwriters’ fees:	$[______]
Original Issue Discount (if any):	$[______]
Redemption provisions:	None
Other provisions:	None
Closing Date and Time:	[July] [__], 2015, 10:00 a.m., New York City time
Closing Location:	Offices of: Sidley Austin LLP 787 Seventh Avenue New York, New York 10019

SCHEDULE II

Name of Underwriters	Principal Amount of Bonds
Citigroup Global Markets Inc.	$ [_________]
Total	$[_________]

SCHEDULE III

Schedule of Issuer Free Writing Prospectuses

A.Free Writing Prospectuses not required to be filed with the Commission

• Electronic Road Show

B. Free Writing Prospectuses Required to be filed with the Commission pursuant to Rule 433 of the Securities Act

• Preliminary Term Sheet, dated June [_], 2015, as filed with the Commission on June [_], 2015

• Pricing Term Sheet, dated June [_], 2015, as filed with the Commission on June [_], 2015

S-IV-2

SCHEDULE IV

DESCRIPTIVE LIST OF UNDERWRITER PROVIDED INFORMATION

A: Pricing Prospectus:

(a)under the heading “UNDERWRITING THE STORM RECOVERY BONDS” in the prospectus supplement:

(i)the third sentence under the caption “No Assurance as to Resale Price or Resale Liquidity for the Storm Recovery Bonds”,

(ii)the entire first full paragraph under the caption “Various Types of Underwriter Transactions That May Affect the Price of the Storm Recovery Bonds” (except the last sentence thereof),

(iii)the last sentence of the third full paragraph under the caption “Various Types of Underwriter Transactions That May Affect the Price of the Storm Recovery Bonds”, and

(iv)the sixth full paragraph under the caption “Various Types of Underwriter Transactions That May Affect the Price of the Storm Recovery Bonds”; and

(b)under the heading “OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE STORM RECOVERY BONDS” in the base prospectus, the first sentence under the caption “The absence of a secondary market for the storm recovery bonds might limit your ability to resell your storm recovery bonds”.

B. Final Prospectus:

(a)under the heading “UNDERWRITING THE STORM RECOVERY BONDS” in the prospectus supplement:

(i)the third sentence under the caption “No Assurance as to Resale Price or Resale Liquidity for the Storm Recovery Bonds”,

(ii)the entire first full paragraph under the caption “Various Types of Underwriter Transactions That May Affect the Price of the Storm Recovery Bonds” (except the last sentence thereof),

(iii)the last sentence of the third full paragraph under the caption “Various Types of Underwriter Transactions That May Affect the Price of the Storm Recovery Bonds”, and

(iv)the sixth full paragraph under the caption “Various Types of Underwriter Transactions That May Affect the Price of the Storm Recovery Bonds”; and

(b)under the heading “OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE STORM RECOVERY BONDS” in the base prospectus, the first sentence under the caption “The absence of a secondary market for the storm recovery bonds might limit your ability to resell your storm recovery bonds”.

A-I (u)-2

EX-4.1

Exhibit 4.1

Entergy new orleans storm Recovery Funding I, L.L.C.,

Issuer,

and

THE BANK OF NEW YORK MELLON,

Indenture Trustee and Securities Intermediary

______________________________

INDENTURE

Dated as of [_____], 2015

______________________________

TRUST INDENTURE ACT CROSS REFERENCE TABLE

TIA Section		Indenture Section
310	(a)(1)	6.11
	(a)(2)	6.11
	(a)(3)	6.10(b)(i)
	(a)(4)	N.A.
	(a)(5)	6.11
	(b)	6.11
311	(a)	6.12
	(b)	6.12
312	(a)	7.01 and 7.02
	(b)	7.02(b)
	(c)	7.02(c)
313	(a)	7.04
	(b)(1)	7.04
	(b)(2)	7.04
	(c)	7.03(a) and 7.04
	(d)	N.A.
314	(a)	3.09, 4.01, and 7.03(a)
	(b)	3.06 and 4.01
	(c)(1)	2.10, 4.01, 8.04(b) and 10.01(a)
	(c)(2)	2.10, 4.01, 8.04(b) and 10.01(a)
	(c)(3)	2.10 4.01 and 10.01(a)
	(d)	2.10, 8.04(b) and 10.01(b)
	(e)	10.01(a)
	(f)	10.01(a)
315	(a)	6.01(b)(i) and (ii)
	(b)	6.05
	(c)	6.01 (a)
	(d)	6.01(c)(i)‑(iii)
	(e)	5.13
316	(a) (last sentence)	Appendix A - definition of “Outstanding”
	(a)(1)(A)	5.11
	(a)(1)(B)	5.12
	(a)(2)	N.A.
	(b)	5.07
	(c)	Appendix A - definition of “Record Date”
317	(a)(1)	5.03(a)
	(a)(2)	5.03(c)(iv)
	(b)	3.03
318	(a)	10.07
	(b)	10.07
	(c)	10.07

_______

**    “N.A.” shall mean “not applicable.”

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

This INDENTURE dated as of [_____], 2015, by and between Entergy New Orleans Storm Recovery Funding I, L.L.C., a Louisiana limited liability company (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).

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

RECITALS OF THE ISSUER

The Issuer has duly authorized the execution and delivery of this Indenture and the creation and issuance of the Storm Recovery Bonds issuable hereunder, which will be of substantially the tenor set forth herein and in the Series Supplement.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

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

ARTICLE I

Definitions and Incorporation by Reference

SECTION .Definitions

. Except as otherwise specified herein or as the context may otherwise require, the capitalized terms used herein shall have the respective meanings set forth in Appendix A attached hereto and made a part hereof for all purposes of this Indenture.

SECTION .Incorporation by Reference of Trust Indenture Act

. Whenever this Indenture refers to a provision of the TIA, that provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Storm Recovery Bonds.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

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

SECTION .Rules of Construction

. Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States of America as in effect from time to time;

(iii) “or” is not exclusive;

(iv) “includes” and “including” means “includes without limitation” and “including without limitation”, respectively;

(v) words in the singular include the plural and words in the plural include the singular; and

(vi) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

ARTICLE II

The Storm Recovery Bonds

SECTION .Form

. The Storm Recovery Bonds and the Indenture Trustee’s certificate of authentication shall be in substantially the forms set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or by the Series Supplement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing the Storm Recovery Bonds, as evidenced by their execution of the Storm Recovery Bonds. Any portion of the text of any Storm Recovery Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Storm Recovery Bond.

The Storm Recovery Bonds shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing the Storm Recovery Bonds, as evidenced by their execution of the Storm Recovery Bonds.

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

SECTION .Denominations; Storm Recovery Bonds

. The Storm Recovery Bonds shall be issuable in the Minimum Denomination.

The Storm Recovery Bonds shall be issued in one or more Tranches, and shall be designated generally as the “Senior Secured Storm Recovery Bonds” of the Issuer, with such further particular designations added or incorporated in such title for such Tranche as a Responsible Officer of the Issuer may determine. All Storm Recovery Bonds shall be identical in all respects except for the denominations thereof, unless more than one Tranche is issued, in which case all Storm Recovery Bonds of the same Tranche shall be identical in all respects except for the denomination thereof. All Storm Recovery Bonds of a particular Tranche shall be in all respects equally and ratably entitled to the benefits hereof without preference, priority, or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture.

The Storm Recovery Bonds shall be created by the Series Supplement authorized by a Responsible Officer of the Issuer, which Series Supplement shall specify and establish the terms and provisions thereof. The several Tranches thereof may differ as between Tranches, in respect of any of the following matters:

(1) designation of the Tranches thereof;

(2) the principal amount;

(3) the Bond Interest Rate;

(4) the Payment Dates;

(5) the Scheduled Payment Dates;

(6) the Scheduled Final Payment Date;

(7) the Final Maturity Date;

(8) the place or places for the payment of interest, principal and premium, if any;

(9) the Minimum Denominations;

(10) the Expected Amortization Schedule;

(11) provisions with respect to the definitions set forth in Appendix A hereto;

(12) whether or not the Storm Recovery Bonds are to be Book-Entry Storm Recovery Bonds and the extent to which Section 2.11 should apply; and

(13) any other provisions expressing or referring to the terms and conditions upon which the Storm Recovery Bonds of any Tranche are to be issued under this Indenture that are not in conflict with the provisions of this Indenture and as to which the Rating Agency Condition is satisfied.

SECTION .Execution, Authentication and Delivery

. The Storm Recovery Bonds shall be executed on behalf of the Issuer by any of its Responsible Officers. The signature of any such Responsible Officer on the Storm Recovery Bonds may be manual or facsimile.

Storm Recovery Bonds bearing the manual or facsimile signature of individuals who were at any time Responsible Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or

any of them have ceased to hold such offices prior to the authentication and delivery of such Storm Recovery Bonds or did not hold such offices at the date of such Storm Recovery Bonds.

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

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

SECTION .Temporary Storm Recovery Bonds

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

If Temporary Storm Recovery Bonds are issued, the Issuer will cause Definitive Storm Recovery Bonds to be prepared without unreasonable delay. After the preparation of Definitive Storm Recovery Bonds, the Temporary Storm Recovery Bonds shall be exchangeable for Definitive Storm Recovery Bonds upon surrender of the Temporary Storm Recovery Bonds at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder. Upon surrender for cancellation of any one or more Temporary Storm Recovery Bonds, the Storm Recovery Bond Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Storm Recovery Bonds of authorized denominations. Until so delivered in exchange, the Temporary Storm Recovery Bonds shall in all respects be entitled to the same benefits under this Indenture as Definitive Storm Recovery Bonds.

SECTION .Registration; Registration of Transfer and Exchange of Storm Recovery Bonds

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

If a Person other than the Indenture Trustee is appointed by the Issuer as Storm Recovery Bond Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Storm Recovery Bond Registrar and of the location, and any change in the location, of the Storm Recovery Bond Register, and the Indenture Trustee shall have the right to inspect the Storm Recovery Bond Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely conclusively upon a certificate executed on behalf of the Storm Recovery Bond Registrar by a Responsible

Officer thereof as to the names and addresses of the Holders and the principal amounts and number of the Storm Recovery Bonds (separately stated by Tranche).

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

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

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

Every Storm Recovery Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by (a) a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) such other guarantee program acceptable to the Indenture Trustee, and (b) such other documents as the Indenture Trustee may require.

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

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

SECTION .Mutilated, Destroyed, Lost or Stolen Storm Recovery Bonds

. If (i) any mutilated Storm Recovery Bond is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Storm Recovery Bond and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Storm Recovery Bond Registrar or the Indenture Trustee that such Storm Recovery Bond has been acquired by a Protected Purchaser, the Issuer shall, provided that the requirements of Section 8‑401 of the UCC are met,

execute and, upon the Issuer’s written request, the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Storm Recovery Bond, a replacement Storm Recovery Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen Storm Recovery Bond, but not a mutilated Storm Recovery Bond, shall have become or within seven (7) days shall be due and payable, instead of issuing a replacement Storm Recovery Bond, the Issuer may pay such destroyed, lost or stolen Storm Recovery Bond when so due or payable without surrender thereof. If, after the delivery of such replacement Storm Recovery Bond or payment of a destroyed, lost or stolen Storm Recovery Bond pursuant to the proviso to the preceding sentence, a Protected Purchaser of the original Storm Recovery Bond in lieu of which such replacement Storm Recovery Bond was issued presents for payment such original Storm Recovery Bond, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Storm Recovery Bond (or such payment) from the Person to whom it was delivered or any Person taking such replacement Storm Recovery Bond from such Person to whom such replacement Storm Recovery Bond was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Storm Recovery Bond under this Section 2.06, the Issuer and/or the Indenture Trustee may require the payment by the Holder of such Storm Recovery Bond of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee and the Storm Recovery Bond Registrar) connected therewith.

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

The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Storm Recovery Bonds.

SECTION .Persons Deemed Owner

. Prior to due presentment for registration of transfer of any Storm Recovery Bond, the Issuer, the Indenture Trustee, the Storm Recovery Bond Registrar and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Storm Recovery Bond is registered (as of the day of determination) as the owner of such Storm Recovery Bond for the purpose of receiving payments of principal of and premium, if any, and interest on such Storm Recovery Bond and for all other purposes whatsoever, whether or not such Storm Recovery Bond be overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION .Payment of Principal, Premium, if any, and Interest; Interest on Overdue Principal; Principal, Premium, if any, and Interest Rights Preserved

.

(a)The Storm Recovery Bonds shall accrue interest as provided in the Series Supplement at the applicable Storm Recovery Bond Interest Rate, and such interest shall be payable on each applicable Payment Date. Any installment of interest, principal or premium, if any, payable on any Storm Recovery Bond which is punctually paid or duly provided for on the applicable

Payment Date shall be paid to the Person in whose name such Storm Recovery Bond (or one or more Predecessor Storm Recovery Bonds) is registered on the Record Date for such Payment Date, by check mailed first‑class, postage prepaid to such Person’s address as it appears on the Storm Recovery Bond Register on such Record Date or in such other manner as may be provided in the Series Supplement except that (i) upon application to the Indenture Trustee by any Holder owning Storm Recovery Bonds in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) with respect to Book‑Entry Storm Recovery Bonds, payments will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global Storm Recovery Bond unless and until such Global Storm Recovery Bond is exchanged for Definitive Storm Recovery Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to such Storm Recovery Bond on a Payment Date which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

(b)The principal of each Storm Recovery Bond of each Tranche shall be paid, to the extent funds are available therefor in the Collection Account, in installments on each Payment Date specified in the Series Supplement; provided that installments of principal not paid when scheduled to be paid in accordance with the Expected Amortization Schedule shall be paid upon receipt of money available for such purpose, in the order set forth in the Expected Amortization Schedule. Failure to pay principal in accordance with such Expected Amortization Schedule because moneys are not available pursuant to Section 8.02 to make such payments shall not constitute a Default or Event of Default under this Indenture; provided, however that failure to pay the entire unpaid principal amount of the Storm Recovery Bonds of a Tranche upon the Final Maturity Date for the Storm Recovery Bonds of such Tranche shall constitute a Default or Event of Default with respect to the Storm Recovery Bonds under this Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Storm Recovery Bonds shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Holders of the Storm Recovery Bonds representing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds have declared the Storm Recovery Bonds to be immediately due and payable in the manner provided in Section 5.02. All payments of principal and premium, if any, on the Storm Recovery Bonds shall be made pro rata to the Holders entitled thereto unless otherwise provided in the Series Supplement with respect to a Tranche of the Storm Recovery Bonds. The Indenture Trustee shall notify the Person in whose name a Storm Recovery Bond is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and premium, if any, and interest on such Storm Recovery Bond will be paid. Such notice shall be mailed no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Storm Recovery Bond and shall specify the place where such Storm Recovery Bond may be presented and surrendered for payment of such installment.

(c)If interest on the Storm Recovery Bonds is not paid when due, such defaulted interest shall be paid (plus interest on such defaulted interest at the applicable Storm Recovery Bond Interest Rate to the extent lawful) to the Persons who are Holders on a subsequent Special Record Date. The Issuer shall fix or cause to be fixed any such Special Record Date and Special Payment Date, and, at least ten (10) days before any such Special Record Date, the Issuer shall mail to each affected Holder a notice that states the Special Record Date, the Special Payment Date and the amount of defaulted interest (plus interest on such defaulted interest) to be paid.

SECTION .Cancellation

. All Storm Recovery Bonds surrendered for payment, registration of transfer or exchange shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Storm Recovery Bonds previously authenticated and delivered hereunder which

the Issuer may have acquired in any manner whatsoever, and all Storm Recovery Bonds so delivered shall be promptly canceled by the Indenture Trustee. No Storm Recovery Bonds shall be authenticated in lieu of or in exchange for any Storm Recovery Bonds canceled as provided in this Section 2.09, except as expressly permitted by this Indenture. All canceled Storm Recovery Bonds may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time.

SECTION .Outstanding Amount; Authentication and Delivery of Storm Recovery Bonds

. The aggregate Outstanding Amount of Storm Recovery Bonds that may be authenticated and delivered under this Indenture shall not exceed the aggregate of the amounts of Storm Recovery Bonds that are authorized in the Financing Order but otherwise shall be unlimited.

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

(1) Issuer Action. An Issuer Order authorizing and directing the authentication and delivery of the Storm Recovery Bonds by the Indenture Trustee and specifying the principal amount of Storm Recovery Bonds to be authenticated.

(2) Authorizations. Copies of (x) the Financing Order, which shall be in full force and effect and be Final, (y) certified resolutions of the Managers or Member of the Issuer authorizing the execution and delivery of the Series Supplement and the execution, authentication and delivery of the Storm Recovery Bonds and (z) the duly executed Series Supplement for the Storm Recovery Bonds to be issued.

(3) Opinions. An Opinion or Opinions, portions of which may be delivered by one or more Independent counsel for the Issuer, portions of which may be delivered by one or more Independent counsel for the Servicer, and portions of which may be delivered by one or more Independent counsel for the Seller, dated the Closing Date, in each case subject to the customary exceptions, qualifications and assumptions contained therein, to the collective effect:

(a)that all conditions precedent provided for in this Indenture relating to (i) the authentication and delivery of the Storm Recovery Bonds and (ii) the execution of the related Series Supplement to this Indenture, have been complied with;

(b)that the execution of the related Series Supplement to this Indenture is permitted by this Indenture; and

(c)of Annex I (d) through Annex I (f) inclusive and Annex I (h) through Annex I (t) inclusive of the Underwriting Agreement.

(4) Authorizing Certificate. An Officer’s Certificate, dated the Closing Date, of the Issuer certifying that (a) the Issuer has duly authorized the execution and delivery of this Indenture and the Series Supplement and the execution and delivery of the Storm Recovery Bonds and (b) that the Series Supplement is in the form attached thereto, which Series Supplement shall comply with the requirements of Section 2.02.

(5) The Storm Recovery Bond Collateral. The Issuer shall have made or caused to be made all filings with the Council and the Louisiana UCC Filing Officer pursuant to the Financing Order and the Storm Recovery Securitization Law and all other filings necessary to perfect the Grant of the Storm Recovery Bond Collateral to the Indenture Trustee and the Lien of this Indenture.

(6) Certificates of the Issuer and the Seller.

(a)An Officer’s Certificate, dated as of the Closing Date:

(i) to the effect that (A) the Issuer is not in Default under this Indenture and that the issuance of the Storm Recovery Bonds will not result in any Default or in any breach of any of the terms, conditions or provisions of or constitute a default under the Financing Order or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any Proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and (B) that all conditions precedent provided in this Indenture relating to the execution, authentication and delivery of the Storm Recovery Bonds have been complied with;

(ii) to the effect that the Issuer has not assigned any interest or participation in the Storm Recovery Bond Collateral except for the Grant contained in this Indenture and the Series Supplement; the Issuer has the power and right to Grant the Storm Recovery Bond Collateral to the Indenture Trustee as security hereunder and thereunder; and the Issuer, subject to the terms of this Indenture, has Granted to the Indenture Trustee a first priority perfected security interest in all of its right, title and interest in and to the Storm Recovery Bond Collateral free and clear of any Lien, mortgage, pledge, charge, security interest, adverse claim or other encumbrance arising as a result of actions of the Issuer or through the Issuer, except the Permitted Lien;

(iii) to the effect that the Issuer has appointed the firm of Independent registered public accountants as contemplated in Section 8.06;

(iv) to the effect that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Servicing Agreement, and the Administration Agreement, which are, to the knowledge of the Issuer, in full force and effect and, to the knowledge of the Issuer, that no party is in default of its obligations under such agreements; and

(v) stating that all filings with the Council and the Louisiana UCC Filing Officer pursuant to the Storm Recovery Securitization Law, the UCC and the Financing Order and all UCC financing statements with respect to the Storm Recovery Bond Collateral which are required to be filed by the terms of the Financing Order, the Storm Recovery Securitization Law, the Sale Agreement, the Servicing Agreement and this Indenture have been filed as required.

(b)An officer’s certificate from the Seller, dated as of the Closing Date, to the effect that, in the case of the Storm Recovery Property identified in the Bill of Sale, immediately prior to the conveyance thereof to the Issuer pursuant to the Sale Agreement:

(i) the Seller was the original and the sole owner of such Storm Recovery Property, free and clear of any Lien; the Seller had not assigned any interest or participation in such Storm Recovery Property and the proceeds thereof other than to the Issuer pursuant to the Sale Agreement; the Seller has the power, authority and right to own, sell and assign such Storm Recovery Property and the proceeds thereof to the Issuer; and the Seller, subject to the terms of the Sale Agreement, has validly sold and assigned to the Issuer all of its right, title and interest in and to such Storm Recovery Property and the proceeds thereof, free and clear of any Lien (other than the Permitted Lien) and such sale and assignment is absolute and irrevocable and has been perfected; and

(ii) the attached copy of the Financing Order creating such Storm Recovery Property is true and complete and is in full force and effect.

(7) Accountant’s Certificate or Letter. One or more certificates or letters, addressed to the Issuer complying with the requirements of Section 10.01(a), of a firm of Independent registered public accountants of recognized national reputation to the effect that (a) such accountants

are Independent with respect to the Issuer within the meaning of this Indenture, and are independent public accountants within the meaning of the standards of The American Institute of Certified Public Accountants, and (b) with respect to the Storm Recovery Bond Collateral, they have applied such procedures as instructed by the addressee of such certificate or letter.

(8) Requirements of Series Supplement. Such other funds, accounts, documents, certificates, agreements, instruments or opinions as may be required by the terms of the Series Supplement.

(9) Rating Agency Condition. The Indenture Trustee shall receive evidence reasonably satisfactory to it that the Storm Recovery Bonds have received the ratings from each Rating Agency required by the Underwriting Agreement as a condition to the issuance of the Storm Recovery Bonds.

(10) Required Capital Level. Evidence satisfactory to the Indenture Trustee that the Required Capital Level has been credited to the Capital Subaccount.

(11) Other Requirements. Such other documents, certificates, agreements, instruments or opinions as the Indenture Trustee may reasonably require.

SECTION .Book‑Entry Storm Recovery Bonds

. Unless the Series Supplement provides otherwise, all of the Storm Recovery Bonds shall be issued in Book‑Entry Form, and the Issuer shall execute and the Indenture Trustee shall, in accordance with this Section 2.11 and the Issuer Order, authenticate and deliver one or more Global Storm Recovery Bonds, evidencing the Storm Recovery Bonds which (i) shall be an aggregate original principal amount equal to the aggregate original principal amount of such Storm Recovery Bonds to be issued pursuant to the applicable Issuer Order, (ii) shall be registered in the name of the Clearing Agency therefor or its nominee, which shall initially be Cede & Co., as nominee for The Depository Trust Company, the initial Clearing Agency, (iii) shall be delivered by the Indenture Trustee pursuant to such Clearing Agency’s or such nominee’s instructions, and (iv) shall bear a legend substantially to the effect set forth in Exhibit A.

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

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

(a)the provisions of this Section 2.11 shall be in full force and effect;

(b)the Issuer, the Servicer, the Paying Agent, the Storm Recovery Bond Registrar and the Indenture Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Storm Recovery Bonds and the giving of instructions or directions hereunder) as the authorized representatives of the Holders;

(c)to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control;

(d)the rights of Holders of the Storm Recovery Bonds shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Letter of Representations, unless and until Definitive Storm Recovery Bonds are issued pursuant to Section 2.13, the initial Clearing Agency will make book‑entry transfers among the Clearing

Agency Participants and receive and transmit distributions of principal and interest on the Book‑Entry Storm Recovery Bonds to such Clearing Agency Participants; and

(e)whenever this Indenture requires or permits actions to be taken based upon instruction or directions of the Holders evidencing a specified percentage of the Outstanding Amount of the Storm Recovery Bonds, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Holders and/or the Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Storm Recovery Bonds and has delivered such instructions to a Responsible Officer of the Indenture Trustee.

SECTION .Notices to Clearing Agency

. Unless and until Definitive Storm Recovery Bonds shall have been issued to Holders pursuant to Section 2.13, whenever notice, payment, or other communications to the holders of Book‑Entry Storm Recovery Bonds is required under this Indenture, the Indenture Trustee, the Servicer and the Paying Agent, as applicable, shall give all such notices and communications specified herein to be given to Holders to the Clearing Agency.

SECTION .Definitive Storm Recovery Bonds

. If (a) (i) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under any Letter of Representations and (ii) the Issuer is unable to locate a qualified successor Clearing Agency, (b) the Issuer, at its option, advises the Indenture Trustee in writing that it elects to terminate the book‑entry system through the Clearing Agency or (c) after the occurrence of an Event of Default hereunder, Holders holding Storm Recovery Bonds aggregating not less than a majority of the aggregate Outstanding Amount of the Storm Recovery Bonds maintained as Book‑Entry Storm Recovery Bonds advise the Indenture Trustee, the Issuer and the Clearing Agency (through the Clearing Agency Participants) in writing that the continuation of a book‑entry system through the Clearing Agency is no longer in the best interests of the Holders, the Issuer shall notify the Clearing Agency, the Indenture Trustee and all such Holders in writing of the occurrence of any such event and of the availability of Definitive Storm Recovery Bonds to the Holders requesting the same. Upon surrender to the Indenture Trustee of the Global Storm Recovery Bonds by the Clearing Agency accompanied by registration instructions from such Clearing Agency for registration, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, Definitive Storm Recovery Bonds in accordance with the instructions of the Clearing Agency. None of the Issuer, the Storm Recovery Bond Registrar, the Paying Agent or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Storm Recovery Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Storm Recovery Bonds as Holders hereunder.

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

SECTION .CUSIP Number

. The Issuer in issuing any Storm Recovery Bond may use a “CUSIP” number and, if so used, the Indenture Trustee shall use the CUSIP number provided to it by the Issuer in any notices to the Holders thereof as a convenience to such Holders; provided, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Storm Recovery Bonds and that reliance may be placed only on the other identification numbers printed on the Storm Recovery Bonds. The Issuer shall promptly notify the Indenture Trustee in writing of any change in the CUSIP number with respect to any Storm Recovery Bond.

SECTION .Letter of Representations

. Notwithstanding anything to the contrary in this Indenture or the Series Supplement, the parties hereto shall comply with the terms of each Letter of Representations applicable to such party.

SECTION .Tax Treatment

. The Issuer and the Indenture Trustee, by entering into this Indenture, and the Holders and any Persons holding a beneficial interest in any Storm Recovery Bond, by acquiring any Storm Recovery Bond or interest therein, (a) express their intention that, solely for the purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for the purposes of state, local and other taxes, the Storm Recovery Bonds qualify under applicable tax law as indebtedness of the Member secured by the Storm Recovery Bond Collateral and (b) solely for the purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for purposes of state, local and other taxes, so long as any of the Storm Recovery Bonds are outstanding, agree to treat the Storm Recovery Bonds as indebtedness of the Member secured by the Storm Recovery Bond Collateral unless otherwise required by appropriate taxing authorities.

SECTION .Council Pledge and State Pledge

. The Council has pledged for the benefit of the Holders, pursuant to the Financing Order and Section 1228(C)(5) of the Storm Recovery Securitization Law as follows:

After the earlier of the transfer of the storm recovery property to an assignee or issuance of the storm recovery bonds authorized by [the] [f]inancing [o]rder, [the] [f]inancing [o]rder is irrevocable until the indefeasible payment in full of such bonds and the related financing costs. The Council covenants, pledges and agrees it thereafter shall not amend, modify, or terminate [the] financing order by any subsequent action, or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in [the] financing order, or in any way reduce or impair the value of the storm recovery property created by [the] financing order, except as may be contemplated by a refinancing authorized under [the Storm Recovery Securitization Law] or the periodic true up adjustments authorized by [the] financing order, until the indefeasible payment in full of the storm recovery bonds and the related financing costs….

Nothing in [the] financing order shall preclude limitation or alteration of [the] financing order if and when full compensation is made for the full protection of the storm recovery charges approved pursuant to [the] financing order and the full protection of the holders of storm recovery bonds and any assignee or financing party.

Pursuant to Section 1234 of the Storm Recovery Securitization Law, the State of Louisiana pledges to and agrees for the benefit of the Holders, the owners of the Storm Recovery Property (including the Issuer), and other financing parties that the State of Louisiana shall not:

(1) Alter the provisions of [the Storm Recovery Securitization Law] which authorize the [Council] to create a contract right by the issuance of a financing order, to create storm recovery property, and to make the storm recovery charges imposed by a financing order irrevocable, binding, and non-bypassable charges;

(2) Take or permit any action that impairs or would impair the value of storm recovery property; or

(3) Except as provided for in Section 1234 [of the Storm Recovery Securitization Law] and except for adjustments under any true-up mechanism established by the [Council], reduce,

alter, or impair storm recovery charges that are to be imposed, collected, and remitted for the benefit of the bondholders and other financing parties until any and all principal, interest, premium, financing costs, and other fees, expenses, or charges incurred, and any contracts to be performed, in connection with the related storm recovery bonds have been paid and performed in full. Nothing in this [p]aragraph shall preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges collected pursuant to a financing order and full protection of the holders of storm recovery bonds and any assignee or financing party.

The Issuer hereby acknowledges that the purchase of any Storm Recovery Bond by a Holder or the purchase of any beneficial interest in a Storm Recovery Bond by any Person and the Indenture Trustee’s obligations to perform hereunder are made in reliance on such pledges by the Council and the State of Louisiana, respectively.

SECTION .Transfer and Security Interests

. The Issuer hereby makes the following representations and warranties.

(a)In accordance with the Storm Recovery Securitization Law, (i) the rights and interests of ENO under the Financing Order related to the Storm Recovery Bonds, including the irrevocable right to impose, bill, charge, collect and receive the Storm Recovery Charges authorized in the Financing Order related to the Storm Recovery Bonds, are assignable and are Storm Recovery Property; and (ii) the Issuer has obtained by transfer from ENO all of the rights of ENO with respect to such Storm Recovery Property, including, without limitation, the right to exercise any and all rights and remedies with respect thereto, including the right to impose, bill, charge, collect and receive any amounts payable by any Customer in respect of the Storm Recovery Property;

(b)Under the terms of Section 1230 of the Storm Recovery Securitization Law, the transfer of the Storm Recovery Property by ENO to the Issuer has been perfected under Section 1230 of the Storm Recovery Securitization Law by filing a financing statement with the Louisiana UCC Filing Officer and is effective against Customers, creditors of the Seller, subsequent transferees, and all other third parties, notwithstanding the absence of actual knowledge of or notice to the Customers of the sale, assignment, or transfer;

(c)Other than the security interests granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interests or security interests in the Storm Recovery Bond Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Issuer as debtor covering all or any part of the Storm Recovery Bond Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Issuer in favor of the Indenture Trustee on behalf of the Secured Parties in connection with this Indenture;

(d)This Indenture constitutes a valid and continuing lien on, and first priority perfected security interest in, the Storm Recovery Bond Collateral in favor of the Indenture Trustee on behalf of the Secured Parties, which lien and security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing;

(e)[reserved];

(f)The Issuer has good and marketable title to the Storm Recovery Bond Collateral free and clear of any Lien, claim or encumbrance of any Person other than the Permitted Lien;

(g)All of the Storm Recovery Bond Collateral constitutes either Storm Recovery Property or accounts, deposit accounts, investment property or general intangibles (as each such term is defined in the UCC) except that proceeds of the Storm Recovery Bond Collateral may also take the form of instruments;

(h)The Issuer has taken, or caused the Servicer to take, all action necessary to perfect the security interest in the Storm Recovery Bond Collateral granted to the Indenture Trustee, for the benefit of the Secured Parties;

(i)The Issuer has filed (or has caused the Servicer to file) all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Storm Recovery Bond Collateral granted to the Indenture Trustee;

(j)The Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Issuer that include a description of the Storm Recovery Bond Collateral other than those filed in favor of the Indenture Trustee;

(k)The Issuer is not aware of any judgment or tax Lien filings against the Issuer;

(l)The Collection Account (including all Subaccounts thereof) constitutes a “securities account” within the meaning of the UCC;

(m)The Issuer has taken all steps necessary to cause the Securities Intermediary of each such securities account to identify in its records the Indenture Trustee as the person having a security entitlement against the Securities Intermediary in such securities account, the Collection Account is not in the name of any person other than the Indenture Trustee, and the Issuer has not consented to the Securities Intermediary to comply with entitlement orders of any person other than the Indenture Trustee;

(n)All of the Storm Recovery Bond Collateral constituting investment property has been and will have been credited to the Collection Account or a Subaccount thereof, and the Securities Intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the UCC. Accordingly, the Indenture Trustee has a first priority perfected security interest in the Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto; and

(o)The representations and warranties set forth in this Section 2.18 shall survive the execution and delivery of this Indenture and the issuance of any Storm Recovery Bonds, shall be deemed re‑made on each date on which any funds in the Collection Account are distributed to Issuer or otherwise released from the Lien of this Indenture and may not be waived by any party hereto except pursuant to a supplemental indenture executed in accordance with Article IX and as to which the Rating Agency Condition has been satisfied.

ARTICLE III

Covenants

SECTION .Payment of Principal, Premium, if any, and Interest

. The principal of and premium, if any, and interest on the Storm Recovery Bonds shall be duly and punctually paid by the Issuer, or the Servicer on behalf of the Issuer, in accordance with the terms of the Storm Recovery Bonds and this Indenture; provided that except on the Final Maturity Date or upon the acceleration of the Storm Recovery Bonds following the occurrence of an Event of Default, the Issuer shall only be obligated to pay the principal of such Storm Recovery Bonds on each Payment Date therefor to the extent moneys are available for such payment pursuant to Section 8.02. Amounts properly withheld under the Code or other tax laws by any Person from a payment to any Holder of interest or principal or premium, if any, shall be considered as having been paid by the Issuer to such Holder for all purposes of this Indenture.

SECTION .Maintenance of Office or Agency

. The Issuer shall maintain in the Borough of Manhattan, the City of New York, an office or agency at the Corporate Trust Office where Storm Recovery Bonds may be surrendered for registration of transfer or exchange. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders may be made at the office of the Indenture Trustee located at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders.

SECTION .Money for Payments To Be Held in Trust

. As provided in Section 8.02(a), all payments of amounts due and payable with respect to any Storm Recovery Bonds that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.02(d) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments with respect to any Storm Recovery Bonds shall be paid over to the Issuer except as provided in this Section 3.03 and Section 8.02.

Each Paying Agent shall meet the eligibility criteria set forth for any Indenture Trustee under Section 6.11. The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Storm Recovery Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Indenture Trustee and the Rating Agencies written notice of any Default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Storm Recovery Bonds;

(iii) at any time during the continuance of any such Default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately, with notice to the Rating Agencies, resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Storm Recovery Bonds if at any time the Paying Agent determines that it has ceased to meet the standards required to be met by a Paying Agent at the time of such determination; and

(v) comply with all requirements of the Code and other tax laws with respect to the withholding from any payments made by it on any Storm Recovery Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Storm Recovery Bond and remaining unclaimed for two (2) years after such amount has become due and payable shall be

discharged from such trust and be paid to the Issuer on an Issuer Request; and, subject to Section 10.15, the Holder of such Storm Recovery Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer, cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Holders whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

SECTION .Existence

. The Issuer shall keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Louisiana (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the other Basic Documents, the Storm Recovery Bonds, the Storm Recovery Bond Collateral and each other instrument or agreement referenced herein or therein.

SECTION .Protection of Storm Recovery Bond Collateral

. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all filings with the Council or the Louisiana UCC Filing Officer or under the NY UCC pursuant to the Financing Order or to the Storm Recovery Securitization Law and all financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

(i) maintain or preserve the Lien and security interest (and the priority thereof) of this Indenture and the Series Supplement or carry out more effectively the purposes hereof;

(ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iii) enforce any of the Storm Recovery Bond Collateral;

(iv) preserve and defend title to the Storm Recovery Bond Collateral and the rights of the Indenture Trustee and the Holders in such Storm Recovery Bond Collateral against the Claims of all Persons and parties, including, without limitation, the challenge by any party to the validity or enforceability of the Financing Order, any Tariff, the Storm Recovery Property or any proceeding relating thereto and institute any action or proceeding necessary to compel performance by the Council or the State of Louisiana of any of its obligations or duties under the Storm Recovery Securitization Law, the State Pledge, the Council Pledge or the Financing Order or any Tariff; or

(v) pay any and all taxes levied or assessed upon all or any part of the Storm Recovery Bond Collateral.

The Issuer shall furnish a copy of the recorded financing and continuation statement promptly to the Indenture Trustee, it being understood that the Indenture Trustee shall have no such obligation or any duty to prepare or file such documents.

SECTION .Opinions as to Storm Recovery Bond Collateral.

(a)On the Closing Date, the Issuer shall furnish to the Indenture Trustee Opinion(s) of Independent counsel of the Issuer either stating that, in the opinion of such counsel, (x) such action has been taken with respect to the recording and filing of the Issuer’s ownership interest (and, in the case that the last sentence of Section 2.01 of the Sale Agreement is operative, security interest) in the Storm Recovery Property and with respect to this Indenture, any indentures supplemental hereto, with respect to any other requisite documents, and with respect to the filing of any filings with the Council or the Louisiana UCC Filing Officer pursuant to the Storm Recovery Securitization Law, the Louisiana UCC and the Financing Order and any financing statements and continuation statements under the UCC of Louisiana or other requisite jurisdictions (including any financing statements and continuation statements required under the UCC of Louisiana or other requisite jurisdictions to perfect and make effective the Lien on the Storm Recovery Bond Collateral that is not Storm Recovery Property), as are necessary to perfect and make effective the Issuer’s ownership (or security) interest in the Storm Recovery Property and the Lien, and perfected security interest created by this Indenture and the Series Supplement, and no other Lien or security interest is equal or prior to the Lien and security interest of the Indenture Trustee in the Storm Recovery Bond Collateral (including in the Storm Recovery Bond Collateral that is not Storm Recovery Property), and reciting the details of such action, or (y) no such action is necessary to make effective such interest, Lien and security interest.

(b)Within ninety (90) days after the beginning of each calendar year beginning with the calendar year beginning January 1, 2016, the Issuer shall furnish to the Indenture Trustee Opinion(s) of Independent counsel of the Issuer either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re‑recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the filing of any filings with the Council or the Louisiana UCC Filing Officer pursuant to the Storm Recovery Securitization Law, the Louisiana UCC and the Financing Order and any financing statements and continuation statements under any other requisite jurisdictions as are necessary to maintain the Issuer’s perfected ownership interest (or in the case that the last sentence of Section 2.01 of the Sale Agreement is operative, security interest) in the Storm Recovery Property and the Lien created by this Indenture and the Series Supplement, and reciting the details of such action or stating that, in the opinion of such counsel, no such action is necessary to maintain such interest, Lien and security interest. Such Opinion(s) shall also describe the recording, filing, re‑recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any filings with the Council or the Louisiana UCC Filing Officer, and financing statements and continuation statements any other requisite jurisdictions that will, in the opinion of such counsel, be required within the twelve‑month period following the date of such opinion to maintain the Issuer’s perfected ownership interest (and, in the case that the last sentence of Section 2.01 of the Sale Agreement is operative, security interest) in the Storm Recovery Property and the interest, Lien and the perfected security interest created by this Indenture and the Series Supplement.

(c)Prior to the effectiveness of any amendment to the Sale Agreement or the Servicing Agreement, the Issuer shall furnish to the Indenture Trustee Opinion(s) of Independent counsel of the Issuer either (i) stating that, in the opinion of such counsel, all filings, including UCC financing statements and other filings with the Council and the Louisiana UCC Filing Officer pursuant to the Storm Recovery Securitization Law, the Louisiana UCC or other requisite jurisdictions or the Financing Order, have been executed and filed that are necessary fully to preserve and protect the Issuer’s perfected ownership interest (and, in the case that the last sentence of Section 2.01 of the Sale Agreement is operative, security interest) in the Storm Recovery Property and the interest, Lien and security interest of the Indenture Trustee in the Storm Recovery Property and the Storm Recovery Bond Collateral, respectively, and the proceeds thereof, and reciting the details of such filings or referring to prior Opinions 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, Lien and security interest.

SECTION .Performance of Obligations; Servicing; SEC Filings.

(a)The Issuer (i) shall diligently pursue any and all actions to enforce its rights under each instrument or agreement included in the Storm Recovery Bond Collateral and (ii) shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s covenants or obligations under any such instrument or agreement or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except, in each case, as expressly provided in this Indenture, the Series Supplement, the Sale Agreement, the Servicing Agreement or such other instrument or agreement.

(b)The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee herein or in an Officer’s Certificate shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer to assist the Issuer in performing its duties under this Indenture.

(c)The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the Series Supplement, the other Basic Documents and in the instruments and agreements included in the Storm Recovery Bond Collateral, including filing or causing to be filed all filings with the Council or the Louisiana UCC Filing Officer pursuant to the Storm Recovery Securitization Law or the Financing Order, all UCC financing statements and continuation statements required to be filed by it by the terms of this Indenture, the Series Supplement, the Sale Agreement and the Servicing Agreement in accordance with and within the time periods provided for herein and therein.

(d)If the Issuer shall have knowledge of the occurrence of a Servicer Default under the Servicing Agreement, the Issuer shall promptly give written notice thereof to the Indenture Trustee and the Rating Agencies, and shall specify in such notice the response or action, if any, the Issuer has taken or is taking with respect to such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Servicing Agreement with respect to the Storm Recovery Property, the Storm Recovery Bond Collateral or the Storm Recovery Charges, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e)As promptly as possible after the giving of notice of termination to the Servicer and the Rating Agencies of the Servicer’s rights and powers pursuant toSection 7.01 of the Servicing Agreement, the Indenture Trustee shall, at the written direction of the Holders evidencing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds, appoint a successor Servicer (the “Successor Servicer”), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Issuer and the Indenture Trustee. A Person shall qualify as a Successor Servicer only if such Person satisfies the requirements of the Servicing Agreement. If within thirty (30) days after the delivery of the notice referred to above, a new Servicer shall not have been appointed, the Indenture Trustee may petition the Council or a court of competent jurisdiction to appoint a Successor Servicer. In connection with any such appointment, ENO may make such arrangements for the compensation of such Successor Servicer as it and such successor shall agree, subject to the limitations set forth in Section 8.02 and in the Servicing Agreement.

(f)Upon any termination of the Servicer’s rights and powers pursuant to the Servicing Agreement, the Indenture Trustee shall promptly notify the Issuer, the Holders and the Rating Agencies. As soon as a Successor Servicer is appointed, the Indenture Trustee shall notify the Issuer, the Holders and the Rating Agencies of such appointment, specifying in such notice the name and address of such Successor Servicer.

(g)The Issuer shall (or shall cause the Sponsor to) post on its website (or the Sponsor’s or an affiliate’s website) and file with or furnish to the SEC in periodic reports and other reports as are required from time to time under Section 13 or Section 15(d) of the Exchange Act (to the extent permitted by and consistent with the Issuer’s and the Sponsor’s obligations under applicable law) and post on its website (or

the Sponsor’s or an affiliate’s website) for investors the following information with respect to the Outstanding Storm Recovery Bonds to the extent such information is reasonably available to the Issuer:

(i) statements of any remittances of Storm Recovery Charges made to the Indenture Trustee during the six month period ending on the most recent Payment Date (to be included in a Form 10‑D or Form 10‑K, or successor forms thereto);

(ii) a statement reporting the balances in the Collection Account and in each Subaccount of the Collection Account as of the end of business on the most recent Payment Date (to be included in a Form 10‑D or Form 10‑K, or successor forms thereto);

(iii) a statement showing the balance of Outstanding Storm Recovery Bonds as of the end of business on the most recent Payment Date that reflects the actual periodic payments made on the Storm Recovery Bonds versus the expected periodic payments (to be included in the next Form 10‑D or Form 10‑K filed, or successor forms thereto);

(iv) the Semi-Annual Servicer’s Certificate and the Monthly Servicer’s Certificate which are required to be submitted pursuant to the Servicing Agreement (to be filed with a Form 10‑D, Form 10‑K or Form 8‑K, or successor forms thereto);

(v) any change in the long‑term or short‑term credit ratings of the Servicer assigned by the Rating Agencies;

(vi) material legislative or regulatory developments directly relevant to the Outstanding Storm Recovery Bonds (to be filed or furnished in a Form 8‑K); and

(vii) any reports and other information that the Issuer is required to file with the SEC under the Exchange Act.

At the written direction of the Issuer, the Indenture Trustee shall post on the Indenture Trustee's website for investors (based solely on information set forth in the Semi-Annual Servicer's Certificate) with respect to the Outstanding Storm Recovery Bonds, to the extent such information is set forth in the Semi-Annual Servicer's Certificate, a statement showing the balance of Outstanding Storm Recovery Bonds that reflects the actual payments made on the Storm Recovery Bonds during the applicable period. The address of the Indenture Trustee's website for investors is https://gctinvestorreporting.bnymellon.com. The Indenture Trustee shall immediately notify the Issuer, the Holders and the Rating Agencies of any change to the address of the website for investors. As of the Closing Date, the address of the Sponsor’s website for investors is http://www.entergy.com/investor_relations/securitization_filings.aspx.

Notwithstanding the foregoing, nothing herein shall preclude the Issuer from voluntarily suspending or terminating its filing obligations as Issuer with the SEC to the extent permitted by applicable law.

(h)The Issuer shall make all filings required under the Storm Recovery Securitization Law relating to the transfer of the ownership or security interest in the Storm Recovery Property other than those required to be made by the Seller or the Servicer pursuant to the Basic Documents.

SECTION .Certain Negative Covenants

. So long as any Storm Recovery Bonds are Outstanding, the Issuer shall not:

(i) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Storm Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V;

(ii) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Storm Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Storm Recovery Bond Collateral;

(iii) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10;

(iv) (A) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Storm Recovery Bonds under this Indenture except as may be expressly permitted hereby, (B) permit any Lien (other than the Lien of this Indenture or the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Storm Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due) or (C) permit the Lien of the Series Supplement not to constitute a valid first priority perfected security interest in the Storm Recovery Bond Collateral;

(v) enter into any swap, hedge or similar financial instrument;

(vi) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer;

(vii) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement;

(viii) take any action which is subject to the Rating Agency Condition without satisfying the Rating Agency Condition;

(ix) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or

(x) issue any storm recovery bonds under the Storm Recovery Securitization Law or any similar law (other than the Storm Recovery Bonds).

SECTION .Annual Statement as to Compliance

. The Issuer will deliver to the Indenture Trustee and the Rating Agencies not later than March 31 of each year (commencing with March 31, 2016), an Officer’s Certificate stating, as to the Responsible Officer signing such Officer’s Certificate, that:

(i) a review of the activities of the Issuer during the preceding twelve (12) months ended December 31 (or, in the case of the first such Officer’s Certificate, since the Closing Date) and of performance under this Indenture has been made; and

(ii) to the best of such Responsible Officer’s knowledge, based on such review, the Issuer has in all material respects complied with all conditions and covenants under this Indenture throughout such twelve‑month period (or such shorter period in the case of the first such Officer’s Certificate), or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Responsible Officer and the nature and status thereof.

SECTION .Issuer May Consolidate, etc., Only on Certain Terms.

(a)The Issuer shall not consolidate or merge with or into any other Person, unless:

(i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (A) be a Person organized and existing under the laws of the United States of America or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture and the Series Supplement on the part of the Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party;

(ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation;

(iv) the Issuer shall have delivered to ENO, the Indenture Trustee and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to ENO and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that, as a result of the consolidation or merger, (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Storm Recovery Bonds will be treated as debt of the Issuer’s sole owner for United States federal income tax purposes and (b) for United States federal income tax purposes, the issuance of the Storm Recovery Bonds will not result in gross income to the Seller;

(v) any action as is necessary to maintain the Issuer’s perfected security interest in the Storm Recovery Property and the Lien and the first priority perfected security interest in the Storm Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Independent counsel of the Issuer delivered to the Indenture Trustee; and

(vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Independent counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture, the Series Supplement and that all conditions precedent herein provided for in this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

(b)Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Storm Recovery Bond Collateral, to any Person, unless:

(i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein and in the Series Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, (D) unless otherwise provided in the supplemental indenture referred to in clause (B) above, expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the Series Supplement and the Storm Recovery Bonds, (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate

Person) required by the Exchange Act in connection with the Storm Recovery Bonds and (F) if such sale, conveyance, exchange, transfer or disposal relates to the Issuer’s rights and obligations under the Sale Agreement or the Servicing Agreement, assume all obligations and succeed to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable;

(ii) immediately after giving effect to such transaction, no Default, Event of Default or Servicer Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv) the Issuer shall have delivered to ENO, the Indenture Trustee and the Rating Agencies an opinion or opinions of Independent tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to ENO and the Indenture Trustee, and which may be based on a ruling from the Internal Revenue Service) to the effect that, as a result of the disposition, (a) the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Storm Recovery Bonds will be treated as debt of the Issuer’s sole owner for United States federal income tax purposes and (b) for United States federal income tax purposes, the issuance of the Storm Recovery Bonds will not result in gross income to the Seller;

(v) any action as is necessary to maintain the Issuer’s perfected security interest in the Storm Recovery Property and the Lien and the first priority perfected security interest in the Storm Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of the Issuer delivered to the Indenture Trustee; and

(vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of the Issuer each stating that such sale, conveyance, exchange, transfer or other disposition and such supplemental indenture comply with this Indenture and the Series Supplement and that all conditions precedent herein provided for in this Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act).

SECTION .Successor or Transferee.

(a)Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b)Except as set forth in Section 6.07, upon a sale, conveyance, exchange, transfer or other disposition of all the assets and properties of the Issuer in accordance with Section 3.10(b), the Issuer will be released from every covenant and agreement of this Indenture and the other Basic Documents to be observed or performed on the part of the Issuer with respect to the Storm Recovery Bonds and the Storm Recovery Property immediately following the consummation of such acquisition upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuer is to be so released.

SECTION .No Other Business

. The Issuer shall not engage in any business other than financing, purchasing, owning and managing the Storm Recovery Property and the other Storm Recovery Bond Collateral and the issuance of the Storm Recovery Bonds in the manner contemplated by the Financing Order and this Indenture and the Basic Documents and activities incidental thereto.

SECTION .No Borrowing

. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Storm Recovery Bonds and any other indebtedness expressly permitted by or arising under the Basic Documents.

SECTION .Servicer’s Obligations

. The Issuer shall enforce the Servicer’s compliance with and performance of all of the Servicer’s material obligations under the Servicing Agreement.

SECTION .Guarantees, Loans, Advances and Other Liabilities

. Except as otherwise contemplated by the Sale Agreement, the Servicing Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

SECTION .Capital Expenditures

. Other than the purchase of Storm Recovery Property from the Seller on the Closing Date and other than expenditures made out of available funds in an aggregate amount not to exceed $25,000 in any calendar year, the Issuer shall not make any expenditure (by long‑term or operating lease or otherwise) for capital assets (either realty or personalty).

SECTION .Restricted Payments

. Except as provided in Section 8.04(c), the Issuer shall not, directly or indirectly, (a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to any owner of an interest in the Issuer or otherwise with respect to any ownership or equity interest or similar security in or of the Issuer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security or (c) set aside or otherwise segregate any amounts for any such purpose; provided, however, that, if no Event of Default shall have occurred and be continuing or would be caused thereby, the Issuer may make, or cause to be made, any such distributions to any owner of an interest in the Issuer or otherwise with respect to any ownership or equity interest or similar security in or of the Issuer using funds distributed to the Issuer pursuant to Section 8.02(e)(x) to the extent that such distributions would not cause the balance of the Capital Subaccount to decline below the Required Capital Level. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the other Basic Documents.

SECTION .Notice of Events of Default

. The Issuer agrees to give the Indenture Trustee, the Council and the Rating Agencies prompt written notice of each Default or Event of Default hereunder as provided in Section 5.01, and each default on the part of the Seller or the Servicer of its obligations under the Sale Agreement or the Servicing Agreement, respectively.

SECTION .Further Instruments and Acts

. Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture and to maintain the Issuer’s perfected ownership interest (and, in the case that the last sentence of Section 2.01 of the Sale Agreement is operative, security interest) in the Storm Recovery Property and the first priority perfected security interest of the Indenture Trustee in the Storm Recovery Bond Collateral.

SECTION .Inspection

. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records,

reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited annually by Independent registered public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and Independent registered public accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Notwithstanding anything herein to the contrary, the preceding sentence shall not be construed to prohibit (a) disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Issuer, provided such parties are rightfully in possession of such information, (b) disclosure of any and all information (i) if required to do so by any applicable statute, law, rule or regulation, (ii) pursuant to any subpoena, civil investigative demand or similar demand or request of any court or regulatory authority exercising its proper jurisdiction, (iii) in any preliminary or final offering circular, registration statement or other document a copy of which has been filed with the SEC, (iv) to any affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same, provided that such parties agree to be bound by the confidentiality provisions contained in this Section 3.20, or (v) to any Rating Agency or (c) any other disclosure authorized by the Issuer.

SECTION .Sale Agreement, Servicing Agreement, and Administration Agreement Covenants.

(a)The Issuer agrees to take all such lawful actions to enforce its rights under the Sale Agreement, the Servicing Agreement, the Administration Agreement and the other Basic Documents, and to compel or secure the performance and observance by the Seller, the Servicer, the Administrator and ENO of each of their respective obligations to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement, the Administration Agreement and the other Basic Documents in accordance with the terms thereof. So long as no Event of Default occurs and is continuing, but subject to Section 3.21(f), the Issuer may exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Servicing Agreement and the Administration Agreement; provided that such action shall not adversely affect the interests of the Holders in any material respect.

(b)If an Event of Default occurs and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of Holders of a majority of the Outstanding Amount of Storm Recovery Bonds shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, ENO, the Administrator and the Servicer, as the case may be, under or in connection with the Sale Agreement, the Servicing Agreement and the Administration Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, ENO, the Administrator or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale Agreement, the Servicing Agreement and the Administration Agreement, and any right of the Issuer to take such action shall be suspended.

(c)Except as set forth in Section 3.21(e), if the proposed amendment is reasonably anticipated to increase Ongoing Financing Costs, the consent of the Council pursuant to Section 9.03, the Administration Agreement, the Sale Agreement and the Servicing Agreement may be amended in accordance with the provisions thereof, so long as the Rating Agency Condition is satisfied in connection therewith, at any time and from time to time, without the consent of the Holders of Storm Recovery Bonds; provided that such amendment, as evidenced by an Opinion of Independent counsel of the Issuer, shall not adversely affect the interest of any Holder of Storm Recovery Bonds in any material respect; and provided that the Council may at any time order the Servicer to account for any interest earnings on SRC Payments without the consent or approval of the Indenture Trustee or the Holders of the Storm Recovery Bonds.

(d)Except as set forth in Section 3.21(e), if the Issuer, the Seller, ENO, the Administrator, the Servicer or any other party to the respective agreement proposes to amend, modify, waive, supplement,

terminate or surrender, or agree to any amendment, modification, waiver, supplement, termination or surrender of, the terms of the Sale Agreement, the Administration Agreement, or the Servicing Agreement, or waive timely performance or observance by the Seller, ENO, the Administrator or the Servicer under the Sale Agreement, the Administration Agreement or the Servicing Agreement, in each case in such a way as would materially and adversely affect the interests of any Holder of Storm Recovery Bonds, the Issuer shall first notify the Rating Agencies of the proposed amendment, modification, waiver, supplement, termination or surrender and shall promptly notify the Indenture Trustee and the Council in writing and the Indenture Trustee shall notify the Holders of the Storm Recovery Bonds of the proposed amendment, modification, waiver, supplement, termination or surrender and whether the Rating Agency Condition has been satisfied with respect thereto. The Indenture Trustee shall consent to such proposed amendment, modification, waiver, supplement, termination or surrender only with the prior written consent of the Holders of a majority of the Outstanding Amount of the Storm Recovery Bonds materially and adversely affected thereby and if the Rating Agency Condition is satisfied and, if the proposed amendment, modification, waiver, supplement, termination or surrender is reasonably anticipated to increase Ongoing Financing Costs as defined in the Financing Order, the consent of the Council pursuant to Section 9.03. If any such amendment, modification, waiver, supplement, termination or surrender shall be so consented to by the Indenture Trustee or such Holders, the Issuer agrees to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as shall be necessary or appropriate in the circumstances.

(e)If the Issuer or the Servicer proposes to amend, modify, waive, supplement, terminate or surrender, or to agree to any amendment, modification, supplement, termination, waiver or surrender of, the process for True‑Up Adjustments, the Issuer shall notify the Council and the Indenture Trustee in writing and the Indenture Trustee shall notify the Holders of the Storm Recovery Bonds of such proposal and the Indenture Trustee shall consent thereto only with the prior written consent of the Holders of a majority of the Outstanding Amount of Storm Recovery Bonds and only if the Rating Agency Condition has been satisfied with respect thereto.

(f)Promptly following a default by the Seller under the Sale Agreement, by the Administrator under the Administration Agreement or the occurrence of a Servicer Default under the Servicing Agreement, and at the Issuer’s expense, the Issuer agrees to take all such lawful actions as the Indenture Trustee may request to compel or secure the performance and observance by each of the Seller, ENO, the Administrator or the Servicer of their obligations under and in accordance with the Sale Agreement, the Servicing Agreement and the Administration Agreement, as the case may be, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with such agreements to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of any default by the Seller, ENO, the Administrator or the Servicer, respectively, thereunder and the institution of legal or administrative actions or Proceedings to compel or secure performance of their obligations under the Sale Agreement, the Servicing Agreement or the Administration Agreement, as applicable.

Before consenting to any amendment, modification, supplement, termination, waiver or surrender under Sections 3.21(d) or (e), the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion stating that such action is authorized or permitted by this Indenture.

SECTION .Taxes

. So long as any of the Storm Recovery Bonds are Outstanding, the Issuer shall pay or cause to be paid all taxes, assessments and governmental charges imposed upon it or any of its properties or assets or with respect to any of its franchises, business, income or property before any penalty accrues thereon if the failure to pay any such taxes, assessments and governmental charges would, after any applicable grace periods, notices or other similar requirements, result in a Lien on the Storm Recovery Bond Collateral; provided that no such tax need be paid if the Issuer is contesting or causing to be contested the same in good

faith by appropriate proceedings promptly instituted and diligently conducted and if the Issuer has established appropriate reserves as shall be required in conformity with generally accepted accounting principles.

SECTION .Volcker Rule

SECTION .. The Issuer is structured so as not to be a "covered fund" under the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), commonly known as the “Volcker Rule.”

ARTICLE IV

Satisfaction and Discharge; Defeasance

SECTION .Satisfaction and Discharge of Indenture; Defeasance.

(a)This Indenture shall cease to be of further effect with respect to the Storm Recovery Bonds and the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Storm Recovery Bonds, when:

(i) either

(A) all Storm Recovery Bonds theretofore authenticated and delivered (other than (1) Storm Recovery Bonds that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Storm Recovery Bonds for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in the last paragraph of Section 3.03) have been delivered to the Indenture Trustee for cancellation; or

(B) either (1) the Scheduled Final Payment Date has occurred with respect to all Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation or (2) such Storm Recovery Bonds will be due and payable on the Scheduled Final Payment Date within one year, and in any such case, the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (i) cash and/or (ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on such Storm Recovery Bonds not theretofore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to such Storm Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on such Storm Recovery Bonds when due;

(ii) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer with respect to the Storm Recovery Bonds; and

(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Independent counsel of the Issuer and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of registered public accountants, each meeting the applicable requirements of Section 10.01(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to Storm Recovery Bonds have been complied with.

(b)Subject to Sections 4.01(c) and 4.02, the Issuer at any time may terminate (i) all its obligations under this Indenture with respect to the Storm Recovery Bonds (“Legal Defeasance Option”) or (ii) its obligations under Sections 3.04, 3.05, 3.06, 3.07, 3.08, 3.09, 3.10, 3.12, 3.13, 3.14, 3.15, 3.16, 3.17, 3.18 and 3.19 and the operation of Section 5.01(iii) (“Covenant Defeasance Option”) with respect to the Storm Recovery Bonds. The Issuer may exercise the Legal Defeasance Option with respect to the Storm Recovery Bonds notwithstanding its prior exercise of the Covenant Defeasance Option.

If the Issuer exercises the Legal Defeasance Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default. If the Issuer exercises the Covenant Defeasance

Option, the maturity of the Storm Recovery Bonds may not be accelerated because of an Event of Default specified in Section 5.01(iii).

Upon satisfaction of the conditions set forth herein to the exercise of the Legal Defeasance Option or the Covenant Defeasance Option, the Indenture Trustee, on reasonable written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of the obligations that are terminated pursuant to such exercise.

(c)Notwithstanding Sections 4.01(a) and 4.01(b) above, (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Storm Recovery Bonds, (iii) rights of Holders to receive payments of principal, premium, if any, and interest, (iv) Sections 4.03 and 4.04, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.03) and (vi) the rights of Holders as beneficiaries hereof with respect to the property deposited with the Indenture Trustee payable to all or any of them, shall survive until the Storm Recovery Bonds as to which this Indenture or certain obligations hereunder have been satisfied and discharged pursuant to Section 4.01(a) or 4.01(b) have been paid in full. Thereafter the obligations in Sections 6.07 and 4.04 shall survive.

SECTION .Conditions to Defeasance

. The Issuer may exercise the Legal Defeasance Option or the Covenant Defeasance Option with respect to any of the Storm Recovery Bonds only if:

(a)the Issuer has irrevocably deposited or caused to be irrevocably deposited in trust with the Indenture Trustee (i) cash and/or (ii) U.S. Government Obligations which through the scheduled payments of principal and interest in respect thereof in accordance with their terms are in an amount sufficient to pay principal, interest and premium, if any, on the Storm Recovery Bonds not therefore delivered to the Indenture Trustee for cancellation and all other sums payable hereunder by the Issuer with respect to the Storm Recovery Bonds when scheduled to be paid and to discharge the entire indebtedness on the Storm Recovery Bonds when due;

(b)the Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of Independent registered public accountants expressing its opinion that the payments of principal and interest when due and without reinvestment of the deposited U.S. Government Obligations plus any deposited cash without investment will provide cash at such times and in such amounts (but, in the case of the Legal Defeasance Option only, not more than such amounts) as will be sufficient to pay in respect of the Storm Recovery Bonds (i) principal in accordance with the Expected Amortization Schedule therefor, (ii) interest when due and (iii) all other sums payable hereunder by the Issuer with respect to such Storm Recovery Bonds;

(c)in the case of the Legal Defeasance Option, ninety‑five (95) days pass after the deposit is made and during the ninety‑five (95) day period no Default specified in Section 5.01(v) or (vi) occurs which is continuing at the end of the period;

(d)no Default has occurred and is continuing on the day of such deposit and after giving effect thereto;

(e)in the case of an exercise of the Legal Defeasance Option, the Issuer shall have delivered to the Indenture Trustee an Opinion of Independent tax counsel of the Issuer stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of the Storm Recovery Bonds will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

(f)in the case of an exercise of the Covenant Defeasance Option, the Issuer shall have delivered to the Indenture Trustee an Opinion of Independent tax counsel of the Issuer to the effect that the Holders of the Storm Recovery Bonds will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(g)the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the Legal Defeasance Option or the Covenant Defeasance Option, as applicable, have been complied with as required by this Article IV;

(h)the Issuer delivers to the Indenture Trustee an Opinion of Independent counsel of the Issuer to the effect that (i) in a case under the Bankruptcy Code in which ENO (or any of its Affiliates, other than the Issuer) is the debtor, the court would hold that the deposited moneys or U.S. Government Obligations would not be in the bankruptcy estate of ENO (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government Obligations); and (ii) in the event ENO (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government Obligations) were to be a debtor in a case under the Bankruptcy Code, the court would not disregard the separate legal existence of ENO (or any of its Affiliates, other than the Issuer, that deposited the moneys or U.S. Government Obligations) and the Issuer so as to order substantive consolidation under the Bankruptcy Code of the Issuer’s assets and liabilities with the assets and liabilities of ENO or such other Affiliate; and

(i)the Rating Agency Condition shall have been satisfied with respect to the exercise of any Legal Defeasance Option or Covenant Defeasance Option.

Notwithstanding any other provision of this Section 4.02, no delivery of moneys or U.S. Government Obligations to the Indenture Trustee shall terminate any obligation of the Issuer to the Indenture Trustee under this Indenture or the Series Supplement or any obligation of the Issuer to apply such moneys or U.S. Government Obligations under Section 4.03 until principal of and premium, if any, and interest on such Storm Recovery Bonds shall have been paid in accordance with the provisions of this Indenture and the Series Supplement.

SECTION .Application of Trust Money

. All moneys or U.S. Government Obligations deposited with the Indenture Trustee pursuant to Section 4.01 or 4.02 shall be held in trust and applied by it, in accordance with the provisions of the Storm Recovery Bonds and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Storm Recovery Bonds for the payment of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal, premium, if any, and interest; but such moneys need not be segregated from other funds except to the extent required herein or in the Servicing Agreement or required by law. Notwithstanding anything to the contrary in this Article IV, the Indenture Trustee shall deliver or pay to the Issuer from time to time upon Issuer Request any moneys or U.S. Government Obligations held by it pursuant to Section 4.02 which, in the opinion of a nationally recognized firm of Independent registered public accountants expressed in a written certification thereof delivered to the Indenture Trustee (and not at the cost or expense of the Indenture Trustee), are in excess of the amount thereof which would be required to be deposited for the purpose for which such moneys or U.S. Government Obligations were deposited, provided that any such payment shall be subject to the satisfaction of the Rating Agency Condition.

SECTION .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 Storm Recovery Bonds, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Storm Recovery Bonds shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held

and applied according to Section 3.03 and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

ARTICLE V

Remedies

SECTION .Events of Default

. “Event of Default” with respect to the Storm Recovery Bonds, wherever used herein, means any one or more of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) default in the payment of any interest on any Storm Recovery Bond when the same becomes due and payable (whether such failure to pay interest is caused by a shortfall in Storm Recovery Charges received or otherwise), and such default shall continue for a period of five (5) Business Days; or

(ii) default in the payment of the then unpaid principal of the Storm Recovery Bonds of any Tranche on the Final Maturity Date; or

(iii) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than defaults specified in clauses (i) or (ii)above), and such default shall continue or not be cured, for a period of thirty (30) days after the earlier of (A) the date that there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Storm Recovery Bonds, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder or (B) the date that the Issuer has actual knowledge of the default; or

(iv) any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, within thirty (30) days after the earlier of (A) the date that there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Storm Recovery Bonds, a written notice specifying such incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder or (B) the date the Issuer has actual knowledge of the default, or

(v) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Storm Recovery Bond Collateral in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Storm Recovery Bond Collateral, or ordering the winding‑up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or

(vi) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case or proceeding under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Storm Recovery Bond Collateral, or the making by the Issuer of any general

assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing; or

(vii) any act or failure to act by the State of Louisiana or any of its agencies, officers or employees that violates or is not in accordance with the State Pledge or by the Council or any of its members, officers or employees that violates or is not in accordance with the Council Pledge; or

(viii) any other event designated as such in the Series Supplement.

The Issuer shall deliver to a Responsible Officer of the Indenture Trustee and to the Rating Agencies, within five (5) days after a Responsible Officer of the Issuer has knowledge of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event (I) which is an Event of Default under clauses (i), (ii), (v), (vi), (vii), or (viii) or (II) which with the giving of notice, the lapse of time, or both, would become an Event of Default under clause (iii) or (iv), including, in each case, the status of such Event of Default and what action the Issuer is taking or proposes to take with respect thereto.

SECTION .Acceleration of Maturity; Rescission and Annulment

. If an Event of Default (other than an Event of Default under clause (vii)of Section 5.01) should occur and be continuing, then and in every such case the Indenture Trustee or the Holders representing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds may declare the Storm Recovery Bonds to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Holders), and upon any such declaration the unpaid principal amount of the Storm Recovery Bonds, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article V provided, the Holders representing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(A) all payments of principal of and premium, if any, and interest on all Storm Recovery Bonds due and owing at such time as if such Event of Default had not occurred and was not continuing and all other amounts that would then be due hereunder or upon the Storm Recovery Bonds if the Event of Default giving rise to such acceleration had not occurred; and

(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and

(ii) all Events of Default, other than the nonpayment of the principal of the Storm Recovery Bonds that have become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

SECTION .Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a)If an Event of Default under Section 5.01(i) or (ii) has occurred and is continuing, subject to Section 10.18, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and, subject to the limitations on recourse set forth herein, may enforce the same against the

Issuer or other obligor upon such Storm Recovery Bonds and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Storm Recovery Bonds, wherever situated the moneys payable, or the related Storm Recovery Bond Collateral and the proceeds thereof, the whole amount then due and payable on the Storm Recovery Bonds for principal, premium, if any, and interest, with interest upon the overdue principal and premium, if any, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest, at the respective rate borne by the Storm Recovery Bonds or the applicable Tranche and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

(b)If an Event of Default (other than Event of Default under clause (vii) of Section 5.01) occurs and is continuing, the Indenture Trustee shall, as more particularly provided in Section 5.04, in its discretion, proceed to protect and enforce its rights and the rights of the Holders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture and the Series Supplement or by law, including foreclosing or otherwise enforcing the Lien of the Storm Recovery Bond Collateral securing the Storm Recovery Bonds or applying to a court of competent jurisdiction for sequestration of revenues arising with respect to the Storm Recovery Property.

(c)If an Event of Default under Section 5.01(v) or (vi) has occurred and is continuing, the Indenture Trustee, irrespective of whether the principal of any Storm Recovery Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.04, shall be entitled and empowered, by intervention in any Proceedings related to such Event of Default or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Storm Recovery Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Holders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders in any election of a trustee in bankruptcy, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Holders and of the Indenture Trustee on their behalf; and

(iv) to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders allowed in any judicial proceeding relative to the Issuer, its creditors and its property.

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Holders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Holders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

(d)Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Storm Recovery Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(e)All rights of action and of asserting claims under this Indenture, or under any of the Storm Recovery Bonds, may be enforced by the Indenture Trustee without the possession of any of the Storm Recovery Bonds or the production thereof in any trial or other Proceedings relative thereto, and any such action or proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Storm Recovery Bonds.

(f)In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Storm Recovery Bonds, and it shall not be necessary to make any Holder a party to any such Proceedings.

SECTION .Remedies; Priorities.

(a)If an Event of Default (other than an Event of Default under clause (vii) of Section 5.01) shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.05):

(i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Storm Recovery Bonds or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, and, subject to the limitations on recovery set forth herein, enforce any judgment obtained, and collect from the Issuer or any other obligor moneys adjudged due upon such Storm Recovery Bonds;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Storm Recovery Bond Collateral;

(iii) exercise any remedies of a secured party under the UCC, the Storm Recovery Securitization Law or any other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Storm Recovery Bonds;

(iv) at the written direction of the Holders of 100% of the Outstanding Amount of the Storm Recovery Bonds, sell the Storm Recovery Bond Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law; and

(v) exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Administrator, ENO or the Servicer under or in connection with, and pursuant to the terms of, the Sale Agreement, the Administration Agreement or the Servicing Agreement;

provided, however, that the Indenture Trustee may not sell or otherwise liquidate any portion of the Storm Recovery Bond Collateral following such an Event of Default, other than an Event of Default described in Section 5.01(i), or (ii), with respect to the Storm Recovery Bonds unless (A) the Holders of 100% of the Outstanding Amount of the Storm Recovery Bonds consent thereto, (B) the proceeds of such sale or liquidation distributable to the Holders are sufficient to discharge in full all amounts then due and unpaid upon the Storm Recovery Bonds for principal and interest after taking into account payment of all amounts due prior thereto pursuant to the priorities set forth in Section 8.02(e) or (C) the Indenture Trustee determines that the Storm Recovery Bond Collateral will not continue to provide sufficient funds for all payments on the Storm Recovery Bonds as they would have become due if the Storm Recovery Bonds had not been declared due and payable, and the Indenture Trustee obtains the written consent of Holders of 66‑2/3% of

the Outstanding Amount of the Storm Recovery Bonds. In determining such sufficiency or insufficiency with respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Storm Recovery Bond Collateral for such purpose.

(b)If an Event of Default under clause (vii) of Section 5.01 shall have occurred and be continuing, the Indenture Trustee, for the benefit of the Secured Parties, shall be entitled and empowered to the extent permitted by applicable law, to institute or participate in Proceedings necessary to compel performance of or to enforce the State Pledge or the Council Pledge and to collect any monetary damages incurred by the Holders or the Indenture Trustee as a result of any such Event of Default, and may prosecute any such Proceeding to final judgment or decree. Such remedy shall be the only remedy that the Indenture Trustee may exercise if the only Event of Default that has occurred and is continuing is an Event of Default under Section 5.01(vii).

(c)If the Indenture Trustee collects any money pursuant to this Article V, it shall pay out such money in accordance with the priorities set forth in Section 8.02(e).

SECTION .Optional Preservation of the Storm Recovery Bond Collateral

. If the Storm Recovery Bonds have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the related Storm Recovery Bond Collateral. It is the desire of the parties hereto and the Holders that there be at all times sufficient funds for the payment of principal of and premium, if any, and interest on the Storm Recovery Bonds, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Storm Recovery Bond Collateral. In determining whether to maintain possession of the Storm Recovery Bond Collateral or sell or liquidate the same, the Indenture Trustee may, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Storm Recovery Bond Collateral for such purpose.

SECTION .Limitation of Suits

. Notwithstanding any provision hereof to the contrary, but subject to Section 5.07 hereof, no Holder of any Storm Recovery Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Storm Recovery Securitization Law or to avail itself of the right to foreclose on the Storm Recovery Bond Collateral or otherwise enforce the Lien and the security interest on the Storm Recovery Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default;

(ii) the Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(iii) such Holder or Holders have offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(iv) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(v) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty‑day period by the Holders of a majority of the Outstanding Amount of the Storm Recovery Bonds;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Storm Recovery Bonds, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

SECTION .Unconditional Rights of Holders To Receive Principal, Premium, if any, and Interest

. Notwithstanding any other provisions in this Indenture, the Holder of any Storm Recovery Bond shall have the right, which is absolute and unconditional, (a) to receive payment of (i) the interest, if any, on such Storm Recovery Bond on the due dates thereof expressed in such Storm Recovery Bond or in this Indenture or (ii) the unpaid principal, if any, of such Storm Recovery Bonds on the Final Maturity Date therefor and (b) to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

SECTION .Restoration of Rights and Remedies

. If the Indenture Trustee or any Holder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Holder, then and in every such case the Issuer, the Indenture Trustee and the Holders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Holders shall continue as though no such Proceeding had been instituted.

SECTION .Rights and Remedies Cumulative

. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION .Delay or Omission Not a Waiver

. No delay or omission of the Indenture Trustee or any Holder to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Holders, as the case may be.

SECTION .Control by Holders

. The Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Storm Recovery Bonds of such Tranche or Tranches

or exercising any trust or power conferred on the Indenture Trustee with respect to such Tranche or Tranches; provided that:

(i) such direction shall not be in conflict with any rule of law or with this Indenture and shall not involve the Indenture Trustee in any personal liability or expense;

(ii) subject to other conditions specified in Section 5.04, any direction to the Indenture Trustee to sell or liquidate any Storm Recovery Bond Collateral shall be by the Holders representing not less than 100% of the Outstanding Amount of the Storm Recovery Bonds;

(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Storm Recovery Bond Collateral pursuant to Section 5.05, then any direction to the Indenture Trustee by Holders representing less than 100% of the Outstanding Amount of the Storm Recovery Bonds to sell or liquidate the Storm Recovery Bond Collateral shall be of no force and effect; and

(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;

provided, however, that, the Indenture Trustee’s duties shall be subject to Section 6.01, and the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Holders not consenting to such action. Furthermore and without limiting the foregoing, the Indenture Trustee shall not be required to take any action for which it reasonably believes that it will not be indemnified to its satisfaction against any cost, expense or liabilities.

SECTION .Waiver of Past Defaults

. Prior to the declaration of the acceleration of the maturity of the Storm Recovery Bonds as provided in Section 5.02, the Holders representing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds of an affected Tranche may waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or premium, if any, or interest on any of the Storm Recovery Bonds or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of the Storm Recovery Bonds of all Tranches affected. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

SECTION .Undertaking for Costs

. All parties to this Indenture agree, and each Holder of any Storm Recovery Bond by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Holder, or group of Holders, in each case holding in the aggregate more than ten (10) percent of the Outstanding Amount of the Storm Recovery Bonds or (c) any suit instituted by any Holder for the enforcement of the payment of (i) interest on any Storm Recovery Bond on or after the due dates expressed in such Storm

Recovery Bond and in this Indenture or (ii) the unpaid principal, if any, of any Storm Recovery Bond on or after the Final Maturity Date therefor.

SECTION .Waiver of Stay or Extension Laws

. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION .Action on Storm Recovery Bonds

. The Indenture Trustee’s right to seek and recover judgment on the Storm Recovery Bonds or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Holders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Storm Recovery Bond Collateral or any other assets of the Issuer.

ARTICLEVI

The Indenture Trustee

SECTION .Duties of Indenture Trustee.

(a)If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture.

(c)The Indenture Trustee may not be relieved from liability for its own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.01;

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it hereunder.

(d)Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b)and (c) of this Section 6.01.

(e)The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(f)Money held in trust by the Indenture Trustee need not be segregated from other funds held by the Indenture Trustee except to the extent required by law or the terms of this Indenture, the Sale Agreement, the Servicing Agreement or the Administration Agreement.

(g)No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it.

(h)Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.01 and to the provisions of the TIA.

(i)In the event that the Indenture Trustee is also acting as Paying Agent or Storm Recovery Bond Registrar hereunder, the protections of this Article VI shall also be afforded to the Indenture Trustee in its capacity as Paying Agent or Storm Recovery Bond Registrar.

(j)Except for the express duties of the Indenture Trustee with respect to the administrative functions set forth in the Basic Documents, the Indenture Trustee shall have no obligation to administer, service or collect Storm Recovery Property or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Storm Recovery Property.

(k)Under no circumstance shall the Indenture Trustee be liable for any indebtedness of the Issuer, the Servicer or the Seller evidenced by or arising under the Storm Recovery Bonds or the Basic Documents.

(l)Commencing with March 15, 2016, on or before March 15 of each fiscal year ending December 31, so long as the Issuer is required to file Exchange Act reports, the Indenture Trustee shall (i) deliver to the Issuer a report (in form and substance reasonably satisfactory to the Issuer and addressed to the Issuer and signed by an authorized officer of the Indenture Trustee) regarding the Indenture Trustee’s assessment of compliance, during the immediately preceding fiscal year ending December 31, with each of the applicable servicing criteria specified on Exhibit C hereto as required under Rules 13a‑18 and 15d‑18 of the Exchange Act and Item 1122 of Regulation AB and (ii) deliver to the Issuer a report of an Independent registered public accounting firm reasonably acceptable to the Issuer that attests to and reports on, in accordance with Rules 1‑02(a)(3) and 2‑02(g) of Regulation S‑X under the Securities Act and the Exchange Act, the assessment of compliance made by the Indenture Trustee and delivered pursuant to clause (i).

(m)[Anything in this Indenture to the contrary notwithstanding, other than the Indenture Trustee’s own negligent action, its own bad faith, its own negligent failure to act or its own willful misconduct, in no event shall the Indenture Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.]

SECTION .Rights of Indenture Trustee

. The Indenture Trustee may conclusively rely and shall be fully protected in relying on any document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in such document.

(a)Before the Indenture Trustee acts or refrains from acting, it may require and shall be entitled to receive an Officer’s Certificate or an Opinion of Independent counsel of the Issuer (at no cost or expense to the Indenture Trustee) that such action is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion.

(b)The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(c)The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(d)The Indenture Trustee may consult with counsel, and the advice or opinion with respect to legal matters relating to this Indenture and the Storm Recovery 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.

(e)The Indenture Trustee shall be under no obligation to take any action or exercise any of the rights or powers vested in it by this Indenture or any other Basic Document, or to institute, conduct or defend any litigation hereunder or thereunder or in relation hereto or thereto, at the request, order or direction of any of the Bondholders pursuant to the provisions of this Indenture and the Series Supplement or otherwise, unless it shall have grounds to believe in its discretion that security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby is to its satisfaction assured to it.

SECTION .Individual Rights of Indenture Trustee

. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Storm Recovery Bonds and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Storm Recovery Bond Registrar, co‑registrar or co‑paying agent or agent appointed under Section 3.02 may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION .Indenture Trustee’s Disclaimer

. The Indenture Trustee shall not be responsible for and makes no representation (other than as set forth in Section 6.13) as to the validity or adequacy of this Indenture or the Storm Recovery Bonds, it shall not be accountable for the Issuer’s use of the proceeds from the Storm Recovery Bonds, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Storm Recovery Bonds or in the Storm Recovery Bonds other than the Indenture Trustee’s certificate of authentication. The Indenture Trustee shall not be responsible for the form, character, genuineness, sufficiency, value or validity of any of the Storm Recovery Bond Collateral, or for or in respect of the Storm Recovery Bonds (other than the certificate of authentication for the Storm Recovery Bonds) or the Basic Documents and the Indenture Trustee shall in no event assume or incur any liability, duty or obligation to any Holder, other than as expressly provided in this Indenture. The Indenture Trustee shall not be liable for the default or misconduct of the Issuer, the Seller, the Servicer or any other Person under the Basic Documents or otherwise, and the Indenture Trustee shall have no obligation or liability to perform the obligations of such Persons.

SECTION .Notice of Defaults.

(a)If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to the Council, each Rating Agency and each Bondholder notice of the Default within ninety (90) days after actual notice of such Default was received by a Responsible Officer of the Indenture Trustee (provided that the Indenture Trustee shall give the Rating Agencies prompt notice of any payment default in respect of the Storm Recovery Bonds). Except in the case of a Default in payment of principal of and premium, if any, or interest on any Storm Recovery Bond, the Indenture 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 Holders. Except for an Event of Default under Sections 5.01(i) or (ii) that occur at a time when the Indenture Trustee is acting as the Paying Agent, and except as provided in the first sentence of this Section 6.05, in no event shall the Indenture Trustee be deemed to have knowledge of a Default.

(b)If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall promptly, but no more frequently than monthly, mail to

the Council notice of any legal fees or other expenses incurred by the Indenture Trustee in defending or prosecuting any actual or threatened litigation, including any administrative proceeding, in respect of the Storm Recovery Bonds or the Storm Recovery Bond Collateral.

SECTION .Reports by Indenture Trustee to Holders.

(a)So long as Storm Recovery Bonds are Outstanding and the Indenture Trustee is the Storm Recovery Bond Registrar and Paying Agent, upon the written request of any Holder or the Issuer, within the prescribed period of time for tax reporting purposes after the end of each calendar year, it shall deliver to each relevant current or former Holder such information in its possession as may be required to enable such Holder to prepare its federal income and any applicable local or state tax returns. If the Storm Recovery Bond Registrar and Paying Agent is other than the Indenture Trustee, such Storm Recovery Bond Registrar and Paying Agent, within the prescribed period of time for tax reporting purposes after the end of each calendar year, shall deliver to each relevant current or former Holder such information in its possession as may be required to enable such Holder to prepare its federal income and any applicable local or state tax returns.

(b)With respect to the Storm Recovery Bonds, on or prior to the Payment Date or Special Payment Date therefor, the Indenture Trustee will deliver to the Council and each Holder of the Storm Recovery Bonds on such Payment Date or Special Payment Date a statement as provided and prepared by the Servicer which will include (to the extent applicable) the following information (and any other information so specified in the Series Supplement) as to the Storm Recovery Bonds with respect to such Payment Date or Special Payment Date or the period since the previous Payment Date, as applicable:

(i) the amount of the payment to Holders allocable to principal, if any;

(ii) the amount of the payment to Holders allocable to interest;

(iii) the aggregate Outstanding Amount of such Storm Recovery Bonds, before and after giving effect to any payments allocated to principal reported under clause (i) above;

(iv) the difference, if any, between the amount specified in clause (iii) above and the Outstanding Amount specified in the related Expected Amortization Schedule;

(v) any other transfers and payments to be made on such Payment Date or Special Payment Date, including amounts paid to the Indenture Trustee and to the Servicer; and

(vi) the amounts on deposit in the applicable Capital Subaccount and the applicable Excess Funds Subaccount, after giving effect to the foregoing payments.

(c)The Issuer shall send a copy of each of the Certificate of Compliance delivered to it pursuant to Section 3.03 of the Servicing Agreement and the Annual Accountant’s Report delivered to it pursuant to Section 3.04 of the Servicing Agreement to the Rating Agencies and to the Sponsor (or an affiliate of the Sponsor) for posting on its website in accordance with Rule 17g-5 under the Exchange Act. A copy of such certificate and report may be obtained by any Holder by a request in writing to the Indenture Trustee.

(d)The Indenture Trustee may consult with counsel, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Storm Recovery Bonds shall be full and complete authorization and protection from liability with respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

SECTION .Compensation and Indemnity

. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable out‑of‑pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify and hold harmless the Indenture Trustee and its officers, directors, employees and agents against any and all cost, damage, loss, liability, tax or expense (including reasonable attorney’s fees and expenses) incurred by it in connection with the administration and the enforcement of this Indenture, the Series Supplement and the Basic Documents

and the Indenture Trustee’s rights, powers and obligations under this Indenture, the Series Supplement and the Basic Documents and the performance of its duties hereunder and obligations under or pursuant to this Indenture, the Series Supplement and the Basic Documents. The Indenture Trustee shall notify the Issuer as soon as is reasonably practicable of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Indenture Trustee may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith. The rights of the Indenture Trustee set forth in this Section 6.07 are subject to and limited by the priority of payments set forth in Section 8.02(e).

The payment obligations to the Indenture Trustee pursuant to this Section 6.07 shall survive the discharge of this Indenture and the Series Supplement or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(v) or (vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or similar law.

SECTION .Replacement of Indenture Trustee and Securities Intermediary.

(a)The Indenture Trustee may resign at any time upon thirty (30) days’ prior written notice to the Issuer subject to clause (c) below. The Holders of a majority of the Outstanding Amount of the Storm Recovery Bonds may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

(i) the Indenture Trustee fails to comply with Section 6.11;

(ii) the Indenture Trustee is adjudged a bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Indenture Trustee or its property;

(iv) the Indenture Trustee otherwise becomes incapable of acting; or

(v) the Indenture Trustee fails to provide to the Issuer any information reasonably requested by the Issuer pertaining to the Indenture Trustee and necessary for the Issuer or the Sponsor to comply with its reporting obligations under the Exchange Act and Regulation AB and such failure is not resolved to the Issuer’s and the Indenture Trustee’s mutual satisfaction within a reasonable period of time.

Any removal or resignation of the Indenture Trustee shall also constitute a removal or resignation of the Securities Intermediary.

(b)If the Indenture Trustee gives notice of resignation or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee and Securities Intermediary.

(c)A successor Indenture Trustee shall deliver a written acceptance of its appointment as the Indenture Trustee and as the Securities Intermediary to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee and Securities Intermediary, as applicable, under this Indenture and the other Basic Documents. No resignation or removal of the Indenture Trustee pursuant to this Section 6.08 shall become effective until acceptance of the appointment by a successor Indenture Trustee having the qualifications set forth in Section 6.11. Notice of any such appointment shall be promptly given to each Rating Agency by the successor Indenture Trustee.

The successor Indenture Trustee shall mail a notice of its succession to Holders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

(d)If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the Storm Recovery Bonds may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(e)If the Indenture Trustee fails to comply with Section 6.11, any Holder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(f)Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.08, the Issuer’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

SECTION .Successor Indenture Trustee by Merger

. If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Indenture Trustee; provided, however, that if such successor Indenture Trustee is not eligible under Section 6.11, then the successor Indenture Trustee shall be replaced in accordance with Section 6.08. Notice of any such event shall be promptly given to each Rating Agency by the successor Indenture Trustee.

In case at the time such successor or successors by merger, conversion, consolidation or transfer shall succeed to the trusts created by this Indenture any of the Storm Recovery Bonds shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Storm Recovery Bonds so authenticated; and in case at that time any of the Storm Recovery Bonds shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Storm Recovery Bonds either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Storm Recovery Bonds or in this Indenture provided that the certificate of the Indenture Trustee shall have.

SECTION .Appointment of Co‑Trustee or Separate Trustee.

(a)Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the trust created by this Indenture or the Storm Recovery Bond Collateral may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co‑trustee or co‑trustees, or separate trustee or separate trustees, of all or any part of the trust created by this Indenture or the Storm Recovery Bond Collateral, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties, such title to the Storm Recovery Bond Collateral, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co‑trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Holders of the appointment of any co‑trustee or separate trustee shall be required under Section 6.08. Notice of any such appointment shall be promptly given to each Rating Agency and the Council by the Indenture Trustee.

(b)Every separate trustee and co‑trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co‑trustee jointly (it being understood that such separate trustee or co‑trustee is not authorized to act separately without the Indenture Trustee joining in such act),

except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Storm Recovery Bond Collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co‑trustee, but solely at the direction of the Indenture Trustee;

(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co‑trustee.

(c)Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co‑trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co‑trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co‑trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

(d)Any separate trustee or co‑trustee may at any time constitute the Indenture Trustee, its agent or attorney‑in‑fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co‑trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION .Eligibility; Disqualification

. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a)(1) and § 310(a)(5) and Section 26(a)(1) of the Investment Company Act. The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and it shall have an investment-grade long term debt rating from each of Moody’s and Standard & Poor’s. The Indenture Trustee shall comply with TIA § 310(b), including the optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION .Preferential Collection of Claims Against Issuer

. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

SECTION .Representations and Warranties of Indenture Trustee

. The Indenture Trustee hereby represents and warrants that:

(a)the Indenture Trustee is a banking corporation validly existing and in good standing under the laws of the State of New York; and

(b)the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture and the Basic Documents to which the Indenture Trustee is a party and has taken all necessary action to authorize the execution, delivery, and performance by it of this Indenture and such Basic Documents.

SECTION .Annual Report by Independent Registered Public Accountants

. The Indenture Trustee hereby covenants that it will cooperate fully with the firm of Independent registered public accountants performing the procedures required under Section 3.04 of the Servicing Agreement; it being understood and agreed that the Indenture Trustee will so cooperate in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

SECTION .Custody of Storm Recovery Bond Collateral

. The Indenture Trustee shall hold such of the Storm Recovery Bond Collateral (and any other collateral that may be granted to the Indenture Trustee) as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Storm Recovery Bond Collateral as constitute investment property through the Securities Intermediary (which, as of the date hereof, is The Bank of New York Mellon). The initial Securities Intermediary, hereby agrees (and each future Securities Intermediary shall agree) with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) the Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be treated as a financial asset, (d) the Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (e) the Securities Intermediary will not agree with any person other than the Indenture Trustee to comply with entitlement orders originated by such other person, (f) such securities accounts and the property credited thereto shall not be subject to any Lien, or right of set‑off in favor of the Securities Intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the internal laws of the State of New York. Terms used in the preceding sentence that are defined in the UCC and not otherwise defined herein shall have the meaning set forth in the UCC. Except as permitted by this Section 6.15, or elsewhere in this Indenture, the Indenture Trustee shall not hold Storm Recovery Bond Collateral through an agent or a nominee.

SECTION .Foreign Account Tax Compliance Act

SECTION .. In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities) in effect from time to time (“Applicable Law”) a foreign financial institution, issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to related to the Indenture, the Issuer agrees (i) to provide to the Indenture Trustee sufficient information about holders or other applicable parties and/or transactions (including any modification to the terms of such transactions) so the Indenture Trustee can determine whether it has tax related obligations under Applicable Law, (ii) that the Indenture Trustee shall be entitled to make any withholding or deduction from payments under the Indenture to the extent necessary to comply with Applicable Law for which the Indenture Trustee shall not have any liability, and (iii) to hold harmless the Indenture Trustee for any losses it may suffer due to the actions it takes to comply with such Applicable Law. The terms of this section shall survive the termination of this Indenture.

ARTICLE VII

Holders’ Lists and Reports

SECTION .Issuer To Furnish Indenture Trustee Names and Addresses of Holders

. The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five (5) days after the earlier of (i) each Record Date and (ii) six (6) months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Bondholders as of such Record Date, (b) at such other times as the Indenture Trustee may request in writing, within thirty

(30) days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Storm Recovery Bond Registrar, no such list shall be required to be furnished.

SECTION .Preservation of Information; Communications to Holders.

(a)The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Indenture Trustee in its capacity as Storm Recovery Bond Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.

(b)Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or under the Storm Recovery Bonds. In addition, upon the written request of any Holder or group of Holders of Storm Recovery Bonds evidencing not less than ten (10) percent of the Outstanding Amount of the Storm Recovery Bonds, the Indenture Trustee shall afford the Holder or Holders making such request a copy of a current list of Holders of the Storm Recovery Bonds for purposes of communicating with other Holders with respect to their rights hereunder.

(c)The Issuer, the Indenture Trustee and the Storm Recovery Bond Registrar shall have the protection of TIA § 312(c).

SECTION .Reports by Issuer.

(a)The Issuer shall so long as the Issuer or the Sponsor is required to file such documents with the SEC:

(i) provide to the Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Issuer or the Sponsor may be required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) provide to the Indenture Trustee and file with the SEC, in accordance with rules and regulations prescribed from time to time by the SEC such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Holders described in TIA § 313(c)), such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i)and (ii) of this Section 7.03(a) as may be required by rules and regulations prescribed from time to time by the SEC.

(b)Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.

SECTION .Reports by Indenture Trustee

. If required by TIA § 313(a), within sixty (60) days after December 31 of each year, commencing with the year after the issuance of the Storm Recovery Bonds, the Indenture Trustee shall mail to each Bondholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b); provided, however, that the initial report so issued shall be delivered not more than twelve (12) months after the Closing Date.

A copy of each report at the time of its mailing to Holders shall be filed by the Servicer with the SEC and each stock exchange, if any, on which the Storm Recovery Bonds are listed. The Issuer shall notify the Indenture Trustee in writing if and when the Storm Recovery Bonds are listed on any stock exchange.

ARTICLE VIII

Accounts, Disbursements and Releases

SECTION .Collection of Money

. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the other Basic Documents. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Storm Recovery Bond Collateral, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, subject to Article VI, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION .Collection Account.

(a)Prior to the Closing Date, the Issuer shall open or cause to be opened, at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, a segregated trust account in the Indenture Trustee’s name for the deposit of SRC Remittances and all other amounts received with respect to the Storm Recovery Bond Collateral (the “Collection Account”). The Collection Account will consist of three subaccounts: a general subaccount (the “General Subaccount”), an excess funds subaccount (the “Excess Funds Subaccount”) and a capital subaccount (the “Capital Subaccount” and, together with the General Subaccount and the Excess Funds Subaccount, the “Subaccounts”); provided that the Series Supplement may provide for the establishment of a cost of issuance subaccount to provide for the application of Storm Recovery Bond proceeds to the payment of the costs of issuing the Storm Recovery Bonds. For administrative purposes, the Subaccounts may be established by the Indenture Trustee as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively as the “Collection Account.” Prior to or concurrently with the issuance of the Storm Recovery Bonds, the Member shall deposit into the Capital Subaccount an amount equal to the Required Capital Level for the Storm Recovery Bonds. All amounts in the Collection Account not allocated to any other Subaccount shall be allocated to the General Subaccount. Prior to the initial Payment Date, all amounts in the Collection Account (other than funds deposited into the Capital Subaccount, up to the Required Capital Level for the Storm Recovery Bonds) shall be allocated to the General Subaccount. All references to the Collection Account shall be deemed to include reference to all Subaccounts contained therein. Withdrawals from and deposits to each of the foregoing Subaccounts of the Collection Account shall be made as set forth in Section 8.02(d) and (e). The Collection Account shall at all times be maintained in an Eligible Account, will be under the sole dominion and exclusive control of the Indenture Trustee, and only the Indenture Trustee shall have access to the Collection Account for the purpose of making deposits in and withdrawals from the Collection Account in accordance with this Indenture. Funds in the Collection Account shall not be commingled with any other moneys. All moneys deposited from time to time in the Collection Account, all deposits therein pursuant to this Indenture, and all investments made in Eligible Investments as directed in writing by the Issuer with such moneys, including all income or other gain from such investments, shall be held by the Indenture Trustee in the General Subaccount of the Collection Account as part of the Storm Recovery Bond Collateral as herein provided. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction.

(b)The Securities Intermediary hereby confirms that (i) the Collection Account is, or at inception will be established as, a “securities account” as such term is defined in Section 8‑501(a) of the UCC, (ii) it is a “securities intermediary” (as such term is defined in Section 8‑102(a) (14) of the UCC) and is acting in such capacity with respect to such accounts, and (iii) the Indenture Trustee for the benefit of the

Secured Parties is the sole “entitlement holder” (as such term is defined in Section 8‑102(a)(7) of the UCC) with respect to such accounts and no other Person shall have the right to give “entitlement orders” (as such term is defined in Section 8‑102(a)(8)) with respect to such accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received by it will be credited to the Collection Account and shall be treated by it as a “financial asset” within the meaning of Section 8‑102(a)(9) of the UCC. Notwithstanding anything to the contrary, New York State shall be deemed to be the location and jurisdiction of the Securities Intermediary for purposes of Section 8‑110 of the UCC, and the Collection Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

(c)The Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Account and shall apply such amounts therein as provided in this Section 8.02.

(d)SRC Remittances shall be deposited in the General Subaccount as provided in Section 6.11 of the Servicing Agreement. All deposits to and withdrawals from the Collection Account, all allocations to the Subaccounts of the Collection Account and any amounts to be paid to the Servicer under Section 8.02(c) shall be made by the Indenture Trustee in accordance with the written instructions provided by the Servicer in the Semi-Annual Servicer’s Certificate.

(e)On each Payment Date for the Storm Recovery Bonds, the Indenture Trustee shall apply all amounts on deposit in the Collection Account, including all net earnings thereon, to pay the following amounts, in accordance with the Semi-Annual Servicer’s Certificate, in the following priority:

(i) all amounts owed by the Issuer to the Indenture Trustee (including legal fees and expenses) shall be paid to the Indenture Trustee (subject to Section 6.07) in an amount not to exceed annually the amount set forth in the Series Supplement;

(ii) the Servicing Fee for such Payment Date and all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer;

(iii) the Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date shall be paid to the Independent Manager;

(iv) all other Operating Expenses for such Payment Date not described above shall be paid to the parties to which such Operating Expenses are owed;

(v) Periodic Interest for such Payment Date, including any overdue Periodic Interest (together with, to the extent lawful, interest on such overdue Periodic Interest at the applicable Storm Recovery Bond Interest Rate), with respect to the Storm Recovery Bonds shall be paid to the Holders of the Storm Recovery Bonds;

(vi) principal due and payable on the Storm Recovery Bonds as a result of an Event of Default or on the Final Maturity Date of the Storm Recovery Bonds shall be paid to the Holders of the Storm Recovery Bonds;

(vii) Periodic Principal for such Payment Date, including any overdue Periodic Principal, with respect to the Storm Recovery Bonds shall be paid to the Holders of the Storm Recovery Bonds in the order provided in the Series Supplement;

(viii) any other unpaid Operating Expenses, fees, expenses and indemnity amounts owed to the Indenture Trustee;

(ix) the amount, if any, by which the Required Capital Level with respect to the Storm Recovery Bonds exceeds the amount in the Capital Subaccount as of such Payment Date shall be allocated to the Capital Subaccount;

(x) if there is a positive balance after making the foregoing allocations, provided that no Event of Default has occurred or is continuing, to ENO an amount equal to a return on ENO’s capital contribution calculated at the rate of interest payable on the longest maturing Storm Recovery Bond, together with any deficiency in the payment of any such return on capital for any prior period;

(xi) the balance, if any, shall be allocated to the Excess Funds Subaccount for distribution on subsequent Payment Dates; and

(xii) after principal of and premium, if any, and interest on all Storm Recovery Bonds, and all of the other foregoing amounts, have been paid in full, including, without limitation, amounts due and payable to the Indenture Trustee under Section 6.07 or otherwise, the balance (including all amounts then held in the Capital Subaccount and the Excess Funds Subaccount), if any, shall be paid to the Issuer, free from the Lien of this Indenture and the Series Supplement.

All payments to the Holders pursuant to clauses (v), (vi)and (vii) above shall be made to such Holders pro rata based on the respective amounts of interest and/or principal owed. Payments in respect of principal of and premium, if any, and interest on each Tranche of the Storm Recovery Bonds will be made on a pro rata basis among all the Holders of such Tranche. In the case of an Event of Default, then, in accordance with Section 5.04(c), moneys will be applied pursuant to clauses (v)and (vi), in such order, on a pro rata basis, based upon the interest or the principal owed.

The amounts paid during any calendar year pursuant to clauses (i) and (iv) may not exceed the amounts set forth in the Series Supplement.

(f)If on any Payment Date funds on deposit in the General Subaccount are insufficient to make the payments contemplated by clauses (i) through (viii) of Section 8.02(e), the Indenture Trustee shall (i) first, draw from amounts on deposit in the Excess Funds Subaccount and (ii) second, draw from amounts on deposit in the Capital Subaccount, in each case, up to the amount of such shortfall in order to make the payments contemplated by clauses (i) through (viii) of Section 8.02(e). In addition, if on any Payment Date funds on deposit in the General Subaccount are insufficient to make the allocations contemplated by clause (ix) above, the Indenture Trustee shall draw from amounts on deposit in the Excess Funds Subaccount to make such allocations.

SECTION .General Provisions Regarding the Collection Account.

(a)So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Collection Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon Issuer Order; provided, however, that (i) such Eligible Investments shall not mature or be redeemed later than the Business Day prior to the next Payment Date or Special Payment Date, if applicable, for the Storm Recovery Bonds and (ii) such Eligible Investments shall not be sold, liquidated or otherwise disposed of at a loss prior to the maturity or the date of redemption thereof. All income or other gain from investments of moneys deposited in the Collection Account shall be deposited by the Indenture Trustee in the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. The Issuer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Collection Account unless the security interest Granted and perfected in such account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of Independent counsel of the Issuer (at the Issuer’s cost and expense) to such effect. In no event shall the Indenture Trustee be liable for the selection of Eligible Investments or for investment losses incurred thereon. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction. The Indenture Trustee shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment direction pursuant to an Issuer Order.

(b)Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such

Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c)If (i) the Issuer shall have failed to give written investment directions or provided an Issuer Order or Issuer Request for any funds on deposit in the Collection Account to the Indenture Trustee by 11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Storm Recovery Bonds but the Storm Recovery Bonds shall not have been declared due and payable pursuant to Section 5.02, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Collection Account in one or more money market funds described under clause (d) of the definition of “Eligible Investments” pursuant to the most recent written investment directions, Issuer Order or Issuer Request delivered by the Issuer to the Indenture Trustee with respect to such type of Eligible Investments; provided that if the Issuer has never delivered written investment directions to the Indenture Trustee, the Indenture Trustee shall not invest or reinvest such funds in any investments.

(d)The parties hereto acknowledge that the Servicer may, pursuant to the Servicing Agreement, select Eligible Investments on behalf of the Issuer.

SECTION .Release of Storm Recovery Bond Collateral.

(a)So long as the Issuer is not in default hereunder and no Default hereunder would occur as a result of such action, the Issuer, through the Servicer, may collect, sell or otherwise dispose of written‑off receivables, at any time and from time to time in the ordinary course of business, without any notice to, or release or consent by, the Indenture Trustee, but only as and to the extent permitted by the Basic Documents; provided, however, that any and all proceeds of such dispositions shall become Storm Recovery Bond Collateral and be deposited to the General Subaccount immediately upon receipt thereof by the Issuer or any other Person, including the Servicer. Without limiting the foregoing, the Servicer, may, at any time and from time to time without any notice to, or release or consent by, the Indenture Trustee, sell or otherwise dispose of any Storm Recovery Bond Collateral which is part of a Bill previously written‑off as a defaulted or uncollectible account in accordance with the terms of the Servicing Agreement and the requirements of the proviso in the immediately preceding sentence.

(b)The Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Independent counsel of the Issuer (at the Issuer’s cost and expense) and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 10.01.

(c)The Indenture Trustee shall, at such time as there are no Storm Recovery Bonds Outstanding and all sums payable to the Indenture Trustee pursuant to Section 6.07 or otherwise have been paid, release any remaining portion of the Storm Recovery Bond Collateral that secured the Storm Recovery Bonds from the Lien of this Indenture, release to the Issuer or any other Person entitled thereto any funds or investments then on deposit in or credit to the Collection Account in accordance with Section 8.02.

SECTION .Opinion of Counsel

. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuer to take any action pursuant to Section 8.04, accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Independent counsel of the Issuer, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the

security for the Storm Recovery Bonds or the rights of the Holders in contravention of the provisions of this Indenture and the Series Supplement; provided, however, that such Opinion shall not be required to express an opinion as to the fair value of the Storm Recovery Bond Collateral. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

SECTION .Reports by Independent Registered Public Accountants

. As of the Closing Date, the Issuer shall appoint a firm of Independent registered public accountants of recognized national reputation for purposes of preparing and delivering the reports or certificates of such accountants required by this Indenture and the Series Supplement. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures. Upon any resignation by, or termination by the Issuer of, such firm the Issuer shall provide written notice thereof to the Indenture Trustee and shall promptly appoint a successor thereto that shall also be a firm of Independent registered public accountants of recognized national reputation. If the Issuer shall fail to appoint a successor to a firm of Independent registered public accountants that has resigned or been terminated within fifteen (15) days after such resignation or termination, the Indenture Trustee shall promptly notify the Issuer of such failure in writing. If the Issuer shall not have appointed a successor within ten (10) days thereafter the Indenture Trustee shall promptly appoint a successor firm of Independent registered public accountants of recognized national reputation; provided that the Indenture Trustee shall have no liability with respect to such appointment. The fees of such Independent registered public accountants and its successor shall be payable by the Issuer.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION .Supplemental Indentures Without Consent of Holders.

(a)Without the consent of the Holders of any Storm Recovery Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, and, if the contemplated amendment is reasonably anticipated to increase Ongoing Financing Costs, with the consent of the Council pursuant to Section 9.03 (which consent shall not be required with regard to the first Series Supplement), at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property, including, without limitation, the Storm Recovery Bond Collateral, at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture and the Series Supplement;

(ii) [reserved];

(iii) to add to the covenants of the Issuer, for the benefit of the Secured Parties, or to surrender any right or power herein conferred upon the Issuer;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture, including the Series Supplement, which may be inconsistent with any other provision herein or in any supplemental indenture, including the Series Supplement, or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided that (i) such action shall not, as evidenced by an Opinion of

Independent counsel of the Issuer, adversely affect in any material respect the interests of the Holders of the Storm Recovery Bonds and (ii) the Rating Agency Condition shall have been satisfied with respect thereto;

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Storm Recovery Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;

(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar or successor federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;

(viii) [reserved];

(ix) to qualify the Storm Recovery Bonds for registration with a Clearing Agency; or

(x) to satisfy any Rating Agency requirements.

The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b)The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Storm Recovery Bonds, with the consent of the Council pursuant to Section 9.03, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Storm Recovery Bonds under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of nationally recognized counsel of the Issuer experienced in structured finance transactions, adversely affect in any material respect the interests of the Holders and (ii) the Rating Agency Condition shall have been satisfied with respect thereto.

SECTION .Supplemental Indentures with Consent of Holders

. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with the consent of the Council if such consent is required pursuant to Section 9.03, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Storm Recovery Bonds, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Storm Recovery Bonds under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holders of each Outstanding Storm Recovery Bond affected thereby:

(i) change the date of payment of any installment of principal of or premium, if any, or interest on the Storm Recovery Bonds, or reduce the principal amount thereof in any manner, the interest rate thereon or premium, if any, with respect thereto, change the provisions of this Indenture and the Series Supplement relating to the application of collections on, or the proceeds of the sale of, the Storm Recovery Bond Collateral to payment of principal of or premium, if any, or interest on the Storm Recovery Bonds, or change any place of payment where, or the coin or currency in which, any Storm Recovery Bond or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Storm Recovery Bonds on or after the respective due dates thereof;

(ii) reduce the percentage of the Outstanding Amount of the Storm Recovery Bonds, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iii) reduce the percentage of the Outstanding Amount of the Storm Recovery Bonds or any Tranche thereof required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Storm Recovery Bond Collateral pursuant to Section 5.04;

(iv) modify any provision of this Section 9.02 except to increase any percentage specified herein or to provide that those provisions of this Indenture referenced in this Section 9.02 cannot be modified or waived without the consent of the Holder of each Outstanding Storm Recovery Bond affected thereby;

(v) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest, principal or premium, if any, due on any Storm Recovery Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or change the Expected Amortization Schedules or Final Maturity Dates of any Tranche of the Storm Recovery Bonds;

(vi) decrease the Required Capital Level;

(vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Storm Recovery Bond Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Storm Recovery Bond of the security provided by the Lien of this Indenture;

(viii) cause any material adverse federal income tax consequence to the Seller, the Issuer, the Managers, the Indenture Trustee or the then existing Holders; or

(ix) Impair the right to institute suit for the enforcement of the provisions of this Indenture regarding payment.

It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.02, the Issuer shall mail to the Rating Agencies and the Holders of the Storm Recovery Bonds to which such supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SECTION .Council Condition

. No amendment or supplemental indenture that is reasonably anticipated to increase Ongoing Financing Costs (other than the initial Series Supplement) or proposed action described in Section 3.21(e) shall be effective unless the process set forth in this Section 9.03 has been followed.

(a)At least 31 days prior to the effectiveness of any amendment or supplemental indenture subject to this Section 9.03 and after obtaining the other necessary approvals set forth in Sections 9.01 or 9.02, as applicable, except for the consent of the Indenture Trustee and the Holders if the consent of the Holders is required or sought by the Indenture Trustee in connection with such supplemental indenture, the Issuer shall have delivered to the Council written notification of any proposed supplemental indenture, which notification shall contain:

(i) a reference to Docket No. UD-14-01;

(ii) an Officer’s Certificate stating that the proposed supplemental indenture has been approved by all parties to this Indenture; and

(iii) a statement identifying the person to whom the Council or its staff is to address any response to the proposed supplemental indenture or to request additional time.

(b)The Council or its staff shall, within 30 days of receiving the notification complying with Section 9.03(a) above, either:

(i) provide notice of its consent or lack of consent to the person specified in Section 9.03(a)(iii) above, or

(ii) be conclusively deemed to have consented to the proposed supplemental indenture,

unless, within 30 days of receiving the notification complying with Section 9.03(a) above, the Council or its staff delivers to the office of the person specified in Section 9.03(a)(iii) above a written statement requesting an additional amount of time not to exceed 30 days in which to consider whether to consent to the proposed supplemental indenture. If the Council or its staff requests an extension of time in the manner set forth in the preceding sentence, then the Council shall either provide notice of its consent or lack of consent to the person specified in Section 9.03(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed supplemental indenture on the last day of such extension of time. Any supplemental indenture requiring the consent of the Council shall become effective on the later of (x) the date proposed by the parties to such supplemental indenture and (y) the first day after the expiration of the 30 day period provided for in this Section 9.03(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.

(c)Following the delivery of a notice to the Council by the Issuer under Section 9.03(a) above, the Issuer shall have the right at any time to withdraw from the Council further consideration of any notification of a proposed supplemental indenture. Such withdrawal shall be evidenced by the prompt written notice thereof by the Issuer to the Council, the Indenture Trustee and the Servicer.

SECTION .Execution of Supplemental Indentures

. In executing any supplemental indenture permitted by this Article IX or the modifications thereby of the trust created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION .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 the Storm Recovery Bonds affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

SECTION .Conformity with Trust Indenture Act

. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.

SECTION .Reference in Storm Recovery Bonds to Supplemental Indentures

. Storm Recovery Bonds authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Storm Recovery Bonds so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Storm Recovery Bonds.

ARTICLE X

Miscellaneous

SECTION .Compliance Certificates and Opinions, etc.

(a)Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of registered public accountants meeting the applicable requirements of this Section 10.01, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b)(i) Prior to the deposit of any Storm Recovery Bond Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 10.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuer of the Storm Recovery Bond Collateral or other property or securities to be so deposited.

(i) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then‑current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is ten (10) percent or more of the Outstanding Amount of the Storm Recovery Bonds, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than the lesser of (A) $25,000 or (B) one percent of the Outstanding Amount of the Storm Recovery Bonds.

(ii) Whenever any property or securities are to be released from the Lien of this Indenture other than pursuant to Section 8.02(e), the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within ninety (90) days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property with respect to the Storm Recovery Bonds, or securities released from the Lien of this Indenture (other than pursuant to Section 8.02(e)) since the commencement of the then‑current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10 (ten) percent or more of the Outstanding Amount of the Storm Recovery Bonds, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than the lesser of (A) $25,000 or (B) one percent of the then Outstanding Amount of the Storm Recovery Bonds.

(iv) Notwithstanding Section 2.16 or any other provision of this Section 10.01, the Indenture Trustee may (A) collect, liquidate, sell or otherwise dispose of the Storm Recovery Property and the other Storm Recovery Bond Collateral as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of each Collection Account as and to the extent permitted or required by the Basic Documents.

SECTION .Form of Documents Delivered to Indenture Trustee

. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of a Responsible Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate of a Responsible Officer or Opinion 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 Issuer stating that the information with respect to such factual matters is in the possession of the Servicer or the Issuer, unless such 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.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely conclusively upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION .Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 10.03.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)The ownership of Storm Recovery Bonds shall be proved by the Storm Recovery Bond Register.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Storm Recovery Bonds shall bind the Holder of every Storm Recovery Bond issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Storm Recovery Bond.

SECTION .Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.

(a)Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with:

(i) the Indenture Trustee by any Holder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing by facsimile transmission, first-class mail or overnight delivery service to or with the Indenture Trustee at the Corporate Trust Office,

(ii) the Issuer by the Indenture Trustee or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed to: Entergy New Orleans Storm Recovery Funding I, L.L.C. at 1600 Perdido Street, L-MAG-505A, New Orleans, Louisiana 70112, Attention: President, Telephone (504) 670-3700, Facsimile: (504) 670-3605 with a copy to Entergy Services, Inc., 639 Loyola Ave, New Orleans, Louisiana 70113, Attention: Treasurer, Facsimile: (504) 576-4455, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer. The Issuer shall promptly transmit any notice received by it from the Holders to the Indenture Trustee, or

(iii) the Council by the Seller, the Issuer or the Indenture Trustee shall be sufficient for every purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Council addressed to: Council of the City of New Orleans.

(b)Notices required to be given to the Rating Agencies by the Issuer or the Indenture Trustee shall be in writing, facsimile, personally delivered or mailed by certified mail, return receipt requested to:

(i) in the case of Moody’s, to: Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center at 250 Greenwich Street New York, New York 10007, Telephone: (212) 553‑3686, Facsimile (212) 553‑0573,

(ii) in the case of Standard & Poor’s, to: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, 55 Water Street, 41st Floor, New York, New York 10041, Attention: Asset Backed Surveillance Department, Telephone: (212) 438‑2000, Facsimile: (212) 438‑2665, and

(c)as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Any notice, report or other communication given hereunder may be in writing and addressed as follows or to the extent receipt is confirmed telephonically sent by Electronic Means to the address provided above.

(d)The Indenture Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Administrator or the Issuer shall provide to the Indenture Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Administrator or the Issuer, as the case may be, whenever a person is to be added or deleted from the listing. If the either the Administrator or the Issuer elects to give the Indenture Trustee Instructions using Electronic Means and the Indenture Trustee in its discretion elects to act upon such Instructions, the Indenture Trustee’s understanding of such Instructions shall be deemed controlling. Each of the Administrator and the Issuer understands and agrees that the Indenture Trustee cannot determine the identity of the actual sender of such Instructions and that the Indenture Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Indenture Trustee have been sent by such Authorized Officer. The Administrator or the Issuer, as the case may be, shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Indenture Trustee and that the Administrator or the Issuer and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Administrator or the Issuer. The Indenture Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Indenture Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. Each of the Administrator and the Issuer, as the case may be, agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Indenture Trustee, including without limitation the risk of the Indenture Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Indenture Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Administrator or the Issuer; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Indenture Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

SECTION .Notices to Holders; Waiver

. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first‑class, postage prepaid to each Holder affected by such event, at such Holder’s address as it appears on the Storm Recovery Bond Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Holder shall affect the sufficiency of such notice

with respect to other Holders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

SECTION .Conflict with Trust Indenture Act

. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control.

The provisions of TIA §§ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

SECTION .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 .Successors and Assigns

. All covenants and agreements in this Indenture and the Storm Recovery Bonds by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors.

SECTION .Severability

. Any provision in this Indenture or in the Storm Recovery Bonds that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainder of such provision (if any) or the remaining provisions hereof (unless such construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION .Benefits of Indenture

. Nothing in this Indenture or in the Storm Recovery Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Storm Recovery Bond Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION .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 Storm Recovery 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 .GOVERNING LAW

. [THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE OF THE STATE OF LOUISIANA AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT THAT THE OBLIGATIONS OF THE TRUSTEE HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED THAT THE VALIDITY, ENFORCEABILITY, ATTACHMENT, PERFECTION, PRIORITY, EXERCISE OF REMEDIES, AND VENUE WITH RESPECT TO THE CREATION OF ANY SECURITY INTEREST AND LIENS IN STORM RECOVERY PROPERTY, AND ALL RIGHTS AND REMEDIES OF THE INDENTURE TRUSTEE AND THE HOLDERS WITH RESPECT TO SUCH STORM RECOVERY PROPERTY, SHALL BE EXCLUSIVELY GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA (WITHOUT APPLYING LOUISIANA’S LAW ON CONFLICT OF LAWS), EXCEPT THAT PERFECTION, THE EFFECT OF PERFECTION OR NONPERFECTION, AND THE PRIORITY OF SECURITY INTERESTS HELD BY THE TRUSTEE IN THE COLLECTION ACCOUNT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE THUS ACKNOWLEDGES THAT IF BY REASON OF MANDATORY PROVISIONS OF LAW THE OBLIGATIONS OF THE TRUSTEE ARE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, THE TRUSTEE WOULD HAVE ENTERED INTO THIS INDENTURE WITHOUT THE NULL PROVISION.]

SECTION .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 .Recording of Indenture

. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion at the Issuer’s cost and expense (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee or, if requested by the Indenture Trustee, Independent counsel of the Issuer) to the effect that such recording is necessary either for the protection of the Holders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION .Issuer Obligation

. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Storm Recovery Bonds or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Managers in their respective individual capacities, (ii) any owner of a membership interest in the Issuer (including ENO) or (iii) any shareholder, partner, owner, beneficiary, agent, officer, or employee of the Indenture Trustee, the Managers or any owner of a membership interest in the Issuer (including ENO) in its respective individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed in writing (it being understood that none of the Indenture Trustee, the Managers or ENO has any such obligations in their respective individual or corporate capacities). Each Holder by accepting a Storm Recovery Bond specifically confirms the nonrecourse nature of these obligations, and waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Storm Recovery Bonds.

SECTION .No Recourse to Issuer or Any Other Person

. Notwithstanding any provision of this Indenture or the Series Supplement to the contrary, Holders shall have no recourse against the Issuer or any other Person, but shall look only to the Storm Recovery Bond Collateral with respect to any amounts due to the Holders hereunder and under the Storm Recovery Bonds.

SECTION .Basic Documents

. The Indenture Trustee is hereby authorized to execute and deliver the Servicing Agreement and to execute and deliver any other Basic Document which it is requested to acknowledge.

SECTION .No Petition

. The Indenture Trustee, by entering into this Indenture, and each Holder, by accepting a Storm Recovery Bond (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this Indenture, acquiesce, petition or otherwise invoke or cause the Issuer or any Manager to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any insolvency law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its respective property, or ordering the dissolution, winding up or liquidation of the affairs of the Issuer. Nothing in this paragraph shall preclude, or be deemed to estop, such Holder or the Indenture Trustee (A) from taking or omitting to take any action prior to such date in (i) any case or proceeding voluntarily filed or commenced by or on behalf of the Issuer under or pursuant to any such law or (ii) any involuntary case or proceeding pertaining to the Issuer which is filed or commenced by or on behalf of a Person other than such Holder and is not joined in by such Holder (or any person to which such holder shall have assigned, transferred or otherwise conveyed any part of the obligations of the Issuer hereunder) under or pursuant to any such law, or (B) from commencing or prosecuting any legal action which is not an involuntary case or proceeding under or pursuant to any such law against the Issuer or any of its properties.

SECTION .Securities Intermediary

. The Securities Intermediary, in acting under this Indenture, is entitled to all rights, benefits, protections, immunities and indemnities accorded The Bank of New York Mellon, a New York banking corporation, in its capacity as Indenture Trustee under this Indenture.

SECTION .Legending

. Each Storm Recovery Bond shall contain on the face thereof a statement to the following effect:

“Neither the full faith and credit nor the taxing power of the State of Louisiana or the City of New Orleans is pledged to the payment of the principal of, or interest on, this Storm Recovery Bond.”

SECTION .Rule 17g-5 Compliance

(a). (a) The Indenture Trustee agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Indenture Trustee to any Rating Agency under this Indenture or any other Basic Document to which it is a party for the purpose of determining or confirming the credit rating of the Storm Recovery Bonds or undertaking credit rating surveillance of the Storm Recovery Bonds shall be provided, substantially concurrently, to the Servicer for posting on a password-protected website (the “17g-5 Website”). The Servicer shall be responsible for posting all of the information on the 17g-5 Website.

(b)The Indenture Trustee will not be responsible for creating or maintaining the 17g-5 Website, posting any information to the 17g-5 Website or assuring that the 17g-5 Website complies with the

requirements of this Indenture, Rule 17g-5 or any other law or regulation. In no event shall the Indenture Trustee be deemed to make any representation in respect of the content of the 17g-5 Website or compliance by the 17g-5 Website with this Indenture, Rule 17g-5 or any other law or regulation. The Indenture Trustee shall have no obligation to engage in or respond to any oral communications with respect to the transactions contemplated hereby, any transaction documents relating hereto or in any way relating to the Consumer Rate Relief Bonds or for the purposes of determining the initial credit rating of the Consumer Rate Relief Bonds or undertaking credit rating surveillance of the Consumer Rate Relief Bonds with any Rating Agency or any of its respective officers, directors or employees. The Indenture Trustee shall not be responsible or liable for the dissemination of any identification numbers or passwords for the 17g-5 Website, including by the Servicer, the Rating Agencies, a nationally recognized statistical rating organization (“NRSRO”), any of their respective agents or any other party. Additionally, the Indenture Trustee shall not be liable for the use of the information posted on the 17g-5 Website, whether by the Servicer, the Rating Agencies, an NRSRO or any other third party that may gain access to the 17g-5 Website or the information posted thereon.

[SIGNATURE PAGE FOLLOWS]

Signature Page to

Indenture

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

Entergy NEW ORLEANS STORM Recovery Funding I, L.L.C., as Issuer

By: ________________________________

Name:

Title:

The Bank of New York Mellon, a New York banking corporation, as Indenture Trustee and as Securities Intermediary

By: ________________________________

Name:

Title:

STATE OF [STATE])

) ss:

COUNTY OF [COUNTY])

On the ____ day of ________________, 2015, before me, ________________, a Notary Public in and for said county and state, personally appeared __________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person and officer whose name is subscribed to the within instrument and acknowledged to me that such person executed the same in such person’s authorized capacity, and that by the signature on the instrument The Bank of New York Mellon, a New York banking corporation, and the entity upon whose behalf the person acted, executed this instrument.

WITNESS my hand and official seal.

___________________________

Notary Public

My commission expires: _______

STATE OF [STATE])

) ss:

COUNTY OF [COUNTY])

On the ____ day of _____________, 2015, before me, ___________________, a Notary Public in and for said county and state, personally appeared __________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity as a manager of Entergy New Orleans Storm Recovery Funding I, L.L.C., and that by his signature on the instrument Entergy New Orleans Storm Recovery Funding I, L.L.C., a Louisiana limited liability company and the entity upon whose behalf such person acted, executed this instrument.

WITNESS my hand and official seal.

___________________________

Notary Public

My commission expires: _______

EXHIBIT A

FORM OF STORM RECOVERY BOND

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF LOUISIANA OR THE CITY OF NEW ORLEANS IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON, THIS STORM RECOVERY BOND.

REGISTERED No. _____$________

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.

THE PRINCIPAL OF THIS TRANCHE [ ‑ ] STORM RECOVERY BOND (THIS “TRANCHE [‑]SENIOR SECURED STORM RECOVERY BOND”) WILL BE PAID IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TRANCHE [ ‑ ] STORM RECOVERY BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE HOLDER OF THIS STORM RECOVERY BOND HAS NO RECOURSE TO THE ISSUER HEREOF AND AGREES TO LOOK ONLY TO THE STORM RECOVERY BOND COLLATERAL, AS DESCRIBED IN THE INDENTURE AND THE SERIES SUPPLEMENT REFERRED TO ON THE REVERSE HEREOF, FOR PAYMENT OF ANY AMOUNTS DUE HEREUNDER. ALL OBLIGATIONS OF THE ISSUER OF THIS TRANCHE [ ‑ ] STORM RECOVERY BOND UNDER THE TERMS OF THE INDENTURE WILL BE RELEASED AND DISCHARGED UPON PAYMENT IN FULL HEREOF OR AS OTHERWISE PROVIDED IN ARTICLE IV OF THE INDENTURE. THE HOLDER OF THIS TRANCHE [ ‑ ] STORM RECOVERY BOND HEREBY COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE TRANCHE [ ‑ ] STORM RECOVERY BONDS, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OF THE UNITED STATES. NOTHING IN THIS PARAGRAPH SHALL PRECLUDE, OR BE DEEMED TO ESTOP, SUCH HOLDER (A) FROM TAKING OR

OMITTING TO TAKE ANY ACTION PRIOR TO SUCH DATE IN (I) ANY CASE OR PROCEEDING VOLUNTARILY FILED OR COMMENCED BY OR ON BEHALF OF THE ISSUER UNDER OR PURSUANT TO ANY SUCH LAW OR (II) ANY INVOLUNTARY CASE OR PROCEEDING PERTAINING TO THE ISSUER WHICH IS FILED OR COMMENCED BY OR ON BEHALF OF A PERSON OTHER THAN SUCH HOLDER AND IS NOT JOINED IN BY SUCH HOLDER (OR ANY PERSON TO WHICH SUCH HOLDER SHALL HAVE ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ANY PART OF THE OBLIGATIONS OF THE ISSUER HEREUNDER) UNDER OR PURSUANT TO ANY SUCH LAW, OR (B) FROM COMMENCING OR PROSECUTING ANY LEGAL ACTION WHICH IS NOT AN INVOLUNTARY CASE OR PROCEEDING UNDER OR PURSUANT TO ANY SUCH LAW AGAINST THE ISSUER OR ANY OF ITS PROPERTIES.

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C.

SENIOR SECURED STORM RECOVERY BONDS,

Tranche [ ‑ ].

INTEREST RATE FINAL MATURITY DATE

Entergy New Orleans Storm Recovery Funding I, L.L.C., a limited liability company created under the laws of the State of Louisiana (herein referred to as the “Issuer”), for value received, hereby promises to pay to [], or registered assigns, the Original Principal Amount shown above in semi‑annual installments on the Payment Dates and in the amounts specified on the reverse hereof or, if less, the amounts determined pursuant to Section 8.02 of the Indenture, in each year, commencing on the date determined as provided on the reverse hereof and ending on or before the Final Maturity Date shown above and to pay interest, at the Interest Rate shown above, on each __________ and __________ or if any such day is not a Business Day, the next succeeding Business Day, commencing on [] and continuing until the earlier of the payment in full of the principal hereof and the Final Maturity Date (each a “Payment Date”), on the principal amount of this Tranche [ ‑ ] Storm Recovery Bond (hereinafter referred to as this “Tranche[‑]Senior Secured Storm Recovery Bond”). Interest on this Tranche [ ‑ ] Storm Recovery Bond will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding such Payment Date or, if no interest has yet been paid, from the Closing Date. Interest will be computed on the basis of [specify method of computation]. Such principal of and interest on this Tranche [ ‑ ] Storm Recovery Bond shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Tranche [ ‑ ] Storm Recovery Bond are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of

public and private debts. All payments made by the Issuer with respect to this Tranche [ ‑ ] Storm Recovery Bond shall be applied first to interest due and payable on this Tranche [ ‑ ] Storm Recovery Bond as provided above and then to the unpaid principal of and premium, if any, on this Tranche [ ‑ ] Storm Recovery Bond, all in the manner set forth in the Indenture.

Neither the full faith and credit nor the taxing power of the State of Louisiana or the City of New Orleans is pledged to the payment of the principal of, or interest on, this bond.

Reference is made to the further provisions of this Tranche [ ‑ ] Storm Recovery Bond set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Tranche [ ‑ ] Storm Recovery Bond.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Tranche [ ‑ ] Storm Recovery Bond shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Officer.

Date:
	By: _________________________________ Name: Title:

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated: [___________, _____]

This is one of the Tranche [ ‑ ] Storm Recovery Bonds, designated above and referred to in the within‑mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Indenture Trustee
	By: _________________________________ Name: Title:

REVERSE OF STORM RECOVERY BOND* *    The form of the reverse of a Senior Secured Storm Recovery Bond is substantially as follows, unless otherwise specified in the Series Supplement.

This Tranche [ ‑ ] Storm Recovery Bond is one of a duly authorized issue of Storm Recovery Bonds of the Issuer (herein called the “Storm Recovery Bonds”), issued or which are issuable in [one] Tranche (herein called the “Tranche[‑]Storm Recovery Bonds” or “Storm Recovery Bonds”), all issued and to be issued under that certain Indenture dated as of, __________, 2015 (as supplemented by the Series Supplement (as defined below), the “Indenture”), between the Issuer and The Bank of New York Mellon, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee,” which term includes any successor indenture trustee under the Indenture) and in its separate capacity as securities intermediary (the “Securities Intermediary,” which term includes any successor securities intermediary under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Storm Recovery Bonds. For purposes herein, “Series Supplement” means that certain Series Supplement dated as of __________, 2015 between the Issuer and the Indenture Trustee. All terms used in this Tranche [ ‑ ] Storm Recovery Bond that are defined in the Indenture, as amended, restated, supplemented or otherwise modified from time to time, shall have the meanings assigned to such terms in the Indenture.

The Tranche [ ‑ ] Storm Recovery Bonds [and the other Tranches of Storm Recovery Bonds] are and will be equally and ratably secured by the Storm Recovery Bond Collateral pledged as security therefor as provided in the Indenture.

The principal of this Tranche [ ‑ ] Storm Recovery Bond shall be payable on each Payment Date only to the extent that amounts in the Collection Account are available therefor, and only until the outstanding principal balance thereof on the preceding Payment Date (after giving effect to all payments of principal, if any, made on the preceding Payment Date) has been reduced to the principal balance specified in the Expected Amortization Schedule which is attached to the Series Supplement as Schedule A, unless payable earlier because an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Bondholders representing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds have declared such Storm Recovery Bonds to be immediately due and payable in accordance with Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the Indenture). However, actual principal payments may be made in lesser than expected amounts and at later than expected times as determined pursuant to Section 8.02 of the Indenture. The entire unpaid principal amount of this Tranche [ ‑ ] Storm Recovery Bond shall be due and payable on the Final Maturity Date hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Storm Recovery Bonds shall be due and payable, if not then previously paid, on the date on which an Event of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the Storm Recovery Bonds representing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds have declared the Storm Recovery Bonds to be immediately due and payable in the manner provided in Section 5.02 of the Indenture (unless such declaration shall have been rescinded and annulled in accordance with Section 5.02 of the Indenture). All principal payments on the Tranche [ ‑ ] Storm Recovery Bonds shall be made pro rata to the Tranche [ ‑ ] Holders entitled thereto based on the respective principal amounts of the Tranche [ ‑ ] Storm Recovery Bonds held by them.

Payments of interest on this Tranche [ ‑ ] Storm Recovery Bond due and payable on each Payment Date, together with the installment of principal or premium, if any, shall be made by check mailed first‑class, postage prepaid, to the Person whose name appears as the Registered Holder of this Tranche [ ‑ ] Storm Recovery Bond (or one or more Predecessor Storm Recovery Bonds) on the Storm Recovery Bond

Register as of the close of business on the Record Date or in such other manner as may be provided in the Indenture or the Series Supplement, except that (i) upon application to the Indenture Trustee by any Holder owning a Global Storm Recovery Bond evidencing this Tranche [ ‑ ] Storm Recovery Bond in the principal amount of $10,000,000 or more not later than the applicable Record Date payment will be made by wire transfer to an account maintained by such Holder and (ii) if this Tranche [ ‑ ] Storm Recovery Bond is held in Book‑Entry Form, payments will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global Storm Recovery Bond evidencing this Tranche [ ‑ ] Storm Recovery Bond unless and until such Global Storm Recovery Bond is exchanged for Definitive Storm Recovery Bonds (in which event payments shall be made as provided above) and except for the final installment of principal and premium, if any, payable with respect to this Tranche [ ‑ ] Storm Recovery Bond on a Payment Date which shall be payable as provided below. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Storm Recovery Bond Register as of the applicable Record Date without requiring that this Tranche [ ‑ ] Storm Recovery Bond be submitted for notation of payment. Any reduction in the principal amount of this Tranche [ ‑ ] Storm Recovery Bond (or any one or more Predecessor Storm Recovery Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Tranche [ ‑ ] Storm Recovery Bond and of any Storm Recovery Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ ‑ ] Storm Recovery Bond on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ ‑ ] Storm Recovery Bond and shall specify the place where this Tranche [ ‑ ] Storm Recovery Bond may be presented and surrendered for payment of such installment.

The Issuer shall pay interest on overdue installments of interest at the Storm Recovery Bond Interest Rate to the extent lawful.

This Storm Recovery Bond is a “storm recovery bond” as such term is defined in the Storm Recovery Securitization Law. Principal and interest due and payable on this Storm Recovery Bond are payable from and secured primarily by Storm Recovery Property created and established by a Financing Order obtained from the Council of the City of New Orleans (the “Council”) pursuant to the Storm Recovery Securitization Law. Storm Recovery Property consists of the rights and interests of the Seller in the Financing Order, including the right to impose, bill, collect and receive certain non-bypassable, consumption-based charges (defined in the Storm Recovery Securitization Law as “Storm Recovery Charges”) from all existing and future electric service customers of Entergy New Orleans, Inc., an Louisiana electric utility, or its successors or assigns, as more fully described in the Financing Order.

Neither the full faith and credit nor the taxing power of the State of Louisiana or the City of New Orleans is pledged to the payment of the principal of, or interest on, this bond.

The Council has pledged for the benefit of the Holders, pursuant to the Financing Order and Section 1228(C)(5) of the Storm Recovery Securitization Law as follows:

After the earlier of the transfer of the storm recovery property to an assignee or issuance of the storm recovery bonds authorized by [the] [f]inancing [o]rder, [the] [f]inancing [o]rder is irrevocable until the indefeasible payment in full of such bonds and the related financing costs. The Council covenants, pledges and agrees it thereafter shall not amend, modify, or terminate [the] financing order by any

subsequent action, or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in [the] financing order, or in any way reduce or impair the value of the storm recovery property created by [the] financing order, except as may be contemplated by a refinancing authorized under [the Storm Recovery Securitization Law] or the periodic true up adjustments authorized by [the] financing order, until the indefeasible payment in full of the storm recovery bonds and the related financing costs….

Nothing in [the] financing order shall preclude limitation or alteration of [the] financing order if and when full compensation is made for the full protection of the storm recovery charges approved pursuant to [the] financing order and the full protection of the holders of storm recovery bonds and any assignee or financing party.

Pursuant to Section 1234 of the Storm Recovery Securitization Law, the State of Louisiana pledges to and agrees for the benefit of the Holders, the owners of the Storm Recovery Property (including the Issuer), and other financing parties that the State of Louisiana shall not:

(1) Alter the provisions of [the Storm Recovery Securitization Law] which authorize the [Council] to create a contract right by the issuance of a financing order, to create storm recovery property, and to make the storm recovery charges imposed by a financing order irrevocable, binding, and non-bypassable charges;

(2) Take or permit any action that impairs or would impair the value of storm recovery property; or

(3) Except as provided for in Section 1234 [of the Storm Recovery Securitization Law] and except for adjustments under any true-up mechanism established by the [Council], reduce, alter, or impair storm recovery charges that are to be imposed, collected, and remitted for the benefit of the bondholders and other financing parties until any and all principal, interest, premium, financing costs, and other fees, expenses, or charges incurred, and any contracts to be performed, in connection with the related storm recovery bonds have been paid and performed in full. Nothing in this [p]aragraph shall preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges collected pursuant to a financing order and full protection of the holders of storm recovery bonds and any assignee or financing party.

The Issuer and ENO hereby acknowledge that the purchase of this Storm Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledges and agreements.

As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Tranche [ ‑ ] Storm Recovery Bond may be registered on the Storm Recovery Bond Register upon surrender of this Tranche [ ‑ ] Storm Recovery Bond for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by (a) a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP); (ii)The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the Indenture Trustee, and (b) such other documents as the Indenture Trustee may require, and thereupon one or more new

Tranche [ ‑ ] Storm Recovery Bonds of Minimum Denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Tranche [ ‑ ] Storm Recovery Bond, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange, other than exchanges pursuant to Sections 2.04 or 2.06 of the Indenture not involving any transfer.

Each Storm Recovery Bond holder, by acceptance of a Storm Recovery Bond, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Storm Recovery Bonds or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Managers in their respective individual capacities, (ii) any owner of a membership interest in the Issuer (including ENO) or (iii) any shareholder, partner, owner, beneficiary, agent, officer or employee of the Indenture Trustee, the Managers or any owner of a membership interest in the Issuer (including ENO) in its respective individual or corporate capacities, or of any successor or assign of any of them in their individual or corporate capacities, except as any such Person may have expressly agreed in writing (it being understood that none of the Indenture Trustee, the Managers or ENO has any such obligations in their respective individual or corporate capacities).

Prior to the due presentment for registration of transfer of this Tranche [ ‑ ] Storm Recovery Bond, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Tranche [ ‑ ] Storm Recovery Bond is registered (as of the day of determination) as the owner hereof for the purpose of receiving payments of principal of and premium, if any, and interest on this Tranche [ ‑ ] Storm Recovery Bond and for all other purposes whatsoever, whether or not this Tranche [ ‑ ] Storm Recovery Bond be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Storm Recovery Bonds under the Indenture at any time by the Issuer with the consent of the Bondholders representing not less than a majority of the Outstanding Amount of all Storm Recovery Bonds. The Indenture also contains provisions permitting the Bondholders representing specified percentages of the Outstanding Amount of the Storm Recovery Bonds, on behalf of the Holders of all the Storm Recovery Bonds, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Tranche [ ‑ ] Storm Recovery Bond (or any one of more Predecessor Storm Recovery Bonds) shall be conclusive and binding upon such Holder and upon all future Holders of this Tranche [ ‑ ] Storm Recovery Bond and of any Storm Recovery Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Tranche [ ‑ ] Storm Recovery Bond. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Storm Recovery Bonds issued thereunder.

The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Issuer on this Tranche [ ‑ ] Storm Recovery Bond and (b) certain restrictive covenants and the related Events of Default, upon compliance by the Issuer with certain conditions set forth herein, which provisions apply to this Tranche [ ‑ ] Storm Recovery Bond.

The term “Issuer” as used in this Tranche [ ‑ ] Storm Recovery Bond includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Bondholders under the Indenture.

The Tranche [ ‑ ] Storm Recovery Bonds are issuable only in registered form in denominations as provided in the Indenture and the Series Supplement subject to certain limitations therein set forth.

This Tranche [ ‑ ] Storm Recovery Bond, the Indenture and the Series Supplement shall be GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE OF THE STATE OF LOUISIANA AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT THAT THE OBLIGATIONS OF THE TRUSTEE HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

No reference herein to the Indenture and no provision of this Tranche [ ‑ ] Storm Recovery Bond or of the Indenture shall alter or impair the obligation, which is absolute and unconditional, to pay the principal of and interest on this Tranche [ ‑ ] Storm Recovery Bond at the times, place, and rate, and in the coin or currency herein prescribed.

The Holder of this Tranche [ ‑ ] Storm Recovery Bond by the acceptance hereof agrees that, notwithstanding any provision of the Indenture or the Series Supplement to the contrary, the Holder shall have no recourse against the Issuer, but shall look only to the Storm Recovery Bond Collateral, with respect to any amounts due to the Holder under this Tranche [ ‑ ] Storm Recovery Bond.

The Issuer and the Indenture Trustee, by entering into the Indenture, and the Holders and any Persons holding a beneficial interest in any Tranche [ ‑ ] Storm Recovery Bond, by acquiring any Tranche [ ‑ ] Storm Recovery Bond or interest therein, (i) express their intention that, solely for the purpose of federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for the purpose of state, local and other taxes, the Tranche [ ‑ ] Storm Recovery Bonds qualify under applicable tax law as indebtedness of the sole owner of the Issuer secured by the Storm Recovery Bond Collateral and (ii) solely for purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, solely for purposes of state, local and other taxes, so long as any of the Tranche [ ‑ ] Storm Recovery Bonds are outstanding, agree to treat the Tranche [ ‑ ] Storm Recovery Bonds as indebtedness of the sole owner of the Issuer secured by the Storm Recovery Bond Collateral unless otherwise required by appropriate taxing authorities.

ABBREVIATIONS

The following abbreviations, when used in the inscription of the face of this Tranche [ ‑ ] Storm Recovery Bond, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM
TEN ENT	as tenants by the entireties
JT TEN	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT	___________________ Custodian ______________________ (Custodian)(minor)
	Under Uniform Gifts to Minor Act (____________________) (State)

Additional abbreviations may also be used though not in the above list.

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee ____________

FOR VALUE RECEIVED, the undersigned     STORM RECOVERY BOND: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Tranche [ ‑ ] Senior Secured Storm Recovery Bond in every particular, without alteration, enlargement or any change whatsoever.

NOTE: Signature(s) must be guaranteed by an institution which is a member of one of the following recognized Signature Guaranty Programs: (i) The Securities Transfer Agent Medallion Program (STAMP), (ii) The New York Stock Exchange Medallion Program (MSP), (iii) the Stock Exchange Medallion Program (SEMP) or (iv) such other guarantee program acceptable to the Indenture Trustee. hereby sells, assigns and transfers unto

(name and address of assignee)

the within Tranche [ ‑ ] Storm Recovery Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________, attorney, to transfer said Tranche [ ‑ ] Storm Recovery Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated: [___________, _____]
	______________________________________

EXHIBIT B

FORM OF SERIES SUPPLEMENT

This SERIES SUPPLEMENT dated as of September 1, 2015 (this “Supplement”), by and between ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., a limited liability company created under the laws of the State of Louisiana (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (“BNYM”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of [_____], 2015 by and between the Issuer and BNYM, in its capacity as Indenture Trustee and in its separate capacity as securities intermediary (the “Indenture”).

PRELIMINARY STATEMENT

Section 9.01 of the Indenture provides, among other things, that the Issuer and the Indenture Trustee may at any time enter into an indenture supplemental to the Indenture for the purposes of authorizing the issuance by the Issuer of the Storm Recovery Bonds and specifying the terms thereof. The Issuer has duly authorized the creation of the Storm Recovery Bonds with an initial aggregate principal amount of [$_____] to be known as Entergy New Orleans Storm Recovery Funding I, L.L.C. Storm Recovery Bonds (the “Storm Recovery Bonds”), and the Issuer and the Indenture Trustee are executing and delivering this Supplement in order to provide for the Storm Recovery Bonds.

All terms used in this Supplement that are defined in the Indenture, either directly or by reference therein, have the meanings assigned to them therein, except to the extent such terms are defined or modified in this Supplement or the context clearly requires otherwise. In the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture, the terms and provisions of this Supplement shall govern.

GRANTING CLAUSE

With respect to the Storm Recovery Bonds, the Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties of the Storm Recovery Bonds, Storm Recovery Bond Collateral consisting of all of the Issuer’s right, title and interest (whether now owned or hereafter acquired or arising) in and to (a) the Storm Recovery Property created under and pursuant to Financing Order No. R-15-193 dated May 14, 2015 (Docket No. UD-14-01) (the “Financing Order”), transferred by the Seller to the Issuer pursuant to the Sale Agreement (including, to the fullest extent permitted by law, the right to impose, bill, charge, collect and receive Storm Recovery Charges, all revenues, collections, claims, rights to payments, payments, money or proceeds of or arising from the Storm Recovery Charges authorized in the Financing Order and any Tariffs filed pursuant thereto and any contractual rights to collect such Storm Recovery Charges from Customers), (b) all Storm Recovery Charges related to such Storm Recovery Property, (c) the Sale Agreement and each Bill of Sale executed in connection therewith and all property and interests in property transferred under the Sale Agreement and such Bills of Sale with respect to such Storm Recovery Property and the Storm Recovery Bonds, (d) the Servicing Agreement, the Administration Agreement and any subservicing, agency, intercreditor, administration or collection agreements executed in connection therewith, to the extent related to the foregoing Storm Recovery Property and the Storm Recovery Bonds, (e) the Collection Account, all Subaccounts thereof and all amounts of cash, instruments, investment property or other assets on deposit therein or credited thereto from time to time and all financial assets and securities entitlements carried therein or credited thereto, (f) all rights to compel the Servicer to file for and obtain adjustments to the Storm Recovery Charges in accordance with Section 1228(C)(4) of the Storm Recovery Securitization Law, the Financing Order or any Tariff filed in connection therewith, (g) all present

and future claims, demands, causes and choses in action in respect of any or all of the foregoing, whether such claims, demands, causes and choses in action constitute Storm Recovery Property, accounts, general intangibles, instruments, contract rights, chattel paper or proceeds of such items or any other form of property, (h) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letters of credit, letters‑of‑credit rights, money, commercial tort claims and supporting obligations related to the foregoing, and (i) all payments on or under, and all proceeds in respect of, any or all of the foregoing. This Supplement covers all of the Storm Recovery Property described in the Financing Order. The following does not constitute Storm Recovery Bond Collateral: (i) cash that has been released pursuant to Section 8.02(e)(x) of the Indenture and, following retirement of all Outstanding Storm Recovery Bonds, cash that has been released pursuant to Section 8.02(e)(xii) of the Indenture; (ii) amounts deposited with the Issuer on the Closing Date, for payment of costs of issuance with respect to the Storm Recovery Bonds (together with any interest earnings thereon); and (iii) amounts received by us for the payment of additional costs of issuance of the Storm Recovery Bonds pursuant to the financing order, it being understood that such amounts described in clauses (i), (ii) and(iii) above shall not be subject to Section 3.17 of the Indenture.

The foregoing Grant is made in trust to secure the payment of principal of and premium, if any, interest on, and any other amounts owing in respect of, the Storm Recovery Bonds and all fees, expenses, indemnity amounts, counsel fees and other amounts due and payable to the Indenture Trustee (collectively, the “Secured Obligations”) equally and ratably without prejudice, priority or distinction, except as expressly provided in the Indenture, to secure compliance with the provisions of the Indenture with respect to the Storm Recovery Bonds, all as provided in the Indenture and to secure the performance by the Issuer of all of its obligations under the Indenture. The Indenture and this Series Supplement constitutes a security agreement within the meaning of the Storm Recovery Securitization Law and under the UCC to the extent that the provisions of the UCC are applicable hereto.

The Issuer hereby authorizes the Indenture Trustee to file one or more financing statements (including amendments of financing statements and continuation statements if applicable) with respect to the Storm Recovery Bond Collateral, including , without limitation, one or more financing statements describing the collateral covered thereby as “all assets or all personal property of the debtor” or words of similar effect; provided, however, nothwithstanding anything to the contrary contained herein, the Indenture Trustee shall not be responsible for the initial filing of any financial statement or the information contained therein (including any exhibits thereto).

The Indenture Trustee, as indenture trustee on behalf of the Secured Parties of the Storm Recovery Bonds, acknowledges such Grant and accepts the trusts under this Supplement and the Indenture in accordance with the provisions of this Supplement and the Indenture.

SECTION 1. Designation. The Storm Recovery Bonds shall be designated generally as the Storm Recovery Bonds and further denominated as Tranche [] through Tranche [].

SECTION 2. Initial Principal Amount; Storm Recovery Bond Interest Rate; Scheduled Payment Date; Final Maturity Date. The Storm Recovery Bonds shall have the initial principal amount, bear interest at the rates per annum and shall have the Scheduled Payment Dates and the Final Maturity Date set forth below:

Tranche Storm Recovery Bond Interest Rate Scheduled Final Payment Date Final Maturity Date

The Storm Recovery Bond Interest Rate shall be computed on the basis of a 360‑day year of twelve 30‑day months.

SECTION 3. Authentication Date; Payment Dates; Expected Amortization Schedule for Principal; Periodic Interest; No Premium; Other Terms.

(a) Authentication Date. The Storm Recovery Bonds that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on [] (the “Closing Date”) shall have as their date of authentication [].

(b) Payment Dates. The Payment Dates for the Storm Recovery Bonds are __________ and __________ of each year or, if any such date is not a Business Day, the next succeeding Business Day, commencing on [] and continuing until the earlier of repayment of the Tranche [] Storm Recovery Bonds in full and the Final Maturity Date for the latest maturing Tranche of Storm Recovery Bonds.

(c) Expected Amortization Schedule for Principal. Unless an Event of Default shall have occurred and be continuing on each Payment Date, the Indenture Trustee shall distribute to the Holders of record as of the related Record Date amounts payable pursuant to Section 8.02(e) of the Indenture as principal, to the holders of each Tranche of Storm Recovery Bonds, until the Outstanding Amount of the Storm Recovery Bonds has been reduced to zero; provided, however, that in no event shall a principal payment pursuant to this Section 3(c) on a Payment Date be greater than the amount necessary to reduce the Outstanding Amount of the Storm Recovery Bonds to the amount specified in the Expected Amortization Schedule which is attached as Schedule A for such Payment Date.

(d) Periodic Interest. Periodic Interest will be payable on the Storm Recovery Bonds on each Payment Date in an amount equal to one‑half of the product of (i) the applicable Storm Recovery Bond Interest Rate and (ii) the Outstanding Amount of the Storm Recovery Bonds as of the close of business on the preceding Payment Date after giving effect to all payments of principal made to the Holders of the Storm Recovery Bonds on such preceding Payment Date; provided, however, that with respect to the Initial Payment Date, or, if no payment has yet been made, interest on the outstanding principal balance will accrue from and including the Closing Date to, but excluding, the following Payment Date.

(e) Book‑Entry Storm Recovery Bonds. The Storm Recovery Bonds shall [not] be Book‑Entry Storm Recovery Bonds and the applicable provisions of Section 2.11 of the Indenture shall [not] apply to such Storm Recovery Bonds.

(f)Waterfall Cap. The amount payable with respect to the Storm Recovery Bonds pursuant to Section 8.02(e)(i) of the Indenture shall not exceed $1,000,000 annually.

SECTION 4. Minimum Denominations. The Storm Recovery Bonds shall be issuable in the Minimum Denomination and integral multiples thereof.

SECTION 5. Certain Defined Terms. Article I of the Indenture provides that the meanings of certain defined terms used in the Indenture shall, when applied to the Storm Recovery Bonds, be as defined in Appendix A to the Indenture. Additionally, Article II of the Indenture provides that certain terms will have the meanings specified in this Supplement. With respect to the Storm Recovery Bonds, the following definitions shall apply:

“Costs of Issuance Account” shall have the meaning set forth in Section 11 of this Series Supplement.

“Initial Payment Date” shall mean the first Payment Date for the Storm Recovery Bonds specified in the Expected Amortization Schedule which is attached as Schedule A hereto.

“Minimum Denomination” shall mean $100,000.

“Payment Date” has the meaning set forth in Section 3(b) of this Supplement.

“Periodic Interest” has the meaning set forth in Section 3(d) of this Supplement.

“Storm Recovery Bond Interest Rate” has the meaning set forth in Section 2 of this Supplement.

SECTION 6. Delivery and Payment for the Storm Recovery Bonds; Form of the Storm Recovery Bonds. The Indenture Trustee shall deliver the Storm Recovery Bonds to the Issuer when authenticated in accordance with Section 2.03 of the Indenture. The Storm Recovery Bonds shall be in the form of Exhibit A hereto.

SECTION 7. Ratification of Agreement. As supplemented by this Supplement, the Indenture is in all respects ratified and confirmed and the Indenture, as so supplemented by this Supplement, shall be read, taken, and construed as one and the same instrument. This Supplement amends, modifies and supplemented the Indenture only in so far as it relates to the Storm Recovery Bonds.

SECTION 8. Counterparts. This Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION 9. Governing Law. THIS Supplement SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE OF THE STATE OF LOUISIANA AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT THAT THE OBLIGATIONS OF THE TRUSTEE HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. Issuer Obligation. No recourse may be taken directly or indirectly, by the Holders with respect to the obligations of the Issuer on the Storm Recovery Bonds, under the Indenture or under this Supplement or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Managers in their respective individual capacities, (ii) any owner of a beneficial interest in the Issuer (including ENO) or (iii) any shareholder, partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee, the Managers or any owner of a beneficial interest in the Issuer (including ENO) in its individual capacity, or of any successor or assign of any of them in their respective individual or corporate capacities, except as any such Person may have expressly agreed

(it being understood that none of the Indenture Trustee, the Managers and ENO have any such obligations in their respective individual or corporate capacities).

SECTION 11. Application of Storm Recovery Bond Proceeds; Costs of Issuance Account. The proceeds of the Storm Recovery Bond Proceeds shall be applied to pay the costs of issuing the Storm Recovery Bonds and to purchase the Storm Recovery Property, as directed in an Officer’s Certificate. The Indenture Trustee shall, pursuant to an Issuer Order, deposit the amounts directed to be applied to the payment of the costs of issuance into a segregated trust account (the “Costs of Issuance Account”). Amounts in the Costs of Issuance Account shall be applied from time to time as directed by an Officer’s Certificate, to pay costs of issuing the Storm Recovery Bonds, and, upon payment of all such costs, for deposit into the General Subaccount and applied as a credit against Storm Recovery Charges as required by the Financing Order. Pending such application, amounts in the Costs of Issuance Account may be invested in the same manner and subject to the same restrictions as amounts in the General Subaccount, provided that any amount earned, or gains or losses, shall be credited to the Costs of Issuance Account.

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

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., as Issuer
	By: __________________________________ Name: Title:
	The Bank of New York Mellon, a New York banking corporation, as Indenture Trustee
	By: __________________________________ Name: Title:

SCHEDULE A

Expected Amortization Schedule

Outstanding Principal Balance OF THE STORM RECOVERY BONDS

Semi-Annual

Payment Date

Issuance Date

6/1/2016

12/1/2016

6/1/2017

12/1/2017

6/1/2018

12/1/2018

6/1/2019

12/1/2019

6/1/2020

12/1/2020

6/1/2021

12/1/2021

6/1/2022

12/1/2022

6/1/2023

12/1/2023

6/1/2024

12/1/2024

6/1/2025

EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED

BY INDENTURE TRUSTEE IN ASSESSMENT OF COMPLIANCE

Reg AB Reference		Applicable Indenture Trustee Responsibility
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back‑up servicer for the pool assets are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two (2) business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k‑1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset‑backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within thirty (30) calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within ninety (90) calendar days of their original identification, or such other number of days specified in the transaction agreements.
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the SEC, are maintained in accordance with the transaction agreements and applicable SEC requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the SEC as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two (2) business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	X*
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.

1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the servicer’s obligor records maintained no more than two (2) business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.
1122(d)(4)(v)	The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re‑agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within thirty (30) calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least thirty (30) calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two (2) business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge‑offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

*With respect to its custodial functions relating to the Collection Account.

20

APPENDIX A

DEFINITIONS

This is Appendix A to the Indenture.

A.Defined Terms. As used in the Indenture, the Sale Agreement, the LLC Agreement, the Servicing Agreement, the Series Supplement or any other Basic Document as hereinafter defined, as the case may be (unless the context requires a different meaning), the following terms have the following meanings:

“17g-5 Website” is defined in Section 10.21 of the Indenture.

“Act” is defined in Section 10.03(a) of the Indenture.

“Administration Agreement” means the Administration Agreement, dated as of [__________], 2015 by and between the Administrator and the Issuer, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Administration Fee” is defined in Section 2 of the Administration Agreement.

“Administrator” means ENO, as administrator under the Administration Agreement, or any successor administrator to the extent permitted under the Administration Agreement.

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agency Office” means the office of the Issuer maintained pursuant to Section 3.02 of the Indenture.

“Amendatory Tariff” means a revision to service riders or any other notice filing filed with the Council in respect of a Tariff pursuant to a True-Up Adjustment.

“Annual Accountant’s Report” is defined in Section 3.04 of the Servicing Agreement.

“Applicable MDMA” means, with respect to each Customer, any meter data management agent providing meter reading services for that Customer’s account.

“Application” means the application of ENO for a Financing Order to securitize uncollected storm recovery costs, uncollected costs associated with funding a storm reserve fund and associated financing costs and other costs filed by ENO with the Council and dated January 29, 2015, as modified by any supplemental or amending submissions, or any subsequent similar Application of ENO.

“Articles of Organization” means the Articles of Organization filed with the Secretary of State of the State of Louisiana on March 5, 2015 pursuant to which the Issuer was formed.

“Bankruptcy Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time.

“Base Rate Revenues” include electricity usage service charges and demand service charges.

“Basic Documents” means the Indenture, the Administration Agreement, the Sale Agreement and the Bill of Sale, the Articles of Incorporation and Initial Report, the LLC Agreement, the Servicing Agreement, the Series Supplement, the Letter of Representations, the Underwriting Agreement and all other documents and certificates delivered in connection therewith.

“Benefit Plan” means, with respect to any Person, any defined benefit plan (as defined in Section 3(35) of ERISA) that (a) is or was at any time during the past six (6) years maintained by such Person or any ERISA Affiliate of such person, or to which contributions by any such Person are or were at any time during the past six (6) years required to be made or under which such Person has or could have any liability or (b) is subject to the provisions of Title IV of ERISA.

“Bill of Sale” means the bill of sale substantially in the form of Exhibit A to the Sale Agreement.

“Billed SRCs” means the amounts of Storm Recovery Charges billed by the Servicer.

“Billing Period” means the period created by dividing the calendar year into twelve (12) consecutive periods of approximately twenty-one (21) Servicer Business Days.

“Bill” or Bills” means each of the regular monthly bills, summary bills, opening bills and closing bills, or a single bill, issued to Customers by ENO in its capacity as Servicer.

“Bond Interest Rate” means, with respect to any Tranche of Storm Recovery Bonds, the rate at which interest accrues on the Storm Recovery Bonds of such Tranche, as specified in the Series Supplement.

“Book-Entry Form” means, with respect to any Storm Recovery Bond or Series of Storm Recovery Bonds, that such Storm Recovery Bond or Series is not certificated and the ownership and transfers thereof shall be made through book entries by a Clearing Agency as described in Section 2.11 of the Indenture and the Series Supplement pursuant to which such Storm Recovery Bond or Series was issued.

“Book-Entry Storm Recovery Bonds” means any Storm Recovery Bonds issued in Book-Entry Form; except that after the occurrence of a condition whereupon book-entry registration and transfer are no longer permitted and Definitive Storm Recovery Bonds are to be issued to the Holder of such Storm Recovery Bonds, such Storm Recovery Bonds shall no longer be “Book-Entry Storm Recovery Bonds.”

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York or New Orleans, Louisiana are, or DTC is, authorized or obligated by law, regulation or executive order to remain closed.

“Capital Contribution” means the amount of cash contributed to the Issuer by ENO as specified in the LLC Agreement.

“Capital Subaccount” is defined in Section 8.02(a) of the Indenture.

“Certificate of Compliance” means the certificate referred to in Section 3.03 of the Servicing Agreement and substantially in the form of Exhibit C-2 attached to the Servicing Agreement.

“Claim” means a “claim” as defined in Section 101(5)of the Bankruptcy Code.

“Clearstream” means Clearstream Banking, Luxembourg, S.A.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Agency Participant” means a securities broker, dealer, bank, trust company, clearing corporation or other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means [_____], 2015, the date on which the Storm Recovery Bonds are originally issued in accordance with Section 2.10 of the Indenture and the Series Supplement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collection Account” means the account established and maintained by the Indenture Trustee in accordance with Section 8.02(a) of the Indenture and any subaccounts contained therein.

“Collection Period” means any period commencing on the first Servicer Business Day of any Billing Period and ending on the last Servicer Business Day of such Billing Period.

“Corporate Trust Office” means the principal office of the Indenture Trustee at which, at any particular time, its corporate trust business shall be administered, which office as of the Closing Date is located at The Bank of New York Mellon, 101 Barclay Street, Floor 7W, New York, New York, Attention: Jacqueline Kuhn, Telephone: (212) 815-2484, Facsimile: (212) 815-3883 or at such other address as the Indenture Trustee may designate from time to time by notice to the Holders of Storm Recovery Bonds and the Issuer, or the principal corporate trust office of any successor trustee by like notice.

“Costs of Issuance Account” means, with respect to any Tranche of Storm Recovery Bonds, the account, if any, established and maintained with the Indenture Trustee in accordance with the Series Supplement.

“Council” means the Council of the City of New Orleans, or any Governmental Authority succeeding to the duties of such agency.

“Council Pledge” means the Ordering Paragraphs [49 through 53], inclusive, of the Financing Order under the heading “Council Pledge”.

“Council Regulations” means the orders, rules and regulations, including temporary regulations, adopted or promulgated by the Council.

“Covenant Defeasance Option” is defined in Section 4.01(b) of the Indenture.

“Customers” means all existing and future customers receiving electric transmission or distribution retail service, or both, from ENO or its successors or assignees under rate schedules or special contracts approved by the Council, subject to limited exceptions specified in the Financing Order.

“Daily Remittance” is defined in Section 6.11(a) 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 as defined in Section 5.01 of the Indenture.

“Definitive Storm Recovery Bonds” means Storm Recovery Bonds issued in definitive form in accordance with Section 2.13 of the Indenture.

“DTC” means The Depository Trust Company or any successor thereto or assignee thereof.

“Electronic Means” means telephone, e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Indenture Trustee, or another method or system specified by the Indenture Trustee as available for use in connection with its services hereunder. Any communication by telephone as an Electronic Means shall be promptly confirmed in writing or by one of the other means of electronic communication authorized herein.

“Eligible Account” means a segregated non-interest-bearing trust account with either (a) an Eligible Institution or (b) the corporate trust department of a depository 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 depository institution shall have a long-term and/or short-term rating of not less than BBB+/A-2 by S&P and a long-term rating of not less than Baa3 from Moody’s.

“Eligible Institution” means:

(a)the corporate trust department of the Indenture Trustee or a subsidiary thereof, so long as any of the securities of the Indenture Trustee or a subsidiary thereof have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade; or

(b)a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), which (i) has either (A) a short-term issuer rating of “AAA” by S&P and “A2” by Moody’s or (B) a long-term issuer rating of “A‑1 +” by S&P 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.

If so qualified under clause (b) above, the Indenture Trustee may be considered an Eligible Institution for the purposes of clause (a) of this definition.

“Eligible Investments” mean instruments or investment property which evidence:

(a)direct obligations of, or obligations fully and unconditionally guaranteed as to timely payment by, the United States of America;

(b)time deposits and certificates of deposit of depository institutions meeting the requirements of clause (b) of the definition of Eligible Institution;

(c)commercial paper (other than commercial paper of ENO or any of its Affiliates) having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies from which a rating is available in the highest investment category granted thereby;

(d)investments in money market funds having a rating in the highest investment category granted thereby (including funds for which the Indenture Trustee or any of its Affiliates is investment manager or advisor) from Moody’s and S&P; or

(e)any other investment permitted by each of the Rating Agencies;

in each case maturing not later than the Business Day immediately preceding the next Payment Date or Special Payment Date, if applicable (for the avoidance of doubt, investments in money market funds or similar instruments which are redeemable on demand shall be deemed to satisfy the foregoing requirement). Notwithstanding the foregoing, any securities or investments which mature in 32 days or more shall not be “Eligible Investments” unless the issuer thereof has a long‑term unsecured debt rating of at least A1 from Moody’s and A+ from S&P, any securities or investments described in clauses (b) through (d) above which have maturities of less than or equal to 3 months shall not be “Eligible Investments” unless the issuer thereof has a long-term and short-term unsecured debt rating of at least A1/P-1 from Moody’s and any securities or investments described in clauses (b) through (d) above which have maturities of more than 3 months shall not be an “Eligible Investment” unless the issuer thereof has a long-term and short-term unsecured debt rating of at least Aa3/P-1 from Moody’s.

“ENO” means Entergy New Orleans, Inc., a Louisiana corporation, and its successors and assigns.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means with respect to any Person at any time, each trade or business (whether or not incorporated) that would, at that time, be treated together with such Person as a single employer under Section 401 of ERISA or Section 414(b), (c), (m) or (o) of the Code.

“Euroclear” means the Euroclear System.

“Event of Default” is defined in Section 5.01 of the Indenture.

“Excess Funds Subaccount” is defined in Section 8.02(a) of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expected Amortization Schedule” means, with respect to any Tranche, the expected amortization schedule related thereto set forth in the Series Supplement.

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

“Federal Book-Entry Regulations” means 31 C.F.R. Part 357 et seq. (Department of Treasury).

“Federal Book-Entry Securities” means securities issued in book-entry form by the United States Treasury.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Servicer from three (3) federal funds brokers of recognized standing selected by it.

“FERC” means the Federal Energy Regulatory Commission or any successor thereto.

“Final” means, with respect to the Financing Order, that the Financing Order has become final, is not being appealed and that the time for filing an appeal thereof has expired.

“Final Maturity Date” means, with respect to each Tranche of Storm Recovery Bonds, the Final Maturity Date therefor, as specified in the Series Supplement.

“Financial Asset” means “financial asset” as set forth in Section 8-102(a)(9) of the NY UCC.

“Financing Costs” means Upfront Financing Costs and Ongoing Financing Costs.

“Financing Order” means the Council Resolution No R-15-[___], approved by the Council on [______], 2015 pursuant to the Storm Recovery Securitization Law.

“General Subaccount” is defined in Section 8.02(a) of the Indenture.

“Global Storm Recovery Bond” means a Storm Recovery Bond evidencing all or any part of the Storm Recovery Bonds to be issued to the Holders thereof in Book-Entry Form, which Global Storm Recovery Bond shall be issued to the Clearing Agency, or its nominee, in accordance with Section 2.11 of the Indenture and the Series Supplement.

“Governmental Authority” means any nation or government, any federal, state, local or other political subdivision thereof and any court, administrative agency or other instrumentality or entity exercising executive, legislative, judicial, regulatory or administrative function of government.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, grant, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture and the Series Supplement. A Grant of the Storm Recovery Bond Collateral or of any other agreement or instrument included therein shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for payments in respect of the Storm Recovery Bond Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Holder” or “Bondholder” means the Person in whose name a Storm Recovery Bond is registered on the Storm Recovery Bond Register.

“Home Rule Charter” means the Home Rule Charter of the City of New Orleans adopted effective May 1, 1954, last revised effective as of January 1, 1996, as amended.

“Indenture” means the Indenture, dated as of [______], 2015, by and between the Issuer and the Indenture Trustee and Securities Intermediary as originally executed and, as from time to time supplemented or amended by the Series Supplement or by one or more indentures supplemental thereto entered into pursuant to the applicable provisions of the Indenture, as so supplemented or amended, or both, and shall include the forms and terms of the Storm Recovery Bonds established thereunder.

“Indenture Trustee” means The Bank of New York Mellon, a New York banking corporation, as indenture trustee for the benefit of the Secured Parties, or any successor indenture trustee under the Indenture.

“Independent” means, when used with respect to any specified Person, that the Person (a) is in fact independent of the Issuer, any other obligor on the Storm Recovery Bonds, the Seller, the Servicer and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material

indirect financial interest in the Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director (other than as an independent director or manager) or person performing similar functions.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and consented to by the Indenture Trustee, and such opinion or certificate shall state that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

“Independent Manager” is defined in Section 4.01(a) of the LLC Agreement.

“Independent Manager Fee” is defined in Section 4.01(a) of the LLC Agreement.

“Indirect Participant” means a securities broker, dealer, bank, trust company or other Person that clears through or maintains a custodial relationship with a Clearing Agency Participant, either directly or indirectly.

“Initial Report” means the Initial Report (together with the Articles of Organization) filed with the Secretary of State of the State of Louisiana on March 5, 2015, pursuant to which the Issuer was formed.

“Initial Tariff” means the initial Tariff filed by ENO on or about the Closing Date with the Council to evidence the Storm Recovery Charges pursuant to the Financing Order.

“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insolvency Law” means any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect.

“Interim True-Up Adjustment” means each adjustment to the Storm Recovery Charges made pursuant to the terms of the Tariff and in accordance with Section 4.01(a)(ii) of the Servicing Agreement.

“Interim True-Up Adjustment Date” means the effective date of any Interim True-Up Adjustment.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

“Internal Revenue Service” means the Internal Revenue Service of the United States of America, or any successor thereto.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Earnings” means investment earnings on funds deposited in the Collection Account net of losses and investment expenses.

“Issuance Advice Letter” means the Issuance Advice Letter filed with the Council pursuant to the Storm Recovery Securitization Law and the Financing Order with respect to the Storm Recovery Bonds.

“Issuer” means Entergy New Orleans Storm Recovery Funding I, L.L.C., a Louisiana limited liability company, named as such in the Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Storm Recovery Bonds.

“Issuer Order” and “Issuer Request” mean a written order or request signed in the name of the Issuer by any one of its Responsible Officers and delivered to the Indenture Trustee or Paying Agent, as applicable.

“Legal Defeasance Option” is defined in Section 4.01(b) of the Indenture.

“Letter of Representations” means any applicable agreement between the Issuer and the applicable Clearing Agency, with respect to such Clearing Agency’s rights and obligations (in its capacity as a Clearing Agency) with respect to any Book-Entry Storm Recovery Bonds, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Lien” means a security interest, lien, mortgage, charge, pledge, equity or encumbrance of any kind.

“LLC Act” means the Louisiana Limited Liability Company Law, La. R.S. 12:1301-1369, as amended.

“LLC Agreement” means the Limited Liability Company Operating Agreement of Entergy New Orleans Storm Recovery Funding I, L.L.C., dated as of March 5, 2015, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Losses” means (i) any and all amounts of principal and interest on the Storm Recovery Bonds not paid when due or when scheduled to be paid in accordance with their terms and the amounts of any deposits by or to the Issuer required to have been made in accordance with the terms of the Basic Documents or the Financing Order which are not made when so required and (ii) any and all other liabilities, obligations, losses, claims, damages, payments, costs or expenses of any kind whatsoever.

“Louisiana UCC” means the Uniform Commercial Code as in effect from time to time in the State of Louisiana.

“Louisiana UCC Filing Officer” means the clerk of court of any Louisiana parish.

“Manager” means each manager of the Issuer under the LLC Agreement.

“Member” has the meaning specified in the first paragraph of the LLC Agreement.

“Minimum Denomination” means, with respect to any Storm Recovery Bond, the minimum denomination therefor specified in the Series Supplement, which minimum denomination shall be not less than $100,000, and, except as otherwise provided in the Series Supplement integral multiples thereof, except for one Storm Recovery Bond of each Tranche which may be of smaller denomination.

“Monthly Servicer’s Certificate” means a certificate, substantially in the form of Exhibit A to the Servicing Agreement, completed and executed by a Responsible Officer of the Servicer pursuant to Section 3.01(b)(i) of the Servicing Agreement.

“Moody’s” means Moody’s Investors Service, Inc. or any successor thereto. References to Moody’s are effective so long as Moody’s is a Rating Agency.

“Non-Standard True-Up Adjustment” means each adjustment to the Storm Recovery Charges made pursuant to the terms of the Tariff and in accordance with Section 4.01(a)(iii) of the Servicing Agreement.

“Non-U.S. Holder” means a holder of Storm Recovery Bonds that is neither a U.S. Holder nor subject to rules applicable to former citizens and residents of the United States.

“Notice of Default” is defined in Section 5.01 of the Indenture.

“NY UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Officer’s Certificate” means a certificate signed by a Responsible Officer of the Issuer under the circumstances described in, and otherwise complying with, the applicable requirements of Section 10.01 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Responsible Officer of the party delivering such certificate.

“Ongoing Financing Costs” mean Operating Expenses and all other financing costs, as defined in Section 1227(5) of the Storm Recovery Securitization Law, paid or to be paid from Storm Recovery Charges.

“Operating Expenses” means all unreimbursed fees, costs and out-of-pocket expenses of the Issuer, including all amounts owed by the Issuer to the Indenture Trustee (including indemnities, legal fees and expenses) or any Manager, the Servicing Fee, the Administration Fee, legal and accounting fees, Rating Agency fees, and costs and expenses of the Issuer and (to the extent payable from Storm Recovery Charges under the Storm Recovery Securitization Law) ENO.

“Opinion of Counsel” or “Opinion” means one or more written opinions of counsel who may, except as otherwise expressly provided in the Basic Documents, be employees of or counsel to the party providing such opinion of counsel, which counsel shall be reasonably acceptable to the party receiving such opinion of counsel, and shall be in form and substance reasonably acceptable to such party.

“Outstanding” means, as of the date of determination, all Storm Recovery Bonds theretofore authenticated and delivered under this Indenture except:

(a)Storm Recovery Bonds theretofore canceled by the Storm Recovery Bond Registrar or delivered to the Storm Recovery Bond Registrar for cancellation;

(b)Storm Recovery Bonds or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Storm Recovery Bonds; and

(c)Storm Recovery Bonds in exchange for or in lieu of other Storm Recovery Bonds which have been issued pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Storm Recovery Bonds are held by a Protected Purchaser;

provided that in determining whether the Holders of the requisite Outstanding Amount of the Storm Recovery Bonds or any Tranche thereof have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Storm Recovery Bonds owned by the Issuer, any other obligor of the Storm Recovery Bonds, the Member, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Storm Recovery Bonds that the Indenture Trustee actually knows to be so owned shall be so disregarded. Storm Recovery Bonds so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Storm Recovery Bonds and that the pledgee is not the Issuer, any other obligor upon the Storm Recovery Bonds, the Member, the Seller, the Servicer or any Affiliate of any of the foregoing Persons.

“Outstanding Amount” means the aggregate principal amount of all Storm Recovery Bonds or, if the context requires, all Storm Recovery Bonds of a Tranche, Outstanding at the date of determination.

“Paying Agent” means with respect to the Indenture, the Indenture Trustee and any other Person appointed as a paying agent for the Storm Recovery Bonds pursuant to the Indenture.

“Payment Date” means, with respect to any Tranche of Storm Recovery Bonds, the dates specified in the Series Supplement; provided, that if any such date is not a Business Day, the Payment Date shall be the Business Day immediately succeeding such date.

“Periodic Billing Requirement” or “PBR” means the aggregate dollar amount of SRCs that must be billed during a given period (i.e., semi‑annually or such other applicable period) so that the SRC Collections will be timely and sufficient to meet the PPR for that period, based upon: (i) forecast usage data for the period; (ii) forecast uncollectibles for the period; (iii) forecasts lags in collection of billed SRCs for the period; and (iv) projected collections of SRCs pending the implementation of the True-Up Adjustment.

“Periodic Interest” means, with respect to any Payment Date and the periodic interest for such Payment Date as specified in the related Series Supplement.

“Periodic Payment Requirement” or “PPR” for any Collection Period means the total dollar amount of SRC Collections reasonably calculated by the Servicer in accordance with Section 4.01 of the Servicing Agreement as necessary to be received during such period (after giving effect to the allocation and distribution of amounts on deposit in the Excess Funds Subaccount and to any unrecovered shortfalls in Periodic Payment Requirements) in order to ensure that, on each Payment Date occurring in such period, (1) all accrued and unpaid interest on the Storm Recovery Bonds then due shall have been paid in full, (2) the Outstanding Amount of the Storm Recovery Bonds is equal to the Projected Unrecovered Balance, (3) the balance on deposit in the Capital Subaccount equals the aggregate Required Capital Level and (4) all other

Ongoing Financing Costs (including the return on capital invested in the Capital Subaccount) due and owing and required or allowed to be paid under Section 8.02 of the Indenture within such period shall have been paid in full; and with respect to any Quarterly True-Up Adjustment, Semi-Annual True-Up Adjustment or Interim True-Up Adjustment occurring after the last Scheduled Final Payment Date for any Storm Recovery Bonds, the Periodic Payment Requirements shall be calculated to ensure that sufficient SRCs will be collected to retire such Storm Recovery Bonds in full as of the earlier of (x) the Payment Date preceding the next Semi-Annual True-Up Adjustment Date and (y) the Final Maturity Date for such Storm Recovery Bonds.

“Periodic Principal” means, with respect to any Payment Date, the excess, if any, of the Outstanding Amount of the Storm Recovery Bonds over the outstanding Projected Unrecovered Balance specified for such Payment Date on the Expected Amortization Schedule.

“Permitted Lien” means the Lien created by the Indenture.

“Permitted Successor” is defined in Section 5.02 of the Sale Agreement.

“Person” means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or Governmental Authority, and includes successors permitted by the Basic Documents.

“Personal Representative” means, as to a natural person, the succession representative, executor, administrator, guardian, conservator, or other legal representative thereof and, as to a person other than a natural person, the legal representative or successor thereof.

“Predecessor Storm Recovery Bond” means, with respect to any particular Storm Recovery Bond, every previous Storm Recovery Bond evidencing all or a portion of the same debt as that evidenced by such particular Storm Recovery Bond, and, for the purpose of this definition, any Storm Recovery Bond authenticated and delivered under Section 2.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Storm Recovery Bond shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Storm Recovery Bond.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Projected Unrecovered Balance” means, as of any Payment Date, the sum of the projected outstanding principal amount of each Tranche of Storm Recovery Bonds for such Payment Date set forth in the Expected Amortization Schedule.

“Protected Purchaser” has the meaning specified in Section 8-303 of the NY UCC.

“Quarterly True-Up Adjustment” means each quarterly adjustment to the Storm Recovery Charges made pursuant to the terms of the Tariff and in accordance with Section 4.01(a)(i) of the Servicing Agreement.

“Quarterly True-Up Adjustment Date” means the quarterly date on which the Quarterly True-Up Adjustment request is filed with the Council pursuant to Section 4.01(a)(i) of the Servicing Agreement.

“Rating Agency” with respect to any Tranche of Storm Recovery Bonds, means either Moody’s or Standard & Poor’s which provides, at the request of the Issuer, a rating with respect to such Tranche of Storm Recovery Bonds. If no such organization or successor is any longer in existence, “Rating Agency”

shall be a nationally recognized statistical rating organization or other comparable Person designated by the Issuer, notice of which designation shall be given to the Indenture Trustee and the Servicer.

“Rating Agency Condition” means, with respect to any action, the notification in writing to each Rating Agency of such action, and written confirmation from Standard & Poor’s to the Servicer, the Indenture Trustee and the Issuer that such action will not result in a suspension, reduction or withdrawal of the then current rating by such Rating Agency of any Tranche of Storm Recovery Bonds and that prior to the taking of the proposed action no other Rating Agency shall provide written notice that such action would result in the suspension, reduction or withdrawal of the then current rating of any Tranche of Storm Recovery Bonds.

“Record Date” means, with respect to a Payment Date, in the case of Definitive Storm Recovery Bonds, the close of business on the last day of the calendar month preceding the calendar month in which such Payment Date occurs, and in the case of Book-Entry Storm Recovery Bonds, one Business Day prior to the applicable Payment Date.

“Registered Holder” means the Person in whose name a Storm Recovery Bond is registered on the Storm Recovery Bond Register.

“Registration Statement” means the registration statement, Form S-3 Registration Nos. 333-203320 and 333-203320-01, as applicable, filed with the SEC under the Securities Act relating to the offering and sale of the Storm Recovery Bonds, and including all amendments thereto.

“Regulation AB” means the rules of the SEC promulgated under Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time.

“Remittance Date” means each Servicer Business Day on which a Remittance is to be made by the Servicer pursuant to the Servicing Agreement.

“Remittance Period” means the twelve-month period commencing on [January 1] of each year and ending on the last day of December of each year, except that the initial Remittance Period shall commence on the Closing Date and end on [December 31], 2015.

“Required Capital Level” means an amount equal to 0.50% of the initial principal amount of the Storm Recovery Bonds.

“Requirement of Law” means any foreign, federal, state or local laws, statutes, regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any Governmental Authority or common law.

“Responsible Officer” means with respect to (a) the Issuer, any Manager or any duly authorized officer; (b) the Indenture Trustee, any officer within the Corporate Trust Office of such trustee (including the President, any Vice President, Assistant Vice President, Secretary or Assistant Treasurer, Trust Officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by persons who at the time shall be such officers, respectively, and that has direct responsibility for the administration of the Indenture and also, with respect to a particular matter, any other officer to whom such matter is referred to because of such officer’s knowledge and familiarity with the particular subject); (c) any corporation (other than the Indenture Trustee), the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, the Assistant Treasurer or any other duly authorized officer of such Person who has been authorized to act in the circumstances; (d) any partnership, any general partner thereof;

and (e) any other Person (other than an individual or the Indenture Trustee), any duly authorized officer or member of such Person, as the context may require, who is authorized to act in matters relating to such Person.

“Restricted Plan” means (a) an “employee benefit plan” as defined in and subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code, (c) an entity whose underlying assets include the assets of such employee benefit plan or plan or (d) a governmental or church plan which is subject to any federal, state or local law that is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code.

“Retirement of the Storm Recovery Bonds” means any day on which the final distribution is made to the Indenture Trustee in respect of the last Outstanding Storm Recovery Bonds.

“Sale Agreement” means the Storm Recovery Property Purchase and Sale Agreement, dated as of [_______], 2015, by and between ENO and the Issuer, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Scheduled Final Payment Date” means, with respect to each Tranche of Storm Recovery Bonds, the date when all interest and principal is scheduled to be paid with respect to that Tranche in accordance with the Expected Amortization Schedule, as specified in the Series Supplement. For the avoidance of doubt, the Scheduled Final Payment Date with respect to any Tranche shall be the last Scheduled Payment Date set forth in the Expected Amortization Schedule relating to such Tranche. The “last Scheduled Final Payment Date” means the Scheduled Final Payment Date of the last maturing Tranche of Storm Recovery Bonds.

“Scheduled Payment Date” is defined in the Series Supplement with respect to each Tranche of Storm Recovery Bonds.

“SEC” means the U.S. Securities and Exchange Commission.

“Secretary of State” means the Secretary of State of the State of Louisiana or any Governmental Authority succeeding to the duties of such office.

“Secured Obligations” is defined in the Series Supplement, a form of which is attached as Exhibit B to the Indenture.

“Secured Parties” means the Indenture Trustee, the Bondholders and any credit enhancer described in the Series Supplement.

“Securities Account” means the Collection Account (to the extent it constitutes a securities account as defined in the NY UCC and Federal Book-Entry Regulations).

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary” means The Bank of New York Mellon, solely in the capacity of a “securities intermediary” as defined in the NY UCC and Federal Book-Entry Regulations or any successor securities intermediary under the Indenture.

“Security Entitlement” means “security entitlement” (as defined in Section 8-102(a)(17) of the NY UCC) with respect to Financial Assets now or hereafter credited to the Securities Account and, with

respect to Federal Book-Entry Regulations, with respect to Federal Book-Entry Securities now or hereafter credited to the Securities Account, as applicable.

“Seller” is defined in the Preamble to the Sale Agreement.

“Semi-Annual Servicer’s Certificate” means a certificate, substantially in the form of Exhibit B to the Servicing Agreement, completed and executed by a Responsible Officer of the Servicer pursuant to Section 4.01(b)(ii) of the Servicing Agreement.

“Semi-Annual True-Up Adjustment” means each semi-annual adjustment to the Storm Recovery Charges made pursuant to the terms of the Tariff and in accordance with Section 4.01(a)(i) of the Servicing Agreement.

“Semi-Annual True-Up Adjustment Date” means the semi-annual date on which the Semi-Annual True-Up Adjustment request is filed with the Council pursuant to Section 4.01(a)(i) of the Servicing Agreement.

“Series Supplement” means the indenture supplemental to the Indenture in the form attached as Exhibit B to the Indenture that authorizes the issuance of the Storm Recovery Bonds.

“Servicer” means ENO, as servicer under the Servicing Agreement, or any successor servicer to the extent permitted under the Servicing Agreement.

“Servicer Business Day” means any day other than a Saturday, Sunday or holiday on which the Servicer maintains normal office hours and conducts business.

“Servicer Default” is defined in Section 7.01 of the Servicing Agreement.

“Servicer Policies and Practices” means, with respect to the Servicer’s duties under the Servicing Agreement, the policies and practices of the Servicer applicable to such duties that the Servicer follows with respect to comparable assets that it services for itself and, if applicable, others.

“Servicing Agreement” means the Storm Recovery Property Servicing Agreement, dated as of [______], 2015, by and between the Issuer and ENO, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Servicing Fee” means the fee payable to the Servicer on each Payment Date for services rendered during the period from, but not including, the preceding Payment Date (or from the Closing Date in the case of the first Payment Date) to and including the current Payment Date, determined pursuant toSection 6.06 of the Servicing Agreement.

“Servicing Standard” means the obligation of the Servicer to calculate, apply, remit and reconcile proceeds of the Storm Recovery Property, including SRC Payments, and all other Storm Recovery Bond Collateral for the benefit of the Issuer and the Holders (i) with the same degree of care and diligence as the Servicer applies with respect to payments owed to it for its own account, (ii) in accordance with all applicable procedures and requirements established by the Council for collection of electric utility tariffs and (iii) in accordance with the other terms of the Servicing Agreement.

“Special Member” is defined in Section 1.02(b) of the LLC Agreement.

“Special Payment” means with respect to any Tranche of Storm Recovery Bonds, any payment of principal of or interest on (including any interest accruing upon default), or any other amount in respect of, the Storm Recovery Bonds of such Tranche that is not actually paid within five (5) days of the Payment Date applicable thereto.

“Special Payment Date” means the date on which a Special Payment is to be made by the Indenture Trustee to the Holders.

“Special Record Date” means with respect to any Special Payment Date, the close of business on the fifteenth (15^th) day (whether or not a Business Day) preceding such Special Payment Date.

“Sponsor” means ENO, in its capacity as “sponsor” of the Storm Recovery Bonds within the meaning of Regulation AB.

“Standard & Poor’s” or “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor thereto. References to S&P are effective so long as S&P is a Rating Agency.

“State” means any one of the fifty states of the United States of America or the District of Columbia.

“State Pledge” means the pledge of the State of Louisiana and the Louisiana Legislature as set forth in Section 1234 of the Storm Recovery Securitization Law.

“Storm Recovery Bond Collateral”, as more fully defined in the Indenture, means the Storm Recovery Property and related properties and rights, including without limitation the Sale Agreement and certain deposit accounts and securities accounts, which are encumbered by the Issuer to the Indenture Trustee as collateral for Storm Recovery Bonds. Such property does not include ENO’s right to recover certain costs of issuance from rates and charges (other than Storm Recovery Charges), its rate of return on the Capital Contribution or its servicing or administration fees.

“Storm Recovery Bonds” means one or more series of senior secured storm recovery bonds authorized by the Financing Order and issued under the Indenture.

“Storm Recovery Charge” or “SRC” means any storm recovery charges, as defined in Section 1227(15) of the Storm Recovery Securitization Law, authorized pursuant to the Financing Order.

“Storm Recovery Property” means all storm recovery property, as defined in Section 1227(17) of the Storm Recovery Securitization Law, created pursuant to the Financing Order and sold or otherwise conveyed by ENO to the Issuer pursuant to the Sale Agreement.

“Storm Recovery Securitization Law” means Act No. 64 of the Louisiana Regular Session of 2006, the “Louisiana Electric Utility Storm Recovery Securitization Act”, codified at La. R.S. 45:1226-1236.

“SRC Collections” or “SRC Payments” means the payments made by Customers to the Servicer based on the Storm Recovery Charges.

“SRC Remittances” or “Remittances” means the remittances of SRC Payments by the Servicer to the Indenture Trustee.

“Subaccounts” is defined in Section 8.02(a) of the Indenture.

“Successor Servicer” is defined in Section 3.07(e) of the Indenture.

“Tariff” means any rate tariff filed with the Council by ENO pursuant to the Storm Recovery Securitization Law to evidence any Storm Recovery Charges.

“Temporary Storm Recovery Bonds” means Storm Recovery Bonds executed, and upon the receipt of an Issuer Order, authenticated and delivered by the Indenture Trustee pending the preparation of Definitive Storm Recovery Bonds pursuant to Section 2.04 of the Indenture.

“Termination Notice” is defined in Section 7.01 of the Servicing Agreement.

“Tranche” means any one of the groupings of Storm Recovery Bonds differentiated by amortization schedule, interest rate or sinking fund schedule, as specified in the Series Supplement.

“Treasury Regulations” means the regulations, including proposed or temporary regulations, promulgated under the Code. References to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“True-Up Adjustment” means any Semi-Annual True-Up Adjustment, Quarterly True-Up Adjustment, Interim True-Up Adjustment or Non-Standard True-Up Adjustment, as the case may be.

“True-Up Letter” means any True-Up Letter, substantially in the form of Exhibit D to the Servicing Agreement, requesting a True-Up Adjustment.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, as in force on the Closing Date, unless otherwise specifically provided.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

“Underwriters” means the underwriter or underwriters who purchase Storm Recovery Bonds of any Tranche from the Issuer and resell such Storm Recovery Bonds in a public offering.

“Underwriting Agreement” means the Underwriting Agreement, dated [______], 2015, by and among ENO, the Underwriters party thereto and the Issuer, as the same may be amended, supplemented or modified from time to time.

“Unrecovered Balance” means, as of any Payment Date, the sum of the outstanding principal amount of each Tranche of Storm Recovery Bonds.

“Unregistered Storm Recovery Bonds” means any Storm Recovery Bonds not registered under the Securities Act or the securities laws of any other jurisdiction.

“Upfront Financing Costs” means financing costs, as defined in Section 1227(5) of the Storm Recovery Securitization Law, paid or to be paid from the proceeds of Storm Recovery Bonds.

“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 option of the issuer thereof.

B.Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with United States generally accepted accounting principles. To the extent that the definitions of accounting terms in any Basic Document are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles, the definitions contained in such Basic Document shall control.

As used in the Basic Documents, the term “including” means “including without limitation,” and other forms of the verb “to include” have correlative meanings. All references to any Person shall include such Person’s permitted successors.

The word “or” is used in its inclusive sense.

Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa.

C.Computation of Time Periods. Unless otherwise stated in any of the Basic Documents, as the case may be, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

D.Reference; Captions. The words “hereof,” “herein” and “hereunder” and words of similar import when used in any Basic Document shall refer to such Basic Document as a whole and not to any particular provision of such Basic Document; and references to “Section,” “subsection,” “Annex,” “Appendix,” “Schedule” and “Exhibit” in any Basic Document are references to Sections, subsections, Schedules, Annexes, Appendices and Exhibits in or to such Basic Document unless otherwise specified in such Basic Document. The various captions (including the tables of contents) in each Basic Document are provided solely for convenience of reference and shall not affect the meaning or interpretation of any Basic Document.

E.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 Basic Documents) 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.

F.Severability. Any provision of a Basic Document that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainder of such provision (if any) or the remaining provisions hereof (unless such a construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

G.Execution in Counterparts. Each Basic Document may be executed by the parties thereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

H.Signatures received by Electronic Means. The parties to each of the Basic Agreements acknowledge that signatures to the Basic Documents received by facsimile or other Electronic Means shall be enforceable as original signatures.

EX-8.1

Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 (212) 839 5300 (212) 839 5599 FAX	BEIJING BOSTON BRUSSELS CHICAGO DALLAS GENEVA	HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO	SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.
	Founded 1866

May 29, 2015

Exhibit 8.1

Entergy New Orleans, Inc.

1600 Perdido Street

New Orleans, Louisiana 70112

Entergy New Orleans Storm Recovery Funding I, L.L.C.

1600 Perdido Street

L-MAG-505A

New Orleans, Louisiana 70112

Re:Entergy New Orleans Storm Recovery Funding I, L.L.C.

Ladies and Gentlemen:

We have acted as special counsel to Entergy New Orleans, Inc. (“ENO”) and Entergy New Orleans Storm Recovery Funding I, L.L.C., a Louisiana limited liability company (the “Company”), in connection with the preparation of the Registration Statement filed on Form S-3 (Registration Nos. 333-203320 and 333-203320-01 filed on April 10, 2015 and as amended by Amendment No. 1 filed May 29, 2015 (collectively, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed issuance of up to $99,000,000 of storm recovery bonds (the “Storm Recovery Bonds”) of the Company to be offered in such manner as described in the form of the prospectus (the “Prospectus”) included as part of the Registration Statement. The Storm Recovery Bonds are to be issued under an Indenture (the “Indenture”) between the Company and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).

We are familiar with the proceedings taken and proposed to be taken by the Company in connection with the proposed authorization, issuance and sale of the Storm Recovery Bonds. We have examined and relied upon originals, or copies of originals, certified or otherwise identified to our satisfaction of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and other instruments, and examined such questions of law and satisfied ourselves to such matters of fact as we deemed relevant or necessary as a basis for this letter. In rendering the opinions expressed in this letter, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us

Entergy New Orleans, Inc.

Entergy New Orleans Storm

Recovery Funding I, L.L.C.

May 27, 2015

Page 2

as originals and the conformity with the original documents of any copies thereof submitted to us for examination. As to any facts material to the opinions expressed herein that we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company or others.

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

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

We are furnishing this opinion to you solely in connection with the issuance of the Storm Recovery Bonds described above, and this opinion is not to be relied on, circulated, quoted or otherwise referred to for any other purpose. However, we hereby consent to (i) the posting of a copy of this letter to an internet website required under Rule 17g-5 under the Exchange Act and maintained by ENO solely for the purpose of complying with such rule and (ii) the filing of this opinion as an exhibit to the Registration Statement and to the references to this Firm in the Prospectus under the section captioned "Prospectus Summary - Tax Status," the Prospectus under the section captioned "Material U.S. Federal Income Tax Consequences," the Prospectus under the section captioned "Legal Matters," and the Prospectus Supplement under the section captioned "Material U.S. Federal Income Tax Consequences." In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the related rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Sidley Austin LLP

EX-8.2

7

Exhibit 8.2

May 29, 2015

9346-354

To Each Person Listed on the

attached Schedule I

Re:Entergy New Orleans Storm Recovery Funding I, L.L.C.:

Exhibit 8.2 -- Louisiana Tax Issues

Ladies and Gentlemen:

We have acted as counsel to Entergy New Orleans Storm Recovery Funding I, L.L.C., a Louisiana limited liability company (the “Issuer”), in connection with its offering and sale of $99,000,000.00aggregate principal amount of its 2015 Senior Secured Storm Recovery Bonds (the “Storm Recovery Bonds”). The Issuer and Entergy New Orleans, Inc., a Louisiana corporation (“ENO”), in its capacity as sponsor for the Issuer, each filed with the Securities and Exchange Commission a registration statement on Form S-3 on April 10, 2015 (Registration Nos. 333-203320 and 333-203320-01), as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on May 29, 2015, including a prospectus and a form of preliminary prospectus supplement, both subject to completion (collectively, the “Registration Statement”), relating to the proposed issuance of up to $99,000,000.00 in aggregate principal amount of Storm Recovery Bonds of the Issuer. At your request, among other things, this opinion is being furnished to you for filing as Exhibit 8.2 to the Registration Statement.

DOCUMENTS EXAMINED

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of the following:

(a)The Articles of Organization of the Issuer, dated March 4, 2015, as filed in the office of the Secretary of State of the State of Louisiana (the "Secretary of State") on March 5, 2015;

(b)The Limited Liability Company Operating Agreement of the Issuer, dated as of March 5, 2015 (the “LLC Agreement”), by ENO, as the sole member and the Issuer;

(c)A Certificate of Good Standing dated May 27, 2015, for the Issuer, obtained from the Secretary of State;

(d)The Management Agreement, dated March 5, 2015, by Issuer’s initial individual managers, and the Management Agreement, dated April 17, 2015, by the Issuer’s independent manager;

(e)Forms of Indenture and the Series Supplement (as so supplemented, the “Indenture”), each dated as of ___________, 2015, and each to be entered into between the Issuer and The Bank of New York Mellon, a New York banking corporation, as indenture trustee and securities intermediary, pursuant to which the Storm Recovery Bonds are issued;

(f)The form of the Sale Agreement, dated as of ______________, 2015, to be entered into by and between the Issuer and ENO, as Seller;

(g)The form of the Servicing Agreement, dated as of _____________, 2015, to be entered into by and between the Issuer and ENO, as Servicer;

(h)The form of the Administration Agreement, dated as of ____________, 2015, to be entered into by and between the Issuer and ENO, as Administrator;

(i)The form of the Underwriting Agreement, dated ________________, 2015, to be entered into among ENO, the Issuer and the underwriters named therein;

(j)The Registration Statement; and

(k)The Financing Order Resolution No. R-15-193 adopted by the Council of the City of New Orleans (the “Council”) on May 14, 2015, pertaining to the Issuer and the Company in Docket No. UD-14-01 (Phase II) (the “Financing Order”).

Capitalized terms used herein and not otherwise defined are used as defined in the Registration Statement. The documents listed in paragraphs (d) through (i) above and the Storm Recovery Bonds are hereinafter collectively referred to as the "Transaction Documents."

RELIANCE AND ASSUMPTIONS

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (k) above. In particular, for purposes of this opinion we have not reviewed any document (other than the documents listed in paragraphs (a) through (k) above) that is referred to in or incorporated by reference into any document reviewed by us. We have also assumed that the Issuer and ENO (its sole member) are not parties to any tax sharing or similar agreement that shifts the economic consequences of taxation between or among the taxpayer and other parties to such agreement. In our examination, we have assumed, without independent investigation, the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of documents, we have assumed that the parties to such documents had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents, including the Transaction Documents, and the validity and binding effect thereof.

We have made no independent investigation of the facts referred to herein, and with respect to such facts have relied, for the purpose of rendering this opinion and except as otherwise stated herein, exclusively on the representations and statements contained and matters provided for in the Transaction Documents, the Registration Statement and such other documents relating to the Transaction as we deemed advisable, including the factual representations, warranties and covenants contained therein as made by the respective parties thereto.

We have assumed that the documents listed in paragraphs (d) through (i) above will have been executed and delivered prior to the issuance of the Storm Recovery Bonds.

In addition, we have assumed that (i) the Storm Recovery Bonds will be issued in accordance with the operative documents described in the Registration Statement, and (ii) the Storm Recovery Charges, the Storm Recovery Property and amounts held in the reserve accounts created pursuant to the Indenture will be received and held in accordance with the operative documents described in the Registration Statement.

Our opinions are based on the assumptions that for federal income tax purposes both (i) the Storm Recovery Bonds will be considered the indebtedness of ENO, and (ii) the Issuer will not be considered an entity separate from ENO (its single member).

Our opinions are also based on the assumption that (i) the issuance of the Storm Recovery Bonds and the other transactions set forth in or contemplated by the Registration Statement and the Transaction Documents are not part of another transaction or another series of transactions that would require the Issuer, any investor or any other participant to treat such transaction or transactions as subject to the disclosure, registration, or list maintenance requirements of Section 6011, 6111 or 6112 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Issuer has not made and will not make an election under Treasury Regulations §301.7701-3(c)(1) to be classified as an entity separate from ENO, its single member, for federal tax purposes.

OPINIONS

You have requested our opinion regarding the Louisiana tax implications of certain activities of ENO, the Issuer and investors in the Storm Recovery Bonds. Based upon the foregoing assumptions and subject to the limitations, assumptions and qualifications set forth below, we are of the opinion that:

(i) for Louisiana income tax purposes the Issuer will not be considered an entity separate from ENO;

(ii) for Louisiana income tax purposes the Storm Recovery Bonds will be considered the indebtedness of ENO;

(iii) for Louisiana corporation franchise tax purposes the Issuer will be considered an entity separate from ENO but, as a limited liability company, the Issuer is not subject to Louisiana corporation franchise tax. We express no opinion as to whether ENO is subject to Louisiana corporation franchise tax, including any Louisiana corporation franchise tax liability ENO may incur by virtue of its ownership of its membership interest in Issuer;

(iv) a corporation that is not otherwise subject to Louisiana corporation franchise tax will not become subject to Louisiana corporation franchise tax merely as a result of holding the Storm Recovery Bonds. In this connection, we express no opinion as to whether any activities related to holding the Storm Recovery Bonds that are undertaken in Louisiana by a bondholder, or an employee, agent, or independent contractor or any other person on behalf of a bondholder, would cause the bondholder to become subject to Louisiana corporation franchise tax. Such related activities include, but are not limited to, making credit investigations of the Issuer, purchasing the Storm Recovery Bonds or enforcing the Storm Recovery Bonds;

(v) interest on the Storm Recovery Bonds received by an individual bondholder who is not a resident of the State of Louisiana and is not otherwise subject to Louisiana income tax will not become subject to Louisiana income tax unless the bondholder uses the Storm Recovery Bonds as part of a business of the bondholder in Louisiana; and

(vi) the Issuer will not be subject to income, franchise, gross receipts or any similar tax imposed by the State of Louisiana with respect to the receipt and ownership of the Storm Recovery Property (as defined in the Sale Agreement) and the receipt of Storm Recovery Charges authorized under the Financing Order. In this connection, we express no opinion as to whether the Issuer is exempt from such taxes in connection with the receipt of earnings with respect to investing the Storm Recovery Charges and amounts held in reserve accounts created pursuant to the Indenture. Further in this connection, we express no opinion as to whether ENO is subject to income, franchise, gross receipts or any similar tax imposed by the State of Louisiana with respect to the receipt of Storm Recovery Charges authorized under the Financing Order.

Further, the statements set forth in the prospectus contained in the Registration Statement under the section captioned "PROSPECTUS SUMMARY - Tax Status", the prospectus contained in the Registration Statement under the section captioned "MATERIAL LOUISIANA INCOME TAX CONSIDERATIONS", and the prospectus contained in the Registration Statement Supplement under the section captioned "MATERIAL LOUISIANA INCOME TAX CONSEQUENCES", to the extent

such statements purport to summarize matters of Louisiana tax law or legal conclusions with respect thereto, are accurate in all material respects.

EXCEPTIONS AND QUALIFICATIONS

Our opinion and other statements are limited to the Louisiana tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, and make no statement as to any other Louisiana tax consequences regarding the transaction referred to above or any other transaction or any federal tax consequences or matters. Our opinion is based upon the existing provisions of the Louisiana Revised Statutes and Louisiana Department of Revenue Regulations promulgated or proposed pursuant thereto, revenue rulings, revenue procedures and other guidance issued by the Louisiana Department of Revenue and interpretations thereof by the courts, all as of the date hereof, all of which are subject to change with prospective or retroactive effect, and our opinion could be adversely affected or rendered obsolete by any such change.

The opinions contained herein are given only as of the date of this opinion letter. No opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility and disclaim any obligation to supplement this opinion or otherwise advise you or any other person of any change after the date hereof in the law (whether constitutional, statutory or judicial) or the facts presently in effect, even though such change may alter the scope or substance of the opinions herein expressed or affect the legal or factual statements or assumptions herein. We shall have no obligation to revise or reissue this opinion with respect to any transaction which occurs after the date hereof and we undertake no responsibility or obligation to consider this opinion’s applicability or correctness to any person other than its addressees. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinions set forth above.

This opinion is furnished to you solely for your benefit in connection with the issuance of the Storm Recovery Bonds and may be relied upon only by you, and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose or by any other person without our prior express written permission, except that a copy of this letter may be posted by, or at the direction of, the Issuer or an addressee to an internet website required under Rule 17g-5 promulgated under the Securities Exchange Act of 1934, as amended, and maintained by ENO in connection with the ratings on the Storm Recovery Bonds solely for the purpose of compliance with such rule or undertakings pursuant thereto made by the Issuer. Such permission to post a copy of this letter to such website shall not be construed to entitle any person (including without limitation any credit rating agency, any governmental or regulatory agency and all purchasers of the Storm Recovery Bonds other than the underwriter(s) named in Schedule II of the Underwriting Agreement) who is not an addressee hereof to rely on this opinion letter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this Firm in the prospectus contained in the Registration Statement under the section captioned "PROSPECTUS SUMMARY - Tax Status", the prospectus contained in the Registration Statement under the section captioned "MATERIAL LOUISIANA INCOME TAX CONSIDERATIONS", the prospectus contained in the Registration Statement under the section captioned "LEGAL MATTERS", the prospectus supplement contained in the Registration Statement under the section captioned "MATERIAL LOUISIANA INCOME TAX CONSEQUENCES", and the prospectus supplement contained in the Registration Statement under the section captioned "LEGAL MATTERS". In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the related rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Phelps Dunbar, L.L.P.

Phelps Dunbar, L.L.P.

Schedule I

Entergy New Orleans Storm Recovery Funding I, L.L.C.

1600 Perdido Street

L-MAG-505A

New Orleans, Louisiana 70112

Entergy New Orleans, Inc.

1600 Perdido Street

New Orleans, Louisiana 70112

Standard & Poor’s, a Standard & Poor’s Financial Services LLC business

Attention: Asset Backed Surveillance Department

55 Water Street, 41^st Floor

New York, New York 10041

Moody’s Investors Service, Inc.

Attention: ABS Monitoring Department

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Citigroup Global Markets Inc., as representative of the Underwriters

390 Greenwich Street

New York, New York 10013

The Bank of New York Mellon, as Trustee

Corporate Trust

101 Barclay Street, 7W

New York, New York 10286

EX-25.1

Exhibit 25.01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)           |__|

___________________________

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices) Legal Department The Bank of New York Mellon One Wall Street New York, NY 10286 Telephone Number (212) 495-1784 (Name, address and telephone number of agent for service)	10286 (Zip code)

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C.

(Issuing entity in respect of the Notes)

(Exact name of obligor as specified in its charter)

LOUISIANA (State or other jurisdiction of incorporation or organization) 47-3361611 (I.R.S. employer identification no.)

1600 Perdido Street L-MAG-505A New Orleans, LA (Address of principal executive offices) 70112 (Zip code)

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C.

SENIOR SECURED STORM RECOVERY BONDS

(Title of the indenture securities)

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1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe eachsuch affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33‑29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4. A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-188382).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 13th day of May, 2015.

THE BANK OF NEW YORK MELLON

By/s/ Esther D. Antoine

Name: Esther D. Antoine

Title: Vice President

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2014, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	4,798,000
Interest-bearing balances	117,806,000
Securities:
Held-to-maturity securities	18,480,000
Available-for-sale securities	77,008,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	67,000
Securities purchased under agreements to    resell………………………………………	4,438,000
Loans and lease financing receivables:
Loans and leases held for sale…………….	0
Loans and leases, net of unearned income……………	33,479,000
LESS: Allowance for loan and lease losses………...	182,000
Loans and leases, net of unearned income and allowance	33,297,000
Trading assets	6,825,000
Premises and fixed assets (including capitalized leases)	1,162,000
Other real estate owned	3,000
Investments in unconsolidated subsidiaries and associated companies	1,111,000
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	6,487,000
Other intangible assets	1,255,000
Other assets	15,439,000
Total assets	288,176,000
LIABILITIES
Deposits:
In domestic offices	122,415,000
Noninterest-bearing	79,457,000
Interest-bearing	42,958,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs	121,648,000
Noninterest-bearing	8,862,000
Interest-bearing	112,786,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic      offices…………………………………….	2,270,000
Securities sold under agreements to      repurchase	3,511,000
Trading liabilities	4,618,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)…….	5,928,000
Not applicable
Not applicable
Subordinated notes and debentures	1,065,000
Other liabilities	6,134,000
Total liabilities	267,589,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus…………………………………….	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,954,000
Retained earnings	9,711,000
Accumulated other comprehensive income………	-563,000
Other equity capital components…………………	0
Total bank equity capital	20,237,000
Noncontrolling (minority) interests in consolidated subsidiaries ………………………	350,000
Total equity capital	20,587,000
Total liabilities and equity capital	288,176,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell Catherine A. Rein Michael J. Kowalski Directors

EX-99.1

exhibit 99.1

STORM RECOVERY PROPERTY SERVICING AGREEMENT

by and between

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C.,

Issuer

and

ENTERGY NEW ORLEANS, INC.,

Servicer

Dated as of [_____], 2015

This STORM RECOVERY PROPERTY SERVICING AGREEMENT (this “Agreement”), dated as of [_____], 2015, is between ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., a Louisiana limited liability company, as issuer (the “Issuer”), and ENTERGY NEW ORLEANS, INC. (“ENO”), a Louisiana corporation duly authorized and qualified to do and doing business in the State of Louisiana, as servicer (the “Servicer”).

RECITALS

WHEREAS, pursuant to the Storm Recovery Securitization Law and the Financing Order, ENO, in its capacity as seller (the “Seller”), and the Issuer are concurrently entering into the Sale Agreement pursuant to which the Seller is selling and the Issuer is purchasing certain Storm Recovery Property created pursuant to the Storm Recovery Securitization Law and the Financing Order described therein;

WHEREAS, in connection with its ownership of the Storm Recovery Property and in order to collect the associated Storm Recovery Charges, the Issuer desires to engage the Servicer to carry out the functions described herein (such functions or similar functions currently performed by the Servicer for itself with respect to its own charges to its Customers) and the Servicer desires to be so engaged;

WHEREAS, the Issuer desires to engage the Servicer to act on its behalf in obtaining True-Up Adjustments from the Council and the Servicer desires to be so engaged;

WHEREAS, the SRC Collections initially will be commingled with other funds collected by the Servicer; and

WHEREAS, the Council, or its attorney, will enforce this Agreement for the benefit of the Customers to the extent permitted by law;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION .1.01. Definitions

(a)Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in that certain Indenture (including Appendix A thereto) dated as of the date hereof between the Issuer and The Bank of New York Mellon, in its capacity as the indenture trustee (the “Indenture Trustee”) and in its separate capacity as a securities intermediary (the “Securities Intermediary”), as the same may be amended, restated, supplemented or otherwise modified from time to time.

(b)All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(c)The words “hereof,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule, Exhibit, Annex and Attachment references contained in this Agreement are references to Sections, Schedules, Exhibits, Annexes and Attachments in or to this Agreement unless otherwise specified; and the terms “includes” and “including” shall mean “includes without limitation” and “including without limitation”, respectively.

(d)The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

(e)Non-capitalized terms used herein which are defined in the Storm Recovery Securitization Law shall, as the context requires, have the meanings assigned to such terms in the Storm Recovery Securitization Law, but without giving effect to amendments to the Storm Recovery Securitization Law after the date hereof which have a material adverse effect on the Issuer or the Holders.

ARTICLE II

APPOINTMENT AND AUTHORIZATION

SECTION .Appointment of Servicer; Acceptance of Appointment. The Issuer hereby appoints the Servicer, and the Servicer hereby accepts such appointment, to perform the Servicer’s obligations pursuant to this Agreement on behalf of and for the benefit of the Issuer or any assignee thereof in accordance with the terms of this Agreement and applicable law. This appointment and the Servicer’s acceptance thereof may not be revoked except in accordance with the express terms of this Agreement.

SECTION .Authorization. With respect to all or any portion of the Storm Recovery Property, the Servicer shall be, and hereby is, authorized and empowered by the Issuer to (a) execute and deliver, on behalf of itself and/or the Issuer, as the case may be, any and all instruments, documents or notices, and (b) on behalf of itself and/or the Issuer, as the case may be, make any filing and participate in proceedings of any kind with any Governmental Authority, including with the Council. The Issuer shall execute and deliver to the Servicer such documents as have been prepared by the Servicer for execution by the Issuer and shall furnish the Servicer with such other documents as may be in the Issuer’s possession, in each case as the Servicer may determine to be necessary or appropriate to enable it to carry out its servicing and administrative duties hereunder. Upon the Servicer’s written request, the Issuer shall furnish the Servicer with any powers of attorney or other documents necessary or appropriate to enable the Servicer to carry out its duties hereunder.

SECTION .Dominion and Control Over the Storm Recovery Property. Notwithstanding any other provision herein, the Issuer shall have dominion and control over the Storm Recovery Property, and the Servicer, in accordance with the terms hereof, is acting solely as the servicing agent and custodian for the Issuer with respect to the Storm Recovery Property and the Storm Recovery Property Records. The Servicer shall not take any action that is not authorized by this Agreement, that would contravene the Louisiana Constitution and Revised Statutes, the Storm Recovery Securitization Law, the Council Regulations or the Financing Order, that is not consistent with its customary procedures and practices, or that shall impair the rights of the Issuer or the Indenture Trustee (on behalf of the Holders) in the Storm Recovery Property, in each case unless such action is required by applicable law or court or regulatory order.

ARTICLE III

ROLE OF SERVICER

SECTION .Duties of Servicer. The Servicer, as agent for the Issuer, shall have the following duties:

(a)Duties of Servicer Generally. The Servicer’s duties in general shall include management, servicing and administration of the Storm Recovery Property; obtaining meter reads, calculating electricity usage, billing, collections and posting of all payments in respect of the Storm Recovery Property; responding to inquiries by Customers, the Council, or any other Governmental Authority with respect to the Storm Recovery Property; delivering Bills to Customers; investigating and handling delinquencies (and furnishing reports with respect to such delinquencies to the Issuer), processing and depositing collections

and making periodic remittances; furnishing periodic reports to the Issuer, the Indenture Trustee and the Rating Agencies; making all filings with the Council and taking such other action as may be necessary to perfect the Issuer’s ownership interests in and the Indenture Trustee’s first priority lien and security interest on the Storm Recovery Property; making all filings and taking such other action as may be necessary to perfect and maintain the perfection and priority of the Indenture Trustee’s lien on and security interest in all Storm Recovery Bond Collateral; selling, as the agent for the Issuer, as its interests may appear defaulted or written off accounts in accordance with the Servicer’s usual and customary practices; taking all necessary action in connection with True-Up Adjustments as set forth herein; and performing such other duties as may be specified under the Financing Order to be performed by it. Anything to the contrary notwithstanding, the duties of the Servicer set forth in this Agreement shall be qualified in their entirety by any Council Regulations, the Financing Order, and the federal securities laws and the rules and regulations promulgated thereunder, including without limitation, Regulation AB, as in effect at the time such duties are to be performed. Without limiting the generality of this Section 3.01(a), in furtherance of the foregoing, the Servicer hereby agrees that it shall also have, and shall comply with, the duties and responsibilities relating to data acquisition, usage and bill calculation, billing, customer service functions, collections, payment processing and remittance set forth in Annex I hereto, as it may be amended from time to time. For the avoidance of doubt, the term “usage” when used herein refers to both kilowatt hour consumption and kilowatt demand.

(b)Reporting Functions.

(i)Monthly Servicer’s Certificate. On or before the 25^th calendar day of each month (or if such day is not a Servicer Business Day, on the immediately succeeding Servicer Business Day), the Servicer shall prepare and deliver to the Issuer, the Indenture Trustee and the Rating Agencies a written report substantially in the form of Exhibit A hereto (a “Monthly Servicer’s Certificate”); and for any month in which the Servicer is required to deliver a Semi-Annual Servicer’s Certificate pursuant to Section 4.01(b)(ii), the Servicer shall prepare and deliver the Monthly Servicer’s Certificate no later than the date of delivery of such Semi-Annual Servicer’s Certificate.

(ii)Notification of Laws and Regulations. The Servicer shall immediately upon learning thereof notify the Issuer, the Indenture Trustee and the Rating Agencies in writing of any Requirements of Law or Council Regulations hereafter promulgated that have a material adverse effect on the Servicer’s ability to perform its duties under this Agreement.

(iii)Other Information. Upon the reasonable request of the Issuer, the Indenture Trustee or any Rating Agency, the Servicer shall provide to the Issuer, the Indenture Trustee or such Rating Agency, as the case may be, any public financial information in respect of the Servicer, or any material information regarding the Storm Recovery Property to the extent it is reasonably available to the Servicer, as may be reasonably necessary and permitted by law to enable the Issuer, the Indenture Trustee or the Rating Agencies to monitor the performance by the Servicer hereunder. In addition, so long as any of the Storm Recovery Bonds are outstanding, the Servicer shall provide the Issuer and the Indenture Trustee, within a reasonable time after written request therefor, any information available to the Servicer or reasonably obtainable by it that is necessary to calculate the Storm Recovery Charges applicable to each [Storm Recovery Cost Group].

(iv)Preparation of Reports. The Servicer shall prepare and deliver such additional reports as required under this Agreement, including a copy of each Semi-Annual Servicer’s Certificate described in Section 4.01(b)(ii), the annual statements of compliance and certificate of compliance, attestation reports and other certificates described in Section 3.03, and the Annual Accountant’s Report described in Section 3.04. In addition, the Servicer shall prepare, procure, deliver and/or file, or cause to be prepared, procured, delivered or filed, any reports, attestations, exhibits, certificates or other documents required to be delivered or filed with the SEC (and/or any other Governmental Authority) by the Issuer or the Sponsor under

the federal securities or other applicable laws or in accordance with the Basic Documents, including, but without limiting the generality of foregoing, filing with the SEC, if applicable and required by applicable law, a copy or copies of (i) the Monthly Servicer’s Certificates described in Section 3.01(b)(i) (under Form 10-D or any other applicable form), (ii) the Semi-Annual Servicer’s Certificates described in Section 4.01(b)(ii) (under Form 10-D or any other applicable form), (iii) the annual statements of compliance, attestation reports and other certificates described in Section 3.03, and (iv) the Annual Accountant’s Report (and any attestation required under Regulation AB) described in Section 3.04. In addition, the appropriate officer or officers of the Servicer shall (in its separate capacity as Servicer) sign the Sponsor’s annual report on Form 10-K (and any other applicable SEC or other reports, attestations, certifications and other documents), to the extent that the Servicer’s signature is required by, and consistent with, the federal securities laws and/or any other applicable law.

(c)Opinions of Counsel. The Servicer shall deliver to the Issuer and the Indenture Trustee:

(i)promptly after the execution and delivery of this Agreement and the Sale Agreement and of each amendment hereto and thereto, Opinion(s) of Counsel from Independent counsel of the Issuer either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the Council and the Louisiana UCC Filing Officer and all filings pursuant to the UCC, that are necessary under the UCC and the Storm Recovery Securitization Law to preserve and perfect the ownership interest (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, the security interest) of the Issuer in the Storm Recovery Property, and the Liens of the Indenture Trustee in the Storm Recovery Property have been authorized, executed and filed, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve and perfect such interests or Liens; and

(ii)within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than 3 months after the date hereof, Opinion(s) of Counsel from Independent counsel of the Issuer, dated as of a date during such 90-day period, either (A) to the effect that, in the opinion of such counsel, all filings, including filings with the Council and the Louisiana UCC Filing Officer and all filings pursuant to the UCC, have been filed that are necessary under the UCC and the Storm Recovery Securitization Law to maintain the perfected ownership interest (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, the perfected security interest) of the Issuer in the Storm Recovery Property and the perfection of the Liens of the Indenture Trustee in the Storm Recovery Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) to the effect that, in the opinion of such counsel, no such action shall be necessary to preserve and perfect such interests or Liens.

Each Opinion of Counsel referred to in clause (i) or (ii) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and perfect such interest or Lien. The costs of such Opinions of Counsel are out-of-pocket costs of the Servicer that are recoverable as Operating Expenses, which shall be reimbursable under the Indenture.

SECTION .Servicing and Maintenance Standards. On behalf of the Issuer, the Servicer shall (a) manage, service, administer and make collections in respect of the Storm Recovery Property with reasonable care and in material compliance with applicable Requirements of Law, including all applicable Council Regulations and guidelines, using the same degree of care and diligence that the Servicer exercises with respect to similar assets for its own account and, if applicable, for others; (b) follow customary standards, policies and procedures for the industry in Louisiana in performing its duties as Servicer; (c) use all reasonable efforts, consistent with its customary servicing

procedures, to enforce, and maintain rights in respect of, the Storm Recovery Property and to bill and collect the Storm Recovery Charges; (d) comply with all Requirements of Law, including all applicable Council Regulations and guidelines, applicable to and binding on it relating to the Storm Recovery Property; (e) file, and maintain the effectiveness of, UCC financing statements with respect to the property transferred under the Sale Agreement, including all financing statements required pursuant to Section 1230 and Section 1231 of the Storm Recovery Securitization Law, and (f) file and maintain the effectiveness of UCC financing statements and take such other action on behalf of the Issuer to ensure that the Lien of the Indenture Trustee on the Storm Recovery Bond Collateral remains perfected and of first priority. The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of all or any portion of the Storm Recovery Property, which, in the Servicer’s judgment, may include the taking of legal action, at the Issuer’s expense but subject to the priority of payment set forth in Section 8.02(e) of the Indenture.

SECTION .Annual Reports on Compliance with Regulation AB.

(a)The Servicer shall deliver to the Issuer, the Indenture Trustee and the Rating Agencies, on or before the earlier of (a) March 31 of each year, beginning March 31, 2016, or (b) with respect to each calendar year during which the Sponsor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, the date on which the annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, certificates from a Responsible Officer of the Servicer (i) containing, and certifying as to, the statements of compliance required by Item 1123 (or any successor or similar items or rule) of Regulation AB, as then in effect and (ii) containing, and certifying as to, the statements and assessment of compliance required by Item 1122(a) (or any successor or similar items or rule) of Regulation AB, as then in effect. These certificates may be in the form of, or shall include the forms attached hereto as Exhibit C-1 and Exhibit C-2 hereto, with, in the case of Exhibit C-1, such changes as may be required to conform to the applicable securities law.

(b)The Servicer shall use commercially reasonable efforts to obtain from each other party, if any, participating in the servicing function any additional certifications as to the statements and assessment required under Item 1122 or Item 1123 of Regulation AB to the extent required in connection with the filing of the annual report on Form 10-K; provided, however, that a failure to obtain such certifications shall not be a breach of the Servicer’s duties hereunder. The parties acknowledge that the Indenture Trustee’s certifications shall be limited to the Item 1122 certifications described in Exhibit E of the Indenture.

(c)The initial Servicer, in its capacity as Sponsor, shall file with or furnish to the SEC, in periodic reports and other reports as are required from time to time under Section 13 or Section 15(d) of the Exchange Act, the information described in Section 3.07(g) of the Indenture to the extent such information is reasonably available to the Sponsor.

(d)Except to the extent permitted by applicable law, the initial Servicer, in its capacity as Sponsor, shall not voluntarily suspend or terminate its filing obligations as Sponsor with the SEC as described in Section 3.03(c) and this Section 3.03(d). The covenants of the initial Servicer, in its capacity as Sponsor, pursuant to Section 3.03(c) and this Section 3.03(d) shall survive the resignation, removal or termination of the initial Servicer as Servicer hereunder.

SECTION .Annual Report by Independent Registered Public Accounting Firm.

(a)The Servicer shall cause a firm of Independent registered public accountants (which may provide other services to the Servicer or the Seller) to prepare annually, and the Servicer shall deliver annually to the Issuer, the Indenture Trustee and the Rating Agencies on or before the earlier of (a) March 31 of each year, beginning March 31, 2016 or (b) with respect to each calendar year during which the Sponsor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations thereunder, the date on which the annual report on Form 10-K is required to be filed in accordance

with the Exchange Act and the rules and regulations thereunder, a report addressed to the Servicer (the “Annual Accountant’s Report”) to the effect that such firm has performed certain procedures, agreed between the Servicer and such accountants, in connection with the Servicer’s compliance with its obligations under this Agreement during the preceding twelve (12) months ended December 31 (or, in the case of the first Annual Accountant’s Report to be delivered on or before [March 31, 2016], the period of time from the date of this Agreement until [December 31, 2015]), identifying the results of such procedures and including any exceptions noted. The costs of the Annual Accountant’s Report are out-of-pocket costs of the Servicer that are recoverable as Operating Expenses, which shall be reimbursable under the Indenture.

(b)The Annual Accountant’s Report delivered pursuant to Section 3.04(a) shall also indicate that the accounting firm providing such report is independent of the Servicer in accordance with the Rules of the Public Company Accounting Oversight Board, and shall include any attestation report required under Item 1122(b) of Regulation AB (or any successor or similar items or rule), as then in effect.

ARTICLE IV

SERVICES RELATED TO TRUE-UP ADJUSTMENTS

SECTION .True-Up Adjustments. From time to time, until the Retirement of the Storm Recovery Bonds, the Servicer shall file for Semi-Annual and Quarterly True-Up Adjustments and Interim True-Up Adjustments by submitting to the Council a True-Up Letter, and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

(a)True-Up Adjustments.

(i)Semi-Annual and Quarterly True-Up Adjustments and Filings. No later than 15 days prior to the commencement date of the first billing cycles in [February and August] of each year, commencing with the first billing cycle in [February 2016], the Servicer shall: (A) update the data and assumptions underlying the calculation of the Storm Recovery Charges, including interest and estimated expenses and fees of the Issuer to be paid during such period, and write-offs; (B) determine the Periodic Payment Requirements and Periodic Billing Requirements based on such updated data and assumptions; (C) determine the Storm Recovery Charges to be imposed upon each Customer based on such Periodic Billing Requirements and the terms of the Financing Order and the Tariffs filed pursuant thereto; (D) make all required notice and other filings with the Council to reflect the revised Storm Recovery Charges, including the True-Up Letter and any Amendatory Tariffs, and (E) take all reasonable actions and make all reasonable efforts to effect such Semi-Annual True-Up Adjustment by the end of such 15-day period.

In addition, beginning with the 30-day period preceding [June 1, 2025] and within 30 days of each succeeding September, December, March and June, the Servicer shall determine whether, as of the next Payment Date, (a) all Storm Recovery Bonds will have been paid in full, (b) all Operating Expenses will have been paid in full or fully provided for and (c) the Capital Subaccount will be at its Required Capital Level (which shall include an amount sufficient to pay in full any investment return due and owing to ENO pursuant to the terms of the Financing Order). If the foregoing Periodic Payment Requirement will not be fully satisfied as of the next Payment Date, then, no later than 15 days prior to the end of such 30-day period, the Servicer shall take the steps set forth in clauses (A) through (E) of clause (i) above so that a True-Up Adjustment will take effect which is projected to cause the Periodic Payment Requirement to be satisfied no later than the next succeeding Payment Date.

(ii)Interim True-Up Adjustments and Filings. In addition, the Servicer at any time may make an Interim True-Up Adjustment if the Servicer forecasts that SRC Collections will be insufficient (a) to make all scheduled payments of interest, principal and other amounts in

respect of any Outstanding Tranche of Storm Recovery Bonds during the current and next succeeding semi-annual period or quarterly period, as applicable, and (b) to replenish the Capital Subaccount to the Required Capital Level (which shall include an amount sufficient to pay in full any investment return due and owing to ENO pursuant to the terms of the Financing Order), and it further determines that the semi-annual or quarterly true up adjustments described above in clause (i) or this clause (ii) need to be supplemented to enhance the likelihood that the Storm Recovery Bonds are paid on a timely basis.

(iii)Non-Standard True-Ups. The Servicer shall request Council approval of an amendment to the true-up mechanism described herein - a “Non-Standard True-Up” (under such procedures as shall be proposed by the Servicer and approved by the Council at the time) that it deems necessary or appropriate to address any material deviations between SRC Collections and the PPR. No such change shall become effective unless the Rating Agency Condition has been satisfied.

(b)Reports.

(i)Notification of Amendatory Tariff Filings and True-Up Adjustments. Whenever the Servicer files an Amendatory Tariff with the Council or implements revised Storm Recovery Charges with notice to the Council without filing an Amendatory Tariff if permitted by the Financing Order, the Servicer shall send a copy of such filing or notice (together with a copy of all notices and documents which, in the Servicer’s reasonable judgment, are material to the adjustments effected by such Amendatory Tariff or notice) to the Issuer, the Indenture Trustee and the Rating Agencies concurrently therewith. If, for any reason any revised Storm Recovery Charges are not implemented and effective on the applicable date set forth herein, the Servicer shall notify the Issuer, the Indenture Trustee and each Rating Agency by the end of the second Servicer Business Day after such applicable date.

(ii)Semi-Annual Servicer’s Certificate. Not later than five (5) Servicer Business Days prior to each Payment Date or Special Payment Date, the Servicer shall deliver a written report substantially in the form of Exhibit B hereto (the “Semi-Annual Servicer’s Certificate”), to the Issuer, the Indenture Trustee and the Rating Agencies which shall include the information required by Exhibit B with respect to such Payment Date:

(iii)Reports to Customers.

(A)After each revised Storm Recovery Charge has gone into effect pursuant to a True-Up Adjustment, the Servicer shall, to the extent and in the manner and time frame required by applicable Council Regulations, if any, cause to be prepared and delivered to Customers any required notices announcing such revised Storm Recovery Charges.

(B)The Servicer shall comply with the requirements of the Financing Order and Tariff with respect to the identification of Storm Recovery Charges on Bills. In addition, at least once each year, the Servicer shall (to the extent that it does not separately identify the Storm Recovery Charges as being owned by the Issuer in the Bills regularly sent to Customers) cause to be prepared and delivered to such Customers a notice stating, in effect, that the Storm Recovery Property and the Storm Recovery Charges are owned by the Issuer and not the Seller. Such notice shall be included either as an insert to or in the text of the Bills delivered to such Customers or shall be delivered to Customers by electronic means or such other means as the Servicer may from time to time use to communicate with its respective Customers.

(C)The Servicer shall pay from its own funds all costs of preparation and delivery incurred in connection with clauses (A) and (B) above, including printing and postage costs as the same may increase or decrease from time to time.

SECTION .Limitation of Liability. (a) The Issuer and the Servicer expressly agree and acknowledge that:

(i)In connection with any True-Up Adjustment, the Servicer is acting solely in its capacity as the servicing agent hereunder.

(ii)Neither the Servicer nor the Issuer nor the Indenture Trustee is responsible in any manner for, and shall have no liability whatsoever as a result of, any action, decision, ruling or other determination made or not made, or any delay (other than any delay resulting from the Servicer’s failure to make any filings required by Section 4.01 in a timely and correct manner or any breach by the Servicer of its duties under this Agreement that adversely affects the Storm Recovery Property or the True-Up Adjustments), by the Council in any way related to the Storm Recovery Property or in connection with any True-Up Adjustment, the subject of any filings under Section 4.01, any proposed True-Up Adjustment, or the approval of any revised Storm Recovery Charges and the scheduled adjustments thereto.

(iii)Except to the extent that the Servicer is liable under Section 6.02, the Servicer shall have no liability whatsoever relating to the calculation of any revised Storm Recovery Charges and the scheduled adjustments thereto, including as a result of any inaccuracy of any of the assumptions made in such calculation regarding expected energy usage, write-offs and estimated expenses and fees of the Issuer, so long as the Servicer has acted in good faith and has not acted in a grossly negligent manner in connection therewith, nor shall the Servicer have any liability whatsoever as a result of any Person, including the Holders, not receiving any payment, amount or return anticipated or expected or in respect of any Storm Recovery Bond generally.

(a)Notwithstanding the foregoing, this Section 4.02 shall not relieve the Servicer of liability for any misrepresentation by the Servicer under Section 6.01 or for any breach by the Servicer of its other obligations under this Agreement.

ARTICLE V

THE STORM RECOVERY PROPERTY

SECTION .Custody of Storm Recovery Property Records. To assure uniform quality in servicing the Storm Recovery Property and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act as the agent of the Issuer as custodian of any and all documents and records that the Seller shall keep on file, in accordance with its customary procedures, relating to the Storm Recovery Property, including copies of the Financing Order, Issuance Advice Letter, Tariffs and Amendatory Tariffs relating thereto and all documents filed with the Council in connection with any True-Up Adjustment and computational records relating thereto (collectively, the “Storm Recovery Property Records”), which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer with respect to all Storm Recovery Property.

SECTION .Duties of Servicer as Custodian.

(a)Safekeeping. The Servicer shall hold the Storm Recovery Property Records on behalf of the Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to the Storm Recovery Property Records as shall enable the Issuer and the Indenture Trustee, as applicable, to comply with this Agreement, the Sale Agreement and the Indenture. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of care and diligence that the Servicer exercises with respect to comparable assets that the Servicer services for itself or, if applicable, for others. The Servicer shall promptly report to the Issuer, the Indenture Trustee and the Rating Agencies any failure on its part to hold the Storm Recovery Property Records and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer or the Indenture Trustee of the Storm Recovery Property Records. The Servicer’s duties to hold the Storm Recovery Property Records set forth in this Section 5.02, to the extent such Storm Recovery Property Records have not been previously transferred to

a successor Servicer pursuant to Article VII, shall terminate 1 year and 1 day after the earlier of the date on which (i) the Servicer is succeeded by a successor Servicer in accordance with Article VII and (ii) no Storm Recovery Bonds are Outstanding.

(b)Maintenance of and Access to Records. The Servicer shall maintain the Storm Recovery Property Records at the office identified in Section 8.04 or at such other office as shall be specified to the Issuer and the Indenture Trustee by written notice at least 30 days prior to any change in location. The Servicer shall make available for inspection, audit and copying to the Issuer and the Indenture Trustee or their respective duly authorized representatives, attorneys or auditors the Storm Recovery Property Records at such times during normal business hours as the Issuer or the Indenture Trustee shall reasonably request and which do not unreasonably interfere with the Servicer’s normal operations. Nothing in this Section 5.02(b) shall affect the obligation of the Servicer to observe any applicable law (including any Council Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 5.02(b).

(c)Release of Documents. Upon instruction from the Indenture Trustee in accordance with the Indenture, the Servicer shall release any Storm Recovery Property Records to the Indenture Trustee, the Indenture Trustee’s agent or the Indenture Trustee’s designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. Nothing in this Section 5.02(c) shall affect the obligation of the Servicer to observe any applicable law (including any Council Regulation) prohibiting disclosure of information regarding Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 5.02(c).

(d)Defending Storm Recovery Property Against Claims. The Servicer shall take such legal or administrative actions, including without limitation defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary to block or overturn any attempts to cause a repeal of, modification of or supplement to the Storm Recovery Securitization Law or the Financing Order or the rights of holders of Storm Recovery Property by legislative enactment (including any Council resolution or other action), voter initiative or constitutional amendment that would be materially adverse to Holders or which would cause an impairment of the rights of the Issuer or the Holders. The costs of any action described in this Section 5.02(d) shall be payable from SRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 5.02(d) shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer may be required initially to advance its own funds to satisfy its obligations hereunder).

(e)Additional Litigation to Defend Storm Recovery Property. In addition to the above, the Servicer shall, at its own expense, institute any action or proceeding necessary to compel performance by the Council or the State of Louisiana of any of their respective obligations or duties under the Storm Recovery Securitization Law, the Issuer Advice Letter or the Financing Order or any True-Up Adjustment or Tariff with respect to the Storm Recovery Property and the Storm Recovery Charges, including in particular Ordering Paragraph 4 in the Financing Order providing that “[i]n the event that there is a fundamental change in the manner of regulation of public utilities, and parties other than the servicer are authorized to bill and collect the storm recovery charges, the storm recovery charge shall be billed, collected and remitted to the servicer in a manner that will not cause any of the then current credit ratings of the storm recovery bonds to be suspended, withdrawn or downgraded.” In any proceedings related to the exercise of the power of eminent domain by the City to acquire a portion of ENO’s electric distribution facilities, the Servicer shall assert that the court ordering such expropriation must treat the City as a successor to ENO under the Storm Recovery Securitization Law and the Financing Order, that customers formerly served by ENO must remain responsible for payment of the Storm Recovery Charges, and that any contrary position asserted by the City violates the Council Pledge.

(f)Disposition of Proceeds Derived From Eminent Domain Proceeding. At the conclusion of any proceedings related to the exercise of the power of eminent domain by the City to acquire a portion of ENO’s electric distribution facilities, the Servicer shall cause any proceeds received from the expropriation of ENO’s customers and allocated to the Storm Recovery Property to be deposited with the Indenture Trustee and used to pay the scheduled principal or defease the principal of the Storm Recovery Bonds of each Tranche, pro rata, as directed by the Servicer.

SECTION .Custodian’s Indemnification. The Servicer as custodian shall indemnify the Issuer, the Independent Managers and the Indenture Trustee (for itself and for the benefit of the Holders) and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against, any and all liabilities, obligations, losses, damages, payments and claims, and reasonable costs or expenses, of any kind whatsoever (collectively, “Losses”) that may be imposed on, incurred by or asserted against each such Person as the result of any grossly negligent act or omission in any way relating to the maintenance and custody by the Servicer, as custodian, of the Storm Recovery Property Records; but the Servicer shall not be liable for any portion of any such amount resulting from the willful misconduct, bad faith or gross negligence of the Issuer, the Independent Managers or the Indenture Trustee, as the case may be.

Indemnification under this Section 5.03 shall survive resignation or removal of the Indenture Trustee or any Independent Manager and shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses).

SECTION .Effective Period and Termination. The Servicer’s appointment as custodian shall become effective as of the Closing Date and shall continue in full force and effect until terminated pursuant to this Section 5.04. If the Servicer shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated under Section 7.01, the appointment of the Servicer as custodian shall be terminated effective as of the date on which the termination or resignation of the Servicer is effective. Additionally, if not sooner terminated as provided above, the Servicer’s obligations as Custodian shall terminate 1 year and 1 day after the date on which no Storm Recovery Bonds are Outstanding.

ARTICLE VI

THE SERVICER

SECTION .Representations and Warranties of Servicer. The Servicer makes the following representations and warranties, as of the Closing Date, and as of such other dates as expressly provided in this Section 6.01, on which the Issuer and the Indenture Trustee are deemed to have relied in entering into this Agreement relating to the servicing of the Storm Recovery Property. The representations and warranties shall survive the execution and delivery of this Agreement, the sale of any Storm Recovery Property and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a)Organization, Good Standing and Power. The Servicer is duly organized and validly existing under the laws of the State of its organization and is in good standing in the State of Louisiana, with the requisite power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and to execute, deliver and carry out the terms of this Agreement, and had at all relevant times, and has, the requisite power, authority and legal right to service the Storm Recovery Property and to hold the Storm Recovery Property Records as custodian.

(b)Due Qualification. The Servicer is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Storm Recovery Property as required by this Agreement) shall require such qualifications, licenses or approvals (except where the failure to so

qualify would not be reasonably likely to have a material adverse effect on the Servicer’s business, operations, assets, revenues or properties or to its servicing of the Storm Recovery Property).

(c)Authority. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Servicer under its organizational or governing documents and laws.

(d)Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable against the Servicer in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

(e)No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the organizational documents of the Servicer, or any indenture or other agreement or instrument to which the Servicer is a party or by which it or any of its property is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than any Lien that may be granted under the Basic Documents or any lien created pursuant to Section 1231 of the Storm Recovery Securitization Law); nor violate any existing law or any existing order, rule or regulation applicable to the Servicer of any Governmental Authority having jurisdiction over the Servicer or its properties.

(f)No Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened, before any Governmental Authority having jurisdiction over the Servicer or its properties involving or relating to the Servicer or the Issuer or, to the Servicer’s knowledge, any other Person: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Storm Recovery Bonds or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement, any of the other Basic Documents or the Storm Recovery Bonds or (iv) seeking to adversely affect the federal income tax or state income or franchise tax classification of the Storm Recovery Bonds as debt.

(g)Approvals. No approval, authorization, consent, order or other action of, or filing with, any Governmental Authority is required in connection with the execution and delivery by the Servicer of this Agreement, the performance by the Servicer of the transactions contemplated hereby or the fulfillment by the Servicer of the terms hereof, except those that have been obtained or made, those that the Servicer is required to make in the future pursuant to Article IV and those that the Servicer may need to file in the future to continue the effectiveness of any financing statement filed under the UCC and the Storm Recovery Securitization Law.

(h)Reports and Certificates. Each report and certificate delivered in connection with the Issuance Advice Letter or delivered in connection with any filing made to the Council by or on behalf of the Issuer with respect to the Storm Recovery Charges or True-Up Adjustments will constitute a representation and warranty by the Servicer that each such report or certificate, as the case may be, is true and correct in all material respects; but to the extent any such report or certificate is based in part upon or contains assumptions, forecasts or other predictions of future events, the representation and warranty of the Servicer with respect thereto will be limited to the representation and warranty that such assumptions, forecasts or other predictions of future events are reasonable based upon historical performance (and facts known to the Servicer on the date such report or certificate is delivered).

SECTION .Indemnities of Servicer; Release of Claims. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.

(a)The Servicer shall indemnify the Issuer, the Indenture Trustee (for itself and for the benefit of the Holders), and each Independent Manager and each of their respective trustees, officers, directors, employees and agents (each, an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses imposed on, incurred by or asserted against any such Person as a result of (i) the Servicer’s willful misconduct, bad faith or gross negligence in the performance of its duties or observance of its covenants under this Agreement or its reckless disregard of its obligations and duties under this Agreement, (ii) the Servicer’s breach of any of its representations and warranties contained in this Agreement, or (iii) any litigation or related expenses relating to the Servicer’s status or obligations as Servicer (other than any proceeding the Servicer is required to institute under the Servicing Agreement), except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Person seeking indemnification hereunder or resulting from a breach of a representation or warranty made by such Person seeking indemnification hereunder in any of the Basic Documents that gives rise to the Servicer’s breach.

(b)For purposes of Section 6.02(b), in the event of the termination of the rights and obligations of ENO (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer pursuant to Section 7.02.

(c)Indemnification under this Section 6.02 shall survive any repeal of, modification of, or supplement to, or judicial invalidation of, the Storm Recovery Securitization Law or the Financing Order and shall survive the resignation or removal of the Indenture Trustee or any Independent Manager or the termination of this Agreement and shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses).

(d)Except to the extent expressly provided in this Agreement or the other Basic Documents (including the Servicer’s claims with respect to the Servicing Fee, reimbursement for costs incurred pursuant to Section 5.02(d) and the payment of the purchase price of Storm Recovery Property), the Servicer hereby releases and discharges the Issuer, the Independent Manager(s), and the Indenture Trustee and each of their respective officers, directors and agents (collectively, the “Released Parties”) from any and all actions, claims and demands whatsoever, whenever arising, which the Servicer, in its capacity as Servicer or otherwise, shall or may have against any such Person relating to the Storm Recovery Property or the Servicer’s activities with respect thereto other than any actions, claims and demands arising out of the willful misconduct, bad faith or gross negligence of the Released Parties.

(e)The Servicer shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the written consent of the Servicer, which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice (or, in the case of the Indenture Trustee, receipt of notice by a Responsible Officer only) of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Servicer under this Section 6.02, notify the Servicer in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Servicer shall relieve the Servicer from the obligation to indemnify and hold harmless such Indemnified Person under this Section 6.02 only to the extent that the Servicer suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 6.02, the Servicer shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Servicer shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action,

proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Servicer’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Servicer shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Servicer and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Servicer, (ii) the Servicer shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action, (iii) the Servicer shall authorize the Indemnified Person to employ separate counsel at the expense of the Servicer or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Servicer shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate. The Servicer will not, without the prior written consent of the Indemnified Person, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought under this Section 6.02 (whether or not the Indemnified Person is an actual or potential party to such claim or action) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Person from all liability arising out of such claim, action, suit or proceeding.

SECTION .Binding Effect of Servicing Obligations. Any Person (a) into which the Servicer may be merged, converted or consolidated, (b) that may result from any reorganization, merger (including any merger commonly referred to as a “merger by division”), conversion or consolidation to which the Servicer shall be a party, or (c) that may acquire or succeed to (whether by merger, division, conversion, consolidation, reorganization, sale, transfer, lease, management contract or otherwise) (1) the properties and assets of the Servicer substantially as a whole, (2) all or substantially all of the electric transmission and distribution business of the Servicer which is required to provide electric service to the Servicer’s Customers (or, if transmission and distribution are not provided by a single entity, the distribution business of the Servicer required to provide electric service to the Servicer’s Customers), or (3) a portion of the distribution system business assets of the Servicer, and which Person in any of the foregoing cases executes an agreement of assumption to perform all of the obligations of the Servicer hereunder shall be a successor to the Servicer under this Agreement (a “Permitted Successor”) without further act on the part of any of the parties to this Agreement; provided, however, that

(i)immediately after giving effect to such transaction, no representation, warranty or covenant made pursuant to Section 6.01 shall be breached and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing,

(ii)the Servicer shall have delivered to the Issuer, the Indenture Trustee and each Rating Agency an Officer’s Certificate and an Opinion of Counsel from Independent counsel stating that such consolidation, conversion, merger, division, reorganization, sale, transfer, lease, management contract transaction, acquisition or other succession and such agreement of assumption comply with this Section 6.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with,

(iii)the Servicer shall have delivered to the Issuer, the Indenture Trustee and each Rating Agency an Opinion of Counsel from Independent counsel of the Servicer either (A) stating that, in the opinion of such counsel, all filings to be made by the Servicer and the Issuer, including filings with the Council pursuant to the Storm Recovery Securitization Law, have been authorized, executed and filed that are necessary to fully preserve and protect the respective interest of the Issuer and the Indenture Trustee in all of the Storm Recovery Property

and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests, and

(iv)the Servicer shall have given the Rating Agencies prior written notice of such transaction, or, in the case of clause (c)(3) above, the Rating Agency Condition shall be satisfied.

When the conditions set forth in this Section 6.03 have been satisfied, the preceding Servicer shall automatically and without further notice (except as provided in clause (iv) above) be released from all of its obligations hereunder.

SECTION .Limitation on Liability of Servicer and Others. Except as otherwise provided under this Agreement, neither the Servicer nor any of the directors, officers, employees and agents of the Servicer shall be liable to the Issuer, the Indenture Trustee, the Secured Parties or any other Person for any action taken or for refraining from the taking of any action pursuant to this Agreement or for good faith errors in judgment; but this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel reasonably acceptable to the Indenture Trustee or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising under this Agreement.

Except as provided in this Agreement, including Sections 5.02(d) and (e), the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action relating to the Storm Recovery Property that is not directly related to one of the Servicer’s enumerated duties in this Agreement or related to its obligation to pay indemnification, and that in its reasonable opinion may cause it to incur any expense or liability; but the Servicer may, in respect of any Proceeding, undertake any action that it is not specifically identified in this Agreement as a duty of the Servicer but that the Servicer reasonably determines is necessary or desirable in order to protect the rights and duties of the Issuer or the Indenture Trustee under this Agreement and the interests of the Holders and Customers under this Agreement. The Servicer’s costs and expenses incurred in connection with any such proceeding shall be payable from SRC Collections as an Operating Expense (and shall not be deemed to constitute a portion of the Servicing Fee) in accordance with the Indenture. The Servicer’s obligations pursuant to this Section 6.04 shall survive and continue notwithstanding that payment of such Operating Expense may be delayed pursuant to the terms of the Indenture (it being understood that the Servicer may be required initially to advance its own funds to satisfy its obligations hereunder).

SECTION .ENO Not to Resign as Servicer. Subject to Section 6.03, ENO shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement unless ENO delivers to the Indenture Trustee and the Council an opinion of Independent counsel to the effect that ENO’s performance of its duties under this Agreement shall no longer be permissible under applicable law. No such resignation shall become effective until a successor Servicer shall have assumed the responsibilities and obligations of ENO in accordance with Section 7.02.

SECTION .Servicing Compensation. (a) In consideration for its services hereunder, until the Retirement of the Storm Recovery Bonds, the Servicer shall receive an annual fee (the “Servicing Fee”) in an amount equal to (i) for so long as ENO or an Affiliate of ENO is the Servicer, $[150,000] per annum, plus reimbursement of its out-of-pocket costs for external accounting and legal services required by this Agreement and for other items of cost (other than external information technology costs and bank wire fees, which are part of the Servicing Fee) that will be incurred annually to support and service the Storm Recovery Bonds after issuance or (ii) if ENO or any of its Affiliates is not the Servicer, an amount agreed upon by the Successor Servicer and the Indenture Trustee, but not to exceed 0.60% of the aggregate initial principal

amount of all Storm Recovery Bonds unless approved by the Council pursuant to the Financing Order and by the Indenture Trustee and the Rating Agency Condition must be satisfied.

(a)The Servicing Fee set forth in Section 6.06(a) shall be paid to the Servicer by the Indenture Trustee, in semi-annual installments on each Payment Date in accordance with the priorities set forth in Section 8.02(e) of the Indenture, by wire transfer of immediately available funds from the Collection Account to an account designated by the Servicer. Any portion of the Servicing Fee not paid on any such date should be added to the Servicing Fee payable on the subsequent Payment Date. In no event shall the Indenture Trustee be liable for the payment of any Servicing Fee or other amounts specified in this Section 6.06; provided, that this Section 6.06 does not relieve the Indenture Trustee of any duties it has to allocate funds for payment for such fees under Section 8.02 of the Indenture.

(b)Except as expressly provided elsewhere in this Agreement, the Servicer shall be required to pay from its own account expenses incurred by the Servicer in connection with its activities hereunder (including any fees to and disbursements by accountants, counsel, or any other Person, any taxes imposed on the Servicer and any expenses incurred in connection with reports to Holders) out of the compensation retained by or paid to it pursuant to this Section 6.06, and shall not be entitled to any extra payment or reimbursement therefor.

(c)The foregoing Servicing Fees constitute a fair and reasonable price for the obligations to be performed by the Servicer. Such Servicing Fee shall be determined without regard to the income of the Issuer, shall not be deemed to constitute distributions to the recipient of any profit, loss or capital of the Issuer and shall be considered a fixed Operating Expense of the Issuer.

(d)The Servicer agrees that higher servicing fees caused by the replacement of the Servicer due to the Servicer’s negligence, malfeasance, intentional misconduct or termination for cause will be borne by the Servicer and not by the Customers.

SECTION .Compliance with Applicable Law. The Servicer covenants and agrees, in servicing the Storm Recovery Property, to comply in all material respects with all laws applicable to, and binding upon, the Servicer and relating to the Storm Recovery Property the noncompliance with which would have a material adverse effect on the value of the Storm Recovery Property; but the foregoing is not intended to, and shall not, impose any liability on the Servicer for noncompliance with any Requirement of Law that the Servicer is contesting in good faith in accordance with its customary standards and procedures. It is expressly acknowledged that the payment of fees to the Rating Agencies shall be at the expense of the Issuer, and that if the Servicer advances such payments to the Rating Agencies, the Issuer shall reimburse the Servicer for any such advances.

SECTION .Access to Certain Records and Information Regarding Storm Recovery Property. The Servicer shall provide to the Indenture Trustee access to the Storm Recovery Property Records as is reasonably required for the Indenture Trustee to perform its duties and obligations under the Indenture and the other Basic Documents, and shall provide access to such records to the Holders as required by applicable law. Access shall be afforded without charge, but only upon reasonable request and during normal business hours at the respective offices of the Servicer. Nothing in this Section 6.08 shall affect the obligation of the Servicer to observe any applicable law (including any Council Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 6.08.

SECTION .Appointments. The Servicer may at any time appoint any Person to perform all or any portion of its obligations as Servicer hereunder; but only if, unless such Person is an Affiliate of ENO, the Rating Agency Condition shall have been satisfied in connection therewith; and the Servicer shall remain obligated and be liable under this Agreement for the servicing and administering of the Storm Recovery Property in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such Person and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Storm Recovery Property. The fees and expenses of any such Person shall be as agreed between the Servicer and such Person from time to time and none of

the Issuer, the Indenture Trustee, the Holders or any other Person shall have any responsibility therefor or right or claim thereto. Any such appointment shall not constitute a Servicer resignation under Section 6.05.

SECTION .No Servicer Advances. The Servicer shall not make any advances of interest or principal on the Storm Recovery Bonds.

SECTION .Remittances. (a) On each Servicer Business Day, commencing 15 days after the Closing Date, the Servicer shall remit to the General Subaccount of the Collection Account the total SRC Payments received by the Servicer from or on behalf of Customers in respect of all previously billed Storm Recovery Charges (the “Daily Remittance”), which Daily Remittance shall be calculated according to the procedures set forth in Annex I and shall be remitted as soon as reasonably practicable but in any event no later than (except in the case of the first remittance after the Closing Date) the second Servicer Business Day after such payments are received. The Servicer shall also, promptly upon receipt, remit to the Collection Account any other proceeds of the Storm Recovery Bond Collateral which it may receive from time to time.

(a)The Servicer agrees and acknowledges that it holds all SRC Payments collected by it and any other proceeds for the Storm Recovery Bond Collateral received by it for the benefit of the Indenture Trustee and the Holders and that all such amounts will be remitted by the Servicer in accordance with this Section 6.11 without any surcharge, fee, offset, charge or other deduction except as permitted by Section 6.06. The Servicer further agrees not to make any claim to reduce its obligation to remit all SRC Payments collected by it in accordance with this Agreement except as permitted by Section 6.06.

(b)Unless otherwise directed to do so by the Issuer, the Servicer shall be responsible for selecting Eligible Investments in which the funds in the Collection Account shall be invested pursuant to Section 8.03 of the Indenture.

(c)Not less often than quarterly (commencing no later than [January 2016]), the Servicer shall remit to the Indenture Trustee earnings on unremitted SRC Payments; it being understood that the Servicer (i) will assume that all SRC Payments are invested through the second Servicer Business Day following receipt, and (ii) may use, in calculating any such remittance, the average annual interest rates earned by the Servicer on overnight investments of all customer receipts.

ARTICLE VII

DEFAULT

SECTION .Servicer Default. If any one or more of the following events (a “Servicer Default”) shall occur and be continuing:

(a)any failure by the Servicer to remit to the Collection Account on behalf of the Issuer any remittance (other than an inadvertent failure to remit a de minimus amount of collections) that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by an officer of the Servicer; or

(b)any failure on the part of the Servicer or, so long as the Servicer is ENO or an Affiliate thereof, any failure on the part of ENO, as the case may be, duly to observe or to perform in any material respect any covenants or agreements of the Servicer or ENO, as the case may be, set forth in this Agreement (other than as provided in clauses (a) or (c) of this Section 7.01) or any other Basic Document to which it is a party, which failure shall (i) materially and adversely affect the rights of the Holders and (ii) continue unremedied for a period of 60 days after the date on which (A) written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer or ENO, as the case may be, by the Issuer (with a copy to the Indenture Trustee) or to the Servicer or ENO, as the case may be, by the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or

(c)any failure by the Servicer duly to perform its obligations under Section 4.01(a) of this Agreement in the time and manner set forth therein, which failure continues unremedied for a period of five (5) days; or

(d)any representation or warranty made by the Servicer in this Agreement or any Basic Document shall prove to have been incorrect when made, which has a material adverse effect on the Issuer or the Holders and which material adverse effect continues unremedied for a period of 60 days after the date on which (A) written notice thereof, requiring the same to be remedied, shall have been delivered to the Servicer (with a copy to the Indenture Trustee) by the Issuer or the Indenture Trustee or (B) such failure is discovered by an officer of the Servicer; or

(e)an Insolvency Event occurs with respect to the Servicer or ENO;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee may, or shall upon the instruction of Holders evidencing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds, by notice then given in writing to the Servicer (and to the Indenture Trustee if given by the Holders) (a “Termination Notice”), terminate all the rights and obligations (other than the obligations set forth in Section 6.02 and the obligation under Section 7.02 to continue performing its functions as Servicer until a successor Servicer is appointed) of the Servicer under this Agreement. In addition, upon a Servicer Default described in Section 7.01(a), the Holders and the Indenture Trustee as financing parties under the Storm Recovery Securitization Law (or any of their representatives) shall be entitled to (i) apply to the district court of the domicile of the Council for sequestration and payment of revenues arising with respect to the Storm Recovery Property, (ii) foreclose on or otherwise enforce the lien and security interests in any Storm Recovery Property and (iii) apply to the Council or a court of competent jurisdiction and venue for an order that amounts arising from the Storm Recovery Charges be transferred to a separate account for the benefit of the Secured Parties, in accordance with the Storm Recovery Securitization Law. On or after the receipt by the Servicer of a Termination Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Storm Recovery Bonds, the Storm Recovery Property, the Storm Recovery Charges or otherwise, shall, without further action, pass to and be vested in such successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such Termination Notice, whether to complete the transfer of the Storm Recovery Property Records and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer, the Issuer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all Storm Recovery Property Records and all cash amounts that shall at the time be held by the predecessor Servicer for remittance, or shall thereafter be received by it with respect to the Storm Recovery Property or the Storm Recovery Charges. As soon as practicable after receipt by the Servicer of such Termination Notice, the Servicer shall deliver the Storm Recovery Property Records to the successor Servicer. In case a successor Servicer is appointed as a result of a Servicer Default, all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with transferring the Storm Recovery Property Records to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 7.01 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Termination of ENO as Servicer shall not terminate ENO’s rights or obligations under the Sale Agreement (except rights thereunder deriving from its rights as the Servicer hereunder).

SECTION .Appointment of Successor.

(a)Upon the Servicer’s receipt of a Termination Notice pursuant to Section 7.01 or the Servicer’s resignation or removal in accordance with the terms of this Agreement, the predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, and shall be entitled to receive the

requisite portion of the Servicing Fee, until a successor Servicer shall have assumed in writing the obligations of the Servicer hereunder as described below. In the event of the Servicer’s removal or resignation hereunder, the Indenture Trustee may at the written direction and with the consent of the Holders of at least a majority of the Outstanding Amount of the Storm Recovery Bonds shall appoint a successor Servicer with the Issuer’s prior written consent thereto (which consent shall not be unreasonably withheld), and the successor Servicer shall accept its appointment by a written assumption in form reasonably acceptable to the Issuer and the Indenture Trustee and provide prompt written notice of such assumption to the Issuer and the Rating Agencies. If within 30 days after the delivery of the Termination Notice, a new Servicer shall not have been appointed, the Indenture Trustee may petition the Council or a court of competent jurisdiction to appoint a successor Servicer under this Agreement. Except as permitted by Section 6.03, a Person shall qualify as a successor Servicer only if (i) such Person is permitted under Council Regulations to perform the duties of the Servicer, (ii) the Rating Agency Condition shall have been satisfied and (iii) such Person enters into a servicing agreement with the Issuer having substantially the same provisions as this Agreement (as the Servicer). In no event shall the Indenture Trustee be liable for its appointment of a successor Servicer. The Indenture Trustee’s expenses incurred under this Section 7.02(a) shall be at the sole expense of the Issuer and payable from the Collection Account as provided in Section 8.02 of the Indenture.

(b)Upon appointment, the successor Servicer shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement.

SECTION .Waiver of Past Defaults. Holders evidencing not less than a majority of the Outstanding Amount of the Storm Recovery Bonds may direct the Indenture Trustee to waive in writing any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required deposits to the Collection Account in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

SECTION .Notice of Servicer Default. The Servicer shall deliver to the Issuer, the Indenture Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than 5 Business Days thereafter, written notice of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 7.01.

SECTION .Cooperation with Successor. The Servicer covenants and agrees with the Issuer that it will, on an ongoing basis, cooperate with the successor Servicer and provide whatever information is, and take whatever actions are, reasonably necessary to assist the successor Servicer in performing its obligations hereunder.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

SECTION .Amendment.

(a)This Agreement may be amended in writing by the Servicer and the Issuer with the prior written consent of the Indenture Trustee, the satisfaction of the Rating Agency Condition and, if the contemplated amendment is reasonably anticipated to increase Ongoing Financing Costs, the consent of the Council pursuant to Section 8.02. Promptly after the execution of any such amendment or consent, the Issuer shall furnish written notification of the substance of such amendment or consent to each of the Rating Agencies.

Prior to the execution of any amendment to this Agreement, the Issuer and the Indenture Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel of Independent counsel stating that such amendment is authorized or permitted by this Agreement and upon the Opinion of Counsel from Independent counsel referred to in Section 3.01(c)(i). The Issuer and the Indenture Trustee may, but

shall not be obligated to, enter into any such amendment which affects their own rights, duties, indemnities or immunities under this Agreement or otherwise.

(b)Notwithstanding Section 8.01(a) or anything to the contrary in this Agreement (including Section 8.02), the Servicer and the Issuer may amend the Annexes to this Agreement in writing with prior written notice given to the Indenture Trustee, the Council and the Rating Agencies, but without the consent of the Indenture Trustee, any Rating Agency or any Holder, solely to address changes to the Servicer’s method of calculating SRC Payments as a result of changes to the Servicer’s current computerized customer information system; but no such amendment shall have a material adverse effect on the Holders of then Outstanding Storm Recovery Bonds.

SECTION .Council Condition. No amendment or modification to this Agreement that is reasonably anticipated to increase Ongoing Financing Costs shall be effective unless the process set forth in this Section 8.02 has been followed.

(a)At least 31 days prior to the effectiveness of any amendment or modification subject to this Section 8.02 and after obtaining the other necessary approvals set forth in Section 8.01(a) (except that the consent of the Indenture Trustee may be subject to the consent of Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Servicer shall have delivered to the Council written notification of any proposed amendment, which notification shall contain:

(i)a reference to Docket No. UD-14-01 and to any other Docket No. under which a Financing Order has been issued;

(ii)an Officer’s Certificate stating that the proposed amendment has been approved by all parties to this Agreement; and

(iii)a statement identifying the person to whom the Council or its staff is to address any response to the proposed amendment or to request additional time;

(b)The Council or its staff shall, within 30 days of receiving the notification complying with Section 8.02(a), either:

(i)provide notice of its consent or lack of consent to the person specified in Section 8.02(a)(iii), or

(ii)be conclusively deemed to have consented to the proposed amendment or modification,

unless, within 30 days of receiving the notification complying with Section 8.02(a), the Council or its staff delivers to the office of the person specified in Section 8.02(a)(iii) a written statement requesting an additional amount of time not to exceed 30 days in which to consider whether to consent to the proposed amendment or modification. If the Council or its staff requests an extension of time in the manner set forth in the preceding sentence, then the Council shall either provide notice of its consent or lack of consent to the person specified in Section 8.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Council shall become effective on the later of (x) the date proposed by the parties to such amendment or modification and (y) the first day after the expiration of the 30-day period provided for in this Section 8.02(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.

(c)Following the delivery of a notice to the Council by the Servicer under Section 8.02(a), the Servicer and the Issuer shall have the right at any time to withdraw from the Council further consideration of any notification of a proposed amendment. Such withdrawal shall be evidenced by the Servicer’s giving prompt written notice thereof to the Council, the Issuer and the Indenture Trustee.

SECTION .Maintenance of Accounts and Records. (a) The Servicer shall maintain accounts and records as to the Storm Recovery Property accurately and in accordance with its standard

accounting procedures and in sufficient detail to permit reconciliation between SRC Payments received by the Servicer and SRC Remittances from time to time deposited in the Collection Account.

(a)The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours, upon reasonable notice to the Servicer and to the extent it does not unreasonably interfere with the Servicer’s normal operations, to inspect, audit and make copies of and abstracts from the Servicer’s records regarding the Storm Recovery Property and the Storm Recovery Charges. Nothing in this Section 8.03(b) shall affect the obligation of the Servicer to observe any applicable law (including any Council Regulation) prohibiting disclosure of information regarding the Customers, and the failure of the Servicer to provide access to such information as a result of such obligation shall not constitute a breach of this Section 8.03(b).

SECTION .Notices. Unless otherwise specifically provided herein, all demands, notices and communications upon or to the Servicer, the Issuer, the Indenture Trustee or the Rating Agencies under this Agreement shall be sufficiently given for all purposes hereunder if in writing and delivered personally, sent by documented delivery service or, to the extent receipt is confirmed telephonically, sent by Electronic Means:

(a)in the case of the Servicer, to Entergy New Orleans, Inc., at 1600 Perdido Street, New Orleans, Louisiana 70112, Attention: President, Telephone: (504) 670‑3700, Facsimile: (504) 670‑3605, with a copy to Entergy Services, Inc., 639 Loyola Ave, New Orleans, Louisiana 70113, Attention: Treasurer, Facsimile: (504) 576‑4455;

(b)in the case of the Issuer, to Entergy New Orleans Storm Recovery Funding I, L.L.C. at 1600 Perdido Street, L-MAG-505A, New Orleans, Louisiana 70112, Attention:  President, Telephone (504) 670-3700, Facsimile:  (504) 670-3605 with a copy to Entergy Services, Inc., 639 Loyola Ave, New Orleans, Louisiana 70113, Attention: Treasurer, Facsimile: (504) 576-4455;

(c)in the case of the Indenture Trustee, to the Corporate Trust Office;

(d)in the case of the Council, to Council of the City of New Orleans;

(e)in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, Telephone: (212) 553‑3686, Facsimile: (212) 553‑0573;

(f)in the case of Standard & Poor’s, to Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, 55 Water Street, 41^st Floor, New York, New York 10041, Attention: Asset Backed Surveillance Department, Telephone: (212) 438‑2000, Facsimile: (212) 438‑2665; or

(g)as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION .Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Section 6.03 and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Servicer. Any purported assignment not in compliance with this Agreement shall be void.

SECTION .Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Servicer and the Issuer and, to the extent provided herein or in the Basic Documents, Customers, the Indenture Trustee and the Holders, and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Storm Recovery Property or Storm Recovery Bond Collateral or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. Notwithstanding anything to the contrary contained herein, for the avoidance of doubt, any right, remedy or claim to which any Customer may be entitled pursuant to the Financing Order and to this Agreement may be asserted or exercised only by the Council (or by the Attorney General of the State of Louisiana in the name of the Council) for the benefit of such Customer.

SECTION .Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition

or unenforceability without invalidating the remainder of such provision (if any) or the remaining provisions hereof (unless such a construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION .Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION .Limitation of Liability. It is expressly understood and agreed by the parties hereto that this Agreement is executed and delivered by the Indenture Trustee, not individually or personally but solely as Indenture Trustee in the exercise of the powers and authority conferred and vested in it, and that the Indenture Trustee, in acting hereunder, is entitled to all rights, benefits, protections, immunities and indemnities accorded to it under the Indenture.

SECTION .GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, 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 .Assignment to Indenture Trustee.  The Servicer (a) hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture of any or all of the Issuer’s rights hereunder and (b) further agrees that in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates delivered pursuant hereto, as to all of which any recourse shall be had solely to the assets of the Issuer subject to the availability of funds therefor under Section 8.02of the Indenture.

SECTION .Nonpetition Covenants. Notwithstanding any prior termination of this Agreement or the Indenture, the Servicer shall not, prior to the date which is 1 year and 1 day after the satisfaction and discharge of the Indenture, acquiesce, petition or otherwise invoke or cause the Issuer to invoke or join with any Person in provoking the process of any Governmental Authority for the purpose of commencing or sustaining an involuntary case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of the property of the Issuer or ordering the dissolution, winding up or liquidation of the affairs of the Issuer.

SECTION .Rule 17g-5 Compliance. The Servicer agrees that any notice, report, request for satisfaction of the Rating Agency Condition, document or other information provided by the Servicer to any Rating Agency under this Agreement or any other Basic Document to which it is a party for the purpose of determining the initial credit rating of the Storm Recovery Bonds or undertaking credit rating surveillance of the Storm Recovery Bonds with any Rating Agency, or satisfy the Rating Agency Condition, shall be substantially concurrently posted by the Servicer on the 17g-5 Website.

[SIGNATURE PAGE FOLLOWS]Signature Page to

Storm Recovery Property Servicing Agreement

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

	ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., as Issuer
	By: ________________________________ Name: Title:
	ENTERGY NEW ORLEANS, INC., as Servicer
	By: ________________________________ Name: Title:
Acknowledged and Accepted:
THE BANK OF NEW YORK MELLON, as Indenture Trustee
By: ______________________________ Name: Title:

EXHIBIT A

MONTHLY SERVICER’S CERTIFICATE

See Attached.

Monthly Servicer’s Certificate

(to be delivered each month pursuant to Section 3.01(b) of the Storm Recovery Property Servicing Agreement)

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C.

Entergy New Orleans, Inc., as Servicer

For the Month Ended: ________________

SRC’s Collected and Remitted: _____________

Capitalized terms used herein have their respective meanings set forth in the Storm Recovery Property Servicing Agreement.

In WITNESS HEREOF, the undersigned has duly executed and delivered this Monthly Servicer’s Certificate the 25^th day of

ENTERGY NEW ORLEANS, INC., as Servicer

By: ______________________________________________________

Title: ______________________________________________________

EXHIBIT B

FORM OF SEMI-ANNUAL SERVICER’S CERTIFICATE

Pursuant to Section 4.01(b)(ii) of the Storm Recovery Property Servicing Agreement, dated as of [__________], 2015 (the “Servicing Agreement”), between ENTERGY NEW ORLEANS, INC., as servicer and ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., the Servicer does hereby certify, for the ________, 20__ Payment Date (the “Current Payment Date”), as follows:

Capitalized terms used herein have their respective meanings as set forth in the Indenture. References herein to certain sections and subsections are references to the respective sections of the Servicing Agreement or the Indenture, as the context indicates.

1. Allocation of Remittances as of Current Payment Date allocable to principal and interest:

a) Principal

	Aggregate
Tranche A-1
Total:

b) Interest

	Aggregate
Tranche A-1
Total:

2. Outstanding Amount of Bonds prior to, and after giving effect to the payment on the Current Payment Date and the difference, if any, between the Outstanding Amount specified in the Expected Amortization Schedule (after giving effect to payments to be made on such Payment Date under 1a above) and the Principal Balance to be Outstanding (following payment on Current Payment Date):

a) Principal Balance Outstanding (as of the date of this certification):

Tranche A-1

Total:

b) Principal Balance to be Outstanding (following payment on Current Payment Date):

Tranche A-1

Total:

c) Difference between (b) above and Outstanding Amount specified in Expected Amortization Schedule:

Tranche A-1

Total:

3. All other transfers to be made on or before the Current Payment Date, including amounts to be paid to the Indenture Trustee and to the Servicer:

a) Operating Expenses

Trustee Fees and Expenses: (subject to $1 million cap on Indemnity Amounts per Section 8.02(e)(i) of the Indenture)

Servicing Fee:

Administration Fee:

Other Operating Expenses:

Total:

b) Other Payments

Operating Expenses (payable pursuant to Section 8.02(e)(iv)):

Funding of Capital Subaccount (to required amount):

Indemnity Amounts over $1 million (payable pursuant to Section 8.02(e)(viii) of the Indenture):

Return on Capital Subaccount (payable pursuant to Section 8.02(e)(x) of the Indenture) to Entergy New Orleans

Storm Recovery Funding I, L.L.C.:

Deposits to Excess Funds Subaccount:

Total:

4. Estimated amounts on deposit in the General Account, Capital Subaccount and Excess Funds Subaccount after giving effect to the foregoing payments:

a)General Account

Total:

b)Capital Subaccount

Total:

c) Excess Funds Subaccount

Total:

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Servicer’s Certificate this __ day of __________.

ENTERGY NEW ORLEANS, INC.,

as Servicer

By:

Name:

Title:

EXHIBIT C-1

FORM OF REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR ASSET-BACKED SECURITIES

Entergy New Orleans, Inc. (the “Servicer”), as a party participating in the servicing function under Item 1122 of Regulation AB, hereby reports on its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB, as follows:

(1) The Servicer is responsible for assessing compliance with the servicing criteria applicable to it. The servicing criteria specified in the following paragraphs of paragraph (d) of Item 1122 of Regulation AB are not applicable to the Servicer based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer and that are backed by the same asset type backing the Senior Secured Storm Recovery Bonds: (1)(ii) (outsourcing), (1)(iii) (back-up servicing), (1)(iv) (fidelity bond), 2(iii) (advances or guarantees), (2)(vi) (unissued checks), (4)(iii) (additions, removals or substitutions), 4(v) (records regarding pool assets), (4)(ix) (adjustments to interest rates), (4)(x) (funds held in trust for an obligor), (4)(xi) (payments on behalf of obligors), (4)(xii) (late payment penalties), (4)(xiii) (obligor disbursements), (4)(xv) (external credit enhancement);

(2) The Servicer used the criteria in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria;

(3) The Servicer has determined that it is in compliance with the applicable servicing criteria as of and for the year ending December 31, 20[_], which is the period covered by this report on Form 10-K; and

(4) [________], an independent registered public accounting firm, has issued an attestation report on the Servicer's assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 20[_], which is the period covered by this report on Form 10-K.

Date: [______], 20[__]

Entergy New Orleans, Inc. as servicer

By:

Name: [Alyson M. Mount]

Title:  [Senior Vice President and Chief Accounting Officer]

EXHIBIT C-2

CERTIFICATE OF COMPLIANCE

The undersigned hereby certifies that he/she is the duly elected and acting [__________] of Entergy New Orleans, Inc. as servicer (the “Servicer”) under the Storm Recovery Property Servicing Agreement dated as of [__________], 2015 (the “Servicing Agreement”) between the Servicer and Entergy New Orleans Storm Recovery Funding I, L.L.C. (the “Issuer”) and further that:

1.A review of the activities of the Servicer and of its performance under the Servicing Agreement during the twelve months ended [_______], [] has been made under the supervision of the undersigned pursuant to Section 3.03 of the Servicing Agreement; and

2.To the best of the undersigned’s knowledge, based on such review, the Servicer has fulfilled all of its obligations in all material respects under the Servicing Agreement throughout the twelve months ended [________],[ _____], except as set forth on Annex A hereto.

Executed as of this ______________ day of _________________, ____.

ENTERGY NEW ORLEANS, INC.

By: ________________________________

Name:

Title:

ANNEX A

to Certificate of Compliance

LIST OF SERVICER DEFAULTS

The following Servicer Defaults, or events which with the giving of notice, the lapse of time, or both, would become Servicer Defaults known to the undersigned occurred during the year ended [__________]:

Nature of Default Status

EXHIBIT D

TRUE-UP LETTER

[ENO Letterhead]

Date: ____________, 2015

Clerk of Council

Council of the City of New Orleans

City Hall, Room 1E09

1300 Perdido Street

New Orleans, Louisiana 70112

Re: Supplemental and Amending Application for Recovery in Rates of Costs Related to Hurricane Isaac, funding of Storm Reserve Fund Escrow, and Related Relief.

Dear___________:

Pursuant to the Financing Order No. [____________], adopted on the [__] day of [_________], 2015 in Supplemental and Amending Application for Recovery in Rates of Costs Related to Hurricane Isaac, funding of Storm Reserve Fund Escrow, and Related Relief, in Docket No. UD-14-01 (the “Financing Order”), Entergy New Orleans, Inc. (“ENO”) as Servicer of the Storm Recovery Bonds or any successor Servicer on behalf of the trustee as assignee of the SPE shall apply semi-annually for a mandatory periodic adjustment to the Storm Recovery Charge. Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Financing Order or Act No. 64 of the Louisiana Regular Session of 2006, the “Louisiana Electric Utility Storm Recovery Securitization Act,” codified at La. R.S. 45:1226-1236.

Each semi-annual true-up adjustment shall be filed with the Council not less than 15 days prior to the first billing cycle of the month in which the revised storm recovery charges will be in effect. The Council will have 15 days after the date of a true-up adjustment filing in which to confirm the mathematical accuracy of the servicer’s adjustment. However, any mathematical correction not made prior to the effective date of the storm recovery charge will be made in future true-up adjustment filings and will not delay the effectiveness of the storm recovery charge.

Using the formula approved by the Council in the Financing Order, this filing modifies the variables used in the Storm Recovery Charge calculation and provides the resulting modified Storm Recovery Charge. Attachment 1 shows the resulting value of the Storm Recovery Charge for all customers, as calculated in accordance with the Financing Order. The assumptions underlying the current Storm Recovery Charge were filed by ENO in an Issuance Advice/True-Up Letter dated ________.

Respectfully submitted,

ENTERGY NEW ORLEANS, INC.

By:

Name:

Title:

Date:

Attachment

ATTACHMENT 1

CALCULATION OF STORM RECOVERY CHARGE

[INSERT TABLE]

ANNEX I [to be revised by Entergy]

The Servicer agrees to comply with the following servicing procedures:

SECTION 1. Definitions.

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Storm Recovery Property Servicing Agreement (the “Agreement”).

SECTION 2. Data Acquisition.

(a)Installation and Maintenance of Meters. The Servicer shall cause to be installed, replaced and maintained meters in such places and in such condition as will enable the Servicer to obtain usage measurements for each Customer at least once every Billing Period.

(b)Meter Reading. At least once each Billing Period, the Servicer shall seek to acquire usage measurements for each Customer, either directly or if applicable, from the Applicable MDMA; but the Servicer may estimate any Customer’s usage determined in accordance with applicable Council Regulations.

(c)Cost of Metering. The Issuer shall not be obligated to pay any costs associated with the routine metering duties set forth in this Section 2, including the costs of installing, replacing and maintaining meters, nor shall the Issuer be entitled to any credit against the Servicing Fee for any cost savings realized by the Servicer as a result of new metering and/or billing technologies.

SECTION 3. Usage and Bill Calculation.

The Servicer shall (a)  obtain a calculation of each Customer’s usage and demand (which may be based on data obtained from such Customer’s meter read or on usage estimates determined in accordance with applicable Council Regulations) and (b) determine therefrom each Customer’s individual Storm Recovery Charge to be included on Bills issued by it to such Customer.

SECTION 4. Billing.

The Servicer shall bill the Storm Recovery Charges beginning as specified in the Financing Order and shall thereafter bill each Customer for the respective Customer’s outstanding current and past due Storm Recovery Charges accruing until all Storm Recovery Bonds and related financing costs are paid in full, all in accordance with the following:

(a)Frequency of Bills; Billing Practices. In accordance with the Servicer’s then-existing Servicer Policies and Practices for its own charges, as such Servicer Policies and Practices may be modified from time to time, the Servicer shall generate and issue a Bill to each Customer, for such Customers’ Storm Recovery Charges once every applicable Billing Period, at the appropriate time, with the same frequency and on the same Bill as that containing the Servicer’s own charges to such Customers. In the event that the Servicer makes any material modification to these practices, it shall notify the Issuer, the Indenture Trustee, and the Rating Agencies prior to the effectiveness of any such modification; and the Servicer may not make any modification that will materially adversely affect the Holders.

(b)Format.

(i)Each Bill issued by the Servicer shall contain the charge corresponding to the respective Storm Recovery Charges owed by such Customer for the applicable Billing Period. The Storm Recovery Charges shall be separately identified on each bill to the extent required by the related Tariffs, or if such charges are not separately identified, the Servicer shall provide Customers with the annual notice required by Section 4.01(b)(iii)(B) of the Servicing Agreement.

(ii)The Servicer shall conform to such requirements in respect of the format, structure and text of Bills delivered to Customers in accordance with, if applicable, the Financing Order, Tariffs, other tariffs and any other Council Regulations. To the extent that Bill format, structure and text are not prescribed

by the Louisiana Constitution and Revised Statutes or by applicable Council Regulations, the Servicer shall, subject to clause (i), determine the format, structure and text of all Bills in accordance with its reasonable business judgment, its Servicer Policies and Practices with respect to its own charges and prevailing industry standards.

(c)Delivery. The Servicer shall deliver all Bills issued by it (i) by United States mail in such class or classes as are consistent with the Servicer Policies and Practices followed by the Servicer with respect to its own charges to its Customers or (ii) by any other means, whether electronic or otherwise, that the Servicer may from time to time use to present its own charges to its customers. The Servicer shall pay from its own funds all costs of issuance and delivery of all Bills, including but not limited to printing and postage costs as the same may increase or decrease from time to time.

SECTION 5. Customer Service Functions.

The Servicer shall handle all Customer inquiries and other Customer service matters according to the same procedures it uses to service Customers with respect to its own charges.

SECTION 6. Collections; Payment Processing; Remittance.

(a)Collection Efforts, Policies, Procedures.

(i)The Servicer shall use reasonable efforts to collect all Billed SRCs from Customers as and when the same become due and shall follow such collection procedures as it follows with respect to comparable assets that it services for itself or others, including with respect to the following:

(A) The Servicer shall prepare and deliver overdue notices to Customers in accordance with applicable Council Regulations and Servicer Policies and Practices.

(B) The Servicer shall apply late payment charges to outstanding Customer balances in accordance with applicable Council Regulations and as required by the Financing Order.

(C) The Servicer shall deliver verbal and written final notices of delinquency and possible disconnection to Customers in accordance with applicable Council Regulations and Servicer Policies and Practices.

(D) The Servicer shall adhere to and carry out disconnection policies in accordance with the Louisiana Constitution and Revised Statutes, the Financing Order, applicable Council Regulations and the Servicer Policies and Practices.

(E) The Servicer may employ the assistance of collection agents to collect any past-due Storm Recovery Charges in accordance with applicable Council Regulations and Servicer Policies and Practices and the Tariffs.

(F) The Servicer shall apply Customer deposits to the payment of delinquent accounts in accordance with applicable Council Regulations and Servicer Policies and Practices and according to the priorities set forth in Sections 6(b) of this Annex I.

(ii)The Servicer shall not waive any late payment charge or any other fee or charge relating to delinquent payments, if any, or waive, vary or modify any terms of payment of any amounts payable by a Customer, in each case unless such waiver or action: (A) would be in accordance with the Servicer’s customary practices or those of any successor Servicer with respect to comparable assets that it services for itself and for others; (B) would not materially adversely affect the rights of the Holders; and (C) would comply with applicable law; and notwithstanding anything in the Agreement or this Annex I to the contrary, the Servicer is authorized to write off any Billed SRCs, in accordance with its Servicer Policies and Practices, that have remained outstanding for 180 days or more.

(iii)The Servicer shall accept payment from Customers in respect of Billed SRCs in such forms and methods and at such times and places as it accepts for payment of its own charges.

(b)Payment Processing; Allocation; Priority of Payments.

(i)The Servicer shall post all payments received to Customer accounts as promptly as practicable, and, in any event, substantially all payments shall be posted no later than 3 Business Days after receipt.

(ii)If any Customer does not pay the full amount of any Bill to ENO, the amount paid by the Customer will be applied in the chronological order of billing in the following order of priority: first, to any amounts due with respect to Customer deposits, second, to all charges of ENO on the Bill (which do not include SRCs), third, to all Storm Restoration Charges, on a pari passu basis, based upon the amounts billed with respect to each charge, and fourth, to additional pledges billed to the Customer. If there is more than one owner (or pledgee or pledgees) of Storm Recovery Property, such partial collections representing Storm Recovery Charges shall be allocated among such owners (or pledgee or pledgees), pro-rata based upon the amounts billed with respect to each charge payable to each such owner or pledgee, provided that late fees and charges may be allocated to the Servicer as provided in the Tariff.

(iii)The Servicer shall hold all over-payments for the benefit of the Issuer and ENO and shall apply such funds to future Bill charges in accordance with clause (ii) as such charges become due.

(c)Accounts; Records.

The Servicer shall maintain accounts and records as to the Storm Recovery Property accurately and in accordance with its standard accounting procedures and in sufficient detail (i) to permit reconciliation between payments or recoveries with respect to the Storm Recovery Property and the amounts from time to time remitted to the Collection Account in respect of the Storm Recovery Property and (ii) to permit the SRC Collections held by the Servicer to be accounted for separately from the funds with which they may be commingled, so that the dollar amounts of SRC Collections commingled with the Servicer’s funds may be properly identified and traced.

(d)Investment of SRC Payments Received.

Prior to each Daily Remittance, the Servicer may invest SRC Payments received at its risk. The Servicer shall remit to the Indenture Trustee any earnings on such unremitted SRC Collections as required by Section 6.11(e) of the Agreement. So long as the Servicer complies with its obligations under Section 6(e) of this Annex I, neither such investments nor such funds shall be required to be segregated from the other investment and funds of the Servicer.

(e)Calculation of Daily Remittance.

(i)The Daily Remittance shall be calculated in accordance with the Servicer Policies and Practices and the terms of the Agreement and Annex II.

(ii)The Servicer and the Issuer acknowledge that, as contemplated in Section 8.01(b) of the Agreement, the Servicer may make certain changes to its current computerized customer information system, which changes, when functional, would affect the Servicer’s method of calculating the SRC Payments as set forth in these Annexes. Should these changes to the computerized customer information system become functional during the term of the Agreement, the Servicer and the Issuer agree that they shall review the procedures used to calculate the SRC Payments estimated to have been received in light of the capabilities of such new system and shall amend these Annexes in writing to make such modifications or substitutions to such procedures as may be appropriate in the interests of efficiency, accuracy, cost and/or system capabilities; but the Servicer may not make any modification or substitution that will materially adversely affect the Holders. As soon as practicable, and in no event later than 60 Business Days after the date on which all Customer accounts are being billed under such new system, the Servicer shall notify the Issuer, the Indenture Trustee and the Rating Agencies of the same.

(iii)All calculations and any changes in procedures used to calculate the SRC Payments pursuant to this Section 6(e) shall be made in good faith, and in the case of any change in procedures pursuant

to clause (ii) above, in a manner reasonably intended to provide calculations that are at least as accurate as those that would be provided on the Closing Date utilizing the initial procedures.

(f)Remittances.

(i)The Collection Account shall be established in the name of the Indenture Trustee in accordance with the Indenture.

(ii)The Servicer shall make remittances to the Collection Account in accordance with Section 6.11 of the Agreement.

(iii)In the event of any change of account or change of institution affecting the Collection Account, the Issuer shall provide written notice thereof to the Servicer not later than 5 Business Days after the effective date of such change.

[ANNEX II

Illustrative of Calculation of Storm Recovery

Charge to be remitted on [April 23]

[April 21]	[April 23]
Step 1	Step 2
Gross customer collections received on [4/21] processed, deposited to cash clearing account, and posted to A/R	Servicer remits aggregate Storm Recovery Charges collected on [4/21] to Collection Account

EX-99.2

Exhibit 99.2

STORM RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT

by and between

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C.,

Issuer

and

ENTERGY NEW ORLEANS, INC.,

Seller

Dated as of [_______], 2015

This STORM RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of [_____], 2015, is between Entergy New Orleans Storm Recovery Funding I, L.L.C., a Louisiana limited liability company (the “Issuer”), and Entergy New Orleans, Inc., a Louisiana corporation duly authorized and qualified to do and doing business in the State of Louisiana (together with its successors in interest to the extent permitted hereunder, the “Seller” or “ENO”).

RECITALS

WHEREAS, the Issuer desires to purchase the Storm Recovery Property created pursuant to the Storm Recovery Securitization Law;

WHEREAS, the Seller is willing to sell the Storm Recovery Property to the Issuer;

WHEREAS, the Issuer, in order to finance the purchase of the Storm Recovery Property, will issue the Storm Recovery Bonds under the Indenture; and

WHEREAS, the Issuer, to secure its obligations under the Storm Recovery Bonds and the Indenture, will pledge, among other things, all right, title and interest of the Issuer in and to the Storm Recovery Property and this Agreement to the Indenture Trustee for the benefit of the Secured Parties.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION .Definitions

. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in that certain Indenture (including Appendix A thereto) dated as of the date hereof between the Issuer and The Bank of New York Mellon, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee”) and in its separate capacity as securities intermediary (the “Securities Intermediary”), as the same may be amended, restated, supplemented or otherwise modified from time to time.

SECTION .Other Definitional Provisions

.

(a)All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(b)The words “hereof,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the terms “includes” and “including” shall mean “includes without limitation” and “including without limitation”, respectively.

(c)The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

ARTICLE I

CONVEYANCE OF STORM RECOVERY PROPERTY

SECTION .Conveyance of Storm Recovery Property

. (a) In consideration of the Issuer’s delivery to or upon the order of the Seller of $[__________], subject to the conditions specified in Section 2.02, the Seller does hereby irrevocably sell, transfer, assign,

set over and otherwise convey to the Issuer, without recourse or warranty, except as set forth herein, all right, title and interest of the Seller in and to the Storm Recovery Property described in the Financing Order (such sale, transfer, assignment, setting over and conveyance of the Storm Recovery Property includes, to the fullest extent permitted by the Storm Recovery Securitization Law, the right to impose, bill, charge, collect and receive Storm Recovery Charges and the assignment of all revenues, collections, claims, rights to payment, payments, money or proceeds of or arising from the Storm Recovery Charges related to the Storm Recovery Property, as the same may be adjusted from time to time). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1230 of the Storm Recovery Securitization Law, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in and to (as in a true sale), and not as a pledge or other financing of, the Storm Recovery Property. The Seller and the Issuer agree that after giving effect to the sale, transfer, assignment, setting over and conveyance contemplated hereby the Seller has no right, title or interest in or to the Storm Recovery Property to which a security interest could attach because (i) it has sold, transferred, assigned, set over and conveyed all right, title and interest in and to the Storm Recovery Property to the Issuer and (ii) as provided in Section 1230(4) of the Storm Recovery Securitization Law, appropriate financing statements have been filed and such transfer is perfected against Customers owing payment of Storm Recovery Charges, creditors of the Seller, subsequent transferees, and all other third parties, notwithstanding the absence of actual knowledge of or notice to the Customers of the sale, assignment, or transfer. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1230 of the Storm Recovery Securitization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such Storm Recovery Property and as the creation of a security interest (within the meaning of the Storm Recovery Securitization Law and the Louisiana UCC) in the Storm Recovery Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Storm Recovery Property to the Issuer, the Seller hereby grants a security interest in all right, title and interest of the Seller in and to the Storm Recovery Property described in the Financing Order, to the Issuer (and, to the extent necessary to qualify the grant as a security interest under the Storm Recovery Securitization Law and the Louisiana UCC, to the Indenture Trustee for the benefit of the Secured Parties to secure the right of the Issuer under the Basic Documents to receive the Storm Recovery Charges and all other Storm Recovery Property).

(a)Subject to Section 2.02, the Issuer does hereby purchase the Storm Recovery Property from the Seller for the consideration set forth in Section 2.01(a).

SECTION .Conditions to Conveyance of Storm Recovery Property

. The obligation of the Issuer to purchase Storm Recovery Property on the Closing Date shall be subject to the satisfaction or waiver by the Issuer of each of the following conditions:

(i)on or prior to the Closing Date, the Seller shall have delivered to the Issuer a duly executed Bill of Sale identifying the Storm Recovery Property to be conveyed on the Closing Date;

(ii)on or prior to the Closing Date, the Seller shall have received the Financing Order creating the Storm Recovery Property;

(iii)as of the Closing Date, the Seller is not insolvent and will not have been made insolvent by the sale of the Storm Recovery Property to the Issuer and the Seller is not aware of any pending insolvency with respect to itself;

(iv)(a) as of the Closing Date, the representations and warranties of the Seller set forth in this Agreement shall be true and correct with the same force and effect as if made on the Closing Date (except to the extent that they relate to an earlier date); and (b) on and as of the Closing Date no breach of any

covenant or agreement of the Seller contained in this Agreement has occurred and is continuing, and no Servicer Default shall have occurred and be continuing;

(v)as of the Closing Date, (A) the Issuer shall have sufficient funds available to pay the purchase price for the Storm Recovery Property to be conveyed on such date and (B) all conditions set forth in the Indenture to the issuance of the Storm Recovery Bonds intended to provide such funds shall have been satisfied or waived;

(vi)on or prior to the Closing Date, the Seller shall have taken all action required to transfer to the Issuer ownership of the Storm Recovery Property to be conveyed on such date, free and clear of all Liens other than Liens created by the Issuer pursuant to the Basic Documents and to perfect such transfer, including, without limitation, filing any statements or filings under the Storm Recovery Securitization Law or the UCC; and the Issuer or the Servicer, on behalf of the Issuer, shall have taken any action required for the Issuer to grant the Indenture Trustee a first priority perfected security interest in the Storm Recovery Bond Collateral and maintain such security interest as of such date;

(vii)the Seller shall have delivered to the Rating Agencies and the Issuer any Opinions of Counsel required by the Rating Agencies;

(viii)the Seller shall have received and delivered to the Issuer and the Indenture Trustee: (i) an opinion of Independent tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that the Issuer will not be subject to United States federal income tax as an entity separate from its sole owner and that the Storm Recovery Bonds will be treated as debt of the Issuer’s sole owner for United States federal income tax purposes, and (ii) an opinion of Independent tax counsel (as selected by the Seller, and in form and substance reasonably satisfactory to the Issuer and the Indenture Trustee) to the effect that, for United States federal income tax purposes, the issuance of the Storm Recovery Bonds will not result in gross income to the Seller. The opinion of outside tax counsel described above may, if the Seller so chooses, be conditioned on the receipt by the Seller of one or more letter rulings from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph) and in rendering such opinion outside tax counsel shall be entitled to rely on the rulings contained in such letter rulings and to rely on the representations made, and information supplied, to the Internal Revenue Service in connection with such letter rulings;

(ix)on and as of the Closing Date, each of the LLC Agreement, the Servicing Agreement, this Agreement, the Administration Agreement, the Indenture, the Financing Order, any issued Tariff and the Storm Recovery Securitization Law shall be in full force and effect;

(x)the Storm Recovery Bonds shall have received a rating or ratings as required by the Financing Order; and

(xi)the Seller shall have delivered to the Indenture Trustee and the Issuer an Officers’ Certificate confirming the satisfaction of each condition precedent specified in this Section 2.02.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER

Subject to Section 3.09, the Seller makes the following representations and warranties, as of the Closing Date, and the Seller acknowledges that the Issuer has relied thereon in acquiring the Storm Recovery Property. The representations and warranties shall survive the sale and transfer of Storm Recovery Property to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture. The Seller agrees that (i) the Issuer may assign the right to enforce the following representations and warranties to the Indenture Trustee and (ii) the representations and warranties inure to the benefit of the Issuer and the Indenture Trustee.

SECTION .Organization and Good Standing

. The Seller is a corporation duly organized and validly existing and is in good standing under the laws of the state of its organization, with the requisite power and authority to own its properties as such properties are currently owned and to conduct its business as such business is now conducted by it, and

has the requisite corporate or other power and authority to obtain the Financing Order and own, sell and transfer the Storm Recovery Property.

SECTION .Due Qualification

. The Seller is duly qualified to do business and is in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, licenses or approvals (except where the failure to so qualify or obtain such licenses and approvals would not be reasonably likely to have a material adverse effect on the Seller’s business, operations, assets, revenues or properties).

SECTION .Power and Authority

. The Seller has the requisite power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by all necessary action on the part of the Seller under its organizational or governing documents and laws.

SECTION .Binding Obligation

. This Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against it in accordance with its terms, subject to applicable insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ or secured parties’ rights generally from time to time in effect and to general principles of equity (including concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or at law.

SECTION .No Violation

. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not and will not: (i) conflict with or result in any breach of any of the terms and provisions of, or otherwise constitute (with or without notice or lapse of time) a default under, the Seller’s organizational documents or any indenture or other agreement or instrument to which the Seller is a party or by which it or any of its property is bound; (ii) result in the creation or imposition of any Lien upon any of the Seller’s properties pursuant to the terms of any such indenture, agreement or other instrument (other than any Lien that may be granted in the Issuer’s favor or any Lien created pursuant to Section 1231 of the Storm Recovery Securitization Law); or (iii) violate any existing law or any existing order, rule or regulation applicable to the Seller of any Governmental Authority having jurisdiction over the Seller or its properties.

SECTION .No Proceedings

. There are no proceedings pending and, to the Seller’s knowledge, there are no proceedings threatened and, to the Seller’s knowledge, there are no investigations pending or threatened before any Governmental Authority having jurisdiction over the Seller or its properties involving or relating to the Seller or the Issuer or, to the Seller’s knowledge, any other Person: (i) asserting the invalidity of the Storm Recovery Securitization Law, the Financing Order, this Agreement, any of the other Basic Documents or the Storm Recovery Bonds, (ii) seeking to prevent the issuance of the Storm Recovery Bonds or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination that could reasonably be expected to materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of the Storm Recovery Securitization Law, the Financing Order, this Agreement, any of the other Basic Documents or the Storm Recovery Bonds or (iv) seeking to adversely affect the federal income tax or state income or franchise tax classification of the Storm Recovery Bonds as debt.

SECTION .Approvals

. Except for continuation filings under the UCC and other filings under the Storm Recovery Securitization Law, no governmental approval, authorization, consent, order or other action of, or filing with, any Governmental Authority is required in connection with the execution and delivery by the Seller of this Agreement, the performance by the Seller of the transactions contemplated hereby or the fulfillment by the Seller of the terms hereof, except those that have been obtained or made and those that the Seller, in its capacity as Servicer under the Servicing Agreement, is required to make in the future pursuant to the Servicing Agreement.

SECTION .The Storm Recovery Property.

(a)Information. Subject to subsection (f) below, at the Closing Date, all written information, as amended or supplemented from time to time, provided by the Seller to the Issuer with respect to the Storm Recovery Property (including the Expected Amortization Schedule, the Financing Order and the Issuance Advice Letter relating thereto) is true and correct in all material respects.

(b)Title. It is the intention of the parties hereto that (other than for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes) the transfers and assignments herein contemplated each constitute a sale and absolute transfer of the Storm Recovery Property from the Seller to the Issuer and that no interest in, or right or title to, the Storm Recovery Property shall be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No portion of the Storm Recovery Property has been sold, transferred, assigned or pledged or otherwise conveyed by the Seller to any Person other than the Issuer, and no security agreement, financing statement or equivalent security or lien instrument listing the Seller as debtor covering all or any part of the Storm Recovery Property is on file or of record in any jurisdiction, except such as may have been filed, recorded or made in favor of the Issuer or the Indenture Trustee in connection with the Basic Documents. The Seller has not authorized the filing of and is not aware (after due inquiry) of any financing statement against it that includes a description of collateral including the Storm Recovery Property other than any financing statement filed, recorded or made in favor of the Issuer or the Indenture Trustee in connection with the Basic Documents. The Seller is not aware (after due inquiry) of any judgment or tax lien filings against either the Seller or the Issuer. On the Closing Date, immediately prior to the sale of such Storm Recovery Property hereunder, the Seller is the original and sole owner of the Storm Recovery Property free and clear of all Liens and rights of any other Person, and no offsets, defenses or counterclaims exist or have been asserted with respect thereto.

(c)Transfer Filings. On the Closing Date, immediately upon the sale hereunder, the Storm Recovery Property shall be validly transferred and sold to the Issuer, the Issuer shall own all such Storm Recovery Property free and clear of all Liens (except for any Lien created in favor of the Indenture Trustee on behalf of the Holders pursuant to Section 1231 of the Storm Recovery Securitization Law and under the Basic Documents) and all filings and action to be made or taken by the Seller (including, without limitation, filings with Louisiana UCC Filing Officer under the Storm Recovery Securitization Law) necessary in any jurisdiction to give the Issuer a perfected ownership interest, and in the case that the last sentence of Section 2.01(a) is operative, a perfected security interest (subject to any Lien created in favor of the Indenture Trustee on behalf of the Holders pursuant to Section 1231 of the Storm Recovery Securitization Law and under the Basic Documents) in the Storm Recovery Property have been made or taken. No further action is required to maintain such ownership interest (subject to any Lien created in favor of the Indenture Trustee on behalf of the Holders pursuant to Section 1231 of the Storm Recovery Securitization Law and under the Basic Documents) and to give the Indenture Trustee a first priority perfected security interest in the Storm Recovery Property. All filings and action have also been made or taken to perfect the security interest in the Storm Recovery Property granted by the Seller to the Issuer (subject to any Lien created in favor of the Indenture Trustee on behalf of the Holders pursuant to Section 1231 of the Storm Recovery Securitization Law and

under the Basic Documents) and, to the extent necessary, the Indenture Trustee pursuant to the last sentence of Section 2.01(a), in the case of the Storm Recovery Property.

(d)Financing Order, Issuance Advice Letter and Tariff; Other Approvals. On the Closing Date, under the laws of the State of Louisiana and the United States in effect on such Closing Date, (i) the Financing Order pursuant to which the rights and interests of the Seller have been created, including the right to impose, bill, charge, collect and receive the Storm Recovery Charges, and the interest in and to the Storm Recovery Property transferred on such date is Final and non-appealable and is in full force and effect and is irrevocable by its terms; (ii) as of the issuance of the Storm Recovery Bonds, the Storm Recovery Bonds are entitled to the protection provided in the Storm Recovery Securitization Law and the Financing Order and Council’s concurrence in the Issuance Advice Letter is not revocable by the Council; (iii) as of the issuance of the Storm Recovery Bonds, the Tariff is in full force and effect and is not subject to modification by the Council except as provided under Section 1228(C)(4) and Section 1228(F)of the Storm Recovery Securitization Law and the Financing Order; (iv) the process by which the Financing Order creating the Storm Recovery Property transferred on such date was adopted and approved, and such Financing Order, Issuance Advice Letter and Tariff themselves, comply with all applicable laws, rules and regulations, the Home Rule Charter and the Louisiana Constitution; (v) the Issuance Advice Letter and the Tariff relating to the Storm Recovery Property transferred on such date have been filed in accordance with the Financing Order creating the Storm Recovery Property transferred on such date and an officer of the Seller has provided the certification to the Council required by the Issuance Advice Letter; and (vi) no other approval, authorization, consent, order or other action of, or filing with any Governmental Authority is required in connection with the creation of the Storm Recovery Property transferred on such date, except those that have been obtained or made.

(e)State Action. Under the Storm Recovery Securitization Law, the State of Louisiana and the Louisiana Legislature have made the State Pledge and the Council has made the Council Pledge. Under the laws of the State of Louisiana and the United States, (x) the State of Louisiana could not constitutionally repeal or amend the Storm Recovery Securitization Law or take any other action contravening the State Pledge and creating an impairment (without, as the Storm Recovery Securitization Law requires, providing full compensation by law for the full protection of the Storm Recovery Charges collected pursuant to the Financing Order and full protection of the Holders or any assignee or financing party), unless such impairment clearly is a reasonable and necessary exercise of the State of Louisiana’s sovereign powers based upon reasonable conditions and of a character reasonable and appropriate to the emergency or other significant and legitimate public purpose justifying such action, (y) under the takings clauses of the United States and Louisiana Constitutions, the State of Louisiana would be required to pay just compensation to Holders, if the State Legislature repealed or amended the Storm Recovery Securitization Law or took any other action contravening the State Pledge, if the court determines doing so constituted a permanent appropriation of a substantial property interest of the Holders of the Storm Recovery Property and deprived the Holders of their reasonable expectations arising from their investments in the Storm Recovery Bonds, and (z)  under the laws of the State of Louisiana, the Council Pledge (i) creates a binding contractual obligation of the City of New Orleans for purposes of the contract clauses of the United States and Louisiana Constitutions, and (ii) provides a basis upon which the Holders could challenge successfully any action of the Council of a legislative character, including the rescission or amendment of the Financing Order or the Council seeking to have the City acquire portions of some or all of ENO’s electric distribution facilities, that such court determines violates the Council Pledge in a manner that substantially reduces, limits or impairs the value of the Storm Recovery Property or the Storm Recovery Charges, prior to the time that the Storm Recovery Bonds are paid in full and discharged, unless there is a judicial finding that the Council action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious or an abuse of authority. There is no assurance, however, that, even if a court were to award just compensation it would be sufficient to pay the full amount of principal and interest on the Storm Recovery Bonds.

(f)Assumptions. On the Closing Date, based upon the information available to the Seller on such date, the assumptions used in calculating the Storm Recovery Charges are reasonable and are made in good faith.

(g)Creation of Storm Recovery Property. Upon the effectiveness of the Financing Order, the rights and interests of the Seller under the Financing Order as specified in Ordering Paragraph [11] thereof, including the right to impose, bill, charge, collect and receive the Storm Recovery Charges authorized in the Financing Order, but excluding the right to seek to recover certain Upfront Financing Costs from other rates and charges and excluding the Seller’s rights, subject to the terms of the Indenture, to receive its servicing fee under the Servicing Agreement and its administration fee under the Administration Agreement and to receive a return on amounts in the Capital Subaccount (collectively, “reserved rights”), became Storm Recovery Property and constitutes a present contract right vested in the Seller. Upon the effectiveness of the Financing Order, the Issuance Advice Letter and the Tariff with respect to the Storm Recovery Property and the transfer of such Storm Recovery Property pursuant to this Agreement: (i) the Storm Recovery Property constitutes a present contract right vested in the Issuer; (ii) the Storm Recovery Property includes (A) the rights, title and interests of the Seller under the Financing Order (except for reserved rights as defined above) and in the Storm Recovery Charges and (B) the right to impose, bill, collect and obtain periodic adjustments (with respect to adjustments, in the manner and with the effect provided in the Financing Order and in Section 4.01(a) of the Servicing Agreement) of such Storm Recovery Charges, and the rates and other charges authorized by the Financing Order and all revenues, collections, claims, payments, money or proceeds of or arising from the Storm Recovery Charges; (iii) the owner of the Storm Recovery Property is legally entitled to bill Storm Recovery Charges and collect payments in respect of the Storm Recovery Charges in the aggregate sufficient to pay the interest on and principal of the Storm Recovery Bonds in accordance with the Indenture, to pay the fees and expenses of servicing the Storm Recovery Bonds and other Ongoing Financing Costs described in the Financing Order, and to replenish the Capital Subaccount to the Required Capital Level until the Storm Recovery Bonds are paid in full or until the last date permitted for the collection of payment in respect of the Storm Recovery Charges under the Financing Order; and (iv) the Storm Recovery Property is not subject to any Lien other than the lien created by the Basic Documents.

(h)Nature of Representations and Warranties. The representations and warranties set forth in this Section 3.08, insofar as they involve conclusions of law, are made not on the basis that the Seller purports to be a legal expert or to be rendering legal advice, but rather to reflect the parties’ good faith understanding of the legal basis on which the parties are entering into this Agreement and the other Basic Documents and the basis on which the Holders are purchasing the Storm Recovery Bonds, and to reflect the parties’ agreement that, if such understanding turns out to be incorrect or inaccurate, the Seller will be obligated to indemnify the Issuer and its permitted assigns (to the extent required by and in accordance with Section 5.01), and that the Issuer and its permitted assigns will be entitled to enforce any rights and remedies under the Basic Documents, on account of such inaccuracy to the same extent as if the Seller had breached any other representations or warranties hereunder.

(i)Prospectus. As of the date hereof, the information describing the Seller under the caption “The Depositor, Seller, Initial Servicer and Sponsor” in the prospectus dated [_______], 2015 relating to the Storm Recovery Bonds is true and correct in all material respects.

(j)Solvency. After giving effect to the sale of the Storm Recovery Property hereunder, the Seller:

(i)is solvent and expects to remain solvent;

(ii)is adequately capitalized to conduct its business and affairs considering its size and the nature of its business and intended purpose;

(iii)is not engaged in nor does it expect to engage in a business for which its remaining property represents an unreasonably small portion of its capital;

(iv)reasonably believes that it will be able to pay its debts as they come due; and

(v)is able to pay its debts as they mature and does not intend to incur, or believes that it will not incur, indebtedness that it will not be able to repay at its maturity.

(k)No Court Order. There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Storm Recovery Securitization Law, the Financing Order, the Issuance Advice Letter, the Storm Recovery Property or the Storm Recovery Charges or any rights arising under any of them or that seeks to enjoin the performance of any obligations under the Financing Order.

(l)No Proceedings Concerning the Storm Recovery Securitization Law. Except as disclosed in the Prospectus, there are no proceedings pending, and to the Seller’s knowledge, (i) there are no proceedings threatened and (ii) there are no investigations pending or threatened, before any Governmental Authority having jurisdiction over the Issuer or the Seller or their respective properties challenging the Storm Recovery Securitization Law or the Financing Order.

(m)Survival of Representations and Warranties The representations and warranties set forth in this Section 3.08shall survive the execution and delivery of this Agreement, and may not be waived by any party hereto except pursuant to a written agreement executed in accordance with Article VI and as to which the Rating Agency Condition has been satisfied.

SECTION .Limitations on Representations and Warranties

. Without prejudice to any of the other rights of the parties, the Seller will not be in breach of any representation or warranty, as a result of a change in law by means of any legislative enactment, constitutional amendment or voter initiative. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT BILLED STORM RECOVERY CHARGES WILL BE ACTUALLY COLLECTED FROM CUSTOMERS, THAT AMOUNTS ACTUALLY COLLECTED ARISING FROM THOSE STORM RECOVERY CHARGES WILL IN FACT BE SUFFICIENT TO MEET THE PAYMENT OBLIGATIONS ON THE STORM RECOVERY BONDS OR THAT THE ASSUMPTIONS USED IN CALCULATING SUCH STORM RECOVERY CHARGES WILL IN FACT BE REALIZED.

SECTION .Waiver of Legal Warranties

. The Seller makes no representation or warranty, express or implied, as to the solvency of any Customer on the Closing Date or as to the future solvency of any Customer. Further, the Issuer waives any right to rescind this Agreement or any conveyance pursuant to this Agreement in case of insolvency of any Customer, regardless of any actual or implied knowledge by the Seller at any time of the insolvency of any Customer. Additionally, the Issuer agrees that this Agreement is not subject to a suspensive condition under Louisiana Civil Code Article 2450, notwithstanding that the imposition and collection of Storm Recovery Charges depends upon future acts such as the Servicer performing its servicing functions relating to the collection of Storm Recovery Charges, the future provision of electric service to Customers, and the future consumption by Customers of electricity.

ARTICLE IV

COVENANTS OF THE SELLER

SECTION .Existence

. Subject to Section 5.02, so long as any of the Storm Recovery Bonds are Outstanding, the Seller (a) will keep in full force and effect its existence and remain in good standing under the laws of the jurisdiction of its organization, (b) will obtain and preserve its qualification to do business, in each case to the extent that in each such jurisdiction such existence or qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Basic Documents to which the Seller is a party and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby or to the extent necessary for the Seller to perform its obligations hereunder or thereunder and (c) will continue to own and operate its transmission and distribution system (or, if by law, the Seller is no longer required to own and/or operate both the

transmission and distribution systems, then the Seller’s distribution system) in order and to the extent required to provide electric services to the Customers. Nothing in this Section 4.01 shall prohibit the Seller from selling, assigning or otherwise divesting any of its properties or assets; provided that in the event that the Seller sells, assigns or otherwise divests of all or any portion of its transmission and distribution system required to provide electric service to the Customers (or, if by law, the Seller is no longer required to own and/operate both the transmission and distribution systems, if the Seller sells, assigns or otherwise divests all or any portion of its distribution system required to provide electric service to the Customer), then the entity acquiring such distribution (and if owned and/or operated jointly, transmission) facilities is either required by law or agrees by contract to continue operating the facilities to provide electric services to Customers, and, provided further that the conditions of Section 5.02 are satisfied.

SECTION .No Liens

. Except for the conveyances hereunder or any Lien under Section 1231 of the Storm Recovery Securitization Law for the benefit of the Issuer (as the Issuer) and the Secured Parties, the Seller will not sell, pledge, assign or transfer, or grant, create, incur, assume or suffer to exist any Lien on, any of the Storm Recovery Property, or any interest therein, and the Seller shall defend the right, title and interest of the Issuer and the Indenture Trustee, on behalf of the Secured Parties, in, to and under the Storm Recovery Property against all claims of third parties claiming through or under the Seller. ENO, in its capacity as Seller, will not at any time assert any Lien against, or with respect to, any of the Storm Recovery Property.

SECTION .Delivery of Collections

. In the event that the Seller receives Collections in respect of the Storm Recovery Charges or the proceeds thereof other than in its capacity as the Servicer, the Seller agrees to pay to the Servicer, on behalf of the Issuer, all payments received by it in respect thereof as soon as practicable after receipt thereof. Prior to such remittance to the Servicer by the Seller, the Seller agrees that such amounts are held by it in trust for the Issuer and the Indenture Trustee. If the Seller becomes a party to any future trade receivables purchase and sale arrangement or similar arrangement under which it sells all or any portion of its accounts receivables, the Seller and the other parties to such arrangement shall enter into an intercreditor agreement in connection therewith and the terms of the documentation evidencing such trade receivables purchase and sale arrangement or similar arrangement shall expressly exclude Storm Recovery Charges from any receivables or other assets pledged or sold under such arrangement. In the event that the Seller receives any payment in respect to its electric distribution system as a result of the exercise of the powers of eminent domain by any municipality, ENO shall deposit with the Indenture Trustee that portion of the proceeds ENO may receive from the appropriation of its Customers and allocated to the Storm Recovery Property to be applied as directed by the Servicer, as provided in Section 5.02(f) of the Servicing Agreement.

SECTION .Notice of Liens

. The Seller shall notify the Issuer and the Indenture Trustee promptly after becoming aware of any Lien on any of the Storm Recovery Property, other than the conveyances hereunder, any Lien under the Basic Documents or any Lien under Section 1231 of the Storm Recovery Securitization Law or the Louisiana UCC for the benefit of the Issuer or the Secured Parties.

SECTION .Compliance with Law

. The Seller hereby agrees to comply with its organizational or governing documents and all laws, treaties, rules, regulations and determinations of any Governmental Authority applicable to it, except to the extent that failure to so comply would not materially adversely affect the Issuer’s or the Indenture

Trustee’s interests in the Storm Recovery Property or under any of the other Basic Documents to which the Seller is party or the Seller’s performance of its obligations hereunder or under any of the other Basic Documents to which it is party.

SECTION .Covenants Related to Storm Recovery Bonds and Storm Recovery Property.

(a)So long as any of the Storm Recovery Bonds are outstanding, the Seller shall treat the Storm Recovery Bonds as debt for all purposes and specifically as debt of the Issuer, other than for financial reporting, state or federal regulatory or tax purposes.

(b)Solely for the purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, for purposes of state, local and other taxes, so long as any of the Storm Recovery Bonds are outstanding, the Seller agrees to treat the Storm Recovery Bonds as indebtedness of the Seller (as the sole owner of the Issuer) secured by the Senior Secured Storm Recovery Bond Collateral unless otherwise required by appropriate taxing authorities.

(c)So long as any of the Storm Recovery Bonds are outstanding, the Seller shall disclose in its financial statements that the Issuer and not the Seller is the owner of the Storm Recovery Property and that the assets of the Issuer are not available to pay creditors of the Seller or its Affiliates (other than the Issuer).

(d)So long as any of the Storm Recovery Bonds are outstanding, the Seller shall not own or purchase any Storm Recovery Bonds.

(e)So long as the Storm Recovery Bonds are outstanding, the Seller shall disclose the effects of all transactions between the Seller and the Issuer in accordance with generally accepted accounting principles.

(f)The Seller agrees that, upon the sale by the Seller of the Storm Recovery Property to the Issuer pursuant to this Agreement, (i) to the fullest extent permitted by law, including applicable Council Regulations and the Storm Recovery Securitization Law, the Issuer shall have all of the rights originally held by the Seller with respect to the Storm Recovery Property, including the right (subject to the terms of the Servicing Agreement) to exercise any and all rights and remedies to collect any amounts payable by any Customer in respect of the Storm Recovery Property, notwithstanding any objection or direction to the contrary by the Seller (and the Seller agrees not to make any such objection or to take any such contrary action) and (ii) any payment by any Customer directly to the Issuer shall discharge such Customer’s obligations, if any, to the Seller in respect of the Storm Recovery Property to the extent of such payment, notwithstanding any objection or direction to the contrary by the Seller.

(g)So long as any of the Storm Recovery Bonds are outstanding, (i) in all proceedings relating directly or indirectly to the Storm Recovery Property, the Seller shall affirmatively certify and confirm that it has sold all of its rights and interests in and to such property (other than for financial reporting or tax purposes), (ii) the Seller shall not make any statement or reference in respect of the Storm Recovery Property that is inconsistent with the ownership interest of the Issuer (other than for financial accounting, state or federal regulatory or tax purposes), (iii) the Seller shall not take any action in respect of the Storm Recovery Property except solely in its capacity as the Servicer thereof pursuant to the Servicing Agreement or as otherwise contemplated by the Basic Documents, (iv) the Seller shall not sell storm recovery property under a separate financing order in connection with the issuance of additional storm recovery bonds pursuant to the Storm Recovery Securitization Law unless the Rating Agency Condition shall have been satisfied, and (v) neither the Seller nor the Issuer shall take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable state, local and other tax law, for purposes of state, local and other taxes, as a disregarded entity that is not separate from the Seller (or, if relevant, from another sole owner of the Issuer).

SECTION .Protection of Title

. The Seller shall execute and file such filings, including, without limitation, filings with the Louisiana UCC Filing Officer pursuant to the Storm Recovery Securitization Law, and cause to be executed and filed such filings, all in such manner and in such places as may be required by law to fully preserve, maintain, protect and perfect the ownership interest (and in the case that the last sentence of

Section 2.01(a) is operative, the security interest) of the Issuer and security interest of the Indenture Trustee in the Storm Recovery Property, including, without limitation, all filings required under the Storm Recovery Securitization Law and the UCC relating to the transfer of the ownership of the rights and interest in the Storm Recovery Property by the Seller to the Issuer (and in the case that the last sentence of Section 2.01(a) of the Sale Agreement is operative, the security interest granted by the Seller to the Issuer) or the pledge of the Issuer’s interest in such Storm Recovery Property to the Indenture Trustee. The Seller shall deliver or cause to be delivered to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller shall institute any action or proceeding necessary to compel performance by the Council, the State of Louisiana or any of their respective agents, of any of their obligations or duties under the Storm Recovery Securitization Law, the Financing Order or the Issuance Advice Letter, and the Seller agrees to take such legal or administrative actions, including defending against or instituting and pursuing legal actions and appearing or testifying at hearings or similar proceedings, as may be reasonably necessary (i) to protect the Issuer and the Secured Parties from claims, state actions or other actions or proceedings of third parties (including the exercise of eminent domain powers by the City) which, if successfully pursued, would result in a breach of any representation or warranty set forth in Article III or any covenant set forth in Article IV and (ii) to block or overturn any attempts to cause a repeal of, rescission of, modification of or supplement to the Storm Recovery Securitization Law, the Financing Order, the Issuance Advice Letter or the rights of Holders by legislative enactment or constitutional amendment that would be materially adverse to the Issuer or the Secured Parties or which would otherwise cause an impairment of the rights of the Issuer or the Secured Parties. The costs of any such actions or proceedings will be payable as an Operating Expense of the Issuer.

SECTION .Nonpetition Covenants

. Notwithstanding any prior termination of this Agreement or the Indenture, the Seller shall not, prior to the date which is one year and one day after the termination of the Indenture and payment in full of the Storm Recovery Bonds or any other amounts owed under the Indenture, petition or otherwise invoke or cause the Issuer to invoke the process of any Government Authority for the purpose of commencing or sustaining an involuntary case against the Issuer under any federal or state bankruptcy, insolvency or similar law, appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of the property of the Issuer, or ordering the winding up or liquidation of the affairs of the Issuer.

SECTION .Taxes

. So long as any of the Storm Recovery Bonds are outstanding, the Seller shall, and shall cause each of its subsidiaries to, pay all taxes, assessments and governmental charges imposed upon it or any of its properties or assets or with respect to any of its franchises, business, income or property before any penalty accrues thereon if the failure to pay any such taxes, assessments and governmental charges would, after any applicable grace periods, notices or other similar requirements, result in a Lien on the Storm Recovery Property; provided that no such tax need be paid if the Seller or one of its subsidiaries is contesting the same in good faith by appropriate proceedings promptly instituted and diligently conducted and if the Seller or such subsidiary has established appropriate reserves as shall be required in conformity with generally accepted accounting principles.

SECTION .Issuance Advice Letter

. The Seller hereby agrees not to withdraw the filing of the Issuance Advice Letter with the Council.

SECTION .Tariff

. The Seller hereby agrees to make all reasonable efforts to keep each Tariff in full force and effect at all times.

SECTION .Notice of Breach to Rating Agencies, Etc.

Promptly after obtaining knowledge thereof, in the event of a breach in any material respect (without regard to any materiality qualifier contained in such representation, warranty or covenant) of any of the Seller’s representations, warranties or covenants contained herein, the Seller shall promptly notify the Issuer, the Indenture Trustee and the Rating Agencies of such breach. For the avoidance of doubt, any breach which would adversely affect scheduled payments on the Storm Recovery Bonds will be deemed to be a material breach for purposes of this Section 4.12.

SECTION .Use of Proceeds

. The Seller shall use the proceeds of the sale of the Storm Recovery Property in accordance with the Financing Order and the Storm Recovery Securitization Law.

SECTION .Further Assurances

. Upon the request of the Issuer, the Seller shall execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out more effectually the provisions and purposes of this Agreement.

ARTICLE V

THE SELLER

SECTION .Liability of Seller; Indemnities.

(a)The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement.

(b)The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Storm Recovery Bond) that may at any time be imposed on or asserted against any such Person as a result of the sale of the Storm Recovery Property to the Issuer, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Storm Recovery Bond.

(c)The Seller shall indemnify the Issuer and the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees, trustees, managers, and agents for, and defend and hold harmless each such Person from and against, any and all taxes (other than taxes imposed on Bondholders as a result of their ownership of a Storm Recovery Bond) that may at any time be imposed on or asserted against any such Person as a result of the Issuer’s ownership and assignment of the Storm Recovery Property, the issuance and sale by the Issuer of the Storm Recovery Bonds or the other transactions contemplated in the Basic Documents, including any franchise, sales, gross receipts, general corporation, tangible personal property, privilege or license taxes but excluding any taxes imposed as a result of a failure of such Person to withhold or remit taxes with respect to payments on any Storm Recovery Bond.

(d)The Seller shall indemnify the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and each of their respective officers, directors, employees and agents for, and defend and hold harmless each such Person from and against all Losses that may be imposed on, incurred by or asserted against each such Person, in each such case, as a result of the Seller’s breach of any of its representations, warranties or covenants contained in this Agreement.

(e)Indemnification under Sections 5.01(b), 5.01(c), 5.01(d) and 5.01(f) shall include reasonable out-of-pocket fees and expenses of investigation and litigation (including reasonable attorney’s fees and expenses), except as otherwise expressly provided in this Agreement.

(f)The Seller shall indemnify the Indenture Trustee (for itself) and the Independent Managers, and any of their respective Affiliates, officers, directors, employees and agents (each, an “Indemnified Person”) for, and defend and hold harmless each such Person from and against, any and all Losses incurred by any of such Indemnified Persons as a result of the Seller’s breach of any of its representations and warranties or covenants contained in this Agreement, except to the extent of Losses either resulting from the willful misconduct, bad faith or gross negligence of such Indemnified Person or resulting from a breach of a representation or warranty made by such Indemnified Person in any of the Basic Documents that gives rise to the Seller’s breach. The Seller shall not be required to indemnify an Indemnified Person for any amount paid or payable by such Indemnified Person in the settlement of any action, proceeding or investigation without the prior written consent of the Seller which consent shall not be unreasonably withheld. Promptly after receipt by an Indemnified Person of notice of the commencement of any action, proceeding or investigation, such Indemnified Person shall, if a claim in respect thereof is to be made against the Seller under this Section 5.01(f), notify the Seller in writing of the commencement thereof. Failure by an Indemnified Person to so notify the Seller shall relieve the Seller from the obligation to indemnify and hold harmless such Indemnified Person under this Section 5.01(f) only to the extent that the Seller suffers actual prejudice as a result of such failure. With respect to any action, proceeding or investigation brought by a third party for which indemnification may be sought under this Section 5.01(f), the Seller shall be entitled to conduct and control, at its expense and with counsel of its choosing that is reasonably satisfactory to such Indemnified Person, the defense of any such action, proceeding or investigation (in which case the Seller shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the Indemnified Person except as set forth below); provided that the Indemnified Person shall have the right to participate in such action, proceeding or investigation through counsel chosen by it and at its own expense. Notwithstanding the Seller’s election to assume the defense of any action, proceeding or investigation, the Indemnified Person shall have the right to employ separate counsel (including local counsel), and the Seller shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the defendants in any such action include both the Indemnified Person and the Seller and the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Seller, (ii) the Seller shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of the institution of such action, (iii) the Seller shall authorize the Indemnified Person to employ separate counsel at the expense of the Seller or (iv) in the case of the Indenture Trustee, such action exposes the Indenture Trustee to a material risk of criminal liability or forfeiture or a Servicer Default has occurred and is continuing. Notwithstanding the foregoing, the Seller shall not be obligated to pay for the fees, costs and expenses of more than one separate counsel for the Indemnified Persons other than one local counsel, if appropriate.

(g)The Seller shall indemnify the Servicer (if the Servicer is not the Seller) for the costs of any action instituted by the Servicer pursuant to Section 5.02(d) of the Servicing Agreement which are not paid as Operating Expenses in accordance with the priorities set forth in Section 8.02(e) of the Indenture.

(h)The remedies provided in this Agreement are the sole and exclusive remedies against the Seller for breach of its representations and warranties in this Agreement.

(i)Indemnification under this Section 5.01 shall survive any repeal of, rescission of, modification of, or supplement to, or judicial invalidation of, the Storm Recovery Securitization Law or any Financing Order and shall survive the resignation or removal of the Indenture Trustee or the termination of this Agreement and will rank in priority with other general, unsecured obligations of the Seller. The Seller will not indemnify any party under this agreement for any changes in law after the Closing Date in respect of the Storm Recovery Bonds, whether such changes in law are effected by means of any legislative enactment, constitutional amendment or any final and non-appealable judicial decision.

(j)There is no indemnification under this Section 5.01 based solely on the inability or failure of Customers to timely pay all or a portion of the Storm Recovery Charges.

SECTION .Merger, Conversion or Consolidation of, or Assumption of the Obligations of, Seller

. Any Person (a) into which the Seller may be merged, converted or consolidated, (b) that may result from any reorganization, merger (including, without limitation, any merger commonly referred to as a “merger by division”), conversion or consolidation to which the Seller shall be a party, or (c) that may acquire or succeed to (whether by merger, division, conversion, consolidation, reorganization, sale, transfer, lease, management contract or otherwise) 1) the properties and assets of the Seller substantially as a whole, 2) all or substantially all of the electric transmission and distribution business of the Seller which is required to provide electric service to the Customers (or, if transmission and distribution are not provided by a single entity, the distribution business of the Seller required to provide electric service to the Customers), or 3) the distribution system business assets of the Seller, and which Person in any of the foregoing cases executes an agreement of assumption to perform all of the obligations of the Seller hereunder (including the Seller’s obligations under Section 5.01 incurred at any time prior to or after the date of such assumption), shall be a successor to the Seller under this Agreement (a “Permitted Successor”) without further act on the part of any of the parties to this Agreement; provided, however, that

(i)immediately after giving effect to such transaction, no representation, warranty or covenant made pursuant to Article III or Article IV shall be breached and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing,

(ii)the Seller shall have delivered to the Issuer, the Indenture Trustee and each Rating Agency an Officer’s Certificate and an Opinion of Counsel from Independent counsel stating that such consolidation, conversion, merger, division, reorganization, sale, transfer, lease, management contract transaction, acquisition or other succession and such agreement of assumption comply with this Section 5.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with,

(iii)the Seller shall have delivered to the Issuer, the Indenture Trustee and each Rating Agency an Opinion of Counsel from Independent counsel of the Seller either (A) stating that, in the opinion of such counsel, all filings to be made by the Seller and the Issuer, including filings with the Council pursuant to the Storm Recovery Securitization Law, have been authorized, executed and filed that are necessary to fully preserve and protect the respective interest of the Issuer and the Indenture Trustee in all of the Storm Recovery Property and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests, and

(iv)the Seller shall have given the Rating Agencies prior written notice of such transaction, or, in the case of clause (c)(3) above, the Rating Agency Condition shall be satisfied.

When the conditions set forth in this Section 5.02 have been satisfied, the preceding Seller shall automatically and without further notice (except as provided in clause (iv) above) be released from all of its obligations hereunder.

SECTION .Limitation on Liability of Seller and Others

. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person, respecting any matters arising hereunder. Subject to Section 4.07, the Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

ARTICLE VI

MISCELLANEOUS PROVISIONS

SECTION .Amendment

. This Agreement may be amended in writing by the Seller and the Issuer, with (i) the prior written consent of the Indenture Trustee, (ii) the satisfaction of the Rating Agency Condition, (iii) the satisfaction of the condition set forth below in Section 6.02, (iv) if such amendment is reasonably anticipated to increase Ongoing Financing Costs, the consent of the Council pursuant to Section 6.02 and (v) if any amendment would adversely affect the interest of any Holder of the Storm Recovery Bonds in any material respect, the consent of a majority of the Holders of each affected Tranche of Storm Recovery Bonds. Promptly after the execution of any such amendment or consent, the Issuer shall furnish written notification of the substance of such amendment or consent to each of the Rating Agencies.

Prior to the execution of any amendment to this Agreement, the Issuer and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel from Independent counsel of the Seller stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 3.01(c)(i) of the Servicing Agreement. The Issuer and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s own rights, duties or immunities under this Agreement or otherwise.

SECTION .Council Condition

. No amendment or modification to this Agreement that is reasonably anticipated to increase Ongoing Financing Costs shall be effective unless the process set forth in this Section 6.02 has been followed.

(a)At least 31 days prior to the effectiveness of any amendment or modification subject to this Section 6.02 and after obtaining the other necessary approvals set forth in Section 6.01, (except that the consent of the Indenture Trustee may be subject to the consent of the Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment or modification), the Seller shall have delivered to the Council written notification of any proposed amendment or modification, which notification shall contain:

(i)a reference to Docket No. UD-14-01;

(ii)an Officer’s Certificate stating that the proposed amendment or modification has been approved by all parties to this Agreement; and

(iii)a statement identifying the person to whom the Council or its staff is to address any response to the proposed amendment or modification or to request additional time.

(b)The Council or its staff shall, within 30 days of receiving the notification complying with Section 6.02(a) above, either:

(i)provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii) above, or

(ii)be conclusively deemed to have consented to the proposed amendment or modification,

unless, within 30 days of receiving the notification complying with Section 6.02(a) above, the Council or its staff delivers to the office of the person specified in Section 6.02(a)(iii) above a written statement requesting an additional amount of time not to exceed 30 days in which to consider whether to consent to the proposed amendment or modification. If the Council or its staff requests an extension of time in the manner set forth in the preceding sentence, then the Council shall either provide notice of its consent or lack of consent to the person specified in Section 6.02(a)(iii) no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment or modification on the last day of such extension of time. Any amendment or modification requiring the consent of the Council shall become effective on the

later of (x) the date proposed by the parties to such amendment or modification and (y) the first day after the expiration of the 30-day period provided for in this Section 6.02(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.

(c)Following the delivery of a notice to the Council by the Seller under Section 6.02(a), the Seller and the Issuer shall have the right at any time to withdraw from the Council further consideration of any notification of a proposed amendment. Such withdrawal shall be evidenced by the prompt written notice thereof by the Seller to the Council, the Indenture Trustee, the Issuer and the Servicer.

SECTION .Notices

. All demands, notices and communications upon or to the Seller, the Issuer, the Indenture Trustee, or the Rating Agencies under this Agreement shall be sufficiently given for all purposes hereunder if in writing, and delivered personally, sent by documented delivery service or, to the extent receipt is confirmed telephonically, sent by telecopy or other form of electronic transmission:

(a)in the case of the Servicer, to Entergy New Orleans, Inc., at 1600 Perdido Street, New Orleans, Louisiana 70112, Attention: President, Telephone: (504) 670‑3700, Facsimile: (504) 670‑3605 with a copy to Entergy Services, Inc., 639 Loyola Ave, New Orleans, Louisiana 70113, Attention: Treasurer, Facsimile: (504) 576‑4455;

(b)in the case of the Issuer, to Entergy New Orleans Storm Recovery Funding I, L.L.C. at 1600 Perdido Street, New Orleans, Louisiana 70112, Attention: President, Telephone (504) 670-3700, Facsimile:  (504) 670 3605 with a copy to Entergy Services, Inc., 639 Loyola Ave, New Orleans, Louisiana 70113, Attention: Treasurer, Facsimile: (504) 576‑4455;

(c)in the case of the Indenture Trustee, to the Corporate Trust Office;

(d)in the case of the Council, to Council of the City of New Orleans;

(e)in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, Telephone: (212) 553‑3686, Facsimile: (212) 553‑0573;

(f)in the case of Standard & Poor’s, to Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, by Electronic Means to Servicer_reports@sandp.com, or for physical delivery to 55 Water Street, 42nd Floor, New York, New York 10041, Attention: ABS Surveillance Group - New Assets, Telephone: (212) 438‑2000, Facsimile: (646) 219‑6290; or

(g)as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

SECTION .Assignment

. Notwithstanding anything to the contrary contained herein, except as provided in Section 5.02, this Agreement may not be assigned by the Seller.

SECTION .Limitations on Rights of Third Parties

. The provisions of this Agreement are solely for the benefit of the Seller, the Issuer, the Indenture Trustee (for the benefit of the Secured Parties) and the other Persons expressly referred to herein, and such Persons shall have the right to enforce the relevant provisions of this Agreement. Nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Storm Recovery Property or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION .Severability

. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainder of such provision (if any) or the remaining provisions hereof (unless such construction shall be unreasonable), and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION .Separate Counterparts

. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION .Waivers

. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof; but no such waiver delivered by the Issuer shall be effective unless the Indenture Trustee has given its prior written consent thereto. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

SECTION .Headings

. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

SECTION .Governing Law

. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, 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 .Assignment to Indenture Trustee

. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties of all right, title and interest of the Issuer in, to and under this Agreement, the Storm Recovery Property and the proceeds thereof and the assignment of any or all of the Issuer’s rights hereunder to the Indenture Trustee for the benefit of the Secured Parties.

SECTION .Limitation of Liability

. It is expressly understood and agreed by the parties hereto that this Agreement is executed and delivered by the Indenture Trustee, not individually or personally but solely as Indenture Trustee on behalf of the Secured Parties, in the exercise of the powers and authority conferred and vested in it. The Indenture Trustee in acting hereunder is entitled to all rights, benefits, protections, immunities and indemnities accorded to it under the Indenture.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]Signature Page to

Storm Recovery Property Purchase and Sale Agreement

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

	ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., as Issuer
	By: ________________________________ Name: Title:
	ENTERGY NEW ORLEANS, INC., as Seller
	By: ________________________________ Name: Title:
Acknowledged and Accepted:
THE BANK OF NEW YORK MELLON, as Indenture Trustee
By: ______________________________ Name: Title:

EXHIBIT A

FORM OF BILL OF SALE

This Bill of Sale is being delivered pursuant to the Storm Recovery Property Purchase and Sale Agreement, dated as of [_____], 2015 (the “Sale Agreement”), by and between Entergy Louisiana, LLC (the “Seller”) and Entergy New Orleans Storm Recovery Funding I, L.L.C. (the “Issuer”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sale Agreement.

In consideration of the Issuer’s delivery to or upon the order of the Seller of $[______], on the Closing Date the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse or warranty, except as set forth in the Sale Agreement, all right, title and interest of the Seller in and to the Storm Recovery Property described in Financing Order No. [________], issued on [_____], 2015 (such sale, transfer, assignment, setting over and conveyance of the Storm Recovery Property includes, to the fullest extent permitted by the Storm Recovery Securitization Law, the right to impose, bill, charge, collect and receive Storm Recovery Charges and the assignment of all revenues, collections, claims, rights to payment, payments, money or proceeds of or arising from the Storm Recovery Charges related to the Storm Recovery Property, as the same may be adjusted from time to time). This Bill of Sale covers all of the Storm Recovery Property described in the Financing Order. Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, pursuant to Section 1230 of the Storm Recovery Securitization Law and other applicable law, shall be treated as an absolute transfer of all of the Seller’s right, title and interest in and to (as in a true sale), and not as a pledge or other financing of, the Storm Recovery Property. The Seller and the Issuer agree that after giving effect to the sale, transfer, assignment, setting over and conveyance on the Closing Date contemplated hereby the Seller has no right, title or interest in or to the Storm Recovery Property to which a security interest could attach because (i) it has sold, transferred, assigned, set over and conveyed all right in and to the Storm Recovery Property to the Issuer, and (ii) as provided in Section 1230(4) of the Storm Recovery Securitization Law, appropriate financing statements has been filed and such transfer is perfected against Customers owing payment of Storm Recovery Charges, creditors of the Seller, subsequent transferees, and all other third parties, notwithstanding the absence of actual knowledge of or notice to the Customers of the sale, assignment, or transfer. If such sale, transfer, assignment, setting over and conveyance is held by any court of competent jurisdiction not to be a true sale as provided in Section 1230 of the Storm Recovery Securitization Law, then such sale, transfer, assignment, setting over and conveyance shall be treated as a pledge of such Storm Recovery Property and as the creation of a security interest (within the meaning of the Storm Recovery Securitization Law and the Louisiana UCC) in the Storm Recovery Property and, without prejudice to its position that it has absolutely transferred all of its rights in the Storm Recovery Property to the Issuer, the Seller hereby grants a security interest in all right, title and interest of the Seller in and to the Storm Recovery Property described in the Financing Order, to the Issuer (and, to the extent necessary to qualify the grant as a security interest under the Storm Recovery Securitization Law and the Louisiana UCC, to the Indenture Trustee for the benefit of the Secured Parties to secure the right of the Issuer under the Basic Documents to receive the Storm Recovery Charges and all other Storm Recovery Property).

The Issuer does hereby purchase the Storm Recovery Property from the Seller for the consideration set forth in the preceding paragraph.

The Seller and the Issuer each acknowledge and agree that the purchase price for the Storm Recovery Property sold pursuant to this Bill of Sale and the Sale Agreement is equal to its fair market value at the time of sale.

The Seller confirms that (i) each of the representations and warranties on the part of the Seller contained in the Sale Agreement are true and correct in all respects on the Closing Date as if made on the date hereof and (ii) each condition precedent that must be satisfied under Section 2.02 of the Sale Agreement has been satisfied upon or prior to the execution and delivery of this Bill of Sale by the Seller.

This Bill of Sale may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

THIS BILL OF SALE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW.

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

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C.

By: ________________________________

Name:

Title:

ENTERGY NEW ORLEANS, INC

By: ________________________________

Name:

Title:

EX-99.3

EXHIBIT 99.3

ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT, dated as of [_______], 2015 (this “Administration Agreement”), is entered into by and between ENTERGY NEW ORLEANS, INC. (“ENO”), as administrator (in such capacity, the “Administrator”), and ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., a Louisiana limited liability company (the “Issuer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below).

W I T N E S S E T H:

WHEREAS, the Issuer is issuing Storm Recovery Bonds pursuant to that certain Indenture (including the Definitions attached as Appendix A thereto) dated as of the date hereof (the “Indenture”), by and between the Issuer and The Bank of New York Mellon, a New York banking corporation, as the indenture trustee (the “Indenture Trustee”), as the same may be amended, restated, supplemented or otherwise modified from time to time, and the Series Supplement;

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Storm Recovery Bonds, including (i) the Indenture, (ii) the Storm Recovery Property Servicing Agreement, dated as of [_______], 2015 (the “Servicing Agreement”), by and between the Issuer and ENO, as Servicer, (iii) the Storm Recovery Property Purchase and Sale Agreement, dated as of [_______], 2015 (the “Sale Agreement”), by and between the Issuer and ENO, as Seller and (iv) the other Basic Documents to which the Issuer is a party, relating to the Storm Recovery Bonds (the Indenture, the Servicing Agreement, the Sale Agreement and Bill of Sale, and the other Basic Documents to which the Issuer is a party, as such agreements may be amended and supplemented from time to time, being referred to hereinafter collectively as the “Related Agreements”);

WHEREAS, pursuant to the Related Agreements, the Issuer is required to perform certain duties in connection with the Related Agreements, the Storm Recovery Bonds and the Storm Recovery Bond Collateral pledged to the Indenture Trustee pursuant to the Indenture;

WHEREAS, the Issuer has no employees, other than its officers and managers, and does not intend to hire any employees, and consequently desires to have the Administrator perform certain of the duties of the Issuer referred to in the preceding clauses and to provide such additional services consistent with the terms of this Administration Agreement and the Related Agreements as the Issuer may from time to time request; and

WHEREAS, the Administrator has the capacity to provide the services and the facilities required thereby and is willing to perform such services and provide such facilities for the Issuer on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Duties of the Administrator - Management Services. The Administrator hereby agrees to provide the following corporate management services to the Issuer and to cause third parties to provide

professional services required for or contemplated by such services in accordance with the provisions of this Administration Agreement:

(a)furnish the Issuer with ordinary clerical, bookkeeping and other corporate administrative services necessary and appropriate for the Issuer, including, without limitation, the following services:

(i)maintain at the Premises (as defined below) general accounting records of the Issuer (the “Account Records”), subject to year-end audit, in accordance with generally accepted accounting principles, separate and apart from its own accounting records, prepare or cause to be prepared such quarterly and annual financial statements as may be necessary or appropriate and arrange for year-end audits of the Issuer’s financial statements by the Issuer’s independent accountants;

(ii)prepare and, after execution by the Issuer, file with the Securities and Exchange Commission (the “Commission”) and any applicable state agencies documents required to be filed by the Issuer with the Commission and any applicable state agencies, including, without limitation, periodic reports required to be filed under the Securities Exchange Act of 1934, as amended;

(iii)prepare for execution by the Issuer and cause to be filed such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law (the “Tax Returns”) and cause to be paid on behalf of the Issuer from the Issuer’s funds any taxes required to be paid by the Issuer under applicable law;

(iv)prepare or cause to be prepared for execution by the Issuer’s Managers minutes of the meetings of the Issuer’s Managers and such other documents deemed appropriate by the Issuer to maintain the separate limited liability company existence and good standing of the Issuer (the “Company Minutes”) or otherwise required under the Related Agreements (together with the Account Records, the Tax Returns, the Company Minutes, the LLC Agreement, and the Articles of Organization and Initial Report, the “Issuer Documents”); and any other documents deliverable by the Issuer thereunder or in connection therewith; and

(v)hold, maintain and preserve at the Premises (or such other place as shall be required by any of the Related Agreements) executed copies (to the extent applicable) of the Issuer Documents and other documents executed by the Issuer thereunder or in connection therewith;

(b)take such actions on behalf of the Issuer, as are necessary or desirable for the Issuer to keep in full effect its existence, rights and franchises as a limited liability company under the laws of the state of Louisiana and obtain and preserve its qualification to do business in each jurisdiction in which it becomes necessary to be so qualified;

(c)take such actions on behalf of the Issuer as are necessary for the issuance and delivery of the Storm Recovery Bonds;

(d)provide for the performance by the Issuer of its obligations under each of the Related Agreements, and prepare, or cause to be prepared, all documents, reports, filings, instruments, notices, certificates and opinions that it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements;

(e)to the full extent allowable under applicable law, enforce each of the rights of the Issuer under the Related Agreements, at the direction of the Indenture Trustee;

(f)provide for the defense, at the direction of the Issuer’s Managers, of any action, suit or proceeding brought against the Issuer or affecting the Issuer or any of its assets;

(g)provide office space (the “Premises”) for the Issuer and such reasonable ancillary services as are necessary to carry out the obligations of the Administrator hereunder, including telecopying, duplicating and word processing services;

(h)undertake such other administrative services as may be appropriate, necessary or requested by the Issuer; and

(i)provide such other services as are incidental to the foregoing or as the Issuer and the Administrator may agree.

In providing the services under this Section 1 and as otherwise provided under this Administration Agreement, the Administrator will not knowingly take any actions on behalf of the Issuer which (i) the Issuer is prohibited from taking under the Related Agreements, or (ii) would cause the Issuer to be in violation of any federal, state or local law or the LLC Agreement.

2.Compensation. As compensation for the performance of the Administrator’s obligations under this Administration Agreement (including the compensation of Persons serving as Managers, other than the independent managers, and officers of the Issuer, but, for the avoidance of doubt, excluding the performance by ENO of its obligations in its capacity as Servicer), the Administrator shall be entitled to $[100,000] annually (the “Administration Fee”), payable by the Issuer in arrears proportionately on each Payment Date.

3.Third Party Services. Any services required for or contemplated by the performance of the above-referenced services by the Administrator to be provided by unaffiliated third parties (including independent auditors’ fees and counsel fees) shall, to the extent not provided by the Servicer, be arranged by the Administrator at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services shall not be separately reimbursed.

4.Additional Information to be Furnished to the Issuer. The Administrator shall furnish to the Issuer from time to time such additional information regarding the Storm Recovery Bond Collateral as the Issuer shall reasonably request.

5.Independence of the Administrator. For all purposes of this Administration Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority, and shall not hold itself out as having the authority, to act for or represent the Issuer in any way and shall not otherwise be deemed an agent of the Issuer.

The work to be performed under this Administration Agreement is part of the Issuer’s business and is an integral part of and is essential to the business and operations of the Issuer. For purposes of the Louisiana Worker’s Compensation Act, the Issuer is deemed to be the statutory employer of the Administrator’s employees who perform the services under this Administration Agreement. Although the Issuer is to be granted the protections that are afforded a statutory employer under Louisiana law, this provision is included for the sole purpose of establishing a statutory employer relationship between the Issuer and the Administrator’s personnel within the meaning of La. R.S. 23:1061(A) and is not intended to create an employer / employee relationship as between the Issuer and the Administrator’s personnel for any other purpose. The Administrator shall be and remain primarily responsible for the payment of workers’

compensation benefits to the Administrator’s personnel and shall not be entitled to seek contribution for any such payments from the Issuer, and the Administrator further shall indemnify and hold harmless the Issuer and at the Issuer’s option defend the Issuer for any payment to the Administrator’s personnel of workers’ compensation benefits or from any claim for such benefits or any other employee claim.

6.No Joint Venture. Nothing contained in this Administration Agreement (a) shall constitute the Administrator and the Issuer as partners or co-members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (b) shall be construed to impose any liability as such on either of them or (c) shall be deemed to confer on either of them any express, implied or apparent authority to incur any obligation or liability on behalf of the other.

7.Other Activities of Administrator. Nothing herein shall prevent the Administrator or any of its members, managers, officers, employees, subsidiaries or affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an Administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer.

8.Term of Agreement; Resignation and Removal of Administrator.

(a)This Administration Agreement shall continue in force until the payment in full of the Storm Recovery Bonds and any other amount which may become due and payable under the Indenture, upon which event this Administration Agreement shall automatically terminate.

(b)Subject to Sections 8(e) and 8(f), the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.

(c)Subject to Sections 8(e) and 8(f), the Issuer may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice.

(d)Subject to Sections 8(e) and 8(f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:

(i)the Administrator shall default in the performance of any of its duties under this Administration Agreement and, after notice of such default, shall fail to cure such default within ten (10) days (or, if such default cannot be cured in such time, shall (A) fail to give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuer and (B) fail to cure such default within thirty (30) days thereafter);

(ii)a court of competent jurisdiction shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or such court shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii)the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any

substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

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

(e)No resignation or removal of the Administrator pursuant to this Section 8 shall be effective until a successor Administrator has been appointed by the Issuer, and such successor Administrator has agreed in writing to be bound by the terms of this Administration Agreement in the same manner as the Administrator is bound hereunder.

(f)The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment.

9.Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Administration Agreement pursuant to Section 8(a), the resignation of the Administrator pursuant to Section 8(b) or the removal of the Administrator pursuant to Section 8(c) or 8(d), the Administrator shall be entitled to be paid a pro-rated portion of the annual fee described in Section 2 hereof through the date of termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 8(a) deliver to the Issuer all property and documents of or relating to the Storm Recovery Bond Collateral then in the custody of the Administrator. In the event of the resignation of the Administrator pursuant to Section 8(b) or the removal of the Administrator pursuant to Section 8(c) or 8(d), the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.

10.Administrator’s Liability. Except as otherwise provided herein, the Administrator assumes no liability other than to render or stand ready to render the services called for herein, and neither the Administrator nor any of its members, managers, officers, employees, subsidiaries or affiliates shall be responsible for any action of the Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Issuer (other than the Administrator itself). The Administrator shall not be liable for nor shall it have any obligation with regard to any of the liabilities, whether direct or indirect, absolute or contingent of the Issuer or any of the members, managers, officers, employees, subsidiaries or affiliates of the Issuer (other than the Administrator itself).

11.INDEMNITY.

(a)SUBJECT TO THE PRIORITY OF PAYMENTS SET FORTH IN THE INDENTURE, THE ISSUER SHALL INDEMNIFY THE ADMINISTRATOR, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND AFFILIATES AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT THE ADMINISTRATOR IS A PARTY THERETO) WHICH ANY OF THEM MAY PAY OR INCUR ARISING OUT OF OR RELATING TO THIS ADMINISTRATION AGREEMENT AND THE SERVICES CALLED FOR HEREIN; PROVIDED, HOWEVER, THAT SUCH INDEMNITY SHALL NOT APPLY TO ANY SUCH LOSS, CLAIM, DAMAGE, PENALTY, JUDGMENT, LIABILITY OR EXPENSE RESULTING FROM THE ADMINISTRATOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.

(b)THE ADMINISTRATOR SHALL INDEMNIFY THE ISSUER, ITS MEMBERS, MANAGERS, OFFICERS AND EMPLOYEES AGAINST ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT THE ISSUER IS A PARTY THERETO) WHICH ANY OF THEM MAY INCUR AS A RESULT OF THE ADMINISTRATOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.

12.Notices. Any notice, report or other communication given hereunder may be in writing and addressed as follows or to the extent receipt is confirmed telephonically sent by Electronic Means to the address shown below:

(a)if to the Issuer, to:

Entergy New Orleans Storm Recovery Funding I, L.L.C.

1600 Perdido Street, L-MAG-505A

New Orleans, Louisiana 70112

Attention: President

Telephone (504) 670-3700

Facsimile: (504) 840-2681

(b)if to the Administrator, to:

Entergy New Orleans, Inc.

1600 Perdido Street

New Orleans, Louisiana 70112

Attention: President

Telephone: (504) 670-3700

Facsimile: (504) 840-2681

with a copy to:

Entergy Services, Inc.

639 Loyola Avenue

New Orleans, LA 70113

Attention: Treasurer

Facsimile: (504) 576‑4455

(c) if to the Indenture Trustee, to the Corporate Trust Office;

(d) If to the Council, to Council of the City of New Orleans;

or to such other address or phone numbers as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above.

13.Amendments. This Administration Agreement may be amended from time to time by a written amendment duly executed and delivered by each of the Issuer and the Administrator, with the prior written consent of the Indenture Trustee, the satisfaction of the Rating Agency Condition and, if the contemplated amendment is reasonably anticipated to increase Ongoing Financing Costs, the consent of the Council

pursuant to Section 14. Promptly after the execution of any such amendment or consent, the Issuer shall furnish written notification of the substance of such amendment or consent to each of the Rating Agencies.

14.Council Condition. No amendment of this Agreement that is reasonably anticipated to increase Ongoing Financing Costs shall be effective unless the process set forth in this Section 14 has been followed.

(a)At least 31 days prior to the effectiveness of any amendment subject to this Section 14 and after obtaining the other necessary approvals set forth in Section 13 above (except that the consent of the Indenture Trustee may be subject to the consent of Holders if such consent is required or sought by the Indenture Trustee in connection with such amendment), the Administrator shall have delivered to the Council’s Executive Secretary and Executive Counsel written notification of any proposed amendment, which notification shall contain:

(i)a reference to Docket No. UD-14-01;

(ii) an Officer’s Certificate stating that the proposed amendment has been approved by all parties to this Administration Agreement; and

(iii)a statement identifying the person to whom the Council or its staff is to address any response to the proposed amendment or to request additional time.

(b)The Council or its staff shall, within 30 days of receiving the notification complying with Section 14(a) above, either:

(i)provide notice of its consent or lack of consent to the person specified in Section 14(a)(iii) above, or

(ii)be conclusively deemed to have consented to the proposed amendment,

unless, within 30 days of receiving the notification complying with Section 14(a) above, the Council or its staff delivers to the office of the person specified in Section 14(a)(iii) above a written statement requesting an additional amount of time not to exceed one period of 30 days in which to consider whether to consent to the proposed amendment. If the Council or its staff requests an extension of time in the manner set forth in the preceding sentence, then the Council shall either provide notice of its consent or lack of consent to the person specified in Section 14(a)(iii) above no later than the last day of such extension of time or be conclusively deemed to have consented to the proposed amendment on the last day of such extension of time. Any amendment requiring the consent of the Council shall become effective on the later of (x) the date proposed by the parties to such amendment and (y) the first day after the expiration of the 30-day period provided for in this Section 14(b), or, if such period has been extended pursuant hereto, the first day after the expiration of such period as so extended.

(c)Following the delivery of a notice to the Council by the Administrator under Section 14(a) above, the Administrator shall have the right at any time to withdraw from the Council further consideration of any notification of a proposed amendment. Such withdrawal shall be evidenced by the prompt written notice thereof by the Administrator to the Council, the Indenture Trustee, the Issuer and the Servicer.

15.Successors and Assigns. This Administration Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer and the Indenture Trustee and subject to the satisfaction of the Rating Agency Condition in connection therewith. Any assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Administration Agreement may be assigned by the Administrator without the consent of the Issuer or the Indenture Trustee and without satisfaction of the Rating Agency Condition to a corporation or other organization that is a successor (by merger, reorganization, consolidation or purchase of assets) to the

Administrator, including, without limitation any Permitted Successor; provided that such successor or organization executes and delivers to the Issuer an Agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Administration Agreement shall bind any successors or assigns of the parties hereto. Upon satisfaction of all of the conditions of this Section 15, the preceding Administrator shall automatically and without further notice be released from all of its obligations hereunder.

16.Governing Law. This Administration Agreement shall be construed in accordance with the laws of the State of Louisiana, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

17.Headings. The Section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Administration Agreement.

18.Counterparts. This Administration Agreement may be executed in counterparts, each of which when so executed shall be an original, but all of which together shall constitute but one and the same Administration Agreement.

19.Severability. Any provision of this Administration Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

20.Nonpetition Covenant. Notwithstanding any prior termination of this Administration Agreement, the Administrator covenants that it shall not, prior to the date which is one year and one day after payment in full of the Storm Recovery Bonds, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining an involuntary case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

21.Assignment to Indenture Trustee.The Administrator hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture of any or all of the Issuer’s rights hereunder and the assignment of any or all of the Issuer’s rights hereunder to the Indenture Trustee for the benefit of the Secured Parties.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Signature Page to

Administration Agreement

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

ENTERGY NEW ORLEANS STORM RECOVERY FUNDING I, L.L.C., as Issuer

By: ________________________________

Name:

Title:

ENTERGY NEW ORLEANS, INC., as Administrator

By: ________________________________

Name:

Title:

EX-99.4

Exhibit 99.4

RESOLUTION

R-15-193

CITY HALL: May 14, 2015

BY: COUNCILMEMBERS WILLIAMS, HEAD, GUIDRY, BROSSETT AND GRAY

In THE MATTER OF APPLICATION OF ENTERGY NEW ORLEANS, INC. FOR CERTIFICATION OF COSTS RELATED TO HURRICANE ISAAC, AND FOR RELATED RELIEF AND APPLICATION OF ENTERGY LOUISIANA, LLC FOR RECOVERY IN RATES OF COSTS RELATED TO HURRICANE ISAAC, AND RELATED RELIEF IN THE FIFTEENTH WARD OF NEW ORLEANS (ALGIERS)

Docket no. ud-14-01 (PHASE II)

RESOLUTION AND FINANCING ORDER

RESOLUTION

R-15-___

CITY HALL: __________________

BY: COUNCILMEMBERS WILLIAMS, HEAD, GUIDRY, BROSSETT AND GRAY

In THE MATTER OF APPLICATION OF ENTERGY NEW ORLEANS, INC. FOR CERTIFICATION OF COSTS RELATED TO HURRICANE ISAAC, AND FOR RELATED RELIEF AND APPLICATION OF ENTERGY LOUISIANA, LLC FOR RECOVERY IN RATES OF COSTS RELATED TO HURRICANE ISAAC, AND RELATED RELIEF IN THE FIFTEENTH WARD OF NEW ORLEANS (ALGIERS)

Docket no. ud-14-01 (PHASE II)

DRAFT RESOLUTION AND FINANCING ORDER

This Financing Order addresses the request of Entergy New Orleans, Inc. (“ENO”), under Act No. 64 of the Louisiana Regular Session of 2006, the “Louisiana Electric Utility Storm Recovery Securitization Act” (“Act 64”), codified at La. R.S. 45:1226-1236: (1) to authorize ENO to finance, through the issuance of storm recovery bonds, in an aggregate principal amount of approximately $99.0 million, related to ENO’s storm recovery activity costs, carrying costs on such storm recovery activity costs, funding and replenishing storm recovery reserves, and upfront financing costs associated with the issuance of storm recovery bonds; (2) to approve the proposed financing structure; (3) to approve the issuance of storm recovery bonds; (4) to create storm recovery property, including the right to impose and collect storm recovery charges sufficient to pay the storm recovery bonds and associated financing costs; (5) to approve a tariff to implement the storm recovery charges; and (6) to approve another tariff to implement ancillary cost offsets and cost recovery relating to the storm recovery cost process.

As discussed in this Financing Order, the Council of the City of New Orleans (the “Council”) finds that ENO’s application for approval of the securitization transaction should be approved. The Council also finds that the securitization approved in this Financing Order meets all applicable requirements of Act 64. Accordingly, in accordance with the terms of this Financing Order, the Council: (1) approves and authorizes the securitization requested by ENO; (2) authorizes the issuance of storm recovery bonds consisting of one or more tranches in an aggregate principal amount equal to the sum of approximately: (a) $31.7 million of storm recovery costs, In its Application for Certification of Costs Related to Hurricane Isaac, and for Related Relief (“ENO Certification Filing”) filed February 28, 2014, ENO sought recovery of its storm recovery costs in the amount of $47.3 million, excluding carrying costs. On January 8, 2015, the Council authorized ENO to recover $31.7 million in storm recovery costs,

which amount includes carrying costs through June 30, 2015, via Council Resolution R-15-17. plus (b) the costs of funding and replenishing its storm recovery reserves in the amount of $63.9 The storm reserve funding amount reflects a $10.5 million increase in ENO’s requested storm reserve funding level as discussed in the Direct Testimonies of the Council Utility Advisors, the Agreement in Principle filed in this docket on May 7, 2015, and Resolution R-15-XXX (the “Companion Resolution”) issued in this docket. million in a restricted escrow account, plus (c) upfront financing costs, which are estimated to be $3.4 million and are subject to further review pursuant to the Issuance Advice Letter, plus the cost of credit enhancements and other mechanisms designed to promote the credit quality and marketability of the storm recovery bonds, if any, plus or minus (d) any adjustment, pursuant to the Issuance Advice Letter, to reflect any change in carrying costs necessary to account for the number of days either less than or greater than assumed in the calculation based on the projected issuance date for the storm recovery bonds of June 30, 2015; (3) approves the structure of the proposed securitization; (4) creates storm recovery property, including the right to impose and collect storm recovery charges in an amount to be calculated as provided in this Financing Order; and (5) approves the form of tariff to implement those storm recovery charges, and the form of tariff to implement ancillary cost offsets and cost recovery relating to the storm recovery process, attached in Appendix B.

In the Issuance Advice Letter discussed herein, ENO shall update the amount of the upfront financing costs and carrying costs to reflect the actual issuance date of the storm recovery bonds and other relevant current information in accordance with the terms of this Financing Order.

ENO is authorized to cause its wholly-owned subsidiary, referred to herein as the “SPE,” to issue storm recovery bonds to finance the updated aggregate principal amount reflected in the Issuance Advice Letter in accordance with the terms of this Financing Order.

ENO submitted evidence demonstrating that the proposed securitization is reasonably expected to result in lower overall costs to customers compared to traditional methods of financing or recovering utility storm recovery costs. Based on the amount that ENO requests to be financed, ENO’s financial analysis and testimony indicates that customers will realize significant benefits from securitization as compared to traditional methods of financing or recovering utility storm recovery costs. Accordingly, the Council concludes that the benefits for customers set forth in ENO’s evidence are indicative of the benefits that customers will realize from the financing approved hereby, and that these benefits will result in lower overall costs and will mitigate rate impact as compared to traditional financing so long as the weighted average interest rate on all of the tranches of the storm recovery bonds is less than 6.50%.

ENO provided a general description of the proposed transaction structure in its Supplemental and Amending Application for Recovery in Rates of Costs Related to Hurricane Isaac, Funding of Storm Reserve

Escrow Fund and Related Relief filed January 29, 2015 (the “Securitization Application”) with the Council and in the testimony and exhibits submitted in support thereof. The proposed transaction structure is consistent with Act 64. Certain details of the final transaction structure, such as any overcollateralization requirements to support payment of the storm recovery bonds, and the final terms of the bonds will depend in part upon the requirements of the nationally-recognized credit rating agencies which will rate the storm recovery bonds and, in part, upon the market conditions that exist at the time the storm recovery bonds are taken to the market.

The Council recognizes that the final transaction structure and pricing terms of the storm recovery bonds will affect customer costs. Accordingly, this Financing Order provides for a process by which the Utility Advisors to the Council (“Council Utility Advisors”), and any financial advisor, or any other legal counsel employed by the Council for this transaction (“Council Incremental Financial Advisors”), may review and comment on the bond structure and pricing. This Financing Order also provides for a procedure by which the Council, acting through a Council designee, shall approve (or disapprove, with reasons) the final structure and pricing of the storm recovery bonds without further Council action. The Council determines that the Council Chief of Staff, or in her/his unavailability the Chair of the Council Utility, Cable, Telecommunications and Technology Committee, should be the Council’s designee under this Financing Order. This participation and approval process proposed by ENO is in the best interest of customers and provides the necessary timeliness and finality to the issuance process.

I. DISCUSSION AND STATUTORY OVERVIEW

In late-August 2012, Hurricane Isaac made landfall and was the fourth most destructive hurricane in the Entergy system’s history in terms of peak customer outages, exceeded only by Hurricanes Katrina, Rita, and Gustav. ENO met the liquidity needs created by the storm recovery costs by issuing external debt and making withdrawals from ENO’s previously-established storm damage reserve escrow account.

In May 2006, the Louisiana Legislature established a financing vehicle by which electric utilities can use securitization financing for storm recovery costs through the issuance of “storm recovery bonds.” Storm recovery bonds must be approved in a financing order. This provision of Louisiana law, Act 64, is codified at La. R.S. 45:1226-1236. Unless otherwise indicated, all references to statutory provisions are to the Louisiana Electric Utility Storm Recovery Securitization Act, Act No. 64 of the Louisiana Regular Session of 2006.

If storm recovery bonds are approved and issued, the electric customers of ENO must pay the principal of the storm recovery bonds, together with interest and related financing costs, through storm recovery charges. Storm recovery charges, to the extent provided in Act 64 and this Financing Order, are nonbypassable charges paid by ENO’s electric customers as a component of the monthly charge for electric service. Storm

recovery charges will be collected by ENO or its successor, as initial servicer, as provided for in this Financing Order.

Act 64 permits the Council to consider whether the proposed structuring, expected pricing, and financing costs of the storm recovery bonds are reasonably expected to result in lower overall costs or would avoid or mitigate rate impacts to customers as compared with traditional methods of financing or recovering storm recovery costs. Section 1228(B). The primary benefits of the proposed structure arise from replacing traditional debt and equity of the utility with highly rated debt, the benefits of which are significant.

The potential savings from securitization are significant. The Company’s electric weighted average cost of capital (“WACC”), including the equity component set to the return on equity that the Council last authorized, as of the date of ENO’s Securitization Application, was 11.32% on a before-tax basis. In comparison, the weighted average annual interest rate of the securitized bonds was assumed to be 2.38% under a base-case scenario in ENO’s Securitization Application. This difference in the cost of capital yields securitization savings, on a net present value basis, of $24.4 million for the customers. Even if interest rates increase before the issuance of the securitized bonds (from the base-case assumption of 2.38% to a level as high as 6.50%), the savings for customers could still be achieved (an estimated $5.8 million on a net present value basis). With regard to securitization of the storm recovery reserve portion of the total amount securitized, securitization could result in estimated savings of $2.7 million when compared to financing the storm reserve with lower-rated municipal bonds, or as much as $32.0 million on a nominal basis, when comparing the total revenues that would be required to fund a storm recovery reserve using securitization versus the total revenues required to pre-fund a storm reserve using conventional utility financing at ENO’s last authorized before-tax WACC. ENO will be required to update the benefit analysis in the Issuance Advice Letter to verify that the final amount securitized provides savings compared to traditional financing methods.

This Financing Order contains terms ensuring that the imposition and collection of storm recovery charges authorized herein shall be from all “Customers,” meaning existing and future electric customers (including future electric customers located in Algiers) On October 30, 2014, ENO and Entergy Louisiana, LLC (“ELL”) filed a Joint Application for the Council’s approval of the transfer to ENO of ELL’s assets and related liabilities associated with providing electric service in Algiers (the “Algiers Transaction”), and for related relief. The Joint Application regarding the Algiers Transaction is currently pending in Council Docket No. UD-14-02. If the proposed Algiers Transaction were to take place, ENO would assume the obligation to provide electric service to an additional 22,000 electric customers, and its service territory would expand to include the west bank of the Mississippi River in New Orleans. receiving electric transmission or distribution service, or both, from ENO or its successors or assignees under rate schedules or any special contracts approved by the Council, except in limited circumstances expressly stated in this Financing Order, even if

a customer has chosen to switch to self-generation or co-generation. As permitted by § 1227(15). These provisions make the storm recovery charges “nonbypassable.”

This Financing Order also includes a mechanism requiring that storm recovery charges be reviewed and adjusted semi-annually (i.e., every six months), As provided by § 1228(C)(4). to correct over-collections or under-collections during the preceding collection period and to ensure the projected recovery of amounts sufficient to provide timely payment of debt service on the storm recovery bonds and related financing costs. In addition to the semi-annual reviews, following the scheduled final maturity, quarterly reviews and adjustments may be required in order to assure the payment of debt service on the storm recovery bonds and related financing costs. In addition, interim adjustments to the storm recovery charges may be requested if necessary to assure timely payment of the storm recovery bonds. These provisions will help to ensure that the amount of storm recovery charges paid by customers is neither more nor less than the amount necessary to cover the costs of this financing.

The State of Louisiana has pledged to and agreed with the storm recovery bondholders, the owners of the storm recovery property, and other financing parties that the State will not:

(1)alter the provisions of Act 64 which authorize the Council to create a contract right by the issuance of this Financing Order, to create storm recovery property, and to make the storm recovery charges imposed by a financing order irrevocable, binding, and nonbypassable charges;

(2)take or permit any action that impairs or would impair the value of the storm recovery property created pursuant to this Financing Order; or

(3)except for adjustments under any true-up mechanism established by the Council, reduce, alter, or impair storm recovery charges that are to be imposed, collected, and remitted for the benefit of the bondholders and other financing parties, as applicable, until any and all principal, interest, premium, financing costs and other fees, expenses, or charges incurred, and any contracts to be performed, in connection with the storm recovery bonds have been paid and performed in full. As permitted in § 1234(B).

In addition, this Council has pledged and covenanted in this Financing Order that after the earlier of the transfer of storm recovery property to an assignee or the issuance of storm recovery bonds authorized by this Financing Order, this Financing Order is irrevocable until the indefeasible payment in full of the storm recovery bonds and the related financing costs. “Indefeasible” in this context does not refer to the potential defeasance in the future of the storm recovery bonds, but rather that the payment and satisfaction of the bonds and costs are permanent and cannot be revoked or made void. Except in connection with a refinancing or refunding As permitted in § 1228(F). or to implement the true-up mechanism adopted by the Council, the Council

may not amend, modify, or terminate this Financing Order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust storm recovery charges approved in this Financing Order.

Nothing in the State and Council agreements described above precludes a limitation or alteration in this Financing Order and the storm recovery property if and when full compensation is made for the full protection of the storm recovery charges collected pursuant to this Financing Order and the full protection of the bondholders and any assignee or financing party.

Storm recovery property constitutes an existing, present contract right susceptible of ownership, sale, assignment, transfer, and security interest, and the property will continue to exist until the storm recovery bonds issued pursuant to this Financing Order are paid in full and all financing costs of the storm recovery bonds have been recovered in full. In addition, the interests of an assignee or secured party in storm recovery property (as well as the revenues and collections arising from the property) are not subject to setoff, counterclaim, surcharge, or defense by ENO or any other person or in connection with the bankruptcy of ENO or any other entity. Except to the extent provided in Act 64, the creation, attachment, granting, perfection, and priority of security interests in storm recovery property to secure storm recovery bonds is governed solely by Act 64 and not by the Louisiana Uniform Commercial Code.

The Council may adopt a financing order providing for the retiring and refunding of the storm recovery bonds. ENO has not requested and this Financing Order does not grant any authority to refinance storm recovery bonds authorized by this Financing Order. This Financing Order does not preclude ENO from filing a request for a financing order to retire or refund the storm recovery bonds approved in this Financing Order upon a showing that the customers of ENO would benefit and that such a financing is consistent with the terms of the outstanding storm recovery bonds.

To facilitate compliance and consistency with applicable statutory provisions, this Financing Order adopts the definitions in Act 64.

II. DESCRIPTION OF PROPOSED TRANSACTION

A brief summary of the proposed transaction is provided in this section. A more detailed description is included in Section III.C, titled “Structure of the Proposed Financing,” and in the Securitization Application.

To facilitate the proposed securitization, ENO proposes that a special purpose storm recovery funding entity (the “SPE”) be created as a wholly-owned subsidiary of ENO to which will be transferred the storm recovery property, which includes the right to impose, collect, and receive storm recovery charges along with the other rights arising pursuant to this Financing Order. Upon the effectiveness of this Financing Order, these rights are storm recovery property, a vested contract right of ENO.

The SPE will issue storm recovery bonds and will transfer the net proceeds from the sale of the storm recovery bonds to ENO in consideration for the transfer of the storm recovery property. The SPE will be organized and managed in a manner designed to achieve the objective of maintaining the SPE as a bankruptcy-remote entity that would not be affected by the bankruptcy of ENO or any other affiliates of ENO or any of their respective successors or assignees. In addition, the SPE will have at least one independent manager (Frank Bilotta,Vice President, Global Securitization Services, LLC, or his successor) whose approval will be required for major actions or organizational changes by the SPE.

The storm recovery bonds will be issued pursuant to an indenture and administered by an indenture trustee. The storm recovery bonds will be secured by and payable solely out of the storm recovery property created pursuant to this Financing Order and other collateral, described in the testimony accompanying ENO’s Securitization Application. That collateral will be pledged by the SPE to the indenture trustee for the benefit of the holders of the storm recovery bonds and to secure payment due with respect to the bonds and certain costs and expenses relating to the bonds.

Pursuant to a servicing agreement, ENO will act as the initial servicer of the storm recovery charges for the SPE and will undertake to collect such charges from the customers of ENO and remit these collections to the indenture trustee on behalf of and for the account of the SPE. The servicer will be responsible for making any required or allowed true-ups of the storm recovery charges. If the servicer defaults on its obligations under the servicing agreement, the indenture trustee may appoint a replacement servicer subject to the terms of this Financing Order.

Storm recovery charges will be calculated to be sufficient at all times to pay all debt service and other related financing costs for the storm recovery bonds. The storm recovery charges will be calculated pursuant to the method described in Appendix B to this Financing Order. Semi-annual or, following the scheduled final maturity of the storm recovery bonds, quarterly true-ups will be required and performed to ensure that the amount projected to be collected from storm recovery charges is sufficient to service the storm recovery bonds. The methodology for calculating the storm recovery charges is illustrated in Appendix B and the form of true-up notice letter is attached as Appendix D. ENO’s Electric and Gas Storm Reserve Riders approved in Council Resolution R-06-549 shall terminate in the first billing cycle after the storm recovery bonds are issued pursuant to this Financing Order.

The Council determines that ENO’s proposed transaction structure for the storm recovery charges should be utilized. The storm recovery bonds’ amortization schedule is designed to provide for relatively level annual debt service and revenue requirements each year over the life of the storm recovery bonds.

The Council has considered what degree of flexibility to afford to ENO in establishing the terms and conditions of the storm recovery bonds, including but not limited to repayment schedules, interest rates and financing costs. ENO will be granted flexibility in these matters, subject to the terms of this Financing Order and the Issuance Advice Letter process.

In its Securitization Application, filed on January 29, 2015, ENO requested the authority to securitize and to cause storm recovery bonds to be issued in an aggregate principal amount equal to the sum of: (a) $31.7 million of storm recovery costs, which includes carrying costs through June 30, 2015, plus (b) the costs of funding and replenishing its storm recovery reserves in the amount of $53.4 million in a restricted escrow account, plus (c) upfront financing costs, which are estimated to be $3.4 million and are subject to further review pursuant to the Issuance Advice Letter, plus the cost of credit enhancements and other mechanisms designed to promote the credit quality and marketability of the storm recovery bonds, if any, plus or minus (d) any adjustment, pursuant to the Issuance Advice Letter, to reflect any change in carrying costs necessary to account for the number of days either less than or greater than those assumed in the calculation based on the projected issuance date for the storm recovery bonds of June 30, 2015.

The Council finds that ENO should be permitted to securitize its storm recovery costs and upfront financing costs in accordance with the terms of this Financing Order. The Council is mindful of the fact that several of the components of these upfront financing costs will vary depending upon the size of the final issuance of the storm recovery bonds. Specifically, the Council realizes that the U.S. Securities and Exchange Commission (“SEC”) registration fee, the rating agency fees, and underwriters’ fees typically are proportional to the amount of storm recovery costs actually securitized. In addition, the SEC formula for calculating registration fees changes from time to time. Further, other upfront financing costs, such as legal and accounting fees and expenses, printing expenses, and trustee costs will not be known until the issuance of the bonds or even thereafter, when final invoices are submitted. Accordingly, in the Issuance Advice Letter ENO should update the upfront financing costs securitized to reflect any change in the estimates of SEC registration fee, the rating agency fees, and underwriters’ fees, as a result of a change in the size of the bond financing or a change in the SEC’s registration fee formula, and should otherwise update the estimates in light of then current information. All upfront financing cost amounts are to be revised and updated through the Issuance Advice Letter, at the time of pricing of the storm recovery bonds.

In addition, ENO has requested that the ongoing financing costs incurred by the SPE in connection with the administration and servicing of the storm recovery bonds should not be included in the principal amount of the bonds, but instead should be recovered through the storm recovery charges, subject to the periodic true-up of those charges as provided in this Financing Order. ENO presently estimates that these

ongoing annual costs (exclusive of debt service on the storm recovery bonds and the servicing fee mentioned below) to be incurred by the SPE will be approximately $490,750 for the first year following the issuance of the storm recovery bonds if ENO is the servicer, but many ongoing costs will not be known until they are incurred. The annual servicing fee payable to ENO following the issuance of the storm recovery bonds will be fixed at $150,000 and the annual administration fee compensation to ENO for providing administrative and support services to the SPE will be fixed at $100,000. In addition to the servicing fee, the Company will be able to recover its out-of-pocket costs for external accounting and legal services required by the servicing agreement as well as for other items of cost (other than external information technology costs and bank wire fees, which are part of the servicing fee) that will be incurred annually to support and service the storm recovery bonds after issuance. The servicing fee and any expenses incurred by ENO, or by an affiliate of ENO acting as servicer, under the servicing agreement shall be included in any ENO rate case in the manner provided in Ordering Paragraph 41. In the event that a servicer default occurs, the indenture trustee for the storm recovery bonds will be permitted to appoint a replacement servicer with the consent of the SPE, which shall not be unreasonably withheld. The compensation of the replacement servicer will be what is required to obtain the services and will be up to 0.60% of the initial principal balance of storm recovery bonds unless ENO can reasonably demonstrate to the Council that the services cannot be obtained at that compensation level under the market conditions at that time. Furthermore, the Council finds that ENO may earn a rate of return on its capital investment in the SPE equal to the rate of interest payable on the longest maturity tranche of the storm recovery bonds, to be paid by means of periodic distributions from the SPE funded solely by the income earned thereon through investment by the indenture trustee in eligible investments and by any deficiency being collected through the true-up adjustments, and further any actual earnings in excess of that rate will be credited to customers. The Council finds that ENO should be permitted to recover its ongoing financing costs, as ENO requests, in accordance with the terms of this Financing Order.

III. FINDINGS OF FACT

A. Identification and Procedure

1. Identification of Applicant and Application

1. ENO is a subsidiary of Entergy Corporation. ENO is an electric and gas utility that currently provides electric service to more than 169,000 customers on the east bank of the Mississippi River in Orleans Parish and natural gas to more than 100,000 customers throughout Orleans Parish including approximately 12,000 customers in Algiers, which is located on the west bank of the Mississippi River in Orleans Parish.

2. Procedural History

1. On February 28, 2014, ENO submitted its ENO Certification Filing requesting that the Council certify that ENO’s costs in the amount of $47.3 million, before carrying costs, to restore its

facilities following Hurricane Isaac were prudently-incurred and are eligible for recovery from ENO’s customers.

2. On June 5, 2014, the Council issued Resolution R-14-226, establishing Docket No. UD-14-01 and issuing a procedural schedule to “establish a record which the Council may use to render a determination as to whether the Compan[y] shall be granted recovery for restoration costs associated with Isaac, in what amount, and in what fashion.”

3. On July 7, 2014, pursuant to Resolution R-14-226 directing the Company to “submit a Supplemental Filing … to update all relevant exhibits, workpapers, and databases in their native electronic formats to present the actual costs through April 30, 2014,” the Company filed its Supplemental Filing in Docket No. UD-14-01, supporting its request for cost-certification for approximately $47.3 million (before carrying costs) for its Hurricane Isaac costs.

4. On January 8, 2015, the Council issued Resolution R-15-17, adopting the Agreement in Principle between the Council Utility Advisors, ENO, and ELL, addressing the issues that formed the basis upon which ENO sought Council approval of this Financing Order. Further, Resolution R-15-17 determined that ENO is authorized to recover $31.7 million of storm recovery activity costs (which includes carrying costs through June 30, 2015) and to fund and replenish storm recovery reserves in the amount of $53.4 million, which amounts may be financed through storm recovery bonds authorized by this Financing Order.

5. On January 29, 2015, pursuant to the Agreement in Principle adopted by the Council, ENO filed its Securitization Application seeking Council approval of a Financing Order allowing ENO to utilize storm recovery bond proceeds issued pursuant to Act 64 to finance its Hurricane Isaac storm recovery costs and the costs to fund and replenish ENO’s storm reserve to achieve the Council-approved $75 million funding level.

6. On February 26, 2015, the Council issued Resolution R-15-80 establishing a procedural schedule and period of intervention for consideration of ENO’s Securitization Application and finding that the Securitization Application will be identified as Docket No. UD-14-01 (Phase II). At the close of the intervention period established by the Council there were no intervenors in the docket.

7. On April 1, 2015, the Council Utility Advisors filed Direct Testimony in Docket No. UD-14-01 (Phase II) responding to ENO’s Securitization Application.

8. On April 15, 2015, ENO filed Rebuttal Testimony responding to the Council Utility Advisors’ Direct Testimony.

9. On May 7, 2015, ENO and the Council Utility Advisors filed a joint agreement in principle in Docket No. UD-14-01 (Phase II).

10. On [DATE], the Council issued this Financing Order.

B. Financing Costs and Amount to be Securitized

1. Storm Recovery Costs

1. Storm recovery costs are defined by Section 1227(16) to include costs associated with undertaking a storm recovery activity. If the Council deems appropriate, storm recovery costs may include the costs to fund and finance any storm recovery reserves. Further, if the Council determines it to be appropriate, storm recovery costs may include costs of repurchasing equity or retiring any existing indebtedness associated with storm recovery activities.

2. Pursuant to Resolution R-15-17, the Council determined that ENO has incurred recoverable storm recovery costs in the aggregate amount of $31.7 million. This amount includes carrying costs as of June 30, 2015, and is net of any insurance proceeds. These costs constitute storm recovery costs under Act 64 and are eligible for recovery pursuant to this Financing Order.

3. ENO has proposed securitizing the gross amount of storm recovery costs before any reduction for the income tax effects relating to the incurrence of such costs. The income tax effects include accumulated deferred income taxes related to (1) the tax depreciation relating to the capitalized storm recovery costs, and (2) the casualty loss tax deduction. ENO has proposed that all of the benefits associated with those accumulated deferred income taxes inure to the benefit of customers to be reflected in Securitized Storm Cost Offset Rider (“Rider SSCO”). ENO’s proposal is appropriate and should be approved.

2. Upfront and Ongoing Financing Costs

1. Upfront financing costs are those that will be incurred in advance of, or in connection with, the issuance of the storm recovery bonds, and those costs will be recovered or reimbursed from storm recovery bond proceeds except as otherwise provided in this Financing Order. Consistent with Section 1227(5)(c), upfront financing costs include, without limitation, underwriting costs (fees and expenses), rating agency fees, costs of obtaining additional credit enhancements (if any), costs of entering into swap and hedge transactions (if any), fees and expenses of ENO’s legal advisors, fees and expenses of the financial advisor to ENO, SEC registration fees, original issue discount, external servicing costs, fees and expenses of the trustee and its counsel (if any), servicer set-up costs, printing and filing costs, set-up costs relating to the SPE, non-legal securitization proceeding costs and expenses of ENO, and miscellaneous administrative costs.

2. Ongoing financing costs are those that will be incurred annually to support and service the storm recovery bonds after issuance, and those costs will be recovered or paid from storm

recovery charges. Consistent with Section 1227(5)(c), the ongoing financing costs include, among other costs, servicing fees, administrative fees, fees and expenses of the trustee and its counsel (if any), external accountants’ fees, external legal fees, ongoing costs of additional credit enhancement (if any), costs of swaps and hedges (if any), independent manager’s fees, rating agency fees, printing and filing costs, true-up administration fees, fees and expenses of ENO’s and the Issuer’s (SPE’s) counsel, and other miscellaneous costs. Other than the servicing fee (which will cover servicing costs, excluding costs for external accounting and legal services required by the servicing agreement) and the administration fee, which will be fixed pursuant to contract, the remaining ongoing costs that will be incurred in connection with a financing under Act 64 are outside the control of ENO, since ENO cannot control the administrative, legal and other fees to be incurred by other parties on an ongoing basis. All actual ongoing financing costs as incurred will be recoverable through the storm recovery charges.

3. ENO has provided estimates of upfront financing costs totaling approximately $3.4 million in Appendix C, plus the cost of credit enhancements and other mechanisms designed to promote the credit quality and marketability of the storm recovery bonds, if any. ENO has also provided in Appendix C estimates of ongoing financing costs for the first year following the issuance of the storm recovery bonds to be approximately $490,750 (exclusive of the servicing fee) if ENO is the servicer. ENO shall update the upfront financing costs and ongoing financing costs prior to the pricing of the storm recovery bonds pursuant to the Issuance Advice Letter.

4. Within 90 days of the issuance of the storm recovery bonds, ENO will submit to the Council a final accounting of its upfront financing costs. If the actual upfront financing costs are less than the upfront financing costs included in the principal amount financed, the Periodic Billing Requirement for the first semi-annual true-up adjustment shall be reduced by the amount of such unused funds (together with income earned thereon through investment by the trustee in eligible investments) and such unused funds (together with income earned thereon through investment by the trustee in eligible investments) shall be available for payment of debt service on the bond payment date next succeeding such true-up adjustment. If the actual upfront financing costs are more than the upfront financing costs included in the principal amount securitized, the Company will be allowed to recover the remaining upfront financing costs through Rider SSCO.

3. Adjustments to Carrying Costs Included in the Amount Financed

1. In its testimony, exhibits, and schedules, ENO properly calculated the amount of carrying costs.See specifically Exhibit PBG-2 to the Supplemental Direct Testimony of Company witness Phillip B. Gillam for the calculation of carrying costs. In Resolution R-15-17 the Council accepted the Joint Agreement in Principle filed in this docket, which, among other things, determined that ENO shall account for the difference in carrying costs to account for the number of days between the actual date of recovery and the June 30, 2015 date used to calculate the carrying costs. ENO has proposed to account for the difference in carrying costs described above, if any, through the Issuance Advice Letter. ENO’s proposal is appropriate and is approved.

4. Amount to be Securitized

1. ENO should be authorized to cause storm recovery bonds to be issued by its SPE in an aggregate principal amount of approximately $99.0 million, equal to the sum of: (a)  $31.7 million of storm recovery costs pursuant to Resolution R-15-17, which includes carrying costs through June 30, 2015, plus (b) the costs of funding and replenishing its storm recovery reserves in the amount of $63.9 million in a restricted escrow account, plus (c) upfront financing costs, which are set (for this purpose) at $3.4 million but are subject to further review as provided in Findings of Fact Paragraph 18, plus the cost of credit enhancements and other mechanisms designed to promote the credit quality and marketability of the storm recovery bonds, if any, plus or minus (d) any adjustment, pursuant to the Issuance Advice Letter, to reflect any change in carrying costs necessary to account for the number of days either less or greater than those assumed in the calculation based on the projected issuance date for the storm recovery bonds of June 30, 2015. The total principal amount of the storm recovery bonds so issued will be fixed in the Issuance Advice Letter process, consistent with this Financing Order.

5. Designee Appointment; Issuance Advice Letter Approval Process

1. Because the actual structure and pricing of the storm recovery bonds and the precise amounts of upfront and ongoing financing costs will not be known at the time that this Financing Order is issued, ENO has proposed a process by which the terms of the storm recovery bonds can be reviewed by the Council Utility Advisors and the Council designee as they are developed and finalized and by which the final transaction terms and costs can be approved.

2. ENO has requested that the Council appoint a designee (the “Designee”) who is authorized to approve the final terms and structure of the transaction as set forth in the final Issuance Advice Letter. The Designee’s approval of such Issuance Advice Letter will be final and incontestable, without need of further action by the Council. The Designee shall approve the

final structure, terms and pricing of the transaction if he or she determines that (i) the final structure, terms and pricing of the storm recovery bonds in the Issuance Advice Letter are consistent with the criteria established in the Financing Order, and (ii) the mathematical calculations are accurate. We find that the appointment of a Designee is a reasonable method to protect customers and to assure ENO and the investing public that all approvals in connection with the issuance of the storm recovery bonds have been obtained. TheCouncil Chief of Staff, or in her/his unavailability, Chair of the Council Utility, Cable, Telecommunications and Technology Committee, is appointed as Designee.

3. Following the determination of the final terms and structure of the storm recovery bonds and prior to the issuance of such bonds, ENO must file with the Council no later than two business days after pricing of the storm recovery bonds, an Issuance Advice Letter. The Issuance Advice Letter will include the estimated total upfront financing costs of the storm recovery bonds, the estimated ongoing financing costs of administering and supporting the storm recovery bonds, the required principal amount of the bonds, as well as the bond structure and terms and the interest rates on the storm recovery bonds. If the actual upfront financing costs are less than the upfront financing costs included in the principal amount securitized, the periodic billing requirement for the first semi-annual true-up adjustment shall be reduced by the amount of such unused funds (together with interest earned thereon through investment by the indenture trustee in eligible investments) and such unused funds (together with interest earned thereon through investment by the indenture trustee in eligible investments) shall be available for payment of debt service on the bond payment date next succeeding such true-up adjustment. If the actual upfront financing costs are more than the upfront financing costs included in the amount financed, ENO may recover those additional costs through Rider SSCO. The Issuance Advice Letter will be completed to report the actual dollar amount of the initial storm recovery charges and other information specific to the storm recovery bonds to be issued. The Issuance Advice Letter shall be provided substantially in the form of Appendix A to this Financing Order.

4. ENO will submit a draft Issuance Advice Letter to the Council Utility Advisors for review no later than two weeks prior to the expected date of initial marketing of the storm recovery bonds, or such other date agreed to by the Company and the Council Designee. Within one week after receipt of the draft Issuance Advice Letter, Council Utility Advisors will provide to ENO any comments that the Council Utility Advisors may have regarding the adequacy of the information provided, in comparison to the required elements of the Issuance Advice Letter.

5. A second draft Issuance Advice Letter shall be submitted to the Council Utility Advisors within two business days before the pricing of the storm recovery bonds, or such other date agreed to by the Company and the Council Designee.

6. A final Issuance Advice Letter shall be submitted to the Council Designee within two business days after the pricing of the storm recovery bonds, which shall contain certificates from ENO and its bookrunning underwriters that include certification that the structuring and pricing of the bonds complies with the terms of this Financing Order.

7. The Council Utility Advisors and the Designee shall provide prompt input to ENO on Issuance Advice Letter filings so that any potential objections or issues regarding the information provided, including but not limited to the structuring and pricing of the storm recovery bonds, can be addressed as soon as practicable. The Council acknowledges that the rejection of any pricing of the bonds after an underwriting agreement is executed could have adverse consequences to ENO in its future financing activities.

8. The completion and filing of an Issuance Advice Letter, in the form of the Issuance Advice Letter attached as Appendix A, is necessary to ensure that any securitization actually undertaken by ENO complies with the terms of this Financing Order.

9. Within one business day of receipt of the final Issuance Advice Letter, the Designee shall either (a) approve the transaction by executing a Concurrence and delivering a copy to ENO, which Concurrence shall (i) evidence the final, binding and irrevocable approval by the Council of the structure, terms and pricing of the storm recovery bonds and all related documents and security as consistent with the criteria established in the Financing Order, and (ii) confirm the mathematical accuracy of the calculations in the Issuance Advice Letter; or (b) reject the Issuance Advice Letter and state the reasons therefore. The Designee shall approve the transaction using the form of Concurrence attached as Attachment 6 to the Issuance Advice Letter. A change in market conditions from the date and time of the actual pricing of the storm recovery bonds shall not constitute grounds for rejecting the Issuance Advice Letter.

10. The Designee’s approval of the Issuance Advice Letter shall be final, irrevocable and incontestable. The Designee’s approval of the Issuance Advice Letter shall, pursuant to the Council’s authority under this Financing Order and without the need for further action by the Council, constitute the affirmative and conclusive authorization for ENO and the SPE to execute the issuance of the storm recovery bonds on the terms set forth in the Issuance Advice Letter.

6. Customer Benefits

1. Act 64 permits the Council to consider whether the proposed structuring, expected pricing, and financing costs of the storm recovery bonds are reasonably expected to result in lower overall costs or would avoid or mitigate rate impacts to customers as compared with traditional methods of financing or recovering storm recovery costs. The primary benefits of the proposed structure arise from replacing traditional debt and equity of the utility with highly rated lower interest rate debt. In this proceeding, ENO’s financial analysis and testimony shows that the financing as proposed by ENO will produce a significant benefit to customers on a net present value basis as compared to traditional methods of financing or recovering utility storm recovery activity costs. Even if interest rates increase before the issuance of the storm recovery bonds (from the base-case assumption of 2.38% to a level as high as 6.50%), the benefit for customers could be achieved (an estimated $5.8 million on a net present value basis for ENO). With regard to securitization of the storm recovery reserve portion of the total amount securitized, securitization could results in estimated savings of $2.7 million when compared to financing the storm reserves with lower-rated municipal bonds, or as much as $32.0 million on a nominal basis, when comparing the total revenues that would be required to fund a storm recovery reserve using securitization versus the total revenues required to pre-fund a storm reserve using conventional utility financing at ENO’s last authorized before-tax WACC. We find these benefits are reasonably expected to result in lower overall costs or would mitigate rate impacts to customers as compared to traditional methods of utility financing or recovering storm recovery costs so long as the weighted average interest rate on all of the tranches of the storm recovery bonds is less than 6.50%.

2. Act 64 recognizes that this securitization financing is a valid public purpose. The Council acknowledges that the lower interest rate obtainable on the storm recovery bonds requires that the Council’s obligations under this Financing Order be direct, irrevocable, unconditional and legally enforceable against the Council.

C. Structure of the Proposed Financing

1. The Special Purpose Entity (the SPE)

1. For purposes of this securitization, ENO will create the SPE, a special purpose storm recovery funding entity which will, per Section 1228(D)(2), be a Louisiana limited liability company with ENO as its sole member. The SPE will be formed for the limited purpose of acquiring storm recovery property (which could include, if the transaction documents so permit, any storm recovery property authorized by the Council in a subsequent financing order), issuing storm recovery bonds in one or more tranches (which could include storm recovery bonds

authorized by the Council in a subsequent financing order), and performing other activities relating thereto or otherwise authorized by this Financing Order. The SPE will not be permitted to engage in any other activities and will have no assets other than storm recovery property and related assets to support its obligations under the storm recovery bonds. Obligations relating to the storm recovery bonds will be the SPE’s only significant liabilities. These restrictions on the activities of the SPE and restrictions on the ability of ENO to take action on the SPE’s behalf are imposed to achieve the objective of ensuring that the SPE will be bankruptcy-remote and not affected by a bankruptcy of ENO. The SPE will be managed by a board of managers with rights and duties similar to those of a board of directors of a corporation. As long as the storm recovery bonds remain outstanding, the SPE will have at least one independent manager with no organizational affiliation with ENO other than acting as independent managers for any other bankruptcy-remote subsidiary of ENO or its affiliates. The SPE will not be permitted to amend the provisions of the organizational documents that ensure bankruptcy-remoteness of the SPE without the affirmative vote of a majority of its managers, which vote must include the affirmative vote of all the independent managers. Similarly, the SPE will not be permitted to institute bankruptcy or insolvency proceedings or to consent to the institution of bankruptcy or insolvency proceedings against it, or to dissolve, liquidate, consolidate, convert, or merge without the prior unanimous consent of its managers. Section 1228(D)(2). Other restrictions to ensure bankruptcy-remoteness may also be included in the organizational documents of the SPE as required by the rating agencies. In addition, the Council will waive any rights it may have to rescind this Financing Order under La. R.S. 12:1308.2(E) if the SPE becomes delinquent in filing its annual report required under La. R.S. 12:1308.1.

2. The initial capital of the SPE will be a nominal amount of $100. Concurrently with the issuance of the bonds, not less than 0.50% of the original principal amount of the storm recovery bonds will be invested by ENO in the SPE. Adequate funding of the SPE will minimize the possibility that ENO would have to extend funds to the SPE in a manner that could jeopardize the bankruptcy-remoteness of the SPE, and is a factor in treating the financing as a borrowing by ENO for federal income tax purposes. A sufficient level of capital is necessary to minimize the risk that the SPE would not be treated as bankruptcy-remote from ENO and, therefore, assist in achieving the lowest reasonable cost to customers for the investments’ damage.

3. The use and proposed structure of the SPE and the limitations related to its organization and management are necessary to minimize risks related to the proposed securitization transaction

and to minimize the storm recovery charges. Therefore, the use and proposed structure of the SPE should be approved. The Council will not exercise any authority to approve or not approve any independent manager of the SPE selected by ENO.

2. Structure and Documents

1. The SPE will issue storm recovery bonds consisting of one or more tranches, in an aggregate amount not to exceed the principal amount approved by this Financing Order and will pledge to the indenture trustee, as collateral for payment of the storm recovery bonds, the storm recovery property, including the SPE’s right to receive the storm recovery charges as and when collected, and certain other collateral described in ENO’s Securitization Application.

2. Concurrent with the issuance of any of the storm recovery bonds, ENO will transfer to the SPE all of ENO’s rights under this Financing Order, including without limitation, the rights to impose, collect, and receive storm recovery charges approved in this Financing Order, but excluding ENO’s right to recover remaining upfront financing costs through Rider SSCO under Ordering Paragraph 3 (the “ENO Retained Rights”). This transfer will be structured so that it will qualify as a true sale within the meaning of Section 1230(1). By virtue of the transfer, the SPE will acquire all of the right, title, and interest of ENO in the storm recovery property arising under this Financing Order.

3. The payment of the storm recovery charges authorized by this Financing Order will be at all times sufficient to pay the principal of and interest on the bonds, together with related financing costs. The storm recovery bonds will be issued pursuant to the indenture administered by the indenture trustee. The indenture will include provisions for a collection account and subaccounts for the collection and administration of the storm recovery charges and payment or funding of the principal and interest on the storm recovery bonds and other financing costs in connection with the storm recovery bonds, as described in ENO’s Securitization Application. Any storm recovery charge revenues not required for the current payment of principal and interest due on the bonds, together with related financing costs, including but not limited to the funding of any overcollateralization or reserve account, will be available to pay such amounts in a future period.

4. ENO will prepare a proposed form of an Indenture, a Limited Liability Company Operating Agreement (for the SPE), a Purchase and Sale Agreement, an Administration Agreement, and a Servicing Agreement, which will set out in substantial detail certain terms and conditions relating to the transaction and security structure. Drafts of each of these documents will be submitted within five business days from the issuance of the Financing Order to the Council Designee for review and comment by the Council Utility Advisors consistent with the Issuance

Advice Letter process. ENO will also provide to the Council Designee and its Advisors any workpapers supporting the transaction documents in their native electronic form (i.e. Excel files with formulas intact).

5. ENO will also prepare a proposed form of prospectus and term sheet or other offering documents to be used in connection with the offering and sale of the storm recovery bonds. These offering materials will be subject to review and comment by Council Utility Advisors consistent with the Issuance Advice Letter process.

3. Credit Enhancement and Arrangements to Enhance Marketability

1. ENO has not requested approval of floating rate bonds or any hedges or swaps which might be used in connection therewith.

2. In current market conditions, it is uncertain whether the benefits of an interest-rate swap within the storm recovery bond structure will outweigh the costs of researching and preparing the swap and result in lower storm recovery charges.

3. An interest-rate swap within the storm recovery bond structure could expose customers to higher risks in relation to the storm recovery charges and the ability of the swap counterparty to meet its obligations.

4. The Council concurs that the use of floating rate debt and the associated swaps or hedges is not advantageous or cost effective for customers.

5. The Company proposes to use additional forms of credit enhancement (including letters of credit, reserve or overcollateralization accounts, surety bonds, or guarantees) and other mechanisms designed to promote the credit quality and marketability of the storm recovery bonds if such arrangements are reasonably expected to result in net benefits to customers. ENO also asked that the costs of any credit enhancements as well as the costs of arrangements to enhance marketability be included in the amount of upfront financing costs to be financed. ENO should be permitted to recover the upfront financing and ongoing financing costs of credit enhancements and arrangements to enhance marketability, provided that the Council’s Designee and ENO agree in advance through the Issuance Advice Letter process that such enhancements and arrangements provide benefits greater than their tangible and intangible costs. If the use of credit enhancements or other arrangements is proposed by ENO, ENO shall provide the Council’s Designee copies of all cost/benefit analyses performed by or for ENO that support the request to use such arrangements. This finding does not apply to the collection account, or its subaccounts, including any reserve account, which are otherwise approved in this Financing Order.

6. ENO’s proposed use of credit enhancements and arrangements to enhance marketability is reasonable and should be approved if the Council Designee determines that the enhancements or arrangements provide benefits greater than their costs. An overcollateralization subaccount should be included and funded only if either required by the rating agencies to achieve the highest credit rating or if the Council Utility Advisors concur that the benefits are expected to outweigh the costs.

4. Storm Recovery Property

1. Pursuant to Section 1227(17), the storm recovery property consists of the following:

(1) the rights and interests of ENO or the successor or assignee of ENO under this Financing Order, including the right to impose, bill, charge, collect, and receive storm recovery charges authorized in this Financing Order and to obtain periodic adjustments to such charges as are provided in this Financing Order, except for the ENO Retained Rights, and

(2) all revenues, collections, claims, rights to payments, payments, money, or proceeds arising from the rights and interests specified in the first numbered bullet of this Paragraph, regardless of whether such revenues, collections, claims, rights to payment, payments, money, or proceeds are imposed, billed, received, collected, or maintained together with or commingled with other revenues, collections, rights to payment, payments, money, or proceeds.

The storm recovery property does not include ENO’s rights and obligations under the storm recovery bonds transaction documents, such as the Servicing Agreement and the Administration Agreement.

2. As of the effective date of this Financing Order, there is created and established for the benefit of ENO storm recovery property, which, pursuant to Section 1230(3) is incorporeal movable property in the form of a vested contract right.

3. Pursuant to Section 1229(B), the storm recovery property created by this Financing Order will continue to exist until the storm recovery bonds issued pursuant to this Financing Order are paid in full and all financing costs of the bonds have been recovered in full.

4. Storm recovery property and all other collateral will be held (in pledge) and administered by the indenture trustee pursuant to the indenture, as described in ENO’s Securitization Application. This proposal will help ensure the desired highest credit ratings and therefore lower storm recovery charges and should be approved.

5. Servicer and the Servicing Agreement

1. ENO will execute a servicing agreement with the SPE. ENO will be the initial servicer but may be replaced as servicer by another entity under certain circumstances detailed in the servicing agreement. Pursuant to the servicing agreement, the servicer is required, among other things, to impose and collect the applicable storm recovery charges for the benefit and account of the SPE or its assigns or pledgees, to make the periodic true-up adjustments of storm recovery charges required or allowed by this Financing Order, and to account for and remit the applicable storm recovery charges to or for the account of the SPE or its assigns or pledgees in accordance with the remittance procedures contained in the servicing agreement without any charge, deduction or surcharge of any kind (other than the servicing fee specified in the servicing agreement). Under the terms of the servicing agreement, if any servicer fails to perform its servicing obligations in any material respect, the indenture trustee acting under the indenture to be entered into in connection with the issuance of the storm recovery bonds, or the indenture trustee’s designee, may, or, upon the instruction of the requisite percentage of holders of the outstanding amount of storm recovery bonds, shall appoint an alternate party to replace the defaulting servicer, in which case the replacement servicer will perform the obligations of the servicer under the servicing agreement. The obligations of the servicer under the servicing agreement and the circumstances under which an alternate servicer may be appointed are more fully described in the servicing agreement and Ordering Paragraph 42. The rights of the SPE under the servicing agreement will be included in the collateral pledged by the SPE to the indenture trustee under the indenture for the benefit of holders of the storm recovery bonds. In the event that there is more than one ENO-related issuer of storm recovery bonds, ENO may act as initial servicer under a servicing agreement with each such issuer.

2. The servicer shall remit storm recovery charges to the SPE or the indenture trustee each servicer business day according to the methodology described in the servicing agreement.

3. The servicer will be entitled to an annual servicing fee fixed at $150,000. In addition to the servicing fee, the Company will be able to recover its out-of-pocket costs for external accounting and legal services required by the servicing agreement as well as for other items of cost (other than external information technology costs and bank wire fees, which are part of the servicing fee) that will be incurred annually to support and service the storm recovery bonds after issuance. The Council approves the servicing fee as described herein. The Council also approves, in the event of a default by the initial servicer resulting in the appointment of a successor servicer, a higher annual servicing fee of up to 0.60% of the initial principal balance of the storm recovery bonds unless ENO can reasonably demonstrate to the Council

that the services cannot be obtained at that compensation level under the market conditions at that time. In addition to the servicing fee, ENO will be entitled to an annual administration fee fixed at $100,000 for providing administrative and support services to the SPE. The Council approves the fixed annual administration fee as described herein.

4. The obligations to continue to provide service and to collect and account for storm recovery charges will be binding upon ENO and any other entity that provides transmission and distribution electric services or, in the event that transmission and distribution electric services are not provided by a single entity, any other entity providing electric distribution services to ENO’s customers. The Council will enforce the obligations imposed by this Financing Order, its applicable substantive rules, and statutory provisions.

5. To the extent that any interest in the storm recovery property created by this Financing Order is assigned, sold or transferred to an assignee, such as the SPE, or a successor, ENO will enter into a contract with that assignee or successor that will require ENO (or its successor under such contract) to continue to operate ENO’s electric transmission and distribution system providing service to ENO’s customers (or, if by law, ENO or its successor is no longer required to own and/or operate both the transmission and distribution systems, then ENO’s distribution system).

6. No provision of this order shall prohibit ENO from selling, assigning or otherwise divesting any of its transmission or distribution system or any facilities providing service to ENO’s customers, by any method whatsoever, including those specified in Ordering Paragraph 56 pursuant to which an entity becomes a successor, so long as the entities acquiring such system or portion thereof agree to continue operating the facilities to provide service to customers.

7. The servicing agreement described in Findings of Fact Paragraphs 51 through 56 is reasonable, will reduce risk associated with the proposed financing and should, therefore, result in lower storm recovery charges and greater benefits to customers and should be approved.

6. Storm Recovery Bonds

1. The scheduled final maturity date of any tranche of storm recovery bonds is not expected to exceed 10 years from the date of issuance of such tranche. The legal final maturity date of any tranche of storm recovery bonds will not be more than two years after the scheduled final maturity date. The scheduled and legal final maturity date of each tranche and amounts in each tranche will be finally determined by ENO, consistent with market conditions and indications of the rating agencies, at the time the storm recovery bonds are priced, but subject to ENO’s compliance with the Issuance Advice Letter process. Pursuant to Section 1228(E), but subject to the limitations set forth in this Financing Order, ENO will retain sole discretion

regarding whether or when to assign, sell, or otherwise transfer any rights arising under this Financing Order, or to cause the issuance of any storm recovery bonds authorized in this Financing Order, subject to consultation with the Council Utility Advisors as part of the Issuance Advice Letter process. The SPE will issue the storm recovery bonds no earlier than the third business day after pricing of the storm recovery bonds.

2. The Council finds that the proposed transaction structure, subject to rating agency requirements and to further modification in accordance with the true-up mechanism approved in this Financing Order, is in the public interest and should be used. The storm recovery bonds’ amortization schedule is designed to provide for relatively level annual debt service and revenue requirements each year over the expected life of the storm recovery bonds.

7. Security for Storm Recovery Bonds

1. The payments of the storm recovery bonds and related charges authorized by this Financing Order are to be secured by the storm recovery property created by this Financing Order and by certain other collateral as described in the testimony accompanying the Securitization Application. The storm recovery bonds will be issued pursuant to the indenture administered by the indenture trustee. The indenture will include provisions for a collection account and subaccounts for the collection and administration of the storm recovery charges and payment or funding of the principal and interest on the storm recovery bonds and other costs, including fees and expenses, in connection with the storm recovery bonds, as described in ENO’s Securitization Application. Pursuant to the indenture, the SPE will establish a collection account as a trust account to be held by the indenture trustee as collateral to ensure the payment of the principal, interest, and other costs approved in this Financing Order related to the storm recovery bonds in full and on a timely basis. The collection account will include the general subaccount, the capital subaccount, and the excess funds subaccount, and may include other subaccounts. A form of the indenture will be submitted to the Council Designee, as described in Findings of Fact Paragraph 39.

2. The indenture trustee will deposit the storm recovery charge remittances that the servicer remits to the indenture trustee for the account of the SPE into one or more segregated trust accounts and allocate the amount of those remittances to the general subaccount. The indenture trustee will on a periodic basis apply monies in this subaccount to pay expenses of the SPE, to pay principal and interest on the storm recovery bonds, and to meet the funding requirements of the other subaccounts. The funds in the general subaccount will be invested by the indenture trustee as provided in the indenture, and such funds (including, to the extent necessary, investment earnings) will be applied by the indenture trustee to pay principal and interest on

the storm recovery bonds and all other components of the Periodic Payment Requirement (“PPR”) (as defined in Findings of Fact Paragraph 74), and otherwise in accordance with the terms of the indenture.

3. When the storm recovery bonds are issued, ENO will make a capital investment to the SPE, which the SPE will deposit into the capital subaccount. The amount of the capital investment will be not less than 0.50% of the original principal amount of the storm recovery bonds. The capital subaccount will serve as collateral to ensure timely payment of principal and interest on the storm recovery bonds and all other components of the PPR. The funds in this subaccount will be invested by the indenture trustee as provided in the indenture. Any amounts in the capital subaccount will be available to be used by the indenture trustee to pay principal and interest on the storm recovery bonds and all other components of the PPR if necessary due to a shortfall in storm recovery charge collections. Any funds drawn from the capital account to pay these amounts due to a shortfall in the storm recovery charge collections will be replenished through future storm recovery charge remittances. Upon payment of the principal amount of all storm recovery bonds and the discharge of all obligations that may be paid by use of storm recovery charges, all amounts in the capital subaccount will be released to the SPE for payment to ENO.

4. The capital investment to the SPE will be funded by ENO. Proceeds from the sale of the storm recovery bonds will not be used to offset the amount of the capital contribution. Furthermore, the Council finds that ENO may earn a rate of return on its capital investment in the SPE equal to the rate of interest payable on the longest maturity tranche of the storm recovery bonds, to be paid by means of periodic distributions from the SPE funded solely by the income earned thereon through investment by the indenture trustee in eligible investments and by any deficiency being collected through the true-up adjustments, and further any actual earnings in excess of that rate will be credited to customers.

5. The excess funds subaccount will hold any storm recovery charge remittances and investment earnings on the collection account in excess of the amounts needed to pay current principal and interest on the storm recovery bonds and to pay other PPRs (including, but not limited to, replenishing the capital subaccount). Any balance in or allocated to the excess funds subaccount on a true-up adjustment date will be subtracted from the Periodic Billing Requirement (“PBR”) (as defined in Findings of Fact Paragraph 75) for purposes of the true-up adjustment. The money in this subaccount will be invested by the indenture trustee as provided in the indenture, and such money (including investment earnings thereon) will be

used by the indenture trustee to pay principal and interest on the storm recovery bonds and other PPRs.

6. Other credit enhancements in the form of subaccounts may be utilized for the transaction if such enhancements provide benefits greater than their tangible and intangible costs and are approved pursuant to the Issuance Advice Letter process.

8. General Provisions

1. The collection account and the subaccounts described above are intended to provide for full and timely payment of scheduled principal and interest on the storm recovery bonds and all other components of the PPR. If the amount of storm recovery charges remitted to the general subaccount is insufficient to make all scheduled payments of principal and interest on the storm recovery bonds and to make payment on all of the other components of the PPR, the capital subaccount will be drawn down to make those payments. Any reduction or deficiency in the capital subaccount due to such withdrawals must be replenished to the capital subaccount on a periodic basis through the true-up process. In addition to the foregoing, there may be such additional accounts and subaccounts as are necessary to segregate amounts received from various sources, or to be used for specified purposes. Such accounts will be administered and utilized as set forth in the servicing agreement and the indenture. Upon the payment of all storm recovery bonds and the discharge of all obligations, including all financing costs in respect thereof, remaining amounts in the collection account, other than amounts that were in the capital subaccount, will be released to the SPE and equivalent amounts will be credited by ENO to customers consistent with Ordering Paragraph 31.

2. The use of a collection account and its subaccounts in the manner proposed by ENO is reasonable, will lower risks associated with the securitization and thus lower the costs to customers, and should, therefore, be approved.

9. Storm Recovery Charges-Imposition and Collection and Nonbypassability

1. ENO seeks authorization to impose on and to collect from its electric customers, storm recovery charges in an amount sufficient to provide for the timely recovery of its costs approved in this Financing Order (including payment of principal and interest on the storm recovery bonds and financing costs related to the storm recovery bonds). ENO seeks to impose and collect the storm recovery charges until the storm recovery bonds issued pursuant to this Financing Order are paid in full and all financing costs of the bonds have been recovered in full. The term of the storm recovery bonds will be consistent with Findings of Fact Paragraph 58.

2. Storm recovery charges collected pursuant to Securitized Storm Cost Recovery Rider SSCR (“Rider SSCR”) and the Rider SSCO offsets to revenue will be combined and separately identified on bills. The calculation of the SSCO offset will in no way affect the calculation and collection of the SSCR charge. The servicer shall send a written statement at least annually to all customers as provided in Ordering Paragraph 21. ENO will work with the Council Utility Advisors to develop the appropriate language for and timing of these annual bill inserts.

3. If any customer does not pay the full amount of any bill to ENO, the amount paid by the customer will be applied in the following order of priority based on the chronological order of billing: first, to any amounts due with respect to customer deposits; second, to all service charges of ENO on the bill (which does not include storm recovery charges); third, to all storm recovery charges pursuant to this Financing Order; and fourth, to additional pledges billed to the customer. If there is more than one owner of storm recovery property, or if the sole or any owner of storm recovery property (or pledgee or pledgees) has issued multiple issuances of bonds, such partial collections representing storm recovery charges shall be allocated among such owners (or pledgee or pledgees), and among such issuances of storm recovery bonds, pro-rata based upon the amounts billed with respect to each issuance of storm recovery bonds, provided that late fees and charges may be allocated to the servicer as provided in the tariff. The foregoing allocations will facilitate a proper balance between the competing claims to this source of revenue in an equitable manner.

4. ENO, acting as servicer, and any subsequent servicer, will collect storm recovery charges from all Customers.  ENO has proposed that storm recovery charges shall not apply to: (a) customers who completely discontinue all service from ENO and who do not (i) initiate new self‑generation projects after June 1, 2015 unless such self-generation is net metered, or (ii) otherwise purchase or acquire power from a third party, including but not limited to an affiliate of the customer, unless customer takes net metering service; (b) customer load reductions for reasons other than self‑generation or the purchase or acquisition of power from a third party, including but not limited to an affiliate of the customer; (c) load served by self‑generation projects for which the customer had made a clear, substantial and irrevocable financial commitment prior to June 1, 2015, to install such self‑generation unless such self-generation is net metered; (d) that portion of new load that comes on‑line after June 1, 2015, due to a plant expansion project(s) and that is served by new self‑generation unless such self-generation is net metered; and (e) that portion of new load created after June 1, 2015, by new plant(s) constructed in Louisiana that is served by new self‑generation unless such self-generation is net metered.  Storm recovery charges shall be nonbypassable for customers who

initiate new self‑generation projects after June 1, 2015, regardless of type of generation to serve load that is being served by ENO as of such date.  Storm recovery charges for any such customer who had not made a clear, substantial and irrevocable financial commitment prior to June 1, 2015, to proceed with installing self‑generation unless such self-generation is net metered shall be based on the customer’s billing determinants for the twelve months ending three months prior to the commercial in‑service date of the new self‑generation facility (“the base period”).  In such event, the storm recovery charges shall not apply to that portion of stand‑by or maintenance power obtained for the load served by the new self‑generation unless such self-generation is net metered; however, storm recovery charges shall apply to all stand‑by or maintenance power obtained for load served by new self‑generation pursuant to sections (c), (d) and (e) above  Storm recovery charges will be applied to Customers with self-generation that is net metered excluding any portion of customer’s monthly usage that is met with self-generation that is not otherwise reflected on the net meter. The Council finds that such nonbypassability provisions are appropriate to ensure an equitable allocation of storm recovery costs among customers and to secure the desired highest rating for the storm recovery bonds.

5. Pursuant to Section 1227(15) and other legal authority, the Council herein provides that, in the event that there is a fundamental change in the manner of regulation of public utilities, which allows third parties other than the servicer to bill and collect storm recovery charges, the storm recovery charge shall be billed, collected and remitted to the servicer in a manner that will not cause any of the then current credit ratings of the storm recovery bonds to be suspended, withdrawn or downgraded.

6. ENO’s proposal related to imposition and collection of storm recovery charges is reasonable and is necessary to ensure collection of storm recovery charges sufficient to support recovery of the costs approved in this Financing Order and should be approved. It is reasonable to approve the forms of Rider SSCR and Rider SSCO attached in Appendix B to this Financing Order and require that these tariff provisions be filed before any storm recovery bonds are issued pursuant to this Financing Order. The storm recovery charges imposed by this Financing Order are irrevocable, binding and nonbypassable charges (to the extent provided in Act 64 and this Financing Order).

10. Periodic Payment Requirements

1. The PPR is the required periodic payment for a given period under the storm recovery bonds. As to be more fully specified in the bond documents, each PPR includes: (a) the principal amortization of the storm recovery bonds in accordance with the expected amortization

schedule (including deficiencies of previously-scheduled principal for any reason); (b) periodic interest on the storm recovery bonds (including any accrued and unpaid interest); and (c) ongoing financing costs consisting of, without limitation, any necessary replenishment of the capital subaccount, the servicing fee, rating agencies’ fees, trustee fees, legal and accounting fees, other ongoing fees and expenses, and the costs, if any, of maintaining any credit enhancements. The initial PPR for the storm recovery bonds issued pursuant to this Financing Order should be updated in the Issuance Advice Letter.

2. The PBR represents the aggregate dollar amount of storm recovery charges that must be billed during a given period so that the storm recovery charge collections will be sufficient to meet the PPR for that period based upon: (i) forecast usage data for the period; (ii) forecast uncollectibles for the period; (iii) forecast lags in collection of billed storm recovery charges for the period; and (iv) projected collections of storm recovery charges pending the implementation of the true-up adjustment.

3. ENO’s proposed allocation methodology, as described in the Supplemental Testimony of Mr. Gillam, is appropriate and should be approved.

11. Calculation and True-Up of Storm Recovery Charges

1. Consistent with Section 1228(C)(4), the servicer of the storm recovery bonds will make mandatory semi-annual adjustments (i.e.,every six months, except for the first true-up adjustment period, which may be longer or shorter than six months, but in any event no more than nine months) to the storm recovery charges to:

(a) correct any under-collections or over-collections (both actual and projected), for any reason, during the period preceding the next true-up adjustment date; and

(b) to ensure the projected recovery of amounts sufficient to provide timely payment of the scheduled principal of and interest on the storm recovery bonds and all other financing costs (including any necessary replenishment of the capital subaccount) during the subsequent 12-month period (or in the case of quarterly true-up adjustments described below, the period ending the next bond payment date).

However, to the extent any storm recovery bonds remain outstanding after the scheduled maturity date of the last bond tranche or class, mandatory true-up adjustments shall be made quarterly until all bonds and associated costs are paid in full. The Council Utility Advisors will have 15 days after the date of the true-up filing in which to confirm the mathematical accuracy of the servicer’s adjustment, after which the charge will become effective. The form of true-up notice is attached as Appendix D to this Financing Order.

2. True-up filings will be based upon the cumulative differences, regardless of the reason, between the PPR (including scheduled principal and interest payments on the storm recovery bonds and ongoing financing costs) and the amount of storm recovery charge remittances to the indenture trustee. True-up procedures are necessary to ensure full recovery of amounts sufficient to meet on a timely basis the PPR over the scheduled life of the storm recovery bonds. In order to assure adequate storm recovery charge revenues to fund the PPR and to avoid large over-collections and under-collections over time, the servicer will reconcile the storm recovery charges using ENO’s most recent forecast of usage, demand and base rate revenues and estimates of financing costs. The calculation of the storm recovery charges will also reflect both a projection of uncollectible storm recovery charges and a projection of payment lags between the billing and collection of storm recovery charges based upon the servicer’s most recent experience regarding collection of storm recovery charges.

3. The servicer will calculate the initial storm recovery charges and will make true-up adjustments in the following manner:

The forecasted base rate revenue will be determined for the upcoming SSCR Revenue Period by projecting the total forecasted kWh, based upon the most recent calendar year of actual customer information, and converting the forecasted kWh to base rate revenues for the next SSCR Revenue Period.

Five months prior to each PPR due date, the servicer will make reconciliation true-up adjustments in the following manner:

(a) determine the SSCR Charges from the current SSCR Period to date;

(b) subtract the result from step (a) from the current PPR to determine the SSCR Charges that will be collected for the remainder of the SSCR Revenue Period;

(c) add any under-over-collections from the previous SSCR Period to the result in step (b) and then adjust the result for uncollectibles to develop the PBR;

(d) divide the PBR amount calculated in step (c) by the forecasted base rate revenue for the remaining months in the SSCR Revenue Period to determine the first SSCR rate;

(e) add the amount calculated in step (a), the SSCR Charges from the current SSCR Period to date, to the remaining estimated SSCR Charges for the current SSCR period and the estimated SSCR Charges for the next SSCR Revenue Period;

(f) add the current PPR to the next PPR and take that sum and subtract (e), the estimated SSCR Charges for both PBR Periods;

(g) add the result from step (f) to the next PPR, and add any under-over-collections from the previous SSCR Period to the PPR (this is the total amount to be collected to meet the next two PPRs);

(h) adjust the result in step (g) for uncollectibles to develop the PBR;

(i) divide the PBR amount calculated in step (h) by the forecasted base rate revenue from the next SSCR Revenue Period to determine the second SSCR Rate;

(j) compare the SSCR Rate from step (i) to the SSCR Rate from step (d) and select the highest rate to create the SSCR Rate; and

(k) file this adjusted SSCR Rate with the Council not less than 15 days prior to the proposed effective date.

Definitions:

SSCR - Securitized Storm Cost Recovery.

SSCR Rate - SSCR Rate is expressed in the form of a percent applied to base rate revenue, as set forth in the applicable tariff. The SSCR Rate is applied to the base rate revenue of the end‑use customers served on a given rate schedule to collect the Periodic Billing Requirement.

SSCR Charge(s) - Amounts billed to a customer by ENO. It is calculated by multiplying the applicable SSCR Rate by the base rate revenues to collect the charges related to the storm recovery bonds issued pursuant to this Financing Order.

SSCR Period - Time period during which the current SSCR Rate is in effect.

• SSCR Revenue Period - Time period of revenue used to calculate the SSCR Rate.

• PBR Period - The time period to recover a PBR.

4. The method for calculating the storm recovery charges is illustrated in Appendix B.

5. The servicer may also make interim true-up adjustments more frequently at any time during the term of the storm recovery bonds: (i) if the servicer forecasts that storm recovery charge collections will be insufficient to make on a timely basis all scheduled payments of principal, interest and other financing costs in respect of the storm recovery bonds during the current or next succeeding payment period and/or (ii) to replenish any draws upon the capital subaccount. Each such interim true-up shall use the methodology identified in Findings of Fact Paragraphs 77 to 80 applicable to the semi-annual true-up.

6. Semi-annual and quarterly true-up adjustments, if necessary, shall be filed not less than 15 days prior to the first billing cycle of the month in which the revised storm recovery charges will be in effect.

12. Additional True-Up Provisions

1. The true-up adjustment filing will set forth the servicer’s calculation of the true-up adjustment to the storm recovery charges. The Council Utility Advisors will have 15 days after the date of a true-up adjustment filing in which to confirm the mathematical accuracy of the servicer’s adjustment, after which the charge will become effective. Any true-up adjustment filed with the Council will be effective on its proposed effective date, which shall be not less than 15 days after filing. Any necessary corrections to the true-up adjustment, due to mathematical errors in the calculation of such adjustment or otherwise, will be made in future true-up adjustment filings. No error by the servicer shall affect the validity of any true-up adjustment.

2. The true-up mechanism described in this Financing Order and contemplated by Appendix D to this Financing Order is reasonable and will reduce risks related to the storm recovery bonds, resulting in lower storm recovery charges and greater benefits to customers and should be approved.

3. The servicer shall request Council approval of an amendment to the true-up mechanism described herein-a Non-Standard True-Up (under such procedures as shall be proposed by the servicer and approved by the Council at the time)-that it deems necessary or appropriate to address any material deviations between storm recovery charge collections and the PPR. No such change shall cause any of the then-current credit ratings of the storm recovery bonds to be suspended, withdrawn or downgraded.

13. Council Participation and Designee

1. The Council’s Designee, the Council Utility Advisors, and Council Incremental Financial Advisors must be allowed to see and have input roles in the documentary process; participation in the selection of underwriters and their counsel, the trustee and its counsel; participation in the rating agency process; and participation in the transactional aspects relating to the structuring, marketing and pricing of the storm recovery bonds, including advance planning and strategy sessions, road-shows, and marketing presentations. In order to facilitate this involvement, ENO shall agree to provide for the timely flow of information and updates, hold periodic update meetings and/or conference calls, provide periodic reports from underwriters, and answer requests for confirmatory information and data. The Council Utility Advisors will cooperate with ENO and its advisors to assure that the Council’s actions are consistent with all applicable federal securities laws.

14. Storm Recovery Bond Transaction Structure

1. ENO has proposed a transaction structure that is expected to include (but is not limited to):

(a) the use of the SPE as issuer of the storm recovery bonds, limiting the risks to bondholders of any adverse impact resulting from a bankruptcy proceeding of its parent or any affiliate;

(b) the right to impose and collect storm recovery charges that are nonbypassable (as described in this Financing Order) and which must be trued-up at least semi-annually, and more frequently under certain circumstances, in order to ensure projected recovery of amounts sufficient to provide timely payment of all financing costs;

(c) additional collateral in the form of a collection account, which includes a capital subaccount funded in cash in an amount equal to not less than 0.50% of the original principal amount of the storm recovery bonds, and other subaccounts resulting in greater certainty of payment of interest and principal to investors, all of which are consistent with the IRS requirements to assure the desired federal income tax treatment for the storm recovery bond transaction;

(d) protection of the holders of storm recovery bonds against potential defaults by any servicer that is responsible for billing and collecting the storm recovery charges from existing or future customers;

(e) the treatment for federal income tax purposes to include: (i) the transfer of the rights under this Financing Order to the SPE not resulting in gross income to ENO, and the future revenues under the storm recovery charges being included in ENO’s gross income under its usual method of accounting, (ii) the issuance of the storm recovery bonds and the transfer of the proceeds of the storm recovery bonds to ENO not resulting in gross income to ENO, and (iii) the storm recovery bonds constituting borrowings of ENO;

(f) the storm recovery bonds will be marketed using proven underwriting and marketing processes, through which market conditions and investors’ preferences, with regard to the timing of the issuance, the terms and conditions, related maturities, interest rate prices and other aspects of the structuring and pricing will be determined, evaluated and factored into the structuring and pricing of the storm recovery bonds;

(g) a scheduled final maturity of the last tranche of storm recovery bonds that is not expected to exceed 10 years from the date of issuance of the storm recovery bonds (although the legal final maturity of the storm recovery bonds may extend to 12 years from the date of issuance of the storm recovery bonds);

(h) substantially level total annual payment requirements, assuming various assumptions and forecasts are realized, subject to rating agency requirements and the operation of the true-up mechanism; and

(i) participation of Council Utility Advisors and Council Incremental Financial Advisors in review of all related financing documents and the structuring, marketing and pricing of the storm recovery bonds.

2. ENO’s proposed transaction structure is consistent with Act 64 and necessary to enable the storm recovery bonds to obtain the highest possible bond credit rating and lower costs to customers.

D. Use of Proceeds

1. Upon the issuance of storm recovery bonds, the SPE will use the net proceeds from the sale of the bonds (after payment of upfront financing costs payable by the SPE) to pay to ENO the purchase price of ENO’s rights under this Financing Order (except the ENO Retained Rights), which are storm recovery property.

2. The net proceeds from the sale of the storm recovery property (after payment of upfront financing costs payable by ENO) will be used by ENO as reimbursement for storm recovery costs and replenishment and funding of storm recovery reserves. The storm recovery bond proceeds will be used to fund a second, non-affiliated, restricted escrow account separate from ENO’s pre-existing storm reserve fund. The escrow agreement is attached hereto as Appendix E.

3. The use of proceeds from the sale of the bonds in violation of this Financing Order shall subject ENO to proceedings pursuant to applicable law, orders and the rules and regulations of the Council but shall not be grounds to rescind, alter, modify or amend this Financing Order and shall not affect the validity, finality and irrevocability of this Financing Order or the storm recovery property irrevocably created hereby or the approvals of the transactions by the Designee granted by authority of this Financing Order.

IV. CONCLUSIONS OF LAW

A. Jurisdiction

1. ENO is an electric utility as defined in 45:1227(4).

2. ENO is entitled to file, and the Securitization Application constitutes, an application for a financing order pursuant to Section 1228(A). The Securitization Application complies with the requirement in Resolution R-15-17 that ENO file an application seeking to securitize the “Securitized Amount” approved in that Resolution.

3. The Council has jurisdiction and authority over ENO’s Securitization Application pursuant to Section 3-130 of the Home Rule Charter of the City of New Orleans, as authorized and permitted under

Article IV, Section 21(C) and Article VI, Sections 4 through 6 of the Constitution of the State of Louisiana, Sections 1227(3), 1228(B) and 1236 of Act 64, and other applicable law.

4. The Council has authority to approve this Financing Order under Section 1228(B) and the Council’s plenary power and exclusive regulatory and rate making authority over ENO under the Home Rule Charter and the Constitution of the State of Louisiana.

B. Statutory Requirements

1. Notice of ENO’s Securitization Application was provided in compliance with the Code of Ordinances for the City of New Orleans, Part II, Ch. 158, Art. II, Div. 2 Section 158-92.

2. The transaction structure proposed by ENO is consistent with Act 64.

3. The proceeds of the storm recovery bonds approved in this Financing Order will be used to reimburse the Council-approved storm recovery costs, and financing costs, pursuant to Section 1227(5), (14), and (16). Pursuant to Section 1228(A), the proceeds may not be used for any other purpose. The use of proceeds from the sale of the bonds in violation of this Financing Order shall subject ENO to proceedings pursuant to applicable statutes, orders and the rules and regulations of the Council but shall not be grounds to rescind, alter, modify or amend this Financing Order and shall not affect the validity, finality and irrevocability of this Financing Order, or the storm recovery property irrevocably created hereby or the approvals of the transactions by the Designee granted by authority of this Financing Order.

4. This Financing Order meets the requirements for a financing order under Act 64.

5. Pursuant to Section 1228(C)(8), this Financing Order will remain in full force and effect and unabated notwithstanding the reorganization, bankruptcy or other insolvency proceedings, or merger or sale of ENO, its successors, or assignees.

C. Storm Recovery Costs and Financing Costs

1. The storm recovery costs, including carrying costs, in the amount of $88.5 million identified in Resolution R-15-17 constitute storm recovery costs under Act 64 and are eligible for recovery.

2. The storm recovery costs include carrying costs, which are reasonable and constitute storm recovery costs under Act 64 and are eligible for recovery.

3. The upfront financing costs described in the testimony and estimated in Appendix C, plus the cost of credit enhancements and other mechanisms designed to promote the credit quality and marketability of the storm recovery bonds, if any, are reasonable and eligible for recovery under this Financing Order.

4. The ongoing financing costs described in the testimony and estimated in Appendix C are reasonable and eligible for recovery under this Financing Order.

5. The SPE will be an assignee as defined by Section 1227(2) when storm recovery property is transferred to the SPE pursuant to Section 1228(D)(3).

6. The issuer, the holders of storm recovery bonds, the indenture trustee, and any collateral agent will each be a “financing party” as defined in Section 1227(7).

D. Sale of Storm Recovery Property

1. The transfer of the storm recovery property to the SPE by ENO complies with Section 1228(C)(3).

2. If and when ENO transfers its rights under this Financing Order (other than the Retained Rights) to the SPE under an agreement that expressly states that the transfer is a sale or other absolute transfer in accordance with the true-sale provisions of Section 1230, then, pursuant to that statutory provision, that transfer shall be a true sale of an interest in storm recovery property and not a security interest in the transferor’s right, title, and interest in, to, and under the storm recovery property. As provided by Section 1230, this true sale shall apply regardless of whether, and without limitation, the purchaser has any recourse against the seller, Except, pursuant to Section 1230(2)(c), that no recourse against the transferor shall result from the inability or failure of customers to timely pay the storm recovery charges. or any other term of the parties’ agreement, including the seller’s retention of a partial or residual interest in the storm recovery property, ENO’s role as the collector of storm recovery charges relating to the storm recovery property, or the treatment of the transfer as a financing for tax, financial reporting, or other purposes.

3. As provided in Section 1230(6), the priority of a sale of storm recovery property under Act 64 is not impaired by any later modification of the Financing Order or storm recovery property or by the commingling of funds arising from storm recovery property with other funds. Further, storm recovery property that has been transferred to an assignee or financing party, and any proceeds of that property, will be held for and delivered to the assignee or financing party by ENO or any other servicer as a mandatary and fiduciary.

E. Storm Recovery Bonds

1. The SPE may issue bonds in accordance with this Financing Order.

2. The storm recovery bonds issued pursuant to this Financing Order will be “storm recovery bonds” within the meaning of Section 1227(14), and the storm recovery bonds and holders thereof will be entitled to all of the protections provided under Act 64.

3. As provided in Section 1229(F), if ENO defaults on any required payment of charges arising from storm recovery property specified in a financing order, the district court of the domicile of this Council, upon application by an interested party, and without limiting any other remedies available to the applying party, shall order the sequestration and payment of the revenues arising from the storm recovery property to the financing parties or their representatives. Any such order shall remain in

full force and effect notwithstanding any reorganization, bankruptcy, or other insolvency proceedings with respect to the electric utility or its successors or assignees.

4. As provided in Section 1233, storm recovery bonds are not a debt or a general obligation of the state or any of its political subdivisions, agencies, or instrumentalities and are not a charge on their full faith and credit. An issue of storm recovery bonds does not, directly or indirectly or contingently, obligate the state or any agency, political subdivision, or instrumentality of the state to levy any tax or make any appropriation for payment of the bonds, other than for paying storm recovery charges in their capacity as electric customers of ENO.

5. As provided in Section 1227(14), the storm recovery bonds shall be nonrecourse to the credit or any assets of ENO other than the storm recovery property as specified in this Financing Order and any rights under any ancillary agreement.

F. Storm Recovery Property

1. The storm recovery property created by this Financing Order is “storm recovery property” within the meaning of Section 1227(17). As provided in Section 1229(A), the storm recovery property created by this Financing Order constitutes an existing, present contract right constituting an individualized, separate incorporeal movable susceptible of ownership, sale, assignment, transfer, and security interest, including without limitation for purposes of contracts concerning the sale of property and security interests in property, notwithstanding that the value of the property and the imposition and collection of storm recovery charges depends on future acts such as ENO performing its servicing functions relating to the collection of storm recovery charges and on future electricity consumption. Such property shall exist whether or not the revenues or proceeds arising from the property have been billed, have accrued, or have been collected and notwithstanding the fact that the value or amount of the property is or may be dependent on the future provision of service to customers by ENO or its successors or assignees and the future consumption by customers of electricity.

2. As provided in Section 1229(D), the description of this storm recovery property in any contract is only sufficient if such description refers to this Financing Order and such contract states that it covers all or part of the storm recovery property described in this Financing Order.

3. All revenues and collections resulting from the storm recovery charges will constitute proceeds only of the storm recovery property arising from this Financing Order, in accordance with Section 1231(A).

4. Pursuant to Section  1230(3), the storm recovery property created by this Financing Order as of this Financing Order’s effective date is incorporeal movable property in the form of a vested contract right.

5. The rights and interests of ENO or its successor, transferred to the SPE in the Storm Recovery Property Sale Agreement and the related Bill of Sale, including the right to impose, bill, and collect storm recovery charges is storm recovery property.

6. As provided in Section 1229(G), the interest of an assignee or secured party in storm recovery property is not subject to setoff, counterclaim, surcharge, or defense by ENO or any other person or in connection with the reorganization, bankruptcy or other insolvency of ENO or any other entity.

G. Storm Recovery Charges

1. Amounts that are required to be paid to the servicer as storm recovery charges under this Financing Order or the tariffs approved hereby are “storm recovery charges” as defined in Section 1227(15), whether or not such charges are set out as a separate line item on the customer’s bill. When customers pay the storm recovery charges, they are paying for the use of electric service. The storm recovery charges under this Financing Order are irrevocable, binding and nonbypassable charges.

2. The specification of the time period over which charges may be imposed and collected in Findings of Fact Paragraph 68 and the specification of the maximum legal final maturity for the storm recovery bonds in Ordering Paragraph 35 satisfies Section 1228(C)(1).

3. Any payment of storm recovery charges by a customer to ENO, as servicer, or to another entity responsible for collecting storm recovery charges from customers under this Financing Order or the tariffs approved hereunder, will discharge the customer’s obligations in respect of that payment.

4. The allocation of partial payments proposed in Findings of Fact Paragraph 70 satisfies Section 1228(C)(6).

5. ENO, as servicer, will collect the storm recovery charges associated with the storm recovery property only for the benefit of the holders of the storm recovery bonds in accordance with the servicing agreement.

H. Security Interest in Storm Recovery Property

1. Pursuant to Section 1229(C), the storm recovery property may be encumbered by a security interest to secure storm recovery bonds issued pursuant to this Financing Order.

2. As provided in Section 1231(C), a valid and enforceable security interest in favor of the bondholders or a trustee on their behalf attaches after: (1) this Financing Order is issued, (2) a security agreement with a financing party in connection with the issuance of storm recovery bonds is executed and delivered, and (3) value for the storm recovery bonds is received.

3. As provided in Section 1231(D), a security interest in storm recovery property is perfected only if it has attached and a financing statement indicating the storm recovery property collateral covered thereby has been filed in accordance with the Louisiana Uniform Commercial Code. The filing of

such a financing statement shall be the only method of perfecting a lien or security interest on storm recovery property.

4. The priority of a security interest perfected under Act 64 is not defeated or impaired by any later modification of the Financing Order or storm recovery property or by the commingling of funds arising from storm recovery property with other funds.

I. True-Up of Storm Recovery Charges

1. The methodology approved in this Financing Order and contemplated by Appendix D to calculate and adjust the storm recovery charges constitutes a true-up mechanism which satisfies Section 1228(C)(4).

2. The allocation methodology approved in this Financing Order and appended in Appendix B is appropriate.

3. The true-up mechanism, and all other obligations of the State of Louisiana and the Council set forth in this Financing Order, are direct, explicit, irrevocable and unconditional upon issuance of the storm recovery bonds and are legally enforceable against the State of Louisiana and the Council.

J. Irrevocability and State and Council Pledges

1. Pursuant to Section 1234 of Act 64, the State of Louisiana has pledged to and agreed with the bondholders, the owners of the storm recovery property, and other financing parties that the State will not:

(1) alter the provisions of Act 64 which authorize the Council to create a contract right by the issuance of this Financing Order, to create storm recovery property, and to make the storm recovery charges imposed by a financing order irrevocable, binding, and nonbypassable charges;

(2) take or permit any action that impairs or would impair the value of the storm recovery property created pursuant to this financing order; or

(3) except for adjustments under any true-up mechanism established by the Council, reduce, alter, or impair storm recovery charges that are to be imposed, collected, and remitted for the benefit of the bondholders and other financing parties, as applicable, until any and all principal, interest, premium, financing costs and other fees, expenses, or charges incurred, and any contracts to be performed, in connection with the storm recovery bonds have been paid and performed in full. Nothing in this paragraph shall preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges collected pursuant to this Financing Order and full protection of the bondholders and any assignee or financing party.

2. Pursuant to Section 1228(C)(5), the Council provides and pledges that after the earlier of the transfer of storm recovery property to an assignee or the issuance of storm recovery bonds authorized by this Financing Order, this Financing Order is irrevocable until the indefeasible (i.e., not voidable) payment in full of the storm recovery bonds and the financing costs. Except in connection with a refinancing or refunding as described in Section 1228(F), or to implement any true-up mechanism adopted by the Council as described in Section 1228(C)(4), the Council may not amend, modify, or terminate this Financing Order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in this Financing Order, provided that nothing shall preclude limitation or alteration if and when full compensation is made for the full protection of the storm recovery charges collected pursuant to this Financing Order and the full protection of the bondholders and any assignee or financing party.

3. The SPE has the continuing irrevocable right at the request of ENO to cause the issuance of storm recovery bonds consisting of one or more tranches in accordance with this Financing Order for an effective period commencing with the date of this Financing Order and extending 24 months following the latest of (i) the date on which this Financing Order becomes final and not appealable or (ii) the date on which any other regulatory approvals necessary to issue the storm recovery bonds are obtained and not appealable.

4. All matters required to be addressed by the Council’s Home Rule Charter have been satisfied. Further, all regulatory approvals within the jurisdiction of the Council that are necessary for the financing of the storm recovery charges associated with the costs that are the subject of the Securitization Application, and all related transactions contemplated in the Securitization Application, have been granted.

V. ORDERING PARAGRAPHS

Based upon the record, the Findings of Fact and Conclusions of Law set forth herein, and for the reasons stated above, this Council orders:

A. Approval

1. Approval of Securitization Application. The Securitization Application of ENO for the issuance of a financing order under Act 64 is approved, except as specifically modified in this Financing Order.

2. Authority to Finance and Issue Storm Recovery Bonds. ENO is authorized to securitize and to cause the issuance of storm recovery bonds with an aggregate principal amount equal to the sum of approximately: (a)  $31.7 million of storm recovery costs pursuant to Resolution R-15-17, which includes carrying costs through June 30, 2015, plus (b) the costs of funding and replenishing its storm recovery reserves in the amount of $63.9 million in a restricted escrow account, plus (c) upfront financing costs, which are set (for purposes of calculating the aggregate principal amount) at $3.4

million but which will be reviewed in accordance with Ordering Paragraph 3, plus the cost of credit enhancements and other mechanisms designed to promote the credit quality and marketability of the storm recovery bonds, if any, plus or minus (d) any adjustment, pursuant to the Issuance Advice Letter, to reflect any change in carrying costs necessary to account for the number of days either less than or greater than assumed in the calculation based on the projected issuance date for the storm recovery bonds of June 30, 2015.See Exhibit PBG-2 to the Supplemental Direct Testimony of Mr. Gillam for the calculation of carrying costs. The final total principal amount of the storm recovery bonds shall be established as provided in Ordering Paragraph 25.

3. Authority to Adjust for Upfront Financing Costs. Within 90 days of the issuance of the storm recovery bonds, ENO will submit to the Council a final accounting of its upfront financing costs. If the actual upfront financing costs are less than the upfront financing costs included in the principal amount financed, the PBR for the first semi-annual true-up adjustment shall be reduced by the amount of such unused funds (together with income earned thereon through investment by the trustee in eligible investments) and such unused funds (together with income earned thereon through investment by the trustee in eligible investments) shall be available for payment of debt service on the bond payment date next succeeding such true-up adjustment. If the actual upfront financing costs are more than the upfront financing costs included in the principal amount securitized, the Company is authorized to recover the additional upfront financing costs through Rider SSCO.

4. Recovery of Storm Recovery Charges. ENO shall impose the storm recovery charges on, and the servicer shall collect the storm recovery charges from, all Customers (except to the limited extent expressly provided in Ordering Paragraph 15), even if the customer elects to purchase electricity from an alternative supplier including as a result of a fundamental change in the manner of regulation of public utilities in Louisiana. In the event that there is a fundamental change in the manner of regulation of public utilities, and parties other than the servicer are authorized to bill and collect the storm recovery charges, the storm recovery charges shall be billed, collected and remitted to the servicer in a manner that will not cause any of the then current credit ratings of the storm recovery bonds to be suspended, withdrawn or downgraded.

5. Recovery Period for Storm Recovery Charges. The storm recovery charges shall become effective as provided in Ordering Paragraph 9 and thereafter shall be imposed and collected until the storm recovery bonds issued pursuant to this Financing Order and all financing costs have been paid in full (which period of imposition and collection if necessary may extend beyond the legal final maturity dates of the storm recovery bonds). The term of the storm recovery bonds will be consistent with Ordering Paragraph 35.

6. Issuance Advice Letter. ENO shall submit a draft Issuance Advice Letter to the Council, substantially in the form of Appendix A to this Financing Order, for review no later than two weeks prior to the expected date of the initial marketing of the storm recovery bonds. Within one week after receipt of the draft Issuance Advice Letter, the Council Utility Advisors shall provide ENO comments and recommendations regarding the adequacy of the information provided. Within not more than two business days before pricing the storm recovery bonds, ENO shall submit an updated draft Issuance Advice Letter, substantially in the form of Appendix A to this Financing Order, reflecting then current information and calculations. Within two business days after pricing of the storm recovery bonds and prior to issuance of the storm recovery bonds, ENO shall file with the Council a final Issuance Advice Letter substantially in the form of Appendix A to this Financing Order. As part of the Issuance Advice Letter, ENO, through an officer of ENO, shall provide a certification in the form provided in the Issuance Advice Letter approved by the Council, and the bookrunning underwriter shall provide a certification in the form of Attachment 5 to the Issuance Advice Letter. The Issuance Advice Letter shall be completed and evidence the actual dollar amount of the initial storm recovery charges and other information specific to the storm recovery bonds to be issued, as set forth in Appendix A.

7. Designee Approval of Issuance Advice Letter. Within one business day of receipt of the Issuance Advice Letter, the Designee shall either (a) approve the transaction by executing a Concurrence, and delivering a copy to ENO, which Concurrence shall (i) evidence the final, binding and irrevocable approval by the Council of the structure, terms and pricing of the storm recovery bonds and all related documents and security as consistent with the criteria established in the Financing Order, and (ii) confirm the mathematical accuracy of the calculations in the Issuance Advice Letter; or (b) reject the Issuance Advice Letter and state the reasons therefore. The Designee shall approve the transaction using the form of Concurrence attached as Attachment 6 to the Issuance Advice Letter. A change in market conditions from the date and time of the actual pricing of the storm recovery bonds shall not constitute grounds for rejecting the Issuance Advice Letter.

8. Council Designee. The Council determines that the Council Chief of Staff, or in her/his unavailability, Chair of the Council Utility, Cable, Telecommunications and Technology Committee, should be the Council’s Designee under this Financing Order. In the event of their unavailability or incapacity, the Council President shall designate in writing a substitute Designee. The Designee shall act in accordance with the terms of this Financing Order.

9. Approval of Initial Storm Recovery Charges. The initial storm recovery charges, as set forth in the Issuance Advice Letter, shall be billed beginning on the first day of the billing cycle of the next ENO revenue month following the date of issuance of the storm recovery bonds (which date of issuance shall not occur prior to the third business day after pricing of the storm recovery bonds).

10. Approval of Tariff. The Forms of Tariffs (Rider SSCR and Rider SSCO) attached in Appendix B to this order are approved. Prior to the issuance of any storm recovery bonds under this Financing Order, ENO shall file tariffs that conform to the forms in Appendix B attached to this Financing Order.

11. Creation of Storm Recovery Property. Subject to Ordering Paragraph 54, storm recovery property within the meaning of Section 1227(17) is hereby created in favor of ENO as described in Conclusions of Law Paragraph 24, Findings of Fact Paragraphs 47 to 50, and elsewhere in this Financing Order. This storm recovery property includes without limitation the irrevocable right to impose, bill, charge, collect, and receive the storm recovery charges authorized by this Financing Order and to obtain periodic adjustments to such charges as provided in this Financing Order, but excludes the ENO Retained Rights.

B. Storm Recovery Charges

1. Imposition and Collection. ENO is authorized to impose on, and the servicer is authorized to collect from, all Customers (except to the limited extent expressly provided in Ordering Paragraph 15) storm recovery charges in an amount sufficient at all times to provide for the recovery of the aggregate Periodic Payment Requirements (including payment of scheduled principal and interest on the storm recovery bonds), as approved in this Financing Order. The initial amount of such storm recovery charges shall be as set forth in the Issuance Advice Letter of ENO, calculated in the manner required by this Financing Order. Thereafter, the amount of such storm recovery charges shall be periodically corrected or “trued-up,” as required or permitted by this Financing Order. The storm recovery charges related to storm recovery bonds shall be imposed and collected until all storm recovery bonds and all financing costs have been paid in full.

2. Allocation of Payment Responsibility. The method of allocating the payment requirements for the storm recovery bonds and financing costs is approved as detailed in Appendix B and referenced in Findings of Fact Paragraph 76.

3. Bondholder’s Rights and Remedies. Upon the transfer by ENO of the storm recovery property to the SPE and the SPE’s pledge of such property to the indenture trustee, the bondholders shall have as collateral all of the rights of ENO with respect to such storm recovery property pledged under such documents, including, without limitation, the right to exercise any and all rights and remedies with respect thereto, including the right, subject to the terms of the servicing agreement, to assess and collect any amounts payable by any customer in respect of the storm recovery property.

4. Nonbypassability. ENO and any other entity providing electric transmission or distribution services are required to collect and must remit, consistent with this Financing Order, the storm recovery charges from all Customers, except as provided in the next sentence. Storm recovery charges shall

not apply to: (a) customers who completely discontinue all service from ENO and who do not (i) initiate new self‑generation projects after June 1, 2015 unless such self-generation is net metered, or (ii) otherwise purchase or acquire power from a third party, including but not limited to an affiliate of the customer, unless customer takes net metering service; (b) customer load reductions for reasons other than self‑generation or the purchase or acquisition of power from a third party, including but not limited to an affiliate of the customer; (c) load served by self‑generation projects for which the customer had made a clear, substantial and irrevocable financial commitment prior to June 1, 2015, to install such self‑generation unless such self-generation is net metered; (d) that portion of new load that comes on‑line after June 1, 2015, due to a plant expansion project(s) and that is served by new self‑generation unless such self-generation is net metered; and (e) that portion of new load created after June 1, 2015, by new plant(s) constructed in Louisiana that is served by new self‑generation unless such self-generation is net metered.  Storm recovery charges shall be nonbypassable for customers who initiate new self‑generation projects after June 1, 2015, regardless of type of generation to serve load that is being served by ENO as of such date.  Storm recovery charges for any such customer who had not made a clear, substantial and irrevocable financial commitment prior to June 1, 2015, to proceed with installing self‑generation unless such self-generation is net metered shall be based on the customer’s billing determinants for the twelve months ending three months prior to the commercial in‑service date of the new self‑generation facility (“the base period”).  In such event, the storm recovery charges shall not apply to that portion of stand‑by or maintenance power obtained for the load served by the new self‑generation unless such self-generation is net metered; however, storm recovery charges shall apply to all stand‑by or maintenance power obtained for load served by new self‑generation pursuant to sections (c), (d) and (e) above  Storm recovery charges will be applied to Customers with self-generation that is net metered excluding any portion of customer’s monthly usage that is met with self-generation that is not otherwise reflected on the net meter. The Council finds that such nonbypassability provisions are appropriate to ensure an equitable allocation of storm recovery costs among customers and to secure the desired highest rating for the storm recovery bonds.

5. True-Ups. True-ups of the storm recovery charges shall be undertaken and conducted as described in this Financing Order. True-up letter notice filings shall be made substantially in the form of Appendix D to this Financing Order in Council Docket No. UD-14-01, and will be served on the Clerk of Council, Council Utility Advisors, and all intervenors and parties to Docket No. UD-14-01. The servicer shall file the true-up adjustments in a compliance filing and shall give notice of the filing to all parties in this docket. The Council covenants and agrees that it will act to ensure that the true-up mechanism is used in order to ensure the projected recovery of amounts sufficient to provide

timely payment of all financing costs. No error by the servicer, or the failure of any party to receive notice of such true-up (other than the Clerk of Council), shall affect the validity of any true-up adjustment.

6. Remittances. The storm recovery charges shall be remitted by ENO to the indenture trustee as described in this Financing Order every servicer business day.

7. Partial Payments. If any customer does not pay the full amount of any bill to ENO, the amount paid by the customer will be applied in the following order of priority based on the chronological order of billing: first, to any amounts due with respect to customer deposits; second, to all service charges of ENO on the bill (which does not include storm recovery charges); third, to all storm recovery charges pursuant to this Financing Order; and fourth, to voluntary charitable pledges billed to the customer. If there is more than one owner of storm recovery property, or if the sole or any owner of storm recovery property (or pledgee or pledgees) has issued multiple issuances of bonds, such partial collections representing storm recovery charges shall be allocated among such owners (or pledgee or pledgees), and among such issuances of storm recovery bonds, pro-rata based upon the amounts billed with respect to each issuance of storm recovery bonds, provided that late fees and charges may be allocated to the servicer as provided in the tariff.

8. Line Item. Storm recovery charges collected pursuant to Rider SSCR and the Rider SSCO offsets to revenue will be combined and separately identified on bills. The servicer shall send a written statement at least annually to all customers as provided in Ordering Paragraph 21. ENO will work with the Council Utility Advisors to develop the appropriate language for and timing of these annual bill inserts.

9. No Setoff. As provided in Section 1229(G), the interest of the SPE or another assignee or a secured party in storm recovery property shall not be subject to setoff, counterclaim, surcharge, or defense by ENO or any other person or in connection with the reorganization, bankruptcy or other insolvency of ENO or any other entity.

10. Ownership Notification. If storm recovery charges are not separately identified on customers’ bills and the ownership of the storm recovery charges clearly noted (by footnote or otherwise) on bills, then any entity that bills storm recovery charges to customers must include a written statement, at least annually, to the effect that the SPE (or its assignee or pledgee) is the owner of the rights to the storm recovery charge, and that ENO is merely the collection agent for the SPE (or its assignee or pledgee). Any failure of ENO to comply with this paragraph shall not invalidate, impair, or affect this Financing Order, or any storm recovery property, storm recovery charge, or storm recovery bonds.

C. Storm Recovery Bonds

1. Issuance. The SPE is authorized to issue storm recovery bonds as specified in this Financing Order. The principal amount of the bonds shall be as set forth in the Issuance Advice Letter, delivered to the Council and approved by its Designee in compliance with this Financing Order (including Ordering Paragraph 25).

2. Sale of Storm Recovery Property. ENO shall transfer the storm recovery property to the SPE in accordance with Section 1228(C)(3).

3. Council Participation in Bond Issuance. To ensure that the pricing and structuring of the storm recovery bonds will produce maximum benefits for customers, including the pricing of the storm recovery bonds consistent with market conditions at the date and time of pricing and the terms of this Financing Order, the Council has determined that the Council Utility Advisors will participate with ENO in the structuring, documenting, marketing and pricing of the storm recovery bonds, through the process described in Findings of Fact Paragraph 86, Ordering Paragraph 57, as well as through the Issuance Advice Letter process. The Designee’s submission of the Concurrence shall be sufficient evidence for all purposes of the whole and complete compliance by ENO with the requirements of this Paragraph.

4. Final Principal Amount. The final principal amount of the storm recovery bonds shall be an amount as authorized by Ordering Paragraph 2, including carrying costs and ENO’s upfront financing costs which are subject to adjustment through the Issuance Advice Letter process as described in Findings of Fact Paragraphs 20 through 30.  The Issuance Advice Letter shall thereby establish the final aggregate authorized securitization principal amount.

5. Ongoing Financing Costs. The ongoing financing costs as set forth in Appendix C to this Financing Order shall be recovered on a current basis through the storm recovery charges. The initial amount of the ongoing financing costs shall be revised and updated in the Issuance Advice Letter to reflect any change in the expected principal amount of the storm recovery bonds and other relevant information available at the time of pricing the bonds. As provided in Findings of Fact Paragraph 53, in the event that ENO is replaced as initial servicer, pursuant to the terms of the servicing agreement, the servicing fee shall be an amount that the indenture trustee finds reasonably necessary to pay in order to engage a utility or other qualified unrelated third party to undertake such duties as servicer, whether or not it has any other commercial relationship to the customers to whom the storm recovery charges must be billed, not to exceed 0.60% of the initial principal amount of the storm recovery bonds unless ENO can reasonably demonstrate to the Council that the services cannot be obtained at that compensation level under the market conditions at that time. Any changes to the initial estimated ongoing financing costs shall be revised and updated on a timely basis, by the servicer,

in connection with the true-up process authorized in this Financing Order. The compensation to be paid to ENO as servicer shall be fixed at $150,000 per year. In addition to the servicing fee, the Company will be able to recover its out-of-pocket costs for external accounting and legal services required by the servicing agreement as well as for other items of cost (other than external information technology costs and bank wire fees, which are part of the servicing fee) that will be incurred annually to support and service the storm recovery bonds after issuance. Further, the amount payable to ENO as an administration fee, under the administration agreement, for providing administrative and support services to the SPE, shall be fixed at $100,000 per year.

6. Transaction Structure. The transaction structure as described in this Financing Order is approved. The forms of documents described in Findings of Fact Paragraphs 39 and 40 will be reviewed and approved by the Council Utility Advisors consistent with the Issuance Advice Letter approval process and Ordering Paragraph 24.

7. Not an Obligation of the State. The storm recovery bonds must contain on their face pursuant to Section 1233 the following statement: “Neither the full faith and credit nor the taxing power of the State of Louisiana or the City of New Orleans is pledged to the payment of the principal of, or interest on, this bond.”

8. Refinancing. ENO may apply for a subsequent financing order to refund storm recovery bonds issued under this Financing Order pursuant to Section 1228(F).

9. Collateral. All storm recovery property and other collateral shall be held in pledge and administered by the indenture trustee pursuant to the indenture as described in ENO’s Securitization Application. The SPE shall establish a collection account with the indenture trustee as described in the Securitization Application and Findings of Fact Paragraphs 60 through 67.

10. Distribution Following Repayment. Upon payment of the principal amount of all storm recovery bonds authorized in this Financing Order and the discharge of all obligations in respect thereof, all amounts in the collection account, including investment earnings, shall be released by the indenture trustee to the SPE for distribution to ENO. ENO shall notify the Council within 30 days after the date that these funds are eligible to be released of the amount of such funds available for crediting to the benefit of customers, and such amount shall be credited to ENO’s customers in the manner to be prescribed then by the Council.

11. Funding of Capital Subaccount. The capital investment by ENO in the SPE to be deposited into the capital subaccount shall be funded by ENO and not from the proceeds of the sale of storm recovery bonds. Upon payment of the principal amount of all storm recovery bonds and the discharge of all obligations in respect thereof, all amounts in the capital subaccount shall be released to the SPE for payment to ENO. ENO may earn a rate of return on its capital investment in the SPE equal to the

rate of interest payable on the longest maturity tranche of the storm recovery bonds, to be paid by means of periodic distributions from the SPE funded solely by the income earned thereon through investment by the indenture trustee in eligible investments and by any deficiency being collected through the true-up adjustments, and further any actual earnings in excess of that rate will be credited to customers.

12. Original Issue Discount. The SPE may determine to provide for original issue discount on the storm recovery bonds.

13. Credit Enhancement. ENO may provide for various forms of credit enhancement including letters of credit, an overcollateralization subaccount or other reserve accounts, and surety bonds, and other mechanisms designed to promote the credit quality or marketability of the storm recovery bonds. The SPE may not issue variable rate bonds or enter into an interest-rate swap or hedge arrangement in connection therewith. ENO may include the costs of credit enhancements or other arrangements to promote credit quality or marketability as financing costs provided that the Council’s financial advisor and ENO agree in advance that such enhancements and arrangements provide benefits greater than their tangible and intangible costs. If the use of credit enhancements or other arrangements is proposed by ENO, ENO shall provide the Council’s financial advisor copies of all cost/benefit analyses performed by or for ENO that support the request to use such arrangements. An overcollateralization subaccount should be included and funded only if either required by the rating agencies to achieve the highest credit rating or if the Council’s financial advisor and Council Utility Advisors concur that the benefits are expected to outweigh the costs. ENO shall not be required to enter any arrangements to promote credit quality or marketability unless all related costs and liabilities can be included in financing costs recoverable as upfront financing costs or through Rider SSCR. This Financing Ordering Paragraph does not apply to the collection account or its subaccounts (other than the overcollateralization subaccount) approved in this Financing Order.

14. Life of Bonds. The scheduled final maturity of any tranche of the storm recovery bonds authorized by this Financing Order is not expected to exceed 10 years from the date of issuance of the storm recovery bonds. The legal final maturity of any tranche of the bonds shall not exceed 12 years from the date of issuance of the storm recovery bonds.

15. Amortization Schedule. The Council approves, and the storm recovery bonds shall be structured to provide, substantially level debt service requirements and projected corresponding aggregate storm recovery charges that are modestly declining over the period of recovery, if the actual year-to-year changes in customer delivery load match the changes forecast at the time the storm recovery bonds are priced and other assumptions are realized, subject to rating agency requirements and to further modification in accordance with the true-up mechanism approved in this Financing Order.

16. Use of the SPE. ENO shall use the SPE, a special purpose storm recovery funding entity as proposed in its Securitization Application, in conjunction with the issuance of any storm recovery bonds authorized under this Financing Order. The SPE shall be funded with an amount of capital that is sufficient for the SPE to carry out its intended functions and to avoid the possibility that ENO would have to extend funds to the SPE in a manner that could jeopardize the bankruptcy-remoteness of the SPE, as well as to assure that the storm recovery bonds will be treated as borrowings of ENO for federal income tax purposes. The SPE will be formed under Louisiana law. The initial independent manager of the SPE shall be Frank Bilotta, Vice President, Global Securitization Services, LLC. The Council shall not exercise any authority to approve or not approve any additional independent manager or any successor or replacement to Mr. Bilotta; provided that any such independent manager is not affiliated with ENO or any of its affiliates.

17. Voluntary Bankruptcy of the SPE. Pursuant to Section 1228(D)(2), the SPE (to be formed under Louisiana law) is authorized to include in its organizational documents a provision that in order for a person to file a voluntary bankruptcy petition on its behalf, there must first be prior unanimous consent of the SPE’s managers. Such provision concerning the voluntary bankruptcy of the SPE shall constitute a legal, valid, and binding agreement of ENO as the member of the SPE and is enforceable against such member. Further, a person shall have authority under the laws of Louisiana to file a voluntary bankruptcy petition on behalf of the SPE only after compliance with such provision. Additionally, ENO shall not apply for judicial dissolution of the SPE, and ENO is not permitted to and shall not withdraw from or otherwise cease to be a member of the SPE for any reason whatsoever, including that ENO itself shall not dissolve or otherwise terminate its legal existence, unless an acceptable new member of the SPE acceptable to the Council is substituted for ENO, until all storm recovery bonds and all financing costs have been paid in full.

D. Council Incremental Financial Advisors

1. Council Incremental Financial Advisors. This Council will have the sole authority to select and retain a financial advisor and/or any outside legal counsel and regulatory consultants for approval of the bond issuance. The costs of Council Incremental Financial Advisors will be recovered in ENO’s base rates.

E. Servicing

1. Servicing Agreement. ENO shall act as initial servicer as described in this Financing Order and shall enter into the servicing agreement with the SPE and perform the servicing duties approved in this Financing Order.

2. Servicing Fees. The servicer shall be entitled to collect servicing fees in accordance with the provisions of the servicing agreement, provided that the annual servicing fee payable to ENO while

it is serving as servicer (or to any other servicer affiliated with ENO) shall be $150,000, plus reimbursement for its out-of-pocket costs for external accounting services and external legal services consistent with Findings of Fact Paragraph 53 and Ordering Paragraph 26. The annual servicing fee payable to any other servicer not affiliated with ENO shall not at any time exceed 0.60% of the original principal amount of the storm recovery bonds unless such higher rate is approved by the Council pursuant to Ordering Paragraph 26. The revenues collected by ENO, or by any affiliate of ENO acting as the servicer, under the servicing agreement shall be included as an identified revenue credit and reduce revenue requirements for the benefit of the customers of ENO in its next rate case following collection of said revenues. (These customers will receive 100% of the benefits of these servicing fee revenues regardless of whether a sharing mechanism contained in a formula rate plan is in place.) The expenses of acting as the servicer shall likewise be included as a cost of service in any such ENO rate case.

3. Replacement of ENO as Servicer. Upon the occurrence of an event of default under the servicing agreement relating to the servicer’s performance of its servicing functions with respect to the storm recovery charges, the financing parties may replace ENO as the servicer in accordance with the terms of the servicing agreement. If the servicing fee of the replacement servicer will exceed the applicable maximum servicing fee specified in Ordering Paragraph 41, the replacement servicer shall not begin providing service until (i) the date the Council approves the appointment of such replacement servicer or unless (ii) the Council does not act to either approve or disapprove the appointment within 45 days after notice of appointment of the replacement servicer is provided to the Council. No entity may replace ENO as the servicer in any of its servicing functions with respect to the storm recovery charges and the storm recovery property authorized by this Financing Order if the replacement would cause any of the then current credit ratings of the storm recovery bonds to be suspended, withdrawn, or downgraded. If a successor servicer is appointed due to the negligence, malfeasance, intentional misconduct, or other fault of ENO as initial servicer, any additional servicer cost incurred as a result will be absorbed by ENO and not recovered from ratepayers.

4. Amendment of Agreements. The parties to the servicing agreement, indenture, sale agreement and administration agreement may amend the terms of such agreements; provided, however, that no amendment to any such agreement that would increase the ongoing financing costs shall be permitted without the prior approval of the Council. Any amendment that does not increase the ongoing financing costs shall be effective without prior Council authorization. Any amendment to any such agreement that may have the effect of increasing ongoing financing costs shall be provided by the SPE to the Council along with a statement as to the possible effect of the amendment on the ongoing financing costs. The amendment shall become effective on the later of (i) the date proposed by the

parties to the amendment, or (ii) 31 days after such submission to the Council unless the Council issues an order disapproving the amendment within a 30-day period.

5. Collection Terms. The servicer shall remit collections of the storm recovery charges to the indenture trustee for the SPE’s account in accordance with the terms of the servicing agreement.

6. Contract to Provide Service. As a part of the sale agreement with the SPE, and pursuant to Section 1228(C)(9), ENO shall undertake that, in consideration of the SPE’s purchase of ENO’s rights under the Financing Order (other than the ENO Retained Rights), ENO will continue to operate its system to provide transmission and distribution delivery service to its customers; and, to the extent that any interest in storm recovery property created by this Financing Order is assigned, sold or transferred to another assignee or successor, ENO shall enter into a contract with that assignee or successor that requires ENO to continue to operate its transmission and delivery system to provide service to ENO’s customers; provided, however, that this provision shall not prohibit ENO from selling, assigning, or otherwise divesting its transmission or distribution system or any part providing service to ENO’s customers, by any method whatsoever, including those specified in Ordering Paragraph 56 pursuant to which an entity becomes a successor, so long as the entities acquiring such system or portion thereof agree to continue operating the facilities to provide service to customers.

F. Use of Proceeds; Application of Post Financing Order Insurance Proceeds and Grants

1. Use of Proceeds. The SPE will use the net proceeds from the sale of the bonds (after payment of upfront financing costs payable by the SPE) to pay to ENO the purchase price of the storm recovery property. Such net proceeds (after payment of upfront financing costs payable by ENO) will be used by ENO as reimbursement for storm recovery costs and to fund and replenish storm recovery reserves. This use of proceeds is approved and the proceeds may not be used for any other purpose. The use of proceeds from the sale of the bonds in violation of this Financing Order shall subject ENO to proceedings pursuant to applicable law, orders and the rules and regulations of the Council but shall not be grounds to rescind, alter, modify or amend this Financing Order and shall not affect the validity, finality and irrevocability of this Financing Order or the storm recovery property irrevocably created hereby or the approvals of the transactions by the Designee granted by authority of this Financing Order.

2. Tax Reconciliation. ENO will securitize the storm recovery costs amount before any reduction for the benefit associated with the return on accumulated deferred income taxes. All such deferred income tax benefits shall be flowed through to the benefit of customers through the operation of Rider SSCO.

3. Post-Financing Order Insurance and Grant Proceeds. To the extent ENO receives insurance proceeds or grants from the State of Louisiana or the government of the United States of America after the date of this Financing Order, the purpose of which is to provide for the recovery of storm

recovery costs that have been securitized, ENO shall credit such amounts to Customers through Rider SSCO under the terms and conditions approved by the Council.

G. Council Pledge

1. Irrevocable. After the earlier of the transfer of the storm recovery property to an assignee or issuance of the storm recovery bonds authorized by this Financing Order, this Financing Order is irrevocable until the indefeasible payment in full of such bonds and the related financing costs. The Council covenants, pledges and agrees it thereafter shall not amend, modify, or terminate this Financing Order by any subsequent action, or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in this Financing Order, or in any way reduce or impair the value of the storm recovery property created by this Financing Order, except as may be contemplated by a refinancing authorized under Act 64 or the periodic true-up adjustments authorized by this Financing Order, until the indefeasible payment in full of the storm recovery bonds and the related financing costs.

2. Duration. This Financing Order and the charges authorized hereby shall remain in effect until the storm recovery bonds and all financing costs related thereto have been indefeasibly paid or recovered in full. This Financing Order shall remain in effect and unabated notwithstanding the reorganization, bankruptcy, or other insolvency proceedings of ENO or its successors or assignees. Pursuant to Section 1229(H), any successor to ENO, whether pursuant to any reorganization, bankruptcy, or other insolvency proceeding or whether pursuant to any merger or acquisition, sale, or other business combination, or transfer by operation of law, as a result of electric utility restructuring or otherwise, shall perform and satisfy all obligations of, and have the same rights under this Financing Order as, ENO in the same manner and to the same extent as ENO, including collecting and paying to the person entitled to receive the revenues, collections, payments, or proceeds of the storm recovery property.

3. Contract. The Council acknowledges that the storm recovery bonds approved by this Financing Order will be issued and purchased in express reliance upon this Financing Order and the Council’s covenant and pledge herein of irrevocability and the vested contract right created hereby. The provisions of this Financing Order shall create a contractual obligation of irrevocability by the Council in favor of the owners from time to time of the storm recovery bonds, and any such bondholders may by suit or other proceedings enforce and compel the performance of this Financing Order against the Council. It is expressly provided that such remedy as to individual councilmembers is strictly limited to a claim solely for prospective relief of declaratory and injunctive relief only; there shall be no other cause or right of action for damages or otherwise against the individual councilmembers. The purchase of the bonds, which reference in their related documentation the covenant and pledge

provided in this Financing Order, is acknowledged by the Council to be adequate consideration by the owners of the bonds for the Council’s covenant of irrevocability contained in this Financing Order. The Council acknowledges that it would be unreasonable, arbitrary and capricious for the Council to take any action contrary to the covenant and pledge set forth in this Financing Order after the issuance of the storm recovery bonds. The Council further acknowledges that any future actions it undertakes pursuant to the Financing Order are ministerial in nature.

4. Full Compensation. Nothing in this Financing Order shall preclude limitation or alteration of this Financing Order if and when full compensation is made for the full protection of the storm recovery charges approved pursuant to this Financing Order and the full protection of the holders of storm recovery bonds and any assignee or financing party.

5. Inclusion of Pledges. The SPE, as issuer of the storm recovery bonds, is authorized, pursuant to Section 1234(C) of Act 64 and this Financing Order to include the State of Louisiana pledge contained in Section 1234 of Act 64 and the Council pledge contained in Ordering Paragraph 49 with respect to the storm recovery property and storm recovery charges in the bonds and related bond documentation. The Financing Order is subject to the State pledge.

H. Miscellaneous Provisions

1. Continuing Issuance Right. The SPE has the continuing irrevocable right at the request of ENO to cause the issuance of storm recovery bonds consisting of one or more tranches in accordance with this Financing Order for an effective period commencing with the date of this Financing Order and extending 24 months following the latest of (i) the date on which this Financing Order becomes final and not appealable or (ii) the date on which any other regulatory approvals necessary to issue the storm recovery bonds are obtained and not appealable. If the storm recovery bonds authorized by this Financing Order are not issued during the effective period, the storm recovery property created by this Financing Order shall cease to exist. If at any time during the effective period of this Financing Order there is a severe disruption in the financial markets of the United States, the effective period shall automatically be extended to a date that is not less than 90 days after the date such disruption ends. Pursuant to Section 1228(E), and consistent with Findings of Fact Paragraph 58, nothing in this Financing Order compels ENO to cause the issuance of storm recovery bonds.

2. Internal Revenue Service Private Letter or Other Rulings. ENO is not required by this Financing Order to obtain a ruling from the IRS. ENO is precluded from seeking a ruling from the IRS by IRS Revenue Procedure 2015-3, which states that the IRS will no longer issue any letter rulings or determination letters on questions of whether investor-owned utilities realize income upon certain occurrences, which includes the circumstance in which the utility obtains the right to “recover certain

costs pursuant to State specified cost recovery legislation.” ENO shall obtain an opinion of tax counsel sufficient to support the issuance of the storm recovery bonds.

3. Binding on Successors. This Financing Order, together with the storm recovery charges authorized in it, shall be binding on ENO and any successor to ENO that provides electric transmission and distribution service to ENO’s customers, Any such successor shall perform and satisfy all obligations of, and have the same rights under this Financing Order as, ENO, including collecting and paying to the person entitled to receive them the revenues, collections, payments, or proceeds of the storm recovery property created by this Financing Order. provided that if by law, ENO or its successor is no longer required to own and/or operate both the transmission and distribution systems, then any entity that provides distribution service to ENO’s customers shall be bound by this Financing Order. This Financing Order is also binding on any other entity responsible for billing and collecting storm recovery charges on behalf of the SPE and on any successor to the Council. In this paragraph, a “successor” means any entity that succeeds by any means whatsoever to any interest or obligation of its predecessor or transferor, including by way of bankruptcy, reorganization or other insolvency proceeding, merger, acquisition, division, consolidation or other business combination, conversion, assignment, sale, transfer, lease, management contract, pledge or other security, by operation of law, as a result of electric utility restructuring or otherwise.

4. Flexibility. Subject to compliance with the requirements of this Financing Order and consistent with Section 1228(B), ENO shall be afforded flexibility in establishing the terms and conditions of the storm recovery bonds, including repayment schedules, term, payment dates, collateral, credit enhancement, required debt service, reserves, interest rates, use of original issue discount, indices and other financing costs. In addition, although it is currently assumed that the storm recovery bonds will be issued through a negotiated bid offering, if ENO and the Council’s financial advisor jointly agree in advance that the sale of the storm recovery bonds through a competitive bid process may enhance marketability, and the benefits of sale through a competitive bid process provides benefits greater than their tangible and intangible costs, the storm recovery bonds may be sold through a competitive bid process.

5. Effectiveness of Order. This Financing Order is effective immediately upon issuance.

6. Waiver. The Council waives any rights it may have to rescind this Financing Order under La. R.S. 12:1308.2(E) if the SPE becomes delinquent in filing its annual report required under La. R.S. 12:1308.1.

7. Regulatory Approvals. All regulatory approvals within the jurisdiction of the Council that are necessary for the financing of the storm recovery charges associated with the costs that are the subject

of the Securitization Application, and all related transactions contemplated in the Securitization Application, are granted.

8. Effect. This Financing Order constitutes a legal financing order for ENO under Act 64. The Council finds this Financing Order complies with the provisions of Act 64. A financing order gives rise to rights, interests, obligations and duties as expressed in Act 64. It is the Council’s express intent to give rise to those rights, interests, obligations and duties by issuing this Financing Order. ENO is directed to take all actions as are required to effectuate the transactions approved in this Financing Order, subject to compliance with the criteria established in this Financing Order.

9. Further Council Action. The Council will act pursuant to this Financing Order as expressly authorized by Act 64 to ensure that expected storm recovery charge revenues are sufficient to pay at all times the scheduled principal of and interest on the storm recovery bonds issued pursuant to this Financing Order and all other financing costs in connection with the storm recovery bonds.

10. Future Sales Not Approved. Nothing in this Financing Order approves ENO selling, assigning, or otherwise divesting of any of its transmission or distribution system or any facility providing service to ENO’s customers, by any method whatsoever, including that method specified in this Financing Order pursuant to which an entity becomes a successor. Any approval required for any such sale, assignment or divestiture prior to the adoption of this Financing Order will be required after the effective date of this Financing Order.

11. Actions Required. ENO is directed to take all actions as are required to effectuate the transactions approved in this Financing Order, subject to compliance with the criteria established in this Financing Order. The SPE, the Council Utility Advisors, and the Council Designee are directed to take all actions required by this Financing Order.

12. All Other Motions, etc., Denied. All motions, requests for entry of specific findings of fact and conclusions of law, and any other requests for general or specific relief not expressly granted herein or in Resolution R-15-17, are denied for want of merit.

13. Securitized Storm Reserve Escrow Account. ENO shall establish an additional storm reserve fund which will be funded with a portion of the storm recovery bond proceeds and which will be separate from ENO’s pre-existing storm reserve fund. The form of the escrow agreement for this securitized storm reserve fund is attached in Appendix E.

THE FOREGOING RESOLUTION WAS READ IN FULL, THE ROLL WAS CALLED ON THE ADOPTION THEREOF AND RESULTED AS FOLLOWS:

YEAS: Brossett, Cantrell, Gray, Guidry, Head, Ramsey, Williams - 7

NAYS: 0

ABSENT: 0

AND THE RESOLUTION WAS ADOPTED.

Appendix A

Financing Order

Page 19

- 18 -

Appendix A

Financing Order

Page 1

FORM OF ISSUANCE ADVICE LETTER

______day, _________ __, 2015

COUNCIL OF THE CITY OF NEW ORLEANS

SUBJECT: ISSUANCE ADVICE LETTER FOR STORM RECOVERY BONDS

Pursuant to the Financing Order adopted on the _____ day of _____, 2015 in Application of Entergy New Orleans, Inc. for Certification of Costs Related to Hurricane Isaac, and for Related Relief and Application of Entergy Louisiana, LLC for Recovery in Rates of Costs Related to Hurricane Isaac, and Related Relief in the Fifteenth Ward of New Orleans (Algiers), Docket No. UD-14-01 (Phase II) (the “Financing Order”), ENTERGY NEW ORLEANS, INC. (“Applicant”) hereby submits, no later than two business days after the pricing of the Storm Recovery Bonds, the information referenced below. This Issuance Advice Letter is for the [Entergy New Orleans Storm Recovery Funding I, L.L.C.] Storm Recovery Bonds, tranches _________. Any capitalized terms not defined in this letter shall have the meanings ascribed to them in the Financing Order or Act No. 64 of the Louisiana Regular Session of 2006, the “Louisiana Electric Utility Storm Recovery Securitization Act,” codified at La. R.S. 45:1226-1236.

PURPOSE

This filing establishes the following:

(1) the total amount to be securitized;

(2) confirmation that customers will experience savings relative to traditional methods of financing;

(3) confirmation that the structure, terms and the pricing of the Storm Recovery Bonds is consistent with the terms of the Financing Order;

(4) confirmation that the pricing of the Storm Recovery Bonds is consistent with market conditions at the time of pricing;

(5) the actual terms and structure of the Storm Recovery Bonds being issued;

(6) the initial Storm Recovery Charges; and

(7) the identification of the SPE.

COMPLIANCE WITH FINANCING ORDER

Applicant hereby confirms, pursuant to the requirements of the Financing Order, the following:

1.COSTS BEING SECURITIZED

The total amount of storm recovery costs and financing costs being securitized (the “Authorized Securitization Amount”) is presented in Attachment 1.

2.CONFIRMATION OF SAVINGS

The weighted average interest rate of the Storm Recovery Bonds is less than [____]%, accordingly, the proposed structuring, expected pricing, and financing costs of the storm recovery bonds are reasonably expected to result in lower overall costs and will avoid or mitigate rate impacts as compared to traditional methods of financing of storm recovery costs. The net present value of the savings, as compared to traditional methods of financing the storm recovery activity costs, is estimated to be $_________ (see Attachment 2, Schedule C), based on an effective annual weighted average interest rate of __% for the Storm Recovery Bonds. With regard to securitization of the storm recovery reserve portion of the total amount securitized, securitization results in estimated savings of $ ____, as compared to the total revenues that would be required to fund a storm recovery reserve using securitization versus the total revenues required using conventional utility financing (see Attachment 2, Schedule C).

3.CONFIRMATION OF STRUCTURE AND PRICES

The Storm Recovery Bonds will be issued in one issuance consisting of one or more tranches having scheduled final maturities of approximately ___ years and legal final maturities not exceeding __ years from the date of issuance (See “Actual Terms of Issuance”). The structuring and pricing of the Storm Recovery Bonds is consistent with the terms set out in the Financing Order (see “Actual Terms of Issuance” and Attachments 2 and 4).

4.CONFIRMATION OF PRICES WITH MARKET

The structuring and pricing of the Storm Recovery Bonds resulted in the lowest storm recovery charges consistent with market conditions on the date and time of such pricing (see Attachments 4 and 5).

5.ACTUAL TERMS OF ISSUANCE

Storm Recovery Bond Series: ______

Storm Recovery Bond Issuer: [Entergy New Orleans Storm Recovery Funding I, L.L.C.]

Trustee:

Closing Date: _________ __, 2015

Bond Ratings: [_____] The Company anticipates receiving ratings from at least two of the three major ratings agencies.

Amount Issued: $_____________

Estimated Up-front Financing Costs: See Attachment 1, Schedule B.

Estimated Ongoing Financing Costs: See Attachment 2, Schedule B.

Tranche	Coupon Rate	Scheduled Final Maturity Date	Legal Final Maturity
A-1	_____%	__/__/____	__/__/____
A-2	_____%	__/__/____	__/__/____
A-3	_____%	__/__/____	__/__/____

Weighted Average Effective Annual Interest Rate of the Storm Recovery Bonds:	_____%
Life of Bonds:	__ years
Weighted Average Life of Series:	__ years
Call provisions (including premium, if any):
Amortization Schedule:	Attachment 2, Schedule A
Scheduled Final Maturity Dates:	Attachment 2, Schedule A
Legal Final Maturity Dates:	See Table Above
Payments to Investors:	Semiannually Beginning _________ __, 2016
Amount of initial annual Servicing Fee and as a percent of original Storm Recovery Bond principal balance:	[$], [%]

Weighted Average Coupon Rate Weighted by modified duration and principal amount.

:

Annualized Weighted Average Yield Weighted by modified duration and principal amount.:

6.INITIAL STORM RECOVERY CHARGE

Table I below shows the current assumptions for each of the variables used in the calculation of the initial Storm Recovery Charges.

TABLE I
Input Values For Initial Storm Recovery Charges
Applicable period: from _________ __, ____ to _________ __, ____
Forecasted base revenue sales for the applicable period:	See Appendix B to the Financing Order
Storm Recovery Bond debt service for the applicable period:	$ __________
Charge-off rate.	See Appendix B to the Financing Order
Forecasted % of Billings Paid in the Applicable Period:	____%
Forecasted annual ongoing financing costs (excluding Storm Recovery Bond principal and interest):	$ ______ __
Current Storm Recovery Bond outstanding balance:	$ __________
Target Storm Recovery Bond outstanding balance as of __/__/____:	$ __________
Total Periodic Billing Requirement for applicable period:	$ __________

Based on the foregoing, the initial Storm Recovery Charges are detailed in Attachment 3.

7.IDENTIFICATION OF SPE

The owner of the Storm Recovery Property (the “SPE”) will be: [Entergy New Orleans Storm Recovery Funding I, L.L.C.].

EFFECTIVE DATE

In accordance with the Financing Order, the Storm Recovery Charge shall be billed beginning on [DATE], i.e., the first day of the first billing cycle of the next revenue month following the date of issuance of the Storm Recovery Bonds.

NOTICE

Copies of this filing are being furnished to the parties on the service list in this docket. Notice to the public is hereby given by filing and keeping this filing open for public inspection at Applicant’s corporate headquarters.

APPROVAL:

[_________________], the duly designated Designee under the Financing Order, shall notify the Companies and the Council, no later than one business day after receipt of this Issuance Advice Letter via email, and using the form of letter attached hereto as Attachment 6, in the case of acceptance and approval of the Issuance Advice Letter by the Council.

AUTHORIZED OFFICER

The undersigned is an officer of Applicant and authorized to deliver this Issuance Advice Letter on behalf of Applicant.

Respectfully submitted,

ENTERGY NEW ORLEANS, INC.

By:

Name:

Title:

Date:

ATTACHMENT 1

SCHEDULE A

CALCULATION OF AUTHORIZED SECURITIZATION AMOUNT    Refer to the attached workpapers.

A.	Storm Recovery Costs authorized in Docket No. UD-14-01	$
B.	Costs of funding and replenishing storm recovery reserves
C.	Estimated up-front financing costs of issuing the Storm Recovery Bonds (Attachment 1, Schedule B)
D.	Any adjustments to carrying costs
	TOTAL AUTHORIZED SECURITIZATION AMOUNT	$

ATTACHMENT 1

SCHEDULE B

ESTIMATED UP-FRONT FINANCING COSTS

Underwriters’ Fees & Expenses	$__________
Company’s/Issuer’s Counsel and Underwriters’ Counsel Legal Fees & Expenses	$__________
Rating Agency Fees	$__________
Company’s Financial Advisor Fees & Expenses	$__________
Printing/Edgarizing Expenses	$__________
SEC Registration Fee	$__________
Company’s Non-legal Securitization Proceeding Costs & Expenses	$__________
Company’s Miscellaneous Administrative Costs	$__________
Servicer’s Set-Up Costs	$__________
Accountant’s Fees	$__________
Trustee’s/Trustee Counsel’s Fees & Expenses	$__________
SPE Set-Up Costs	$__________
Original Issue Discount	$__________
Other Credit Enhancements (Overcollateralization Subaccount)	$__________
Rounding/Contingency
TOTAL ESTIMATED UP-FRONT FINANCING COSTS TO BE SECURITIZED	$__________

ATTACHMENT 2

SCHEDULE A

STORM RECOVERY BOND REVENUE REQUIREMENT INFORMATION

SERIES ______, TRANCHE ___
Payment Date	Principal Balance	Interest	Principal	Total Payment
	$	$	$	$

SERIES ______, TRANCHE ___
Payment Date	Principal Balance	Interest	Principal	Total Payment
	$	$	$	$

SERIES ______, TRANCHE ___
Payment Date	Principal Balance	Interest	Principal	Total Payment
	$	$	$	$

ATTACHMENT 2

SCHEDULE B

ESTIMATED ONGOING FINANCING COSTS

	ANNUAL AMOUNT
Ongoing Servicer Fees (ENO as Servicer)	$__________
Accounting Costs (External)	$__________
Administration Fees	$__________
Legal Fees/Expenses for Company’s/Issuer’s Counsel	$__________
Trustee’s/Trustee’s Counsel Fees & Expenses	$__________
Independent Manager’s Fees	$__________
Rating Agency Fees	$__________
Miscellaneous	$__________
Other Credit Enhancements	$__________
TOTAL (APPLICANT AS SERVICER) ESTIMATED ANNUAL ONGOING FINANCING COSTS	$__________
Ongoing Servicer Fees (Third-Party as Servicer - 0.60% of principal)	$__________
Other Servicing Fees	$__________
TOTAL (THIRD-PARTY AS SERVICER) ESTIMATED ONGOING FINANCING COSTS	$__________

Note: The amounts shown for each category of operating expense on this attachment are the expected expenses for the first year of the storm recovery bonds. Storm recovery charges will be adjusted at least semi-annually to reflect the actual Ongoing Financing Costs through the true-up process described in the Financing Order, except that the servicing fee and the administration fee are fixed.

ATTACHMENT 2

SCHEDULE C

BENEFITS VERSUS CONVENTIONAL FINANCING

Storm Recovery Activity Costs (Excluding Reserves)

	Conventional Financing	Securitization Financing	Savings/(Cost) of Securitization Financing
Present Value	$	$	$

Storm Recovery Reserves

	Conventional Financing	Securitization Financing	Savings/(Cost) of Securitization Financing
Nominal Revenue	$	$	$

ATTACHMENT 3

INITIAL ALLOCATION OF COSTS

ATTACHMENT 4

APPLICANT’S CERTIFICATION

[ENO Letterhead]

Date: ____________, 2015

Council of the City of New Orleans

City Hall, Room 1E09

1300 Perdido Street

New Orleans, Louisiana 70112

Re: Application of Entergy New Orleans, Inc. for Certification of Costs Related to Hurricane Isaac, and for Related Relief and Application of Entergy Louisiana, LLC for Recovery in Rates of Costs Related to Hurricane Isaac, and Related Relief in the Fifteenth Ward of New Orleans (Algiers), Docket No. UD-14-01 (Phase II)

Dear __________:

Entergy New Orleans, Inc. (the “Applicant”) submits this Certification pursuant to Ordering Paragraph [_] of the Financing Order in Application of Entergy New Orleans, Inc. for Certification of Costs Related to Hurricane Isaac, and for Related Relief and Application of Entergy Louisiana, LLC for Recovery in Rates of Costs Related to Hurricane Isaac, and Related Relief in the Fifteenth Ward of New Orleans (Algiers), Docket No. UD-14-01 (Phase II) (the “Financing Order”). All capitalized terms not defined herein shall have the meanings ascribed thereto in the Financing Order or Act No. 64 of the Louisiana Regular Session of 2006, the “Louisiana Electric Utility Storm Recovery Securitization Act,” codified at La. R.S. 45:1226-1236.

In the Issuance Advice Letter dated ____________, 2015, the Applicant has set forth the following particulars of the Storm Recovery Bonds.

The proposed terms of pricing and issuance of the Storm Recovery Bonds are as follows:

Name of the Storm Recovery Bonds:_________

Name of SPE:___________

Name of Trustee:_______

Closing Date: _________, 2015

Principal Amount of Storm Recovery Bonds:

Bond Ratings: ___________

Scheduled and Legal Final Maturities: ___________

Amount of Upfront Financing Costs securitized: See Attachment 1 Schedule B to

Issuance Advice Letter

Estimated Ongoing Financing Costs: See Attachment 2, Schedule B.

Tranche	Coupon Rate	Scheduled Final Maturity Date	Legal Final Maturity
A-1	_____%	__/__/____	__/__/____
A-2	_____%	__/__/____	__/__/____
A-3	_____%	__/__/____	__/__/____

Weighted Average Effective Annual Interest Rate of the Storm Recovery Bonds:	_____%
Life of Bonds:	__ years
Weighted Average Life of Series:	__ years
Call provisions (including premium, if any):
Amortization Schedule:	Attachment 2, Schedule A
Scheduled Final Maturity Dates:	Attachment 2, Schedule A
Legal Final Maturity Dates:	See Table Above
Payments to Investors:	Semiannually Beginning _________ __, 2016
Amount of initial annual Servicing Fee and as a percent of original Storm Recovery: Bond principal balance:	[$], [%]

Weighted Average Interest Rate Weighted by modified duration and principal amount.: ________

Weighted Average Effective Annual Interest Rate Annualized and weighted by modified duration and principal amount giving effect to compounding and including up-front costs.: ________

Initial Balance of Capital Subaccount: ________

The following actions were taken in connection with the design, structuring and pricing of the bonds:

• [Included credit enhancement in the form of the true-up mechanism and an equity contribution of 0.50% of the original principal amount.]

• [Did not utilize the overcollateralization account.]

• [Registered the storm recovery bonds with the Securities and Exchange Commission to facilitate greater liquidity.]

• [Achieved Aaa/AAA/AAA ratings from at least two of the three major rating agencies.]

• [Selection of underwriters that have relevant experience and execution capabilities was affirmed by the Company’s Financial Advisor, the Council Utility Advisors and the Council’s Financial Advisor.]

• [The marketing presentations were developed to emphasize the unique credit quality and security related to these bonds, and provide comparative analysis to other competing securities.]

• [Provided the termsheet and [preliminary prospectus/offering memorandum] by e-mail to prospective investors.]

• [Allowed sufficient time for investors to review the termsheet and preliminary prospectus and to ask questions regarding the transaction.]

• [Held one-on-one and group conference calls with investors, along with meetings with potential investors to describe the legislative, political and regulatory framework and the bond structure with a focus on [corporate/agency/other crossover buyers] specifically targeted to achieve the transaction objectives.]

• [Arranged issuance of rating agency pre-sale reports during the marketing period.]

• [During the period that the bonds were marketed, held daily market update discussions with the underwriting team to develop recommendations for pricing.]

• [Had multiple conversations with all of the members of the underwriting team during the marketing phase in which we stressed the requirements of the Financing Order.]

• [Developed and implemented a marketing plan designed to incent each of the underwriters to aggressively market the bonds to their customers and to reach out to a broad base of potential investors, including investors who have not previously purchased this type of security.]

• [Provided potential investors with access to an internet roadshow for viewing on repeated occasions at investors’ convenience. Similar roadshow information was also presented in one-on-one and group meetings with investors.]

• [Adapted the storm recovery bond offering to market conditions and investor demand at the time of pricing. Variables impacting the final structure of the transaction were evaluated including the length of average lives and maturity of the bonds and interest rate requirements at the time of pricing so that the structure of the transaction would correspond to investor preferences and rating agency requirements for AAA ratings.]

• [Worked with the Council’s Financial Advisor to develop bond allocations, underwriter compensation and preliminary price guidance designed to achieve lowest storm recovery rates.]

Based upon information reasonably available to its officers, agents, and employees of the Applicant, the Applicant hereby certifies that the structuring and pricing of the Storm Recovery Bonds will result in the lowest Storm Recovery Charges consistent with market conditions at the time of pricing and the terms of the Financing Order.

Respectfully submitted,

ENTERGY NEW ORLEANS, INC.

By:______________________

Name:____________________

Title:_____________________

ATTACHMENT 5

PRICING ADVICE CERTIFICATE

ATTACHMENT 6

[COUNCIL DESIGNEE’S CONCURRENCE]

[Letterhead]

Date: ____________, 2015

Council of the City of New Orleans

City Hall, Room 1E09

1300 Perdido Street

New Orleans, Louisiana 70112

Pursuant to the Financing Order of the Council of the City of New Orleans (“Council”) dated ________, 2015, Council Docket No. UD-14-01 (Phase II)

I, ___________________, (the “Designee”), in accordance with Act No. 64 of the Louisiana Regular Session of 2006, the “Louisiana Electric Utility Storm Recovery Securitization Act,” codified at La. R.S. 45:1226-1236, and the Financing Order, for the purpose of (a) establishing that the structuring and pricing of the Storm Recovery Bonds will result in the lowest Storm Recovery Charges consistent with market conditions and the terms of the Financing Order and (b) approving at the time of pricing of the Storm Recovery Bonds, the terms and conditions of the Storm Recovery Bonds, servicing fees with respect to the collection of such Storm Recovery Charges and the pledging, assignment and sale of the Storm Recovery Bonds in connection with the initial Storm Recovery Charge, HEREBY CONCUR as follows:

1. I have received and reviewed in accordance with Financing Order a copy of the Applicant’s Certification, a copy of which is attached hereto, and find that such certificate is in proper form as evidenced by such Financing Order. I have also reviewed other information as I have deemed necessary to provide this certification. Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Financing Order.

2. The following are the terms of the Storm Recovery Bonds:

Name of Storm Recovery Bonds:__________

SPE:____________

Closing Date:____________

Amount Issued:___________

Interest Rates and Expected Amortization Schedule: See Issuance Advice Letter

Distributions to Investors (quarterly or semi-annually):______________

Weighted Average Coupon Rate: See Issuance Advice Letter

Annualized Weighted Average Yield: See Issuance Advice Letter

Initial Balance of Capital Subaccount:_________

Savings Associated with Storm Recovery Reserve: __________

3. The final structure, terms and pricing of the storm recovery bonds in the Issuance Advice Letter are consistent with the criteria established in the Financing Order, and the mathematical calculations are accurate. Accordingly the terms and conditions of the Storm Recovery Bonds, including financing documentation, the schedule of payments of principal and interest on the Storm Recovery Bonds as well as the initial storm recovery charge are approved.

Respectfully submitted,

_____________________

By:______________________

Name:____________________

Title:_____________________

ATTACHMENT 7

SCHEDULE A

EXPECTED AMORTIZATION SCHEDULE

(with coupons, prices, classes, if any, expected amortization schedule and stated maturities, and call features requirements)

A.General Terms

Class Price Coupon Fixed/Floating Avg. Life Stated Maturity

B. Scheduled Amortization Requirement

Date [Class] [Class] [Class]

Appendix b

Financing Order

Page 6

Appendix b

Financing Order

Page 1

Allocation Calculation and Riders SSCR and SSCO

	Page 41.1
ENTERGY NEW ORLEANS, INC.
ELECTRIC SERVICE	Effective Date: July 30, 2015
Louisiana	Filed Date: June XX, 2015
	Supersedes: New Schedule
RIDER SSCR	Schedule Consists of: One Page and
	Attachment A
SECURITIZED STORM COST RECOVERY RIDER SSCR

I.APPLICABILITY

This rider is applicable under the regular terms and conditions of Entergy New Orleans, Inc. to all customers served under any retail electric rate schedule* and/or rider schedule* or Special Contract Rates pursuant to Council of the City of New Orleans (the “Council”) orders in Docket No. UD-14-01. The initial SSCR rate shall be billed beginning on the first day of the first billing cycle of the next revenue month following the date of issuance of the Hurricane Isaac storm recovery bonds.

II.NET MONTHLY RATE

There shall be added to each monthly bill an adjustment, in the form of a new and separate charge, for the financing of Hurricane Isaac storm recovery costs and the replenishment of the storm reserve and up front financing costs as approved by the Council. Customer charges, energy charges, load or demand charges, lamp charges or access charges on any monthly bill shall be adjusted by the appropriate rate shown in Attachment A.

I. TRUE-UP

The SSCR Rate Adjustment shall be subject to true-up in accordance with the schedule prescribed in the Commission’s financing order and shall be performed at least semi-annually.Page 41.2

Attachment A

Page 1 of 1

Effective: July 30, 2015

ENTERGY NEW ORLEANS, INC.

SECURITIZED STORM COST RECOVERY RIDER

SSCR RATE

All Rate Classes 4.0539%

*Excluding Schedules AFC, DTK, EAC, EDR, EFRP, EOBP, EOES, EPAD, ESRES, FAC, MES, MISO, NPPA, PPS, R-3, R-8, RCL, RPCEA, SMS and SSCO.

	Page 42.1
ENTERGY NEW ORLEANS, INC.
ELECTRIC SERVICE	Effective Date: July 30, 2015
	Filed Date: June X, 2015
RIDER SSCO	Supersedes: New Schedule
	Schedule Consists of: One Page and Attachment A
SECURITIZED STORM COST OFFSET RIDER - SSCO

I.APPLICABILITY

This rider is applicable under the regular terms and conditions of Entergy New Orleans, Inc. to all customers served under any retail electric rate schedule* and/or rider schedule* or Special Contract Rates pursuant to the Council of the City of New Orleans (the “Council”) orders in Docket No. UD-14-01.

II.NET MONTHLY RATE

There shall be added to each monthly bill for electric service an adjustment as approved by the Council. Each Net Monthly Bill shall be adjusted by the appropriate rate shown in Attachment A.

III.ANNUAL REVIEW AND FILING

Beginning in 2016 and concurrent with the filing for the first adjustment to Rider SSCR, ENO shall file a revised Attachment A containing a revised Rate Adjustment. The revised Rate Adjustment shall become effective for

bills rendered on and after the first billing cycle for the month of May of the filing year and shall then remain in effect until changed pursuant to the provisions of this Rider.

Page 42.2

Attachment A

Page 1 of 1

Effective Date: July 30, 2015

ENTERGY NEW ORLEANS, INC.

SECURITIZED STORM COST OFFSET RIDER SSCO

SSCO RATE

All Rate Classes -0.1647%

*Excluding Schedules AFC, DTK, EAC, EDR, EFRP, EOBP, EOES, EPAD, ESRES, FAC, MES, MISO, NPPA, PPS, R-3, R-8, RCL, RPCEA, SMS and SSCR.

Appendix C

Financing Order

Page 1

Appendix D

Financing Order

Page 3

TRUE-UP LETTER

[ENO Letterhead]

Date: ____________, 2015

Council of the City of New Orleans

City Hall, Room 1E09

1300 Perdido Street

New Orleans, Louisiana 70112

Re: Application of Entergy New Orleans, Inc. for Certification of Costs Related to Hurricane Isaac, and for Related Relief and Application of Entergy Louisiana, LLC for Recovery in Rates of Costs Related to Hurricane Isaac, and Related Relief in the Fifteenth Ward of New Orleans (Algiers), Docket No. UD-14-01 (Phase II)

Dear___________:

Pursuant to the Financing Order adopted on the _____ day of _____, 2015 in Application of Entergy New Orleans, Inc. for Certification of Costs Related to Hurricane Isaac, and for Related Relief and Application of Entergy Louisiana, LLC for Recovery in Rates of Costs Related to Hurricane Isaac, and Related Relief in the Fifteenth Ward of New Orleans (Algiers), Docket No. UD-14-01 (Phase II) (the “Financing Order”), Entergy New Orleans, Inc. (“ENO”) as Servicer of the Storm Recovery Bonds or any successor Servicer on behalf of the trustee as assignee of the SPE shall apply semi-annually for a mandatory periodic adjustment to the Storm Recovery Charge. Any capitalized terms not defined herein shall have the meanings ascribed thereto in the Financing Order or Act No. 64 of the Louisiana Regular Session of 2006, the “Louisiana Electric Utility Storm Recovery Securitization Act,” codified at La. R.S. 45:1226-1236.

Each semi-annual true-up adjustment shall be filed with the Council not less than 15 days prior to the first billing cycle of the month in which the revised storm recovery charges will be in effect. The Council Utility Advisors will have 15 days after the date of a true-up adjustment filing in which to confirm the mathematical accuracy of the servicer’s adjustment, after which the charge will become effective. However, any mathematical correction not made prior to the effective date of the storm recovery charge will be made in future true-up adjustment filings and will not delay the effectiveness of the storm recovery charge.

Using the formula approved by the Council in the Financing Order, this filing modifies the variables used in the Storm Recovery Charge calculation and provides the resulting modified Storm Recovery Charge. Attachments 1 and 2 show the resulting Storm Recovery Charge expressed as a percentage of base rate revenues and calculated in accordance with the Financing Order. The assumptions underlying the current Storm Recovery Charge were filed by ENO in an Issuance Advice/True-Up Letter dated ________.

Respectfully submitted,

ENTERGY NEW ORLEANS, INC.

By:

Name:

Title:

Date:

Attachment

ATTACHMENT 1

CALCULATION OF STORM RECOVERY CHARGES

[INSERT TABLE]

Appendix E

Financing Order

Page 18

Appendix D

Financing Order

Page 4

ATTACHMENT 2

STORM RECOVERY CHARGE

Rate Class_____ Storm Recovery Charge

Appendix E

Financing Order

Page 1

STORM RECOVERY RESERVE ESCROW AGREEMENT

THIS STORM RECOVERY RESERVE ESCROW AGREEMENT (this “Escrow Agreement”), effective as of _______________, 2015, is by and between Entergy New Orleans, Inc. (“ENO”), a Louisiana corporation, and Wells Fargo Bank, N.A., as escrow agent (the “Escrow Agent).

WHEREAS, on ______________, 2015, the Council of the City of New Orleans (the “Council”), in its capacity as the governmental body having the power of supervision, regulation and control over public utilities providing service within the City of New Orleans, issued in its Docket an order (“Financing Order,” a copy of which is attached hereto as Exhibit A) by which ENO is directed in the Financing Order to cause to be deposited $ million (“Storm Recovery Reserve Amount”) for the funding of storm recovery reserves for ENO’s service territory in a restricted escrow account (“Escrow Account”) to be managed by an unaffiliated financial institution; and

WHEREAS, ENO and Escrow Agent desire to establish an agreement with respect to the Escrow Account.

NOW THEREFORE, ENO and Escrow Agent agree as follows:

1.Appointment of Escrow Agent. ENO designates and appoints the bank named above as Escrow Agent, to serve in accordance with the terms, conditions and provisions of this Escrow Agreement, and said bank agrees to act as Escrow Agent under the terms, conditions and provisions of this Escrow Agreement.

2.Deposit of Storm Recovery Reserve Amount.

(a)Pursuant to the Financing Order, ENO shall cause the Storm Recovery Reserve Amount to be deposited with the Escrow Agent, to be held in a special, identified and segregated account that is separate and apart from the assets of the Escrow Agent. The assets of the Escrow Account (which shall include the Storm Recovery Reserve Amount and any investments, gains or losses, or interest earnings of the Escrow Account) shall be referred to herein as the “Escrowed Property”. Escrow Agent agrees to hold and distribute as provided herein the amounts held in the Escrow Account. Escrow Agent agrees that it will not commingle the Escrowed Property with its own assets.

(b)The Escrow Agent hereby represents that this Escrow Agreement creates a bailment, and not a debtor-creditor relationship between the parties, and furthermore represents that the Escrowed Property shall not constitute assets of the Escrow Agent.

(c)The Escrow Agent agrees not to take any action, or fail to take any action, if such action or failure could cause the Escrowed Property to be deemed to be assets of the Escrow Agent, or be deemed to be available to satisfy the claims of creditors of the Escrow Agent, or, in the event a conservator or receiver were appointed for the Escrow Agent, to be part of the Escrow Agent’s conservatorship or receivership estate.

(d)The Escrow Agent hereby waives any right in or claim to the Escrowed Property, including any right or claim arising out of a banker's lien or similar rights.

3.Investment of Escrowed Property. Escrow Agent shall invest the Escrowed Property pursuant to written directions from the Vice President and Treasurer or any Assistant Treasurer of ENO which is set forth in Exhibit E hereto. Escrow Agent shall not be liable or responsible in any manner for any loss resulting from an investment made pursuant to such direction. Interest and other earnings on investments (“Escrow Interest”) shall, immediately upon receipt by the Escrow Agent, be credited to the Escrow Account as part of the Escrowed Property.

4.Disbursements from Escrow Account.

(a)Except as provided in Sections 6 and 15, Escrow Agent shall disburse funds from the Escrow Account only upon receipt of a certificate signed by two Authorized Officers of ENO, as described in subsection (b) of this Section 4, or upon receipt of an order of the Council or of a court of competent jurisdiction, as described in subsection (c) of this Section 4. The term “Authorized Officer” as used herein shall refer to each such individual then serving as President and Chief Executive Officer, Vice President and Treasurer, any Assistant Treasurer or any Tax Officer of ENO and shall be identified as indicated on Exhibit F.

(b)(1)ENO may effect a disbursement of Escrowed Property by delivering a certificate to the Escrow Agent, via regular mail, electronic mail or facsimile, signed by two Authorized Officers of ENO in the form of Exhibit B attached hereto, (i) certifying that a Triggering Weather Event (as defined below) has occurred and (ii) specifying the amount of the requested disbursement.

(2)A Triggering Weather Event is defined as:

(i)A storm or weather event the occurrence or prospective occurrence of which prompted the issuance by the National Weather Service (or successor agency) of a “watch,” “warning,” or “advisory” covering at least a portion of ENO’s service territory relating to a “named” hurricane or tropical storm named by the National Weather Service (or successor agency); or

(ii)A storm or weather event in any portion of ENO’s service territory for which either (1) the President of the United States declares a “Federal Disaster Area” or makes a similar declaration or (2) the Governor of Louisiana declares a “State of Emergency” or makes a similar declaration; and

(iii)The occurrence of an event or a series of events related to a storm or weather/weather-related event, which causes ENO to incur at least $1,500,000 of costs in aggregate (such costs as would be accounted for as deferred O&M in Account 228 or as capital expenditures in Accounts 107 or 108 consistent with ENO’s Storm Damage policy) to repair damage caused by that event or events and/or otherwise to restore electric service and/or replace and/or remove tangible assets in ENO’s service territory in the aftermath of such event or events.

(c)Upon receipt by the Escrow Agent of a certified copy of an Order of the Council or a certified copy of an Order of a court of competent jurisdiction authorizing or directing ENO or the Escrow Agent to close the Escrow Account, the Escrow Agent shall disburse to ENO all Escrowed Property, less any currently outstanding charges authorized herein, and, upon said disbursement to ENO this Agreement shall automatically terminate.

(d)Escrow Agent agrees to make disbursements to ENO:

(1)within 24 hours or the next business day of receipt of the certificate requesting said disbursement, in the case of a disbursement required under Paragraph (b) of this Section 4; and

(2)within 30 business days of receipt of an Order described in Paragraph (c) of this Section 4.

(e)Each request for disbursement presented by ENO shall include disbursement instructions. Disbursements from the Escrow Account shall be made by the Escrow Agent only to the account and only in the manner specified in the disbursement instructions.

(f)In the event that there are insufficient funds in the Escrow Account to satisfy a request for disbursement that meets the requirements of Paragraph b(1) in this Section 4, at the time that such request is made, the Escrow Agent shall only make a disbursement from the Escrow Account to the extent that funds are available in the Escrow Account. The Escrow Agent shall make no disbursement that would cause an overdraft of the Escrow Account.

(g)Security Procedure For Funds Transfers. The Escrow Agent shall confirm each funds transfer instruction received in the name of ENO by means of the security procedure selected by ENO and communicated to the Escrow Agent through a signed certificate in the form of Exhibit F attached hereto, which upon receipt by the Escrow Agent shall become a part of this Escrow Agreement. Once delivered to the Escrow Agent, Exhibit F may be revised or rescinded only by a writing signed by an authorized representative of ENO. Such revisions or rescissions shall be effective only after actual receipt and following two business days. If a revised Exhibit F or a rescission of an existing Exhibit F is delivered to the Escrow Agent by an entity that is a successor-in-interest to ENO, such document shall be accompanied by additional documentation satisfactory to the Escrow Agent showing that such entity has succeeded to the rights and responsibilities of ENO under this Escrow Agreement. ENO understands that the Escrow Agent’s inability to receive or confirm funds transfer instructions pursuant to the security procedure selected by ENO may result in a delay in accomplishing such funds transfer, and agrees that the Escrow Agent shall not be liable for any loss caused by any such delay.

5.Review of Disbursements. After Escrow Agent makes disbursements to ENO, ENO shall cause said disbursements to be reviewed by the Council on an annual basis or in connection with any rate review. In the event that ENO as the result of such review is required to repay an amount to the Escrow Account, the Escrow Agent shall accept said amount for re-deposit into the Escrow Account.

6.Income Taxes. If either the United States Internal Revenue Service or the Louisiana Department of Revenue asserts that the receipt of the Storm Recovery Reserve Amount is subject to income tax, and ENO acquiesces in a determination that such taxes are payable currently, then, upon receipt of a request for disbursement signed by two Authorized Officers of ENO in the form of Exhibit C attached hereto, the Escrow Agent shall deliver to ENO from the Escrow Account the amount needed to pay any such income taxes.

7.No Diversion Permitted. Except as provided in Sections 4(c), 6 and 15, the assets of the Escrow Account shall be used only to pay amounts that become due pursuant to Section 4(b). Escrowed Property shall not be included in the estate of ENO for bankruptcy purposes or used to satisfy creditors of ENO for purposes inconsistent with those described herein. In no event shall the assets of the Escrow Account be available to satisfy liabilities of ENO other than those set forth herein. Upon a merger or sale of ENO, or surrender of either or both of ENO’s franchises, the assets of the Escrow Account shall continue to be available in accordance with the terms hereof until such time as a final non-appealable order of the Council providing for the disposition of the balance of the Escrowed Property is obtained, upon timely application by ENO.

8.Information Provided by Escrow Agent. The Escrow Agent shall deliver monthly account statements detailing all deposits to and disbursements from the Escrow Account, including all Escrow Interest. In

addition, Escrow Agent shall provide daily on-line access to balances and activity in the Escrow Account. Account statements shall be delivered and on-line access shall be available to the person(s) identified in writing by ENO’s Vice President and Treasurer or any Assistant Treasurer.

9.Instructions from ENO to Escrow Agent. Except as otherwise provided herein, any instructions, certifications, demands, or other communications from ENO to Escrow Agent may be made by any of the persons then serving as ENO’s President and Chief Executive Officer, Vice President and Treasurer, or any Assistant Treasurer.

10.Responsibilities of the Escrow Agent. The Escrow Agent shall have no duties or responsibilities except those expressly set forth in this Escrow Agreement. The Escrow Agent shall have no responsibility for the validity of any agreements referred to in this Escrow Agreement, or for the performance of any such agreements by any party or for interpretation of any of the provisions of any such agreements. The Escrow Agent shall be protected in acting upon any certificate, notice or other instrument whatsoever received by the Escrow Agent under this Escrow Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith believes to be genuine and to have been signed or presented by a proper person or persons. The Escrow Agent shall have no responsibility as to the validity, collectability or value of the Escrowed Property. In the event that the Escrow Agent shall be uncertain as to its duties or rights or shall receive instructions with respect to any Escrowed Property which, in the opinion of the Escrow Agent, are in conflict with any of the provisions of this Escrow Agreement, the Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by ENO or by order of a court of competent jurisdiction. The Escrow Agent shall be deemed to have no notice of, or duties with respect to, any agreement or agreements with respect to any property held by it in escrow pursuant to this Escrow Agreement other than this Escrow Agreement or except as otherwise provided herein. This Escrow Agreement sets forth the entire agreement between ENO and the Escrow Agent with respect to the escrow of Storm Reserve Amounts. The Escrow Agent shall at all times maintain an investment-grade rating of not less than “A” on LT Local Issuer Creditby Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or “A2” on Senior Unsecured Debtby Moody’s Investors Service, Inc., and at least ten billion dollars in assets. Within 10 business days of any rating change, the Escrow Agent shall notify ENO of such change and provide a copy of each rating agency release announcing such a change.

11.Nature of the Escrow. The Escrow Agent shall have no interest in the Escrowed Property except as provided in this Escrow Agreement. The Escrowed Property shall be held separate from the assets of Escrow Agent. Escrow Agent shall have custody of the Escrowed Property solely as custodian for ENO and its successors and assigns.

12.Amendment and Cancellation. The Escrow Agent shall not be bound by any cancellation, waiver, modification or amendment of this Escrow Agreement, including the transfer of any interest hereunder, unless such cancellation, waiver, modification or amendment is in writing and signed by ENO, and a copy is provided to the Escrow Agent and, if the duties of the Escrow Agent hereunder are affected in any way, unless such waiver, modification or amendment is accepted in writing by the Escrow Agent. Acceptance of such waiver, modification or amendment by the Escrow Agent shall not, however, be a precondition to its obligation to comply with a direction received under Section 4(c), Section 14, an order referred to in Section 23, or a similar action, and the Escrow Agent shall be bound to comply upon its receipt of any such direction or order from ENO.

13.Legal Counsel. The Escrow Agent may consult with and obtain advice from legal counsel in the event of any question as to any of the provisions hereof or its duties under this Escrow Agreement, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the opinion and

instructions of such counsel. The reasonable cost of such services, should they be required, shall be added to and be a part of the Escrow Agent’s expenses and reimbursed in accordance with Section 15 hereof.

14.Resignation or Removal. The Escrow Agent shall have the right, in its discretion, to resign as Escrow Agent at any time, by giving at least 30 days prior written notice of such resignation to ENO. ENO shall have the right to remove Escrow Agent, with or without cause, upon 30 days prior written notice to Escrow Agent. In the event of a removal or resignation, ENO shall promptly select as successor Escrow Agent a bank meeting the requirements of Section 10. The Escrow Agent shall be entitled to unpaid fees and expenses for its services hereunder, as described in Section 15, and shall cooperate with the successor Escrow Agent to effect the transfer of the Escrowed Property. An Escrow Agent shall be discharged from all further duties upon acceptance by a successor Escrow Agent of its duties and upon transfer and delivery of the funds in the Escrow Account to such successor, or upon the order of any court of competent jurisdiction. Upon delivery to ENO of an Escrow Agent’s final statement of receipts and disbursements, the Escrow Agent shall be relieved of all further liability unless ENO files a written objection with it within 30 days of receipt.

15.Fees and Expenses. The Escrow Agent shall be entitled to be paid a fee for its services pursuant to the Escrow Fee Schedule (attached as Exhibit D) and to be reimbursed for its reasonable out-of-pocket fees and expenses hereunder. The Escrow Agent shall submit an invoice for such fees and expenses to ENO. The Escrow Agent shall deduct its fees and expenses from the Escrow Account no sooner than 30 days after the date of the invoice. The Escrow Agent shall make no disbursement that would cause an overdraft of the Escrow Account.

16.Notices. All notices, invoices, requests, demands, claims, and other communications relating to this Escrow Agreement shall be in writing and shall be deemed to have been given (a) on the date of personal delivery, (b) on the fourth day after deposit in U.S. Mail if mailed by registered or certified mail, postage prepaid and return receipt requested, (c) when receipt is electronically confirmed, if faxed (with hard copy to follow via first class mail, postage prepaid), or (d) one day after deposit with a reputable overnight courier:

If to the Escrow Agent:

Wells Fargo Bank, N.A.

Corporate, Municipal & Escrow Solutions

625 Marquette Avenue, 11^th Floor

Minneapolis, MN 55479

Attention: Lynn Lean, N9311-115

Phone: 612-667-2528

Fax: 612-667-2160

If to ENO:

Entergy New Orleans, Inc.

1600 Perdido Street

New Orleans, Louisiana 70112

Attention: President

with a copy (which shall not constitute notice): to the Vice President and Treasurer (639 Loyola Avenue, New Orleans, Louisiana 70113; Fax: 504-576-4455) and to any other person(s) identified in writing by ENO’s President and Chief Executive Officer, Vice President and Treasurer, or any Assistant Treasurer

ENO or Escrow Agent may change the address and/or facsimile number to which notices, requests, demands, claims, and other communications are to be delivered by giving the other party notice in the manner set forth in this Section 16.

17.Indemnification of Escrow Agent. ENO agrees to hold the Escrow Agent harmless and to indemnify the Escrow Agent against any loss, liability, claim or demand arising out of or in connection with the performance of its obligations in accordance with the provisions of this Escrow Agreement; provided, however, that said indemnification shall not cover losses, claims and demands arising out of the gross negligence or willful misconduct of Escrow Agent or any of its employees or agents. The Escrow Agent shall not be responsible for any losses resulting from an act of God, that is, an overwhelming, unpreventable event caused by a force of nature, such as earthquake, flood or tornado, if the losses could not be prevented or avoided by the exercise of due care. The indemnification set forth in this Section 17 shall survive termination of this Escrow Agreement and the resignation or removal of the Escrow Agent.

18.Disagreements. In the event of a dispute between the parties hereto sufficient in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender the Escrowed Property into the registry or custody of any court of competent jurisdiction, to initiate such legal proceedings as it deems appropriate, and thereupon to be discharged from all further duties and liabilities under this Escrow Agreement. Any such legal action may be brought in any such court in Louisiana as Escrow Agent shall determine to have jurisdiction over the Escrowed Property. The filing of any such legal proceedings shall not deprive Escrow Agent of its compensation hereunder earned prior to such filing.

19.Litigation; Agents. If the Escrow Agent becomes involved in litigation on account of this Escrow Agreement, it shall have the right to retain counsel and shall have a first lien on the Escrowed Property for any and all costs, attorneys’ fees, charges, disbursements, and expenses in connection with such litigation; and shall be entitled to reimbursement therefor out of the Escrowed Property in accordance with Section 15, and if such reimbursement is unavailable due to insufficient funds in the Escrow Account, ENO agrees to pay to the Escrow Agent within 30 days of demand its reasonable charges, counsel and attorneys’ fees, disbursements, and expenses in connection with such litigation, except for any litigation that results in a finding of gross negligence or willful misconduct of Escrow Agent or any of its employees or agents. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees.

20.Court Orders. In the event that any of the Escrowed Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court of competent jurisdiction, or any order, judgment or decree shall be made or entered by any order of a court of competent jurisdiction affecting the Escrowed Property, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other person, firm or corporation, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

21.Governing Law. This Escrow Agreement shall be governed by, and construed in accordance with, the laws of the State of Louisiana applicable to contracts executed in and to be performed entirely within that state, without reference to its conflict of laws principles.

22.Severability. Whenever possible, each provision of this Escrow Agreement shall be interpreted in such manner as to be effective and valid under Louisiana law, but if any provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective to

the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement.

23.Entire Agreement; Binding Effect. This Escrow Agreement contains the entire understanding by and between the parties hereto with respect to the matters contained herein and shall be binding upon and shall inure to the benefit of (a) the parties hereto, (b) any “successor” to ENO (i) that provides electric transmission and distribution service to ENO’s customers that are subject to the jurisdiction of the Council or (ii) that provides distribution service to ENO’s customers that are subject to the jurisdiction of the Council if by law, ENO or its successor is no longer required to own and/or operate both the transmission and distribution systems, and (c) any successor or assign of the Escrow Agent (to the extent permitted hereunder). For purposes of clause (b) of this Section 23, a “successor” means any entity that succeeds by any means whatsoever to any interest or obligation of its predecessor or transferor (a “Successor Transaction”), including by way of bankruptcy, reorganization or other insolvency proceeding, merger, acquisition, division, consolidation or other business combination, conversion, assignment, sale, transfer, lease, management contract, pledge or other security, by operation of law, as a result of electric utility restructuring or otherwise.

24. Counterparts. This Escrow Agreement may be executed in counterparts, all of which taken together shall constitute one instrument.

25.Limitation of Liability. The Escrow Agent SHALL NOT be liable, directly or indirectly, for any (i) damages, losses or expenses arising out of the services provided hereunder, other than damages, losses or expenses which have been finally adjudicated to have DIRECTLY resulted from the Escrow Agent’s gross negligence or willful misconduct, or (ii) special, indirect or consequential damages or LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), even if the Escrow Agent has been advised of the possibility of such LOSSES OR damages AND REGARDLESS OF THE FORM OF ACTION.

[Remainder of Page Intentionally Blank; Signature Page Follows]

Each party has caused this agreement to be executed in multiple originals by its duly authorized officer effective as of the date first written above.

Entergy New Orleans, Inc.

By:

Name:

Title:

Wells Fargo Bank, N.A.

By:

Name:

Title:

Exhibit A

Financing Order

(Separately Attached)

Exhibit B

Entergy New Orleans, Inc. Request for Disbursement for Storm Costs

This is a request for disbursement from the Escrow Account established by Entergy New Orleans, Inc. (“ENO”) pursuant to that certain Storm Recovery Reserve Escrow Agreement dated _______________, 2015 (“Escrow Agreement”) by and between ENO and Wells Fargo Bank, N.A. This request is made pursuant to Section 4(b) of the Escrow Agreement. Capitalized terms used and not defined herein shall have the meanings set forth in the Escrow Agreement.

The undersigned Authorized Officers of ENO hereby certify that a Triggering Weather Event has occurred that has caused the incurrence of at least $1,500,000 of costs to repair damage and/or otherwise to restore electric service and/or replace and/or remove tangible assets in the aftermath of such event.

Therefore, the undersigned authorize and direct Escrow Agent to make a disbursement to ENO from the Escrow Account (Account No. _______________) in the amount of $____________________, not exceeding the amount of such costs, such transfer to be made via wire transfer from the Escrow Account to:

Bank:

Account:

ABA #:

Dated the _______ day of ___________, 20___.

By:By:

Name:Name:

Title:Title:

Copy to: Council of the City of New Orleans

Exhibit C

Entergy New Orleans, Inc. Request for Disbursement to Pay Income Taxes

This is a request for disbursement from the Escrow Account established by Entergy New Orleans, Inc. (“ENO”) pursuant to that certain Storm Recovery Reserve Escrow Agreement dated _______________, 2015 (“Escrow Agreement”) by and between ENO and Wells Fargo Bank, N.A. The request is made pursuant to Section 6 of the Escrow Agreement. Capitalized terms used and not defined herein shall have the meanings set forth in the Escrow Agreement.

The undersigned Authorized Officers of ENO hereby certify as follows:

Income taxes have been imposed on ENO by the United States Internal Revenue Service and/or Louisiana Department of Revenue with regard to certain Escrowed Property, in the amount of $______________________;

ENO has acquiesced in the payment of that amount of taxes; and

Therefore, the undersigned authorize and direct Escrow Agent to make a disbursement to ENO from the Escrow Account (Account No. _______________) in the amount of $____________________, the amount of such taxes, such transfer to be made via wire transfer from the Escrow Account to:

Bank:

Account:

ABA #:

Dated the _______ day of ___________, 20__.

By:By:

Name:Name:

Title:Title:

Copy to: Council of the City of New Orleans

Exhibit D

Escrow Agent’s Schedule of Fees and Expenses

Acceptance Fee Waived

A one-time fee for our initial review of governing documents, account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing.

Annual Administration Fee $3,500.00

An annual fee for customary administrative services provided by the escrow agent, including daily routine account management; investment transactions, cash transactions processing (including wire and check processing), disbursement of funds in accordance with the agreement, tax reporting for one entity, and providing account statements to the parties. The escrow agent reserves the right to assess a $50 tax reporting fee per payee in excess of the amount anticipated above. The administration fee is payable annually in advance per escrow account established. The first installment of the administrative fee is payable at closing.

Out-of-Pocket Expenses At cost

Out-of- pocket expenses will be billed as incurred at cost at the sole discretion of Wells Fargo.

Extraordinary Services Standard Rate

The charges for performing services not contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be at Wells Fargo’s rates for such services in effect at the time the expense is incurred.

Assumptions

This proposal is based upon the following assumptions with respect to the role of escrow agent:

• Number of escrow accounts to be established: One (1) account to be established

• Amount of escrow: estimated $64,000,000

• Term of escrow: Unknown, estimated Twelve (12) months

• Number of tax reporting parties: up to Two (2)

• Number of parties to the transaction: Two (2) entities

• Number of cash transactions (deposits/disbursements): Not more than One (1) per month

• Fees quoted assumes balances invested under the escrow agreement will be held in: Wells Fargo Advantage Money Market Fund

Terms and conditions

• The recipient acknowledges and agrees that this proposal does not commit or bind Wells Fargo to enter into a contract or any other business arrangement, and that acceptance of the appointment described in this proposal is expressly conditioned on (1) compliance with the requirements of the USA Patriot Act of 2001, described below, (2) satisfactory completion of Wells Fargo’s internal account acceptance procedures, (3) Wells Fargo’s review of all applicable governing documents and its confirmation that all terms and conditions pertaining to its role are satisfactory to it and (4) execution of the governing documents by all applicable parties.

• Should this transaction fail to close or if Wells Fargo determines not to participate in the transaction, any acceptance fee and any legal fees and expenses may be due and payable.

• Legal counsel fees and expenses, any acceptance fee and any first year annual administrative fee are payable at closing.

• Any annual fee covers a full year or any part thereof and will not be prorated or refunded in a year of early termination.

• Should any of the assumptions, duties or responsibilities of Wells Fargo change, Wells Fargo reserves the right to affirm, modify or rescind this proposal.

• The fees described in this proposal are fixed for 12 months and thereafter subject to periodic review and adjustment by Wells Fargo.

• Invoices outstanding for over 30 days are subject to a 1.5% per month late payment penalty.

• This fee proposal is good for 90 days.

• Important information about identifying our customers

•To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person (individual, corporation, partnership, trust, estate or other entity recognized as a legal person) for whom we open an account. What this means for you: Before we open an account, we will ask for your name, address, date of birth (for individuals), TIN/EIN or other information that will allow us to identify you or your company. For individuals, this could mean identifying documents such as a driver’s license. For a corporation, partnership, trust, estate or other entity recognized as a legal person, this could mean identifying documents such as a Certificate of Formation from the issuing state agency.

•

•CTS Op Code C510579

•Date: January 8, 2015

•Submitted by: Greg Stites, Vice President

•(512) 344-8640 Office

•(512) 426-5926 Cell

•Greg.L.Stites@wellsfargo.com

Exhibit E

Investment details.

ENO shall use its reasonable best efforts and appropriate due diligence to select the investment option for the Escrowed Property, with the goal of maximizing investment return while seeking to preserve the principal amount of the Storm Recovery Reserve Amount at all times and maintaining the highest liquidity during hurricane season. Among the authorized investments, are those authorized by the Trustee’s Trust Department from time to time. As of the date hereof, investments that meet ENO’s criteria are Prime and Government Money Market Funds. ENO shall use reasonable best efforts and appropriate due diligence to review the performance of the investment option that is selected and may make changes to the investment option from time to time as it deems appropriate based on such performance for inclusion in ENO’s reporting requirements to the Council on the Escrow Account.

Exhibit F

Entergy New Orleans (“ENO”) certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit F identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of ENO, and that the option checked in Part III of this Exhibit F is the security procedure selected by ENO for use in verifying that a funds transfer instruction received by the Escrow Agent is that of ENO.

ENO has reviewed each of the security procedures and has determined that the option checked in Part III of this Exhibit F best meets its requirements; given the size, type and frequency of the instructions it will issue to the Escrow Agent. By selecting the security procedure specified in Part III of this Exhibit F, ENO acknowledges that it has elected to not use the other security procedures described and agrees to be bound by any funds transfer instruction, whether or not authorized, issued in its name and accepted by the Escrow Agent in compliance with the particular security procedure chosen by ENO.

NOTICE: The security procedure selected by ENO will not be used to detect errors in the funds transfer instructions given by ENO. If a funds transfer instruction describes the beneficiary of the payment inconsistently by name and account number, payment may be made on the basis of the account number even if it identifies a person different from

the named beneficiary. If a funds transfer instruction describes a participating financial institution inconsistently by name and identification number, the identification number may be relied upon as the proper identification of the financial institution. Therefore, it is important that ENO take such steps as it deems prudent to ensure that there are no such inconsistencies in the funds transfer instructions it sends to the Escrow Agent.

Part I

Name, Title, Telephone Number, Electronic Mail (“e-mail”) Address and Specimen Signature for person(s) designated to provide direction, including but not limited to funds transfer instructions, and to otherwise act on behalf of ENO

Name TitleTelephone NumberE-mail AddressSpecimen Signature

_______________ _______________________________________ ______________________

_______________ _______________________________________ ______________________

_______________ _______________________________________ ______________________

Part II

Name, Title, Telephone Number and E-mail Address for

person(s) designated to confirm funds transfer instructions

Name TitleTelephone NumberE-mail Address

___________________ _________________________________________________

___________________ _________________________________________________

___________________ _________________________________________________

Part III

Means for delivery of instructions and/or confirmations

The security procedure to be used with respect to funds transfer instructions is checked below:

Option 1. Confirmation by telephone call-back. The Escrow Agent shall confirm funds transfer instructions by telephone call-back to a person at the telephone number designated on Part II above. The person confirming the funds transfer instruction shall be a person other than the person from whom the funds transfer instruction was received, unless only one person is designated in both Parts I and II of this Exhibit B.

CHECK box, if applicable:

If the Escrow Agent is unable to obtain confirmation by telephone call-back, the Escrow Agent may, at its discretion, confirm by e-mail, as described in Option 2.

Option 2. Confirmation by e-mail. The Escrow Agent shall confirm funds transfer instructions by e-mail to a person at the e-mail address specified for such person in Part II of this Exhibit B. The person confirming the funds transfer instruction shall be a person other than the person from whom the funds transfer instruction was received, unless only one person is designated in both Parts I and II of this Exhibit B. ENO understands the risks associated with communicating sensitive matters, including time sensitive matters, by e-mail. ENO further acknowledges that instructions and data sent by e-mail may be less confidential or secure than instructions or data transmitted by other methods. The Escrow Agent shall not be liable for any loss of the confidentiality of instructions and data prior to receipt by the Escrow Agent.

CHECK box, if applicable:

If the Escrow Agent is unable to obtain confirmation by e-mail, the Escrow Agent may, at its discretion, confirm by telephone call-back, as described in Option 1.

Option 3. Delivery of funds transfer instructions by password protected file transfer system only - no confirmation. The Escrow Agent offers the option to deliver funds transfer instructions through a password protected file transfer system. If ENO wishes to use the password protected file transfer system, further instructions will be provided by the Escrow Agent. If ENO chooses this Option 3, it agrees that no further confirmation of funds transfer instructions will be performed by the Escrow Agent.

Option 4. Delivery of funds transfer instructions by password protected file transfer system with confirmation. Same as Option 3 above, but the Escrow Agent shall confirm funds transfer instructions by telephone call-back or e-mail (must check at least one, may check both) to a person at the telephone number or e-mail address designated on Part II above. By checking a box in the prior sentence, the party shall be deemed to have agreed to the terms of such confirmation option as more fully described in Option 1 and Option 2 above.

Dated this ____ day of ___________, 20__.

By ________________________________________

Name:

Title:

EX-99.5

Exhibit 99.5

[Letterhead of Phelps Dunbar, L.L.P.]

[June ___], 2015

9346-354

To the Parties Listed on

Schedule 1 Attached Hereto

Re:Entergy New Orleans Storm Recovery Funding I, L.L.C.:

Constitutional Issues

Ladies and Gentlemen:

We have acted as counsel to Entergy New Orleans Storm Recovery Funding I, L.L.C., a Louisiana limited liability company (the “Issuer”), and Entergy New Orleans, Inc., a Louisiana corporation (the “ENO”), in connection with the following (collectively the “Transaction”):

(i)The issuance of Resolution No. R-15-193 (the “Financing Order”) adopted by the Council (the “Council”) of the City of New Orleans (the “City”) in Docket No. UD-14-01 (Phase II) on May 14, 2015, pursuant to the Louisiana Electric Utility Storm Recovery Securitization Act, Act No. 64, § 2, of 2006, La. R.S. 45:1226-1236 (the “Securitization Act”), and other constitutional and statutory authority;

(ii)the sale of the rights and interests of ENO in and to certain storm recovery property (as defined in and created under the Securitization Act and the Financing Order) to the Issuer pursuant to that certain Storm Recovery Property Purchase and Sale Agreement, dated as of __________, 2015, by and between ENO and the Issuer (the “Sale Agreement”); and

(iii)the concurrent issuance of debt securities (the “Bonds”) by the Issuer secured by (among other things) a security interest in the storm recovery property pursuant to that certain Indenture dated as of _____________, 2015, and the related Series Supplement dated as of _________, 2015 (collectively the “Indenture”), between the Issuer and The Bank of New York Mellon, a New York banking corporation, as indenture trustee and securities intermediary acting on behalf of the holders of the Bonds (the “Bondholders”).

Capitalized terms that are defined in the Indenture but are not defined herein shall have the meanings ascribed to them in the Indenture. The Indenture, the Sale Agreement, the Servicing Agreement and the Administration Agreement (as the latter two terms are defined in the Indenture) are referred to herein collectively as the “Transaction Documents.”

Opinions Requested

You have requested our opinion as to:

(a)whether the Bondholders could challenge successfully under the “contract clause” of the United States Constitution (Article I, Section 10, Clause 1 of the United States Constitution, the “Federal Contract Clause”), which provides in pertinent part that “[n]o State shall . . . pass any . . . Law impairing the obligation of contracts,” or under the “contract clause” of the Louisiana Constitution (Article I, Section 23 of the Louisiana Constitution of 1974, the “Louisiana Contract Clause”), which provides in pertinent part that “[n]o . . . law impairing the obligation of contracts shall be enacted,” the constitutionality of any action by the State of Louisiana, or the Council, of a legislative character, including the repeal or amendment of the Securitization Act or the Financing Order, that a reviewing court of competent jurisdiction would determine repeals, amends or violates the Legislative Pledge (as defined below) contained in the Securitization Act or the Council Pledge (as defined below) authorized by the Securitization Act and contained in the Financing Order in a manner that substantially reduces, limits or impairs the value of the Bonds or substantially reduces, limits or impairs the Storm Recovery Charges or the rights and remedies of the Bondholders (any such event being an “impairment”) prior to the time the Bonds are fully paid and discharged; and

(b)whether, under the Fifth Amendment to the United States Constitution (made applicable to the State of Louisiana through the Due Process Clause of the Fourteenth Amendment to the United States Constitution), which provides in pertinent part, “nor shall private property be taken for public use, without just compensation” (the “Federal Takings Clause”), or under Article I, Section 4 of the Louisiana Constitution, which provides in pertinent part that “[p]roperty shall not be taken or damaged by the state or its political subdivisions except for public purposes and with just compensation paid to the owner or into court for his benefit” (the “Louisiana Takings Clause”), a reviewing court of competent jurisdiction would find a compensable taking if the State of Louisiana, or the Council, takes action of a legislative character that repeals, amends or violates the Legislative Pledge or the Council Pledge or takes other action in contravention of either of the Pledges (as defined below) that the court concludes permanently appropriates the Storm Recovery Charges or otherwise substantially reduces, limits or impairs the value of the Storm Recovery Charges, the Bonds or another substantial property interest of the Bondholders and deprives such Bondholders of their reasonable expectations arising from their investments in the Bonds (any such event being a “taking”).

Assumptions

In connection with rendering the opinions set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of (i) the Sale Agreement, (ii) the Indenture, (iii) the Registration Statement (including the prospectus and prospectus supplement included therein) initially filed by the Issuer with the Securities and Exchange Commission on April 10, 2015 (Form S-3 Registration Nos. 333-203320 and 333-203320-01), as amended by Amendment No. 1 thereto filed with the Securities and Exchange Commission on May 29, 2015, [and Amendment No. 2 filed with the Securities and Exchange Commission on [______], 2015], as declared effective by the Securities and Exchange Commission with respect to the Bonds (the “Registration Statement”), (iv) the Securitization Act, (v) the Financing Order, and (vi) such other documents relating to the Transaction as we have deemed necessary or advisable as the basis for such opinions. [VERIFY]

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and

the authenticity of the originals of such latter documents. In making our examination of documents, for purposes of this Opinion we have assumed that the parties to such documents had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, including the Transaction Documents, and the validity and binding effect thereof. We further have assumed for purposes of this Opinion that the Financing Order was duly authorized and issued by the Council in accordance with all applicable statutes, rules and regulations of the State of Louisiana (the “State”) and the Home Rule Charter, ordinances, rules and regulations of the City; the Financing Order and the process by which it was issued comply with all applicable statutes, rules and regulations of the State and the Home Rule Charter, ordinances, rules and regulations of the City; the Financing Order is in full force and effect and is final and nonappealable; and the Securitization Act was duly enacted by the Louisiana Legislature in accordance with all applicable Louisiana laws and is in full force and effect. Please see our separate opinion to you dated the date hereof addressing these foregoing matters.

We have assumed for purposes of this Opinion that any legislation enacted by the Louisiana Legislature or supplemental order adopted by the Council impairing the value of the Bonds would constitute a “substantial” modification of the provisions of the Securitization Act or the Financing Order that provide support for the Bonds (and is done without providing full compensation for the Bondholders). The determination of whether particular governmental action of a legislative character constitutes a substantial impairment of a particular contract is a fact‑specific analysis, and nothing in this Opinion expresses any opinion as to how a court would resolve the issue of “substantial impairment” with respect to the Bonds in relation to any particular action of a legislative character by the Legislature or the Council being challenged.See infra note 83. The degree of impairment necessary to meet the standards for relief under the Takings Clauses or Contract Clauses analysis set forth in this opinion could be substantially in excess of what a Bondholder would consider material.

We have made no independent investigation of the facts referred to herein, and with respect to such facts we have relied, for purposes of rendering the opinions set forth below, and except as otherwise expressly stated herein, exclusively on the statements contained and matters provided for in the Transaction Documents, the Registration Statement, and such other documents relating to the Transaction as we have deemed advisable, including the factual representations, warranties and covenants contained therein as made by the respective parties thereto.

The Legislative Pledge

The Securitization Act contains the following pledge (the “Legislative Pledge”) by the State of Louisiana, for the benefit of Bondholders, defined as a person who holds a storm recovery bond as defined in the Securitization Act:

(B)The state pledges to and agrees with bondholders, the owners of the storm recovery property, and other financing parties that the state will not:

(1)Alter the provisions of this [Securitization Act] which authorize the commission to create a contract right by the issuance of a financing order, to create storm recovery property, and to make the storm recovery charges imposed by a financing order irrevocable, binding, and nonbypassable charges;

(2)Take or permit any action that impairs or would impair the value of storm recovery property; or

(3)Except as allowed under this Section and except for adjustments under any true-up mechanism established by the commission, reduce, alter, or impair storm recovery charges that are to be imposed, collected, and remitted for the benefit of the bondholders and other financing parties until any and all principal, interest, premium, financing costs and other fees, expenses, or charges incurred, and any contracts to be performed, in connection with the related storm recovery bonds have been paid and performed in full. Nothing in this Paragraph shall preclude limitation or alteration if and when full compensation is made by law for the full protection of the storm recovery charges collected pursuant to a financing order and full protection of the holders of storm recovery bonds and any assignee or financing party.

(C)Any person or entity that issues storm recovery bonds may include the pledge specified in Subsection B of this Section and in R.S. 45:1228(C)(5) in the bonds and related documentation. ^{La. R.S. 45:1234(B) and (C). Under the Securitization Act, “commission” means with respect to an electric utility furnishing electric service within the City of New Orleans, the Council. La. R.S. 45:1227(3).} 

As explicitly authorized by the Securitization Act, the Legislative Pledge has been included in the Bonds. Even absent this statutory language, the Transaction Documents should be regarded as including the terms of the Securitization Act. Franklin California Tax-Free Trust v. Comm. of Puerto Rico, Case No. 3:14-cv-01518-FAB, pp. 51-52 (D.P.R. February 6, 2015).

The Financing Order and Council Pledge

The Financing Order contains the following ordering paragraphs (the “Council Pledge”, and together with the Legislative Pledge collectively the “Pledges”):

49.Irrevocable. After the earlier of the transfer of the storm recovery property to an assignee or issuance of the storm recovery bonds authorized by this Financing Order, this Financing Order is irrevocable until the indefeasible payment in full of such bonds and the related financing costs. The Council covenants, pledges and agrees it thereafter shall not amend, modify, or terminate this Financing Order by any subsequent action, or reduce, impair, postpone, terminate, or otherwise adjust the storm recovery charges approved in this Financing Order, or in any way reduce or impair

the value of the storm recovery property created by this Financing Order, except as may be contemplated by a refinancing authorized under [the Securitization Act] or the periodic true-up adjustments authorized by this Financing Order, until the indefeasible payment in full of the storm recovery bonds and the related financing costs.

50.Duration. This Financing Order and the charges authorized hereby shall remain in effect until the storm recovery bonds and all financing costs related thereto have been indefeasibly paid or recovered in full. This Financing Order shall remain in effect and unabated notwithstanding the reorganization, bankruptcy, or other insolvency proceedings of ENO or its successors or assignees. . . .

51.Contract. The Council acknowledges that the storm recovery bonds approved by this Financing Order will be issued and purchased in express reliance upon this Financing Order and the Council’s covenant and pledge herein of irrevocability and the vested contract right created hereby. The provisions of this Financing Order shall create a contractual obligation of irrevocability by the Council in favor of the owners from time to time of the storm recovery bonds, and any such bondholders may by suit or other proceedings enforce and compel the performance of this Financing Order against the Council. It is expressly provided that such remedy as to individual councilmembers is strictly limited to a claim solely for prospective relief of declaratory and injunctive relief only; there shall be no other cause or right of action for damages or otherwise against the individual councilmembers. The purchase of the bonds, which reference in their related documentation the covenant and pledge provided in this Financing Order, is acknowledged by the Council to be adequate consideration by the owners of the bonds for the Council's covenant of irrevocability contained in this Financing Order. The Council acknowledges that it would be unreasonable, arbitrary and capricious for the Council to take any action contrary to the covenant and pledge set forth in this Financing Order after the issuance of the storm recovery bonds….

…

53.Inclusion of Pledges. The [Issuer], as issuer of the storm recovery bonds, is authorized, pursuant to Section 1234(C) of [the Securitization Act] and this Financing Order to include the State of Louisiana pledge contained in Section 1234 of [the Securitization Act] and the Council pledge contained in Ordering Paragraph 49 with respect to the storm recovery property and storm recovery charges in the bonds and related bond documentation. The Financing Order is subject to the State pledge.

As explicitly authorized by the Financing Order and by the Securitization Act, the Council Pledge in Financing Order Ordering Paragraph 49 has been included in the Bonds.

Outline of Analysis

If the Louisiana Legislature or the Council were to take action of a legislative character, including the repeal, rescission or amendment of the Securitization Act or the Financing Order, that a court determines violates either of the Pledges in a manner that substantially reduces, limits or impairs the value of the Storm Recovery Property including the Storm Recovery Charges, such action would raise issues under the Federal Takings Clause, the Louisiana Takings Clause, the Federal Contract Clause and the Louisiana Contract Clause. Additionally, with respect to such action by the Council, such action would raise questions on direct appeal to Louisiana state courts of arbitrariness, capriciousness, abuse of authority and unreasonableness. The jurisprudence of the Louisiana Supreme Court clearly states that protection of private property, due process, impairment of contracts and similar constitutional concerns are a part of the judicial review process regarding utility regulatory orders in Louisiana. The jurisprudence of the United States Supreme Court and the Louisiana Supreme Court also establishes that any challenge to such action of a legislative character would raise the issue of whether the Pledges themselves are invalid and void under the “reserved powers” doctrine as beyond the State's (including its political subdivision the City’s) power to create irrevocable contract rights of this nature. In addition to considering the foregoing issues, at your request we also address issues pertaining to possible injunctive relief in federal or state court.

We address these issues in the following order:

The Council's Powers

Irrevocability of the Council Pledge

Federal Takings Clause

Louisiana Takings Clause

Federal Contract Clause

Louisiana Contract Clause

Reserved Powers Doctrine

Jurisprudential Considerations and Injunctions

The Constitutional Claims on Direct Review

Conclusion: Reserved Powers Doctrine; Legislative Pledge; Council Pledge; Securitization Act

The Council's Powers

The Council has exclusive regulatory and ratemaking authority over public utilities in New Orleans.Gordon v. Council of City of New Orleans, 9 So.3d 63, 72 (La. 2009) (“Gordon”). This authority is based upon the constitutional grant of home rule to regulate public utilities in the Louisiana Constitution of 1974.State ex rel. Guste v. Council of City of New Orleans, 309 So.2d 290, 292, 294 (La. 1975) (“Guste”). Specifically, Article IV, Section 21 of that 1974 Louisiana Constitution provides that the Louisiana Public Service Commission (the “LPSC”), which otherwise has the constitutional jurisdiction to regulate all public utilities in Louisiana, has no power to regulate any public utility regulated on the effective date of that Constitution by the governing authority of a political subdivision, such as the City of New Orleans An incorporated city such as the City of New Orleans is a “municipality” under the Louisiana Constitution of 1974, which in turn is one type of “political subdivision” and also one type of “local governmental subdivision.” La. Const. Art. VI, Sec. 44.. The City had authority to regulate those utility companies that furnish service within its jurisdiction under the previous Louisiana Constitution of 1921.Id.; former La. Const. Art. 6, Sec. 7 (1921); former Home Rule Charter of the

City of New Orleans Sec. 4-1604 (1954). Aurora Properties v. Louisiana Power & Light Co., 207 So.2d 356, 359 (La. 1968); State v. City of New Orleans, 151 La. 24, 91 So. 533, 536-37 (1922). The 1974 Louisiana Constitution left that grant of power undisturbed.Guste n.1. As expressly permitted by the 1974 Louisiana Constitution, the City actually surrendered, then later reinvested itself with, this regulatory power. La. Const. Art. IV, Sec. 21. On August 6, 1981, the Council adopted an ordinance calling for an election on proposed amendments to the Home Rule Charter to surrender the Council’s utility regulatory power over ENO (then named New Orleans Public Service, Inc.) and certain other utilities to the LPSC. The electorate voted in favor of the proposals on November 23, 1981, effective January 1, 1982. City of New Orleans v. New Orleans Public Service, Inc., 471 So.2d 233, 234 (La. App. 4th Cir. 1985); New Orleans Public Service, Inc. v. United Gas Pipeline Company, 694 F.2d 421 (5th Cir. 1982); New Orleans Public Service, Inc., v. United Gas Pipeline Co., 732 F.2d 452, n.19 (5th Cir. 1984). On May 4, 1985, the voters of New Orleans approved a proposal to re-amend the Home Rule Charter to transfer the powers of supervision, regulation and control of those public utilities, including ENO, back to the Council. City of New Orleans v. New Orleans Public Service, Inc., 471 So.2d 233, 240 n.5 (La. App. 4th Cir. 1985). Thus the Council, in exercising its role and power as utility regulator, is unlike the utility commissions in most other states, which are statutory creatures subject to the authority of the respective state legislatures. The LPSC’s equivalent regulatory power “is as complete in every respect as the regulatory power that would have been vested in the legislature in the absence of Article IV Section 21(B)” of the Louisiana Constitution, and the legislature’s acts or omissions can not subtract from the Commission’s exclusive, plenary power to regulate all common carriers and public utilities” outside the City of New Orleans. Eagle Water, Inc. v. LPSC, 627 So.2d 164, 166 (La. 1993) (“Bowie”). See infra notes 22 and 27. Home rule entities in Louisiana must be regarded as more than creatures of the legislature, since their powers and functions are granted directly by the Louisiana Constitution in terms full and general. Francis v. Morial, 455 So.2d 1168, 1173 (La. 1984). The City is governed by the provisions of a Home Rule Charter enacted prior to the 1974 Louisiana Constitution, and that pre-existing Home Rule Charter was continued and essentially constitutionalized by the 1974 Louisiana Constitution, which expressly recognizes and authorizes Louisiana political subdivisions such as the City to exercise home rule powers.New Orleans Campaign for a Living Wage v. City of New Orleans, 825 So.2d 1098, 1103 (La. 2002); Morial v. Smith & Wesson Corp., 785 So.2d 1, 7 (La. 2001); City of New Orleans v. Board of Comm’rs of Orleans Levee District, 640 So.2d 237, 244 (La. 1994). Article VI, Section 4 of the 1974 Louisiana Constitution provides that every home rule charter existing when this constitution is adopted shall remain in effect and, except where inconsistent with this constitution, each local governmental subdivision which has adopted such a home rule charter shall retain the powers, functions and duties in effect when this constitution is adopted. The Home Rule Charter of the City of New Orleans was reenacted by Louisiana Acts 1912, No. 159, and then constitutionally recognized in the 1921 Louisiana Constitution by amendment to Article 14, Section 22. 1950 La. Acts 551; Aurora Properties, Inc. v. Louisiana Power & Light Co., 207 So.2d 356, 359 (La. 1968); City of New Orleans v. Board of Directors of Louisiana State Museum, 739 So.2d 748, n.6 (La. 1999); New Orleans Campaign for a Living Wage v. City of New Orleans, 825 So.2d 1098, n.7 (La. 2002); Morial v. Smith & Wesson Corp., 785 So.2d 1, 15 (La. 2001). The Home Rule Charter of 1954 was in existence when the 1974 Constitution was adopted, which recognized as well any amendments to the charter, subsequent to the adoption of the constitution, made pursuant to methods provided in the Charter. City of New Orleans v. Board of Comm’rs of Orleans Levee District, 640 So.2d 237, 244 (La. 1994); see City of New Orleans v. Board of Directors of Louisiana State Museum, 739 So.2d 748, n.6 (La. 1999). Pursuant to that specified method, the current Home Rule Charter was approved by the voters of New Orleans in November 1995 and became effective on January 1, 1996. Home Rule Charter Sec. 10-121; Alliance for Affordable Energy v. Council of City of New Orleans, 677 So.2d 424, 425 (La. 1996).

Pursuant to the Home Rule Charter, all legislative powers of the City are vested in the Council. Home Rule Charter Sec. 3-101(1); Gordon, 9 So.3d at 71. Among the legislative powers exclusively granted to the Council are the powers of supervision, regulation and control over those utility companies that furnish services within the City. Home Rule Charter Sec. 3-130(1); Gordon, 9 So.3d at 71; Guste, 309 So.2d at 293. See infra notes 25, 74, 135, and 154. The LPSC’s ratemaking orders similarly have statutory effect. Louisiana Power & Light Co. v. LPSC, 377 So.2d 1023, 1028 (La. 1977). Ratemaking is included in the Council’s exclusive regulatory powers over utility companies. Home Rule Charter Sec. 3-130(2); Gordon, 9 So.3d at 72, 83. The sole exclusion from the constitutional grant of this regulatory power under the Home Rate Charter is the reservation to the LPSC regarding safety regulations pertaining to the operation of such utilities. La. Const. Art. IV, Sec. 21(C). An order of the Council fixing or establishing an utility rate or charge shall be passed by a resolution (as with this Financing Order) or an ordinance. Home Rule Charter Sec. 3-130(6). SeeLowenburg v. Entergy New Orleans, Inc., 763 So.2d 751 (La. App. 4th Cir. 2000) (expressly recognizing that the Home Rule Charter grants the Council the power to change utility rates by resolution).

Both the United States Supreme Court and the Louisiana Supreme Court have recognized that the Council has exclusive regulatory and ratemaking authority over the public utilities in New Orleans, including ENO, just as the LPSC otherwise has exclusive statewide regulatory and ratemaking power.New Orleans Public Service Inc. v. Council of City of New Orleans, 491 U.S. 350, 355, 109 S.Ct. 2506, 2511, 105 L.Ed. 298 (1989) (“NOPSI”); Gordon, 9 So.3d at 72, 84; Guste, 309 So.2d at 294. These public utility regulatory powers have been characterized as independent and plenary. Global Tel*Link, Inc. v. LPSC, 1997-0645 (La. 1/21/98), 707 So.2d 28, 33 (citation omitted) (“Global Tel*Link”); accordOpelousas Trust Authority v. Cleco Corp., 2012-0622 (La. 12/4/12, 105 So.3d 26, 36 (“Opelousas”). A home rule charter government in Louisiana, such as the City, in affairs of local concern, possesses powers that, within its jurisdiction, are as broad as that of the State, except when limited by the State constitution (or laws permitted by the constitution or its own home rule charter).Jackson v. City of New Orleans, 2012-2742, 144 So.3d 876 (La. 2014); Francis v. Morial, 445 So.2d 1168, 1171 (La. 1984).

The Louisiana Supreme Court further has established unequivocally that the same judicial standard of review applies to the Council’s decisions on regulatory and ratemaking matters as to the LPSC.Gordon, 9 So.3d at 72; see alsoIn re Entergy New Orleans, 05-17697, 353 B.R. 474, 482 (E.D. La. 10/13/2006). That standard of judicial review of LPSC orders is well settled in a long line of cases by the Louisiana Supreme Court to be deferential. First, there is a presumption that LPSC orders are legal and proper, and it is the burden of the party challenging an LPSC order to prove that it is defective.Global Tel*Link, 707 So.2d at 33-34 (citations omitted); Vacuum Track Carriers of Louisiana, Inc. v. LPSC, 2008-2340, 12 So.3d 932, 936 (La. 2009); Voicestream GSMI Operating Co., LLC v. LPSC, 943 So.2d 349, 358 (La. 2006) (“Voicestream”). Beyond this, the Louisiana Supreme Court has opined first that LPSC orders “should not be overturned absent a showing of arbitrariness, capriciousness, or abuse of authority by the” LPSC; secondly, that “courts should be reluctant to substitute their own views for those of the expert body charged with the legislative function;” and, finally, that “a decision of the [LPSC] will not be overturned absent a finding that it is clearly erroneous or that it is unsupported by the record.”Entergy Gulf States, Inc. v. LPSC, 1998-1235 (La. 4/16/99), 730 So.2d 890, 897 (citations and internal quotation marks omitted); Charles Hopkins DBA Old River Water Company v. LPSC, 2010-CA-0255 (La. 5/19/2010), 41 So.3d 479; Gordon v. Council of City of New Orleans, 9 So.3d 63, 72 (La. 2009); Voicestream, 943 So.2d at 362. This standard is more deferential than the presumption of regularity usually accorded legislative statutes.Dixie Elec. Membership Corp. v. LPSC, 441 So.2d 1208, 1210 (La. 1983); accordVoicestream; cf infra note 180. This deferential standard “extends also to the [LPSC]’s interpretation of its own rules and past orders.” Id. (citations omitted). CompareCity of Arlington, Texas v. F.C.C., 133 S. Ct 1863, 81 USLW 4299 (U.S. 2013) (courts must defer to an agency’s interpretation of statutory ambiguity that concerns the scope of the agency’s jurisdiction). But see infra at notes 196-197 and 217-218.

In exactly the same way, the Louisiana Supreme Court has established the scope and manner of judicial review of Council utility orders:

The standard of review of ratemaking determinations has been enumerated by this Court on numerous occasions, mainly concerning orders of the Louisiana Public Service Commission (“LPSC”). The LPSC has regulatory and ratemaking powers over all public utilities in this state, except those operating in New Orleans and governed by the Council. This Court has held that an order of the LPSC should not be overturned unless it is arbitrary and capricious, a clear abuse of authority, or not reasonably based upon the factual evidence presented. The function of the reviewing court is not to re-evaluate and re-weigh the evidence, or substitute its judgment for that of the LPSC. The LPSC is entitled to deference in its interpretation of its own rules and regulations, though not in its interpretations of statutes and juridical decision. The LPSC’s interpretations and application of its own orders deserve great weight because the LPSC is in the best position to apply them.

Just as the LPSC has exclusive statewide regulatory and rate making powers over public utilities, the Council has exclusive regulatory and rate making authority over public utilities in New Orleans. This Court has stated that the proper standard of review over the Council’s decisions in this regard is the arbitrary and capricious standard. Regarding the regulatory and rate making authority of the Council, we have held that “[r]ecognition of that authority requires that we limit our review to a determination of whether [the decision] is reasonable and refrain from merely substituting our judgment for that of the Council.” State ex rel. Guste, supra at 294. As both the LPSC and the Council are regulators of public utilities and experts in their knowledge of that field, we apply the same standard of review to the Council as we do to the LPSC.Gordon, 9 So.3d at 72 (citations omitted); seeAlliance for Affordable Energy v. Council of City of New Orleans, 677 So.2d 424, 434 (La. 1996); infra note 198.

The LPSC acts in a legislative capacity in exercising its ratemaking authority. Ratemaking is recognized as a legislative function. Thus the LPSC's ratemaking orders have statutory effect.Louisiana Power & Light Co. v. LPSC, 377 So.2d 1023, 1028 (La. 1977); see supra note 12 and infra notes 74 and 135. The Council, of course, is a legislative body.Supra note 11. The Council’s utility regulatory and ratemaking actions are quintessential legislative actions.NOPSI, 491 U.S. at 371; see infra notes 74, 154 and 162; Lowenburg v. Council of City of New Orleans, 859 So.2d 804 (La. App. 4th Cir. 2003), writ denied, 865 So.2d 744 (La. 2004).

Irrevocability of the Council Pledge

Based on our analysis of relevant constitutional, legislative and judicial authority, as set forth in this Opinion, and subject to all of the qualifications, limitations and assumptions set forth in this Opinion (including the qualification regarding the “reserved powers” doctrine), in our opinion the Council has the authority to issue and enter into the Council Pledge (including the commitment therein regarding irrevocability for the duration of the Bonds). Within the specific area and scope of its constitutional mandate to regulate public utilities (by means of the Council’s constitutionally recognized and protected home rule powers), the Council is of equal constitutional dignity with the Louisiana Legislature. As presented above, the Council has exclusive regulatory and ratemaking authority over public utilities in New Orleans “just as” the LPSC has its similar powers outside New Orleans.Gordon, 9 So.3d at 72 (La. 2009); see supra note 4. The LPSC’s power to regulate utilities is broad, independent, plenary and complete in every respect on a par with traditional state legislative power. The Louisiana Supreme Court has characterized the constitutional plenary grant of authority to the LPSC as full, entire, complete, absolute, perfect, and unqualified.Daily Advertiser, 612 So.2d at 16 (quoting Black's Law Dictionary). The Securitization Act explicitly authorizes the Council to issue the Financing Order with a pledge that the Council will not amend, modify or terminate the Financing Order by any subsequent action or reduce, impair, postpone, terminate, or otherwise adjust the Storm Recovery Charges. La. R.S. 45:1228(C)(5); see infra notes 138 and 236). Home Rule Charter Section 2-101(2) provides that the City shall have all rights, powers, privileges and authority hereafter granted by any general laws of the State. The Securitization Act further provides that nothing shall preclude limitation or alteration of the Financing Order if and when full compensation is made for the full protection of the storm recovery charges collected pursuant to the Financing Order and the full protection of the holders of storm recovery bonds and any assignee or financing parties. The equivalent statement is made with respect to the Legislative Pledge. La. R.S. 45:1234(B)(3). Thus, in our opinion, with respect to the Transaction the Council has the same power as would be vested in the Louisiana Legislature if not for the constitutional grant to the Council in Article IV, Section 21(C) and Article VI, Section 4 of the Louisiana Constitution to enter into the Council Pledge (and the same power to do so as possessed by the legislatures in other states where the public utility commission is not a constitutional entity).

Nonetheless, it is generally understood and established that a legislative body (whether a state legislature or the Council) cannot abridge the power to act of a succeeding legislative body. The “reserved powers” doctrine limits a legislative body’s ability to bind itself contractually in a manner that

surrenders an essential attribute of its sovereignty. Under this doctrine, if a contract limits a state's reserved powers - powers that cannot be contracted away -such contract is void. The application of this reserved powers doctrine, discussed below in detail,See infra pages 21, 24-25, 30-31, 44, and 48-51. will be the critical determination in any challenge to an action by the Louisiana Legislature or the Council that violates the Pledges.

In particular, for the reasons discussed below, in our view the consequences of action by the Council that rescinds or amends the Financing Order or otherwise creates an impairment or taking are most likely to be reviewed in proceedings on direct appeal of such action. Such Council action and judicial review would require consideration of issues under the general principles for judicial review of Council orders, as well as the constitutional analysis under the reserved powers doctrine and the Federal Takings Clause, the Louisiana Takings Clause, the Federal Contract Clause and the Louisiana Contract Clause. Although, as discussed below, analysis of these constitutional issues has been subsumed by the Louisiana Supreme Court into its overall evaluation of whether an utility regulatory order should be overturned due to a showing of arbitrariness, capriciousness, abuse of authority or unreasonableness, in order to provide you a full understanding of our analysis, we address below each of the constitutional provisions in turn first, before addressing the standard of judicial review of Council action and its interaction with constitutional challenges.

Federal Takings Clause

The Federal Takings Clause provides: “nor shall private property be taken for public use, without just compensation.” U. S. Const., Amend V. That provision is made applicable to state action by the Fourteenth Amendment of the United States Constitution.Webb's Fabulous Pharmacies, Inc. v. Beckwith, 449 U.S. 155 (1980). The Federal Takings Clause covers both tangible and intangible property.Ruckelshaus v. Monsanto Co., 467 U.S. 986 (1984) (“Monsanto”); Tahoe-Sierra Preservation Counsel, Inc. v. Tahoe Regional Planning Agency, 535 U.S. 302, 307 n.1 (2002).

The United States Supreme Court has stated broadly that “contracts . . . are property and create vested rights” for the purposes of the Federal Takings Clause.Lynch v. United States, 292 U.S. 571, 577 (1934). However, it has clarified subsequently that “the fact that legislation disregards or destroys existing contractual rights does not always transform the regulation into an illegal taking.”Connolly v. Pension Benefit Guar. Corp., 475 U.S. 211, 224 (1986) (“Connolly”). “Contracts may create rights of property, but when contracts deal with a subject matter which lies within the control of Congress, they have a congenital infirmity. Parties cannot remove their transactions from the reach of dominant constitutional power by making contracts about them.”Id. at 223-24.

In addressing challenges pursuant to the Federal Takings Clause to state action of a legislative character, the Supreme Court has relied on an ad hoc factual inquiry into the circumstances of each particular case (except for a limited category of “per se” regulatory challenges).Connolly, 475 U.S. at 224; Penn Central Transportation Co. v. New York City, 438 U.S. 104, 124 (1978); Monsanto, 467 U.S. at 1005. The Supreme Court has identified three factors that have particular significance in determining whether a regulatory taking has occurred: (i) the economic impact of the regulation on the claimant; (ii) the extent to which the regulation has interfered with distinct investment-backed expectations; and (iii) the character of the governmental action.Connolly, 475 U.S. at 225.

The first factor concerns whether the interference with property is so excessive as to require just compensation. This inquiry is a highly fact-sensitive analysis. It incorporates the principle enunciated by Justice Holmes: “Government hardly could go on if to some extent values incident to property could not be diminished without paying for every such change in the general law.”Penn Coal Co. v.

Mahon, 260 U.S. 393, 413 (1922); Loveladies Harbor, Inc. v. U.S., 28 F.3d 1171, 1176-77 (Fed. Cir. 1994) (“Loveladies”). “[N]ot every destruction or injury to property by governmental action has been held to be a 'taking' in the constitutional sense.”Armstrong v. U.S., 364 U.S. 40, 48 (1960). Diminution in property value alone, thus, does not constitute a taking; there must be serious economic harm.

The second factor relates to whether the claimant reasonably relied to the claimant's economic detriment on the expectation that the government would not act as it did. It is applied as “a way of limiting takings recoveries to owners who could demonstrate that they bought their property in reliance on a state of affairs that did not include the challenged regulatory regime.”Loveladies, 28 F.3d at 1177. But cf. Palm Beach Isles Associates v. U.S., 231 F.3d 1354, 1364 (Fed. Cir. 2000) (clarifying Loveladies dictum by holding that in a categorical regulatory taking, in which all economically viable use and economic value has been taken by the regulatory imposition, the property owner is entitled to recovery without regard to consideration of investment-backed expectations. In such a case, “reasonable investment-backed expectations” are not a proper part of the analysis, just as they are not in a physical takings case). See alsoAvenal v. U.S., 100 F.3d 933 (Fed. Cir. 1996) (holders of oyster bed leases, which are “property”, did not have reasonable investment-backed expectations so as to be entitled to compensation due to the impact of a government freshwater diversion project, because they knew when they acquired the leases that their property rights were subject to inevitable changes that the long-anticipated project would bring about). The burden of showing such interference is a heavy one.Keystone Bituminous Coal Ass'n v. DeBenedictis, 480 U.S. 470, 493 (1987). Thus, a reasonable investment-backed expectation “must be more than a 'unilateral expectation or an abstract need.'”Monsanto, 467 U.S. at 1005 (quoting Webb's Fabulous Pharmacies v. Beckwith, 449 U.S. at 161); accordDennis Melancon, Inc. v. City of New Orleans, 703 F.3d 262 (5th Cir. 2012) (“Melancon”) (rejecting takings claim based on unilateral expectation that highly regulated framework of taxicab licensing would not be changed). Further, “legislation adjusting rights and burdens is not unlawful solely because it upsets otherwise settled expectations.”Usery v. Turner Elkhorn Mining Co., 428 U.S. 1, 16 (1976). “[T]he fact that legislation disregards or destroys existing contractual rights does not always transform the regulation into an illegal taking. . . . This is not to say that contractual rights are never property rights or that the Government may always take them for its own benefit without compensation.”Connolly, 475 U.S. at 224. In order to sustain a claim under the Federal Takings Clause, the private party must show that it had a “reasonable expectation” at the time the contract was entered that it “would proceed without possible hindrance” arising from changes in government policy.Chang v. U.S., 859 F.2d 893, 897 (Fed Cir. 1988).

The third factor requires the court to examine “the purpose and importance of the public interest underlying a regulatory imposition” and “inquire into the degree of harm created by the claimant's prohibited activity, its social value and location, and the ease with which any harm stemming from it could be prevented.”Bass Enterprises Prod. Comp. v. United States, 381 F.3d 1360, 1370 (Fed. Cir. 2004). See alsoTahoe-Sierra Preservation Council, Inc. v. Tahoe Regional Planning Agency, 535 U.S. 302, 323 (2002) (cases involving regulatory takings necessarily entail that courts conduct complex factual assessments of the “purposes and economic effects of government actions”); Keystone Bituminous Coal Ass'n v. DeBenedictis, 480 U.S. 470, 484 (1987).

Connolly is the leading case examining whether a particular legislative action rises to the level of an unconstitutional taking. Connolly concerned a challenge to statutory amendments imposing upon certain employers a substantial withdrawal penalty to be remitted to the pension trust upon withdrawal from a multi-employer pension plan. This withdrawal penalty had not existed at the time the trust was formed and the trust agreements were confected among the employers and their employees.

The United States Supreme Court proceeded with an examination of the three factors it had determined govern its review of regulatory takings claims (in reverse order). In considering the first factor, “the economic impact of the regulation on the claimant,” the Supreme Court found that the regulation clearly imposed a financial hardship upon the employers.Connolly, 475 U.S. at 225. However, the Supreme Court also found that “[t]here is nothing to show that the withdrawal liability actually imposed on an employer will always be out of proportion to its experience with the plan.”Id. at 226. Given the

proportionate impact of the regulation upon the employers, the Supreme Court concluded that this factor did not suggest a compensable “taking” had occurred.Id.

Regarding the second factor, the extent to which the regulation interfered with “reasonable investment-backed expectations”,Connolly, 475 U.S. at 226-27. the employers’ argument was that certain rights and liabilities had been established by the original trust documents, “and that the imposition of withdrawal liability upsets those reasonable expectations.”Id. at 226. The Supreme Court found, however, that “[p]ension plans were the objects of legislative concern long before the passage of ERISA in 1974,” and furthermore that under ERISA “the purpose of imposing withdrawal liability was to ensure that employees would receive the benefits promised them.”Connolly, 475 U.S. at 227. Given this long-standing regulatory regime, “[p]rudent employers then had more than sufficient notice not only that the pension plans were currently regulated, but also that withdrawal itself might trigger additional financial obligations.”Id. As the Supreme Court admonished, “[t]hose who do business in the regulated field cannot object if the legislative scheme is buttressed by subsequent amendments to achieve the legislative end.”Id. (internal quotation marks and citations omitted); accord Melancon, 703 F.3d at 272-75.

In examining the third factor, the “character of the governmental action,” the Supreme Court found it significant that the regulation “does not physically invade or permanently appropriate any of the employer’s assets for its own use,” but rather “safeguards the participants in multiemployer pension plans” by imposing upon a withdrawing employer a financial obligation to pay.Connolly, 475 U.S. at 225. The Supreme Court observed that “[t]his interference with the property rights of an employer arises from a public program that adjusts the benefits and burdens of economic life to promote the common good and, under our cases, does not constitute a taking requiring Government compensation.”Id. (citations omitted). Based upon its consideration of the three factors, the Supreme Court concluded that the imposition of withdrawal liability by Congress did not result in a compensable “taking” under the Fifth Amendment.

It is difficult to apply the jurisprudence under the Federal Takings Clause to a hypothetical taking arising by the otherwise proper exercise by the State of Louisiana (including through its political subdivision the City) of its police power that to some degree abrogates (or impairs) contracts such as the Pledges otherwise binding on the State (and the City). (There is, of course, the significant likelihood of overlap with such a taking also constituting an impairment.)See infra note 154. One argument by analogy is based upon the opinion in United States v. Security Industrial Bank. 459 U.S. 70 (1982). The plaintiffs were creditors challenging a bankruptcy reform statute with the argument that its change in the bankruptcy code to allow debtors to avoid the creditors' liens on the debtors' property constituted an unconstitutional taking. The government argued that the statute simply imposed a general economic regulation which in effect transferred a property interest from one private party to another private party, and did not involve the government acquiring for itself the property in question. The Supreme Court stressed that its cases show that the Federal Takings Clause analysis is not limited to outright acquisitions by the Government for itself, and explained (quoting an earlier case which did involve a classic taking by the Government for itself): “The total destruction by the Government of all value of these liens, which constitute compensable property, has every possible element of a Fifth Amendment 'taking' and is not a mere 'consequential incidence' of a valid regulatory measure.”Id. at 412 (citation omitted). SeeHodel v. Irving, 481 U.S. 704, 107 S.Ct. 2076 (1987) (federal statute escheating certain fractional interests in tribal property to an Indian tribe was a compensable taking, as total abrogation of a property right). To avoid the “substantial doubt” as to whether the statutory enactment destroying the liens (property interests) comported with the Federal Takings Clause, the Supreme Court as a matter of statutory construction held that the legislation only applied to lien interests established after the enactment date.Id.

Louisiana Takings Clause

The Louisiana Takings Clause provides:

Every person has the right to acquire, own, control, use, enjoy, protect, and dispose of private property. This right is subject to reasonable statutory restrictions and the reasonable exercise of the police power.

Property shall not be taken or damaged by the state or its political subdivisions except for public purposes and with just compensation paid to the owner or into court for his benefit. La. Const. Art. I, Sec. 4.

Louisiana recognizes an action for compensation for takings arising from state action, i.e., inverse condemnation. This action arises from the self-executing nature of the Louisiana Takings Clause.State, Through DOTD v. Chambers Investment Co., Inc., 595 So.2d 598, 602 (La. 1992) (“Chambers”); Tucker v. Parish of St. Bernard, 2010 WL 3283093 (E.D. La. 8/7/2010). This procedural remedy is available even though the Louisiana Legislature has not provided a specific statutory procedure for such claims.Id. This action applies to all taking or damaging of property without just compensation, regardless of whether such property is corporeal or incorporeal (tangible or intangible).Id. The Louisiana Supreme Court has adopted a three‑prong analysis to determine whether a compensable taking has occurred: “[i]n accordance with this analysis, the court must: (1) determine if a recognized species of property right has been affected; (2) if it is determined that property is involved, decide whether the property has been taken or damaged in a constitutional sense; and (3) determine whether the taking or damaging is for a public purpose.”Avenal v. State of Louisiana through DNR, 2003-3521 (La. 10/19/04), 886 So.2d 1085, 1104 (citations omitted) (“Avenal”).

Application of this standard has been uneven, however, and in many cases the reviewing court has appeared to recognize the second factor as the dispositive one. Moreover, of those cases decided under the Louisiana Takings Clause, none has considered regulations that affect an incorporeal movable right akin to the Storm Recovery Property, as opposed to some incorporeal right associated with immovable (real) property. These aspects of the Louisiana jurisprudence, combined with the absence of any actual concrete action to evaluate, makes resolving the hypothetical question presented difficult.

Nonetheless, some useful principles may be distilled from the extant Louisiana jurisprudence. In recent years, the Louisiana Supreme Court, in resolving inverse condemnation issues, has focused upon the extent to which the State has guaranteed a particular return on investment, and the extent of the taking.SeeAvenal, 886 So.2d at 1106, 1107 (coastal restoration project did not constitute compensable damaging of leases of oyster fishermen where, inter alia, leases did not guarantee commercial viability, and restoration project did not completely and permanently destroy economic value of leases); see alsoAnnison v. Hoover, 517 So.2d 420, 432 (La. App. 1 Cir. 1987) (“We hold that a regulatory program that adversely affects property values does not constitute a taking unless it destroys a major portion of the property’s value.”) (citations omitted); writ denied, 519 So.2d 148 (La. 1988). Other cases, including those concerning the LPSC’s regulation of public utilities, have relied upon the Louisiana Takings Clause being expressly subject to “reasonable statutory restrictions and the reasonable exercise of the police power,” to reject inverse condemnations claims based upon a traditional exercise of the police power in a regulated industry.See, e.g., Louisiana Power & Light Co. v. LPSC, 343 So.2d 1040, 1043 (La. 1977) (order inhibiting duplicative utility facilities was a reasonable exercise of LPSC’s constitutional jurisdiction, and therefore not a compensable taking); Belle Co. LLC v. State of Louisiana through DEQ, 2008-2382 (La. App. 1 Cir. 6/12/09), 25 So.3d 847, writ denied, 18 So.3d 1288 and 1291 (La. 2009).

In conclusion, in our view the jurisprudence does not directly address the applicability of the Federal Takings Clause or the Louisiana Takings Clause in the context of the proper exercise by Louisiana of its police power to abrogate or impair the Pledges as contracts otherwise binding on the State

and the City. A challenge to a taking with respect to the Transaction will be based primarily on the application of the second of the three Connolly factors -- the extent to which the state action has interfered with distinct investment-backed expectations.SeeAvenal, 886 So.2d at 1107 n.28 (discussing Federal Takings Clause analysis). Although the factors set forth in Chambers under the Louisiana Takings Clause do not expressly include that Connolly factor, we believe it would be considered in the analysis. See supra note 66. CompareUrban Developers LLC v. City of Jackson, 468 F.3d 281, 303 (5th Cir. 2006) (“It is an unsettled question, of course, the extent to which many jurisdictions will recognize as protected by the Taking Clause a property right in contract”) withFranklin California Tax-Free Trust v. Comm. of Puerto Rico, Case No. 3:14-cv-01518-FAB (D.P.R. Feb. 6, 2015) (“contracts are a form of property for purposes of the [Federal] Takings Clause”).The expectations of the Bondholders regarding the Storm Recovery Property and the Storm Recovery Charges will need to be proven in fact to have been specifically created and promoted by the Pledges. This factor of expectations overlaps with the key factor under the Contract Clauses of reliance by the contracting party on the abridged contractual term. Indeed, we believe the Federal and Louisiana Contract Clauses would provide a clearer basis for challenging an impairment of the Storm Recovery Property.

Federal Contract Clause

The Federal Contract Clause mandates: “No State shall. . . pass any . . .Law impairing the Obligation of Contracts . . . ..” U.S. Const. Art. I, Sec. X, Cl. 1. The United States Supreme Court, however, has long held that this seemingly absolute prohibition is not absolute at all. Although the language of the Federal Contract Clause is facially absolute, its prohibition must be accommodated to the inherent police power of the state to safeguard the vital interests of its people.Energy Reserves Group, Inc. v. Kansas Power & Light Co., 459 U.S. 400, 410 (1983); Segura v. Frank, 630 So.2d 714, 728 (La. 1994); seeBorman, LLC v. 18718 Borman LLC, 777 F.3d 816, 825-26 (6th Cir. 2015) (applying Energy Reserves framework to debt contracts, in the same manner as other contracts, with no additional constitutional protection to debt contracts, and noting the Supreme Court flatly rejects that public purpose here is limited to crises or emergency or temporary situations, and further noting an impairment takes on constitutional dimensions only when it interferes with reasonably expected contractual benefits).

The law is well-settled that the Federal Contract Clause limits the power of the states to modify their own contracts as well as to regulate those between private parties, although the Federal Contract Clause operates differently on private contracts on the one hand and government contracts on the other. The Supreme Court has indicated that impairment of a state's own contracts faces more stringent examination under the Federal Contract Clause than do laws regulating contractual relationships between private parties, although private parties' contracts are not subject to unlimited modification under the police power.See infra notes 102, 110, 113, 131, 154, and 180.

The Supreme Court has developed in recent cases a multi-part analysis to determine whether a particular legislative action violates the Federal Contract Clause. (Variously characterized by courts as having either three or four parts, we segregate the analysis for clarity herein without concern for numbering.) Initially, a court must determine whether state law has, in fact, substantially impaired any contract. This first inquiry itself contains three components: whether a contract exists, whether a change in state regulation impairs that contractual relationship, and whether the impairment is substantial. As the second inquiry, if the state action constitutes a substantial impairment of the contract, a court must determine whether that impairment is nonetheless permissible as a legitimate exercise of the state's sovereign powers. Also, a claimant must show that the contractual relationship is not an invalid attempt to restrict or limit a state's “reserved powers.” As the final inquiry, a court must determine if the impairment is upon reasonable conditions and of a character appropriate to the public purpose justifying its adoption. Only if there is a contract, which has been substantially impaired, and there is no legitimate public purpose justifying the impairment on a reasonable and appropriate level, is there a violation of the Federal Contract Clause. The following portions of this subpart evaluate these inquiries with respect to the Legislative Pledge and the Council Pledge.

The threshold inquiry is whether these Pledges each constitute a contract existing between the State and the City, respectively, with the Bondholders. Clearly the Transaction includes private parties' contracts between the Bondholders and the Issuer that could be impaired, even if the Pledges themselves were found not to be contracts of the State and the City. But while in theory an impairment of the Storm Recovery Property could be successfully challenged (albeit potentially under a more difficult to overcome standard of review, see infra note 102) even if the Pledges are not contracts binding on the State and the City, we believe that a finding that the Pledges are not valid and binding contractual obligations under the reserved powers doctrine likely also would be fatal to a Contracts Clauses claim on the purely private contracts. See infra pages 11, 21, 24-25, 30-31, 44, and 48-51. The courts have maintained the well established presumption that, absent some clear indication that a legislature intends to bind itself contractually, “a law is not intended to create private contractual or vested rights but merely declares a policy to be pursued until the legislature shall ordain otherwise.”National R.R. Passenger Corp. v. Atchison, Topeka & Sante Fe Ry Co., 470 U.S. 451, 466 (1985) (“National R.R.”) (citation omitted). This presumption is based on the fact that the legislature's principal function is not to make contracts, but to make laws that establish the policy of the state. Thus, a person asserting the creation of a contract with the State must overcome this well-founded presumption. This same presumption is fully applicable to the Council Pledge when considered in the context of the Council's ratemaking actions, which are of a legislative character.NOPSI, supra note 15, 491 U.S. at 371; Louisville & Nashville R.R. Co. v. Garrett, 231 U.S. 298, 305, 318 (1913) (order of railroad commission fixing rates is a law passed by the state, within the meaning of the Federal Contract Clause); Louisiana Power & Light Co. v. LPSC, 377 So.2d 1023, 1028 (La. 1979); Louisiana Gas Service v. LPSC, 162 So.2d 555, 563 (La. 1964); United Gas Pipe Line Co. v. LPSC, 130 So.2d 652, 657 (La. 1961); see supra note 25, and Community House, Inc. v. City of Boise, Idaho, 623 F.3d 945, 960 (9th Cir. 2010) (discussing four factors used in determining whether an act is legislature in its character and effect); cf. supra notes 12 and 25, and infra notes 97, 135, 154, and 162.

This general presumption can be overcome where the language of the statute indicates an intention to create contractual rights. In determining whether a contract has been created by statute, “it is of first importance to examine the language of the statute.”Dodge v. Board of Educ., 302 U.S. 74, 78 (1937). The courts have ruled that a statute creates a contractual relationship between a state and private parties if the statutory language contains sufficient words of contractual undertaking. A contract is created when the language and circumstances evince a legislative intent to create private rights of a contractual nature enforceable against the state.

In U.S. Trust, discussed in more detail below, the United States Supreme Court affirmed the trial court's finding, which was not contested on appeal, that a statutory covenant of two states for the benefit of the holders of certain bonds gave rise to a contractual obligation between such states and the bondholders.Infra note 103. The covenant at issue limited the ability of the Port Authority of New York and New Jersey to subsidize rail passenger transportation from revenues and reserves pledged as security for such bonds. In finding the existence of a contract between such states and bondholders, the Supreme Court stated “[t]he intent to make a contract is clear from the statutory language: 'The 2 States covenant and agree with each other and with the holders of any affected bonds. . . .'”United States Trust Co. of New York v. New Jersey, 431 U.S. 1, 18 (1977) (emphasis added). The issue of the existence of a contract between the two states and the bondholders was not disputed on appeal, but the Supreme Court expressly reviewed the language itself and the surrounding circumstances and concluded there was no doubt the covenant was properly characterized as a contractual obligation of the two states. It could be contended that the factual situation in U.S. Trust is distinguishable from the facts involved in the issuance of the storm recovery bonds. In U.S. Trust the bonds were issued by a governmental agency, while the storm recovery bonds are not. However, the authority to issue the storm recovery bonds is completely dependent under the Securitization Act upon the Council issuing an order, and thus the issuance of the storm recovery bonds is fully state-sanctioned in a manner closely analogous to the situation in U.S. Trust. Later, in National R.R., the Supreme Court discussed the U.S. Trust covenant and noted: “[r]esort need not be had to a dictionary or case law to recognize the language of contract”Id. at 470. Similarly, in Indiana ex rel. Anderson v. Brand, 303 U.S. 95, 104-05 (1938), the United States Supreme Court determined in a materially different context that the Indiana Teachers' Tenure Act created a contract between the state and specified teachers because the statutory language demonstrated a clear legislative intent to contract. The Supreme Court based its decision, in part, on the legislature's use of the word “contract” throughout the statute to describe the legal relationship between the state and such teachers. in such covenant.

National R.R. considered several factors in determining that the legislative act at issue in that case did not create a contractual obligation. That act did not speak of a contract between the government and the private party, nor did it in any respect provide for the execution of a written contract by the government. Significantly, that act “expressly reserved” Congress' right to “repeal, alter or amend this Act at any time.”National RR, 470 U.S. at 456, 467, 469. Finally, great weight was given to the pervasiveness of prior government regulation of this area, which “absent some affirmative indication to the contrary,” plus in that case “coupled with [that act's] express reservation of the power to repeal,” strongly cut against finding that such act creates binding contractual rights.Id. at 469.

The Louisiana Supreme Court has not specifically addressed whether the Securitization Act and specifically the Legislative Pledge, or a Council order akin to the Financing Order containing the Council Pledge, should be construed as binding contractual obligations. With respect to the Securitization Act, one negative factor is that there is no explicit contractual instrument executed by the Louisiana Legislature or the State otherwise among the Transaction Documents. But a very positive factor is that the language of the Legislative Pledge plainly manifests the Louisiana Legislature's intent to bind the State, using similar language to the covenant considered in U.S. Trust. The Securitization Act provides that the State “pledges to and agrees with” bondholders. The text of the Securitization Act thus contrasts favorably with the act found wanting (as to creating a contract) in National R.R. The Legislative Pledge expressly includes the word “pledges” and “agrees,” and authorizes the pledge of the State to be included in Transaction Documents. This statutory language is an offer by the statute to be bound if bondholders, in purchasing the bonds, accept its offer.Melancon, 703 F.3d at 275-77 (contrasting United States Supreme Court findings of statutory language demonstrating an intent to extend an offer of a contractual nature); Franklin California Tax-Free Trust v. Comm. of Puerto Rico, Case No. 3:14-cv-01518-FAB, p. 50 (D.P.R. February 6, 2015). Here the (admittedly) heavy and longstanding regulation of utilities is not coupled with and reinforced by an express reservation of the power to repeal; instead the Legislative Pledge is an express commitment not to enact countervailing legislation. This language unambiguously demonstrates that the Legislative Pledge is intended to create a contractual relationship between the State and the Bondholders.

As quoted aboveSupra pages 5-6., the Council Pledge contains language even more decisively demonstrating the Council's intent to create a contractual relationship. Conclusion of Law Paragraph 27 of the Financing Order also states that the Storm Recovery Property created by the Financing Order is a vested contract right.

The next step of the analysis is determining whether an impairment is substantial. The United States Supreme Court has provided little specific guidance as to what constitutes a substantial contract impairment. The determination of whether a particular legislative act constitutes a substantial impairment of a particular contract is a fact-specific analysis. Nothing in this Opinion expresses any opinion as to how a court will resolve the issue of substantial impairment with respect to a particular state action (including by action of its political subdivision the City) of a legislative character regarding the Storm Recovery Property. We have assumed for purposes of this Opinion that any impairment resulting from the legislative action being challenged under the Federal Contract Clause would be substantial.See supra note 1.We note, however, that in U.S. Trust, infra note 86, the United States Supreme Court found a substantial impairment where the States of New York and New Jersey repealed outright an “important security provision” securing repayment of bonds without any form of compensation to the bondholders, even in the absence of a finding of the extent of financial loss suffered by the bondholders as a result of the repeal. 431 U.S. 1, 19 (1977). See also Home Bldg. & Loan Ass'n v. Blaisdell, 290 U.S. 398, 429-35 (1934). But in Board of Comm'rs v. Department of Natural Resources, 496 So.2d 281, 294-95 (La. 1986), the Louisiana Supreme Court found a state law did not operate as a substantial impairment of government bonds where there was no modification of a contractual right, a remedy or a security device, no showing of any danger of a default upon the bonds, no decline in the value of the bonds in the market, and no showing that the legislative act took from the bonds the quality of an acceptable investment for a rational investor. In State ex rel. Porterie v. Walmsley, 162 So. 826 (La. 1935), the Louisiana Supreme Court also found a statute changing the membership of a board did not impair the contract rights

of bondholders because the statute did not disturb the mode of payment of both principal and interest on bonds issued by that board and thus did not impair the means, which at the time of their creation, the law afforded for their enforcement. The factors that contribute to that determination are briefly reviewed as follows:

In determining whether an impairment is substantial, the United States Supreme Court has looked to several objective factors. Of greatest concern appears to be the contracting parties' actual reliance on the abridged contractual term.City of Charleston v. Public Service Commission of West Virginia, 57 F.3d 385, 392 (4th Cir. 1995). Specifically, the Supreme Court has examined contracts to determine whether the abridged right is one that was “reasonably relied” on by the complaining party, or one that “substantially induced” that party “to enter into the contract.” When assessing the presence of the requisite reliance, the Supreme Court has looked to objective evidence of reliance. For example, the Supreme Court has examined the terms of the original contract to determine whether the contract - either explicitly or implicitly - indicated that the abridged term was subject to impairment by the legislature. The Supreme Court has also directed that in assessing the parties' expectations, and in so determining the extent of the impairment, it must be considered whether the industry the complaining party has entered has been regulated in the past. Pervasiveness of prior regulation suggests that - absent some affirmative indication to the contrary - the complaining party had no legitimate expectation that regulation would cease. Finally, in determining the parties' reliance, the cases have focused on the character of the abridged right - whether it was by its nature “the central undertaking” or “primary consideration” of the parties.Id. at 392-4. The Supreme Court has also examined how a contract has been changed, i.e., whether a covenant was abolished or “merely modified.” The Supreme Court has also directed that, in determining whether there has been a substantial impairment, a court should determine whether the abridged right was “replaced by an arguably comparable security provision.”United States Trust Co. of New York v. New Jersey, 431 U.S. 1, 19 (1977) (“U.S. Trust”); infra note 103.

Assuming the impairment is substantial, the next inquiry is whether state action nonetheless is permissible. The “reserved powers” doctrine limits the state's ability to bind itself contractually in a manner which surrenders an essential attribute of its sovereignty. Under this doctrine, if a contract limits a state's “reserved powers” - powers that cannot be contracted away - such contract is void. That is, even if Louisiana intended to be contractually bound, it must be within the state's power to create that contractual obligation. It is established that a state cannot contract away its police powers, and regulation of utilities is one of the police powers of the state. The possible application of this doctrine to the Transaction is discussed in detail below.See infra pages 30-31 and pages 48-51.

Assuming that a substantial impairment by the State or the City of contractual rights under the Pledges is not upheld by a reviewing court under the “reserved powers” doctrine (by means of the court voiding the Pledges under that doctrine), then the substantial impairment must be justified by the State or the City as a legitimate exercise of the State's or City’s police powers in order to be successfully defended against a challenge pursuant to the Federal Contract Clause. In Blaisdell,Home Bldg & Loan Ass'n v. Blaisdell, 290 U.S. 398 (1934) (citations omitted) (“Blaisdell”).referred to by the United States Supreme Court in U.S. Trust as “the leading case in the modern era of [Federal] Contract Clause interpretation,” the closely divided Supreme Court found that the economic exigencies of the time (the Great Depression) justified a Minnesota law which (i) authorized county courts to extend the period of redemption from foreclosure sales on mortgages previously made “for such additional time as the court may deem to be just and equitable,” subject to certain limitations, and (ii) limited actions for deficiency judgments. The Supreme Court stated that the “reserved powers” doctrine could not be construed to “permit the state to adopt as its policy the repudiation of debts or the destruction of contracts or the denial of means to enforce them.” On the other hand, the Supreme Court also indicated that the Federal Contract Clause could not be construed:

to prevent limited and temporary interpositions with respect to the enforcement of contracts if made necessary by a great public calamity such as fire, flood, or earthquake. The reservation of state power appropriate to such extraordinary conditions may be deemed to be as much a part of all contracts as is the reservation of state power to protect the public interest in other situations to which we have referred. And, if state power exists to give temporary relief from the enforcement of contracts in the presence of disasters due to physical causes such as fire, flood, or earthquake, that power cannot be said to be nonexistent when the urgent public need demanding such relief is produced by other and economic causes.Id. at 439-40.

In upholding the Minnesota law, the Supreme Court relied on the following: (1) the state legislature declared that an economic emergency existed which threatened the loss of homes and lands which furnish those persons in possession with necessary shelter and means of subsistence; (2) the law was not enacted for the benefit of a favored group but for the protection of a basic interest of society; (3) the relief provided by the law was appropriately tailored to the emergency; (4) the conditions on which the period of redemption was extended by the law were reasonable; and (5) the law was temporary in operation and limited to the duration of the emergency on which it was based.Allied Structural, 438 U.S. at 242; Blaisdell, 290 U.S. at 444-45.Subsequently, the Supreme Court stated in its Energy ReservesEnergy Reserves Group, Inc. v. Kansas Power & Light Co., 459 U.S. 400 (1983) (“Energy Reserves”).opinion that “a significant and legitimate public purpose” is required to justify a substantial impairment of contract. Similarly, the Supreme Court had earlier stated that, to be justifiable, an impairment must deal with “a broad, generalized economic or social problem.”Allied Structural Steel Co. v. Spannaus, 438 U.S. 234, 250 (1978).

To evaluate the public purpose necessitating the impairment, the context in which the law is enacted is considered. In Blaisdell, the Supreme Court held that the state legislation was justified as a response to the quintessential economic emergency, the Great Depression.Blaisdell, 290 U.S. at 444. By contrast, in Allied Structural,Allied Structural Steel Co. v. Spannaus, 438 U.S. 234 (1978) (“Allied Structural”). the Supreme Court held that general concern about pensions was not by itself a sufficient emergency; nor had the government declared an official emergency.Id. at 249. Finally, in Energy Reserves, the Supreme Court considered that the Kansas statute at issue had been enacted to protect consumers from the escalation of natural gas prices caused by recent deregulation.Energy Reserves, 459 U.S. at 416-17. Judgment of this factor's application to hypothetical action by the Louisiana Legislature or the Council of a legislative character is impossible without knowledge of the context in which that legislation or supplemental order is adopted. For example, the City might seek to expropriate portions of ENO’s electric distribution facilities, including acquisition through the perpetual option mandated by state statute, La. R.S. 33:4405, and continued in ENO’s indeterminate permit (non-exclusive municipal franchise) from the City. Were the City to do so and seek thereafter to have its distribution customers not pay the Storm Recovery Charges, the Bondholders could challenge such action as violation of the Financing Order. Ordering Paragraph 15 requires ENO and any other entity providing electric distribution services to collect and remit the Storm Recovery Charges from all existing and future customers receiving electric distribution services from ENO or its successors under rate schedules or any special contracts approved by the Council (subject to narrow specified exceptions for self-generation). Financing Order Ordering Paragraphs 50 and 56 mandate the Financing Order and the Storm Recovery Charges as binding on any successor to ENO that provides electric distribution services to ENO’s customers, and, pursuant to Section 1229(H) of the Securitization Law, “successor” means any entity that succeeds by any means whatsoever whether pursuant to acquisition, sale, or transfer by operation of law. Such successor shall preform and satisfy all obligations of ENO under the Financing Order in the same manner and to the same extent as ENO, including collecting and paying to the Indenture Trustee the Storm Recovery Charges. The Council agrees in Ordering Paragraph 62 to act pursuant to the Financing Order to ensure that the Storm Recovery Charges revenues are sufficient to pay the scheduled payments on the Bonds. Any such expropriation acquisition would be a legislative act by the Council. Bogan v. Scott-Harris, 523 U.S. 44, 54, 118 S.Ct. 966, 973 (1998) (“Whether an act is legislature turns on the nature of the act, rather than on the motive or intent of the official performing it.”);

Sable v. Myers, 563 F.3d 1120 (10th Cir. 2009) (city council members entitled to absolute legislative immunity as to their decision to proceed with condemnation action; voting for a resolution or ordinance to authorize the city to expropriate is quintessentially legislative); State through Department of Highways v. Macaluso, 106 So.2d 455 (La. 1958) (quoting Bragg v. Weaver, 251 U.S. 57 (1919)) (“Where the intended use is public, the necessity and expediency of the taking may be determined by such agency and in such mode as the state may designate. They are legislative questions, no matter who may be charged with their decision, and a hearing thereon is not essential to due process in the sense of the Fourteenth Amendment.”) (emphasis added); New Orleans Redevelopment Authority v. Burgess, 2008-1020 (La. App. 4 Cir. 7/8/09), 16 So.3d 569 (citing Hawaii Housing Authority v. Midkiff, 467 U.S. 229 (1984) (“The U.S. Supreme Court in [Midkiff], enunciated the respect which court must give to the legislative branch in expropriation matters: ‘[I]f a legislature … determines that there are substantial reasons for the exercise of the taking power, courts must defer to its determination that the taking will serve the public use.’”) (quoting Berman v. Parker, 348 U.S. 26 (1954)) (“In [police power] cases, the legislature, not the judiciary, is the main guardian of the public needs to be served by social legislation …. This principle admits of no exception merely because the power of eminent domain is involved.”). See infra notes 25 and 74 and infra notes 135, 154, and 162. In any event, a more urgent context likely would receive greater deference from the courts than would a non-emergency. Nonetheless it is clear that the Supreme Court has flatly rejected the argument that such public purpose need be addressed only to an emergency or temporary situation. Borman, LLC v. 18718 Borman LLC, 777 F.3d 816, 825 (6th Cir. 2015).

The Supreme Court has also noted, on the question of justification, whether the challenged law was passed to protect broad societal interests or merely to benefit some to the detriment of others. In Blaisdell, the Supreme Court approved a law treating all debtors and creditors alike. The statute had not been passed “for the mere advantage of particular individuals but for the protection of a basic interest of society.”Blaisdell, 290 U.S. at 445. This conclusionary statement, however, was not explained in the opinion. Again by contrast, in Allied Structural the Supreme Court criticized a law that affected only some employers (those closing offices in Minnesota) and that took aim “only at those who had in the past been sufficiently enlightened as voluntarily to agree to establish pension plans for their employees.”Allied Structural, 438 U.S at 250. The Supreme Court later emphasized its recognition that the invalidated law may even have been directed at only one particular employer. Energy Reserves, 459 U.S. at 412 n.13. See alsoUnited Healthcare Ins. Co. v. Davis, 2010 WL 1223577 (5th Cir. (La.), Mar 31, 2010) (No. 08-30001), 602 F.3d 618 (holding Louisiana statute invalid under the Federal Contract Clause as economic protectionism).

An important factor is whether the contracts impaired have only private parties or whether the state is a party too. In cases of regulation that concern only private contracts, the courts, when considering the reasonableness of the measures taken to effect the public purpose, will “defer to legislative judgment as to the necessity and reasonableness of a particular measure.”Energy Reserves, 459 U.S. at 43 (internal quotation marks and citation omitted). However,a different rule “perhaps”National R.R., 470 U.S. at 471 n.24 (emphasis added); see supra notes 71 and 72, infra notes 110, 113, 131, 154, and 180.applies when the state itself is a party to the contract, as reflected in the analysis adopted in United States Trust Co. of New York v. New Jersey. 431 U.S. 1, 97 S.Ct. 1505, 52 L.Ed.2d 92 (1977) (“U.S. Trust”); supra note 86. In U. S. Trust, the states of New York and New Jersey, to entice investors to purchase bonds issued by the Port Authority of New York and New Jersey, entered into a statutory covenant which provided that the states “covenant and agree” with the bondholders that certain rents and fees collected by the Port Authority would be used only for limited purposes; in essence, these states pledged that a particular revenue stream would provide security for repayment of the bonds.Id. at 9-12. Subsequently, however, New Jersey repealed that statutory covenant, and the Port Authority accordingly diverted the previously dedicated revenues to other purposes.U. S. Trust, 431 U.S. at 12-14.

The Supreme Court found that this action impaired the bondholders contract with the Port Authority and the pledge given by New Jersey and New York. In so concluding, the Court first noted that all Federal Contract Clause cases, as a matter of principle, require the courts to “reconcile the strictures of the [Federal] Contract Clause with the essential attributes of sovereign power necessarily reserved by the States to safeguard the welfare of their citizens.”Id. at 21 (internal quotation marks and citations omitted). However, when a state impairs its own obligations, the focus of this analysis shifts:

The initial inquiry concerns the ability of the State to enter into an agreement that limits its power to act in the future. As early as Fletcher v. Peck, the Court considered the argument that “one legislature cannot abridge the powers of a succeeding legislature.” It is often stated that “the legislature cannot bargain away the police power of a State.” This doctrine requires a determination of the State’s power to create irrevocable contract rights in the first place, rather than an inquiry into the purpose or reasonableness of the subsequent impairment. In short, the [Federal] Contract Clause does not require a State to adhere to a contract that surrenders an essential attribute of its sovereignty.Id. at 23 (citations omitted); see pages 30-31 and 48-51.

Considering the pledge of New York and New Jersey, the Supreme Court found that this pledge was a purely financial obligation, and thus comprised an enforceable obligation that could be protected under the Federal Contract Clause.Id. at 24-25. In so holding, the Supreme Court distinguished situations in which a promise or obligation of the state would require an abridgement of the police power: “For example, a revenue bond might be secured by the State’s promise to continue operating the facility in question; yet such a promise surely could not validly be construed to bind the State never to close the facility for health or safety reasons.”Id. at 25.

After concluding that enforcing the pledge of New York and New Jersey would not abridge those states’ police power, the Supreme Court then proceeded to consider whether the impairment of the bonds resulting from the states’ action was nonetheless reasonable and necessary to serve a public purpose. The Supreme Court noted, however, that contrary to situations where only private contracts are concerned, “complete deference to a legislative assessment of reasonableness and necessity is not appropriate because the State’s self-interest is at stake.”Id. at 26. See infra note 113.The Supreme Court then conducted its own review of the public purposes underlying the repeal of the pledge, and found that repeal of the pledge was neither necessary to the achievement of those purposes nor reasonable in light of the circumstances.Id. at 29-31. CompareFaitoute Iron & Steel Co. v. City of Ashbury Park, 316 U.S. 502 (1942) (In the context of a municipal insolvency during the Great Depression, a state has the right to use its police power to create a reasonable process for the payment of unsecured municipal debts, and as part of the exercise of that power, a state can modify the term for the payment of those debts without violating constitutional prohibition against contract impairment). In U.S. Trust, the Supreme Court noted that the “only time in this century that alteration of a municipal bond contract has been sustained by this Court” was in Faitoute Iron, U.S. Trust, 431 U.S. at 27. In Energy Reserves, the Supreme Court noted that in “almost every case” the Supreme Court “has held a governmental unit to its contractual obligation when it enters financial or other markets.” Energy Reserves, 459 U.S. at 412, n.14. The Supreme Court specifically noted that “a State is not free to impose a drastic impairment when an evident and more moderate course would serve its purposes equally well.”Id. at 31.

Both the Energy Reserves and Allied Structural decisions expressly indicate that when a state is a contracting party the “stricter standard” of justification set forth in the U. S. Trust opinion should be applicable.Energy Reserves, 459 U.S. at 412, 413 n.14; Allied Structural, 438 U.S. at 244 n.15; supra note 110; United Healthcare Ins. Co. v. Davis, 2010 WL 1223577 at n.6 (5^th Cir. (La.), Mar 31, 2010) (No. 08-30001), 602 F.3d 618. CompareBuffalo Teachers Federation v. Tobe, 464 F.3d 362 (2d Cir. 2006) (expressly not deciding whether the higher standard is warranted when a subsidiary of the state rather than the state itself is the contract counterparty, and noting that this “stricter scrutiny” is not as exacting as that commonly understood as strict scrutiny). See infra note 131. But see supra notes 71 and 102, noting that in the later case of National R.R. the Supreme Court concluded that no alleged impairment by the Government of its own contract existed and therefore there was “no need to consider whether an allegation of a government breach of its own contract warrants application” of a more rigorous standard of review, and suggested only that the Government's impairment of its own obligations “perhaps” should be treated differently. 470 U.S. at 471 and n.24 (emphasis added); see also infra notes 154 and 180. Furthermore, the United States Supreme Court's opinion in United States v. Winstar Corp, 518 U.S. 839 (1996).even though not a Federal Contract Clause case, is consistent with U.S. Trust in

imposing a more rigorous standard of justification where the government is a contracting party. One issue in Winstar was whether the contract claim was barred by the “sovereign acts” doctrine, i.e., the government's “public and general” acts cannot amount to a breach of contract. Although the legislation alleged to constitute a contractual breach had as its purposes “preventing the collapse of the [thrift] industry, attacking the root causes of the crisis, and restoring public confidence”,Id. at 856. the Supreme Court held a “sovereign acts” defense was unavailable: “[w]hile our limited inquiry into the background and evolution of the thrift crisis leaves us with the understanding that Congress acted to protect the public in the FIRREA legislation, the extent to which this reform relieved the Government of its own contractual obligations precludes a finding that the statute is a 'public and general' act for purposes of the sovereign acts defense.”Id. at 903.

To recapitulate, whether or not the state is a party to the contract at issue, the critical determination of whether an impairment occurs involves a court's evaluation of the parties' expectations and actual reliance on the abridged contractual term. In making that determination, the Supreme Court has looked to several objective factors. In determining the parties' reliance, elimination of escalator clauses in natural gas contracts, lowering the interest rate and delaying the maturity date in bond contracts, and elimination of the unlimited right to reinstate ownership of land after default, each has been held not to constitute substantial impairment of contract rights, in part because the rights abridged were not in their nature essential to the underlying contract and thus fundamental to a party's reliance. In contrast, statutes causing “a fundamental change” in a pension contract, repealing a statutory covenant the purpose of which “was to invoke the constitutional protection of the [Federal] Contract Clause as security against repeal,” and unilaterally modifying a contract right upon which the parties “especially” relied, i.e., “the right to compensation at the contractually specified level” in a public employment contract, have been held substantial impairments because the rights impaired by subsequent legislation were “important,” “basic,” and “central” to the underlying contract.City of Charleston, 57 F.3d at 392-393 (citations omitted). AccordBell South Telecommunications, LLC v. City of New Orleans, 2014 WL 3098968 (E.D. La. July 7, 2014) (the City has no authority to unilaterally increase amount utility owes under irrevocable franchise contract for the use of rights-of-way).While a determination of impairment will be a fact intensive inquiry, a critical component will be the Bondholders’ ability to submit convincing evidence that they were in fact substantially induced to purchase the Bonds on the basis of the rights set forth in the Pledges. In discussing the earlier case of El Paso v. Simmons, 379 U.S. 497 (1965), which held that a law shortening the time within which a defaulted land claim could be reinstated did not violate the Federal Contract Clause, the Allied Structural opinion highlighted as the basis for El Paso its quoted conclusion that “[w]e do not believe that it can seriously be contended that the buyer was substantially induced to enter into these contracts on the basis” of the altered law. 438 U.S. at 244 n. 14. In Board of Comm'rs v. Department of Natural Resources, 496 So.2d 281, 294 (La. 1986), the Louisiana Supreme Court doubted the right of a successor bondholder, who purchased the bonds after and with full knowledge of the allegedly impairing legislative enactment, to have a cause of action for impairment. See supra notes 83 and 85-86.

Louisiana Contract Clause

The Louisiana Contract Clause provides that: “No . . . law impairing the obligation of contracts shall be enacted.” La. Const. Art. I, Sec. 23. The Louisiana Supreme Court has described this constitutional provision as “virtually identical” and “substantially equivalent” to the Federal Contract Clause.Smith v. Board of Trustees, 851 So.2d 1100, 1108 (La. 2003); Morial v. Smith & Wesson Corp., 785 So.2d 1, 12 (La. 2001) (“Morial”); Segura v. Frank, 630 So.2d 714, 728 (La. 1994) (“Segura”); see infra page 28, Insurance Carriers; see, e.g.Metropolitan Life Ins. Co. v. Morris, 159 So. 388 (La. 1935) (applying Blaisdell to uphold a Louisiana mortgage moratorium law). Thus the Federal Contract Clause and the Louisiana Contract Clause are essentially equal, and neither represents a more significant limitation than the other. Although the language of the Louisiana Contract Clause is facially absolute, as with the Federal Contract Clause, its prohibition must be accommodated to the inherent police power of the state to safeguard the vital interests of its people.Segura, 630 So.2d at 728; accordHigginbotham v. City of Baton Rouge, 183 So.2d 168, 171 (La. 1938). The Louisiana

Supreme Court has detailed as “the appropriate [Louisiana] Contract Clause standard” the multiple-step analysis as enunciated by the Supreme Court in Energy Reserves, and discussed in detail above.

It is a fundamental principle that laws existing at the time a contract is entered into are incorporated into and form a part of the contract as though expressly written therein. It is also well established that the value of a contract cannot be diminished by subsequent legislation.D'Antonio v. Board of Levee Commissioners of the Orleans Levee District, 80 So.2d 81, 83 (La. 1955). The repeal of legislation by subsequent legislation is unconstitutional if it impairs the enforcement of the obligations of contracts.Ranger v. the City of New Orleans, 34 La. Ann. 1149 (1882); see State ex rel. Portiere v. Walmsley, 162 So. 826 (La. 1935). An obligation of contract is impaired in a constitutional sense if the means by which a contract at the time of its execution could be enforced, that is, by which the parties could be obliged to perform it, are rendered less efficacious by legislation operating directly upon those means.Wolff v. New Orleans, 103 U.S. 358, 365, 367 (1880).

The Louisiana Supreme Court has evaluated two Louisiana legislative acts under the Federal and Louisiana Contract Clauses in the context of governmental responses to major hurricanes. In State of Louisiana v. All Property and Casualty Insurance Carriers Authorized and Licensed to do Business in the State of Louisiana No. 2006-CD-2030, 937 So.2d 313 (La. 2006) (“Insurance Carriers”)., the Louisiana Supreme Court exercised its supervisory authority in an expedited manner to find the two 2006 Louisiana legislative acts at issue constitutional. In response to Hurricanes Katrina and Rita, the Louisiana Legislature enacted two statutes which extended the prescriptive period (statute of limitations) within which Louisiana citizens could file certain claims under their insurance policies for losses occasioned by those hurricanes from one year to (essentially) two years, i.e., a one year extension. The Louisiana Attorney General filed suit seeking a declaratory judgment as to the constitutionality of the legislative acts. The trial court rejected the insurance companies defendants' arguments asserting violations of the Federal and Louisiana Contract Clauses. The defendants' other arguments, regarding standing, procedural due process, and federal supremacy clause preemption as it relates to federal flood insurance, were all rejected as well. The question at issue was whether the two acts altering the contractual provisions of insurance policies regarding the time period in which to bring a claim are constitutional. The Louisiana Supreme Court held that no unconstitutional impairment had occurred.

The Louisiana Supreme Court first stated that the Louisiana Contract Clause and the Federal Contract Clause are virtually identical and substantially equivalent. The Louisiana Supreme Court then noted that under the pertinent United States Supreme Court jurisprudence, the prohibitions in the Contract Clauses remain subject to the inherent police power of the state. The Louisiana Supreme Court then reiterated that the appropriate analysis under both the Federal Contract Clause and the Louisiana Contract Clause is the “four-step” analysis enunciated in Energy Reserves:

first, the court must determine whether the state law would, in fact, impair a contractual relationship; second, if an impairment is found, the court must determine whether the impairment is of a constitutional dimension; third, if the state regulation constitutes a substantial impairment, the court must determine whether a significant and legitimate public purpose justifies the regulation; finally, if a significant and legitimate public purpose exists, the court must determine whether the adjustment of the rights and responsibilities of the contracting parties is based upon reasonable conditions and is of a character appropriate to the public purpose justifying the legislation's adoption.Insurance Carriers, 937 So.2d at 324, quoting Segura, 630 So.2d at 729; Energy Reserves, 459 U.S. at 410-413. As noted above, supra page 17, the courts are inconsistent as to whether the test has three factors (with subparts) or four

factors. See Mary Garvey Algero, Will A Decision That Has the Potential to Do so Much Good for the People of Louisiana Set a Harmful Precedent, 53 Loy. L.Rev. 47, 60 (2007).

Regarding the first inquiry, the Louisiana Supreme Court readily held that the extension of the prescriptive period would, in fact, constitute an impairment of the contractual relationship between the defendant insurers and their policyholders. Next, the Louisiana Supreme Court provided some analysis of the question as to whether the impairment is one of constitutional dimension. The Louisiana Supreme Court's analysis was first to determine the severity of the impairment, which in turn was measured by determining the extent to which the insurers' contractual expectations would be frustrated by the operation of the two legislative acts. The Louisiana Supreme Court noted that a contractual impairment may be “substantial” under Energy Reserves, even if the impairment does not rise to the level of total destruction of contractual expectations. On the other hand, it also emphasized several times the relevance of whether the industry the complaining party has entered has been regulated in the past. Nonetheless, even noting that the Louisiana insurance industry is pervasively regulated, the Louisiana Supreme Court found that the contractual obligations of the defendant insurers were more than minimally altered and thus the impairments were of a constitutional dimension. “However, we also find that the impairments constitute considerably less than total destruction of the insurers' contractual expectations. Consequently, when we inquire into the public purpose underlying the legislation, we will give considerable deference to the legislature's judgment.”Insurance Carriers, 937 So.2d at 325. See infra note 180.

Under the third inquiry, the Louisiana Supreme Court easily found this legislative extension of the prescriptive period for damage claims to be based upon a significant and legitimate public purpose, in response to the worst natural disaster to ever occur in the United States. It reiterated that:

the public purpose requirement is primarily designated to prevent a state from embarking on a policy motivated by a simple desire to escape its financial obligations or to injure others through the repudiation of debts or the destruction of contracts of [sic] [or] the denial of needs to enforce them.Id. at 325, citing Segura, 630 So.2d at 731, citing Blaisdell.

In the critical fourth inquiry, the Louisiana Supreme Court concluded that the Louisiana Legislature's adjustment of the rights and responsibilities of the contracting parties was both appropriate and reasonable. The Legislature's extension of the prescriptive period for filing claims in these type of insurance cases was limited in both time and scope. The extension was only for one additional year (noting that the pertinent time periods in the states neighboring Louisiana all are greater than one year), and was limited to certain types of claims. The Legislature addressed this significant public concern in an appropriate manner in order to avoid mass confusion and an increase in filings in our courts.Id. at 327, n.13. The Louisiana Supreme Court reiterated that, while of constitutional dimension, the substantial impairment in this case was of the type that may be anticipated in this highly regulated insurance industry.

Although the Louisiana Supreme Court in Insurance Carriers conducted its analysis on the basis that the contractual relationships impaired were private ones between the defendant insurers and their policyholders, and that the State itself was not a contracting party, the holding was expressly made on the basis that the legislative acts were constitutional even under the stricter standard of review applicable when the State is a party to the contract.Id. at 326-27; supra note 113). The insurance carriers argued that the State should be considered a party to the contract because of the State's position as a property owner and property insurance policyholder who may benefit from the extension of time, and in addition because the State would be assigned the remaining rights of many Louisiana policyholders under the state program known as the Louisiana Recovery Authority (The Road Home Program). The Louisiana Supreme Court rejected that assertion, and considered the State's interest as an affected property owner as incidental and not sufficient to trigger the stricter standard of review. As noted, however, it expressly held

that its conclusion that the legislative acts violate neither the Federal nor the Louisiana Contract Clauses would be unchanged even under the stricter standard of review.

Reserved Powers Doctrine

As mentioned previously, a fundamental defense to claims under both the Federal and Louisiana Takings Clauses and the Federal and Louisiana Contract Clauses is that the state action of a legislative character, notwithstanding that property value has been taken and contractual rights impaired, nonetheless is permissible as an exercise of inherent, reserved police power of the state (and any contrary irrevocable contract right purportedly created by the state is void). Connolly requires consideration of whether legislation destroying existing contractual rights nonetheless is not a taking because of the subject matter involved, especially when occurring in a regulated field where distinct investment-backed expectations should not be recognized. With respect to the Federal Contract Clause, U.S. Trust provides that the reserved powers doctrine requires a determination of the state's power to create irrevocable contract rights in the first place (before reaching the inquiry into the purpose or reasonableness of the subsequent impairment).U.S. Trust, 431 U.S. at 23, supra note 107; Matsuda v. City and County of Honolulu, 512 F.3d 1148, 2008 WL 115138 (9th Cir. Jan 14, 2008); see supra note 134.

Moreover, the Louisiana Constitution in Article VI, Section 9(B) provides that “the police power of the state shall never be abridged.” Although expressed only as a limitation on Article VI of the Constitution concerning the powers of local governmental bodies versus the state, this provision has been interpreted to express a fundamental constitutional precept concerning the ability of the Legislature to surrender the police power.City of New Orleans v. Board of Comm’rs of the Orleans Levee District, 640 So.2d 237, 249 (La. 1994) (“the principle that the exercise of the police power of the state shall never be abridged needs no constitutional reservation to support it”, so the failure of the 1974 Louisiana Constitution to restate the precept as a general provision, as previous Louisiana Constitutions had done, does not detract from the principle); Board of Comm’rs v. Department of Natural Resources, 496 So.2d 281, 289 (La. 1986) (“Board of Comm'rs”) (“It is a general principle of judicial interpretation of a state constitution, as well as a specific prohibition of our constitution, that the legislature may not irrevocably alienate, surrender or abridge the right to exercise the police power.”) (citations omitted); accord, Ex Parte Steckler, 154 So. 41, 44 (La. 1934) (“a fundamental rule in our form of state government is that the Legislature cannot surrender irrevocably any of the state’s police power.”) (citations omitted). Similarly, the Louisiana Constitution in Article 1, Section 4 expressly makes the Louisiana Takings Clause subject to the reasonable exercise of the police power. Supra note 61 and infra notes 206 and 231. An argument asserted to justify a future act of the Legislature contrary to the Financing Order, that the City’s home rule powers under Article VI of the Louisiana Constitution remain subject to the police power of the State under Article VI Section 9(B), would be controverted by reliance upon the Legislative Pledge. Furthermore, with regard to the Securitization Act’s grant of power to the Council and to the LPSC, the inalienability of the police power however does not preclude its delegation to municipalities and other governmental subdivision because these entities are part of the total government of the state. City of New Orleans, supra, 640 So.2d at 249 (La. 1994). This principle is applicable to attempts to surrender or abridge the ratemaking power, constitutionally vested in the Council through recognition of its Home Rule Charter powers.See supra page 7; Baton Rouge Waterworks Co. v. LPSC, 100 So. 710, 711 (La. 1924) (“It is conceded on well-recognized authority that the rate-making power, whether exercised by agreement or by the fiat of law, is within the police power of the state as one of the state’s highest attributes of sovereignty, and that this power can never be abridged nor irrevocably surrendered where there is, as in this state, constitutional inhibition.”);  accordCity of Baton Rouge v. Baton Rouge Waterworks Co., 30 F.2d 895 (5th Cir. 1929); City of New Orleans v. O’Keefe, 280 F. 92 (5th Cir. 1922); State v. City of New Orleans, 151 La. 24, 30, 91 So. 533, 535 (La. 1922) (“cannot surrender irrevocably or bargain away the authority to fix or control rates for public utilities”); compareUnited Gas Corp. v. City of Monroe, 109 So.2d 433 (La. 1958) (city’s contract fixing rates for a term binding on parties where Legislature has delegated ratemaking power to municipalities but always reserves the power to revoke or compel a change in such rate); City of New Orleans v. Great S. Tel & Tel. Co., 3 So. 533, 534 (La. 1888) (City’s grant of franchise authority to utility had become an “irrevocable contract, and the city is powerless to set it aside or to interpolate new or more onerous considerations therein”); accordBellSouth Communications, LLC v. City of New Orleans, 2014 WL 3098968 (E.D. La. July 7, 2014). See infra note 206. Ratemaking by the Council is undeniably an aspect of the police power for the promotion of the public welfare.GSU, 633 So.2d at 1264; Conoco, 520 So.2d at 408; see supra notes 12, 25, 74 and 97 (ratemaking is an act and function legislative, and not judicial, in kind, within the police power of the state), and infra note 136 (the establishment of a rate is an act legislative and not judicial in nature, NOPSI

at 371) and notes 154 and 162. Additionally, United States Supreme Court precedent applies this principle to the Council’s regulation of utilities, to the extent such an extension is not already implicit in existing Louisiana jurisprudence.New Orleans Public Service, Inc. v. Council of City of New Orleans, 491 U.S. 350, 109 S.Ct. 2506, 105 L.Ed.2d 298 (1989) (“The regulation of utilities is one of the most important of the functions traditionally associated with the police power of the states.”) (citations and internal quotation marks and brackets omitted) (supra notes 15 and 25); Pacific Gas & Elec. v. State Energy Resources Conservation, 461 U.S. 190, 206 (1983). The Louisiana Supreme Court has established that contracts entered into by regulated public utilities with respect to fees and rates the utility will charge remain subject to supervision and adjustment by the LPSC, which may modify or even abrogate such contracts.Opelousas, 105 So.3d at 32. “By the same token, it has been decided that a municipality invested with authority to grant franchises and fix rates for local public utilities [such as the City] cannot irrevocably surrender or barter away its police power in that respect, even for a limited term, unless, perhaps, the municipality is specifically authorized to make such binding or irrevocable contract, by the Legislature of a state whose Constitution allows it.”State v. City of New Orleans, 151 La. 24, 31, 91 So. 533, 536 (La. 1922); see supra notes 28 and 132-135 and infra note 236.

Although the police power of the state is best defined on a case by case basis, it has been generally described as the state's “inherent power to govern persons and things, within constitutional limits, for promotion of general health, safety, welfare and morals.”Morial, supra note 120, 785 So.2d at 15 (citations omitted) (emphasis added). Nonetheless, the police power extends only to measures that are reasonable. A measure taken under the state's police power is reasonable when the action is, under all the circumstances, reasonably necessary and designed to accomplish a purpose properly falling within the scope of the police power. Further, an exercise of the state's police power “does not justify an interference with constitutional rights which is entirely out of proportion to any benefit redounding to the public.”Morial, 785 So.2d at 15-16. Thus the non-abridgement clause of the Louisiana Constitution has been construed in a manner consistent with the “reserved powers” doctrine articulated by the United States Supreme Court in U. S. Trust.SeeBoard of Comm’rs, 496 So.2d at 293 (“Into all contracts, whether made between states and individuals or between individuals only, there enters the condition, regardless of whether it is carried into express stipulation, that the state may not bargain away or otherwise be prevented from exercising its police power, viz., the exercise of the sovereign right of the government to protect the lives, health, morals, comfort and general welfare of the people.”) (citations omitted). See infra pages 48-51.

Jurisprudential Considerations and Injunctions

Challenges to an alleged impairment or taking may face jurisprudential issues of ripeness, immunity and abstention. The Council's role in issuing the Financing Order approving the Storm Recovery Charges requires consideration of another possible jurisdictional limitation, under the Johnson Act, codified at 28 U.S.C. § 1342. The Johnson Act provides that federal district courts “shall not enjoin, suspend or restrain the operation of, or compliance with, any order affecting rates chargeable by a public utility and made by a State administrative agency or a ratemaking body of a State political subdivision, where:

(1) Jurisdiction is based solely on diversity of citizenship or repugnance of the order to the Federal Constitution; and

(2) The order does not interfere with interstate commerce; and,

(3) The order has been made after reasonable notice and hearing; and,

(4) A plain, speedy and efficient remedy may be had in the courts of such State.” 28 U.S.C. § 1342.

First, this provision applies only to orders “affecting rates” charged by a public utility; thus, federal jurisdiction over an action by the Council affecting regulation other than ratemaking would not be barred by the Johnson Act. Even as to orders affecting rates, however, the order must not interfere with interstate commerce. In the case of a Council supplemental order that effected an impairment or taking, or any rescission, amendment or violation of the Pledge, the order would virtually by definition affect interstate commerce, as it would affect the value of the Bonds, either directly or indirectly through manipulation of the Storm Recovery Charges. CompareNucor Corp. v. Nebraska Public Power Dist., 891 F.2d 1343, 1348 (8th Cir. 1989) (Johnson Act inapplicable where challenged rate overcharge of nearly $7 million affected cost of goods of plaintiff, who sold those goods in interstate commerce), cert. denied, 498 U.S. 813, 111 S.Ct. 50, 112 L.Ed.2d 60 (1990). For these reasons, in our view the Johnson Act should not comprise a bar to federal jurisdiction. A claim under the Federal Takings Clause is not ripe for consideration until the state government entity charged with implementing

the legislative action has reached a final decision, and the plaintiff seeks compensation through any adequate procedures the state has provided for doing so.Williamson County Regional Planning Comm'n v. Hamilton Bank, 473 U.S. 172, 186, 194-95 (1985) (“Williamson”); Urban Developers LLC v. City of Jackson, 468 F.3d 281 (5th Cir. 2006); DLX, Inc. v. Kentucky, 381 F.3d 511 (6th Cir. 2004). The Williamson ripeness analysis applies not just to suits for money damages, but also takings claim for declaratory and injunctive relief. Franklin California Tax-Free Trust v. Comm. of Puerto Rico, Case No. 3:14-cv-01518-FAB, pp. 72-73 & n.27 (D.P.R. February 6, 2015). Williamson has come under scrutiny since it was decided. Indeed, the Supreme Court already has acknowledged that the practical effect of Williamson is that plaintiffs alleging violations of the Federal Takings Clause will almost never have the opportunity to litigate their federal claims in federal court. SeeSan Remo Hotel, L.P. v. City and County of San Francisco, 545 U.S. 323, 344-48, 125 S.Ct. 2491, 162 L.Ed.2d 315 (2005). Chief Justice Rehnquist, joined by three members of the Supreme Court, wrote specially in San Remo Hotel to explain why he believed Williamson may have been wrongly decided, and suggested it might be appropriate to revisit this issue in an appropriate case where the court below has addressed the correctness of Williamson. 545 U.S. at 352, 125 S.Ct. 2491. Nonetheless, since San Remo Hotel, the Supreme Court has repeatedly denied petitions for a writ of certiorari that asked the Court to abrogate the Williamson state litigation rule.  Downing/Salt Pond Partners, LP v. Rhode Island, 643 F.3d 16, 21 (1st Cir. 2011).  Unless and until Williamson is reconsidered, the Supreme Court has affirmed that there is no absolute right to vindicate federal claims in a federal forum, and litigants will have to press most of their regulatory takings claims before state courts.  Stop the Beach Renourishment, Inc. v. Florida Department of Environmental Protection, 130 S.Ct. 2592, 2618, 177 L.Ed.2d 184 (2010) (Kennedy, J., concurring in part and concurring the judgment); San Remo Hotel, 545 U.S. at 342. Although the Supreme Court has so far declined to reconsider Williamson, it has with some frequency continued to clarify and modify the ripeness doctrine. Most importantly, the Supreme Court has held explicitly that the Williamson requirements are merely prudential ripeness requirements, as distinguished from constitutional jurisdictional ripeness under Article III. Horne v. Department of Agriculture, 133 S.Ct. 2053, 2062, 186 L.Ed. 2d 69 (2013); Lucas v. South Carolina Coastal Council, 505 U.S. 1003, 1012-13, 112 S.Ct. 2886, 120 L.Ed.2d 798 (1992); Suitum v. Tahoe Regional Planning Agency, 520 U.S. 725, 733-34 & n.7, 117 S.Ct. 1659, 137 L.Ed.2d 980 (1997); see alsoSan Remo Hotel, 545 U.S. at 349, 125 S.Ct. 2491 (Rehnquist, C.J., concurring in the judgment) (noting that the Supreme Court later has referred to the Williamson requirements as merely prudential). See also infra note 149. Injunctions are not available against a state government to remedy an alleged Federal Takings Clause violation when a suit for compensation can be brought against the sovereign after the taking.Monsanto, supra note 32, 467 U.S. at 1016; Williamson, 473 U.S. at 194; accordMelancon, 703 F.3d at 279-80. Although such resort to the state's procedures is not necessary if a plaintiff can demonstrate such procedures are inadequate or unavailable, Louisiana's procedures for challenging an order of the Council altering or impairing the value of the Financing Order are both adequate and available.SeeMarco Outdoor Advertising, Inc. v. Regional Transit Authority, No. 05-30875, 489 F.3d 669 (5th Cir. 2007) (dismissing federal claim because Louisiana state courts provide an adequate procedural remedy to seek an immediate injunction in state district court (see infra note 179) for the alleged deprivation of contract property interest); Cantu Services v. Frazier, 2014 WL 2736072 (W.D. La. June 16, 2014) (dismissing due process claim in federal court because Louisiana state law provides adequate opportunity to be heard). Under the Securitization Act, an aggrieved party or intervenor The Home Rule Charter refers to any party in interest. Infra notes 186 and 189.before the Council has a remedy regarding a supplemental order (pertaining to this Financing Order), by filing an appeal to the New Orleans Civil District Court. Although the Securitization Act sets the time period to appeal to be within fifteen days after the order becomes effective, the Home Rule Charter sets a thirty day period for appeals from the date of the order (by filing suit against the Council in New Orleans Civil District Court).Compare La. R.S. 45:1228(H) with Home Rule Charter Sec. 3-130(7). See infra note 188. It is unclear which time period will govern here. A party in interest may argue that the Home Rule Charter’s longer time period for appeal should prevail over the Securitization Act. Would the Securitization Act’s shorter time period for appeal be found by a Louisiana court, if the appropriate case were to arise, to be “unwarranted interference” in the City’s internal affairs by state government? SeeFrancis v. Morial, 455 So.2d 1168, 1171 (La. 1984) (state statute changing City’s aviation board’s selection and appointment process invalid). See alsoNew Orleans Campaign for a Living Wage v. City of New Orleans, 825 So.2d 1098 (La. 2002) (City ordinance to establish minimum wage unconstitutional because abridges police power of the state exercised by state statute prohibiting local minimum wage); Morial, supra note 120 (state statute retroactively prohibiting City’s suit against firearms industry a reasonable exercise of the state’s police power); City of New Orleans v. Board of Directors of the Louisiana State Museum, 739 So.2d 748 (La. 1999) (City agency prohibition of fence around state museum in historic French Quarter impermissibly interfered with and abridged state’s police powers); City of New Orleans v. Board of Comm’rs of the Orleans Levee District, 640 So.2d 237 (La. 1994) (City’s zoning ordinances validly apply to construction of a marina by a state authorized levee board). “A litigant claiming that a home rule municipality’s local law abridges the police power of the state must show that the local law conflicts with an act of the state legislature that is necessary to protect the vital interest of the state

as a whole.” Id at 252. Under the principle of harmonizing local autonomy with state police power, the legislature cannot by a general law deny the exercise of home rule power. Id. at 257. Since the conflict in appeal time periods clearly actually exists, it would be necessary to demonstrate that the state statute (the Securitization Act) is “necessary” by showing that the protection of such state interest cannot be achieved through alternate means significantly less detrimental to home rule powers and rights. Id. Cf. La. R.S. 45:1228(H) (“Inasmuch as delay in the determination of the appeal of a financing order may delay the issuance of storm recovery bonds; thereby diminishing savings to customers … .”). It is not necessary with respect to the Bondholders’ interests to further analyze this question as to whether this one sentence of the Securitization Act may be invalid as to orders of the Council under the Securitization Act, however, because both appeal periods have lapsed with respect to the Financing Order. Please see our separate opinion to you dated the date hereof that the Financing Order is final and non-appealable, and that the provisions of the Securitization Act are severable. See infra note 241. The district court is obliged under the Securitization Act to afford the case precedence over all other civil cases in the court and to move it to trial as speedily as possible. Due to the availability of such state appeal proceedings, and because Louisiana provides for inverse condemnation proceedings by aggrieved property owners even in the case of nonphysical regulatory takings, a federal cause of action may not arise under the Federal Takings Clause until the aggrieved property owner has requested compensation from the State and resort to that process failed to yield just compensation. If the action causing the taking is an action of the Legislature, the pertinent question will be whether there exists an administrative/judicial procedure for decisions of the state agency or department charged with enforcing such action. If no such procedure exists, then immediate resort may be had to a suit for just compensation in state district court. See supra note 143. If the triggering action is an action of the Council, then the Bondholder will first have to proceed through a final resolution of the state procedure for reviewing such orders, including appeal to the state civil district court in New Orleans, then the Fourth Circuit Court of Appeals, and then (if discretionary review is granted, but see infra note 191) the Louisiana Supreme Court, as the saga of Liberty Mutual Insurance Company shows. Liberty Mutual claimed, inter alia, that certain rate decisions of the Louisiana Insurance Rating Commission (“LIRC”) deprived it of its property interests. Liberty Mutual filed suit in federal district court seeking compensation under the Federal Takings Clause. The federal Fifth Circuit ordered the claim dismissed as unripe, following Williamson. Liberty Mutual Ins. Co. v. Louisiana Dep’t of Insurance, 62 F.3d 115, 117 (5th Cir. 1995). Liberty Mutual then proceeded to prosecute an inverse condemnation claim in state court. The Louisiana First Circuit court dismissed this claim as well, noting that while Louisiana law clearly recognizes an action for inverse condemnation, Liberty Mutual had still failed to avail itself of the administrative and judicial remedies available for challenging the order of the LIRC, which are a prerequisite to any suit for just compensation. Liberty Mutual Ins. Co. v. LIRC, 1997-1043 (La. App. 1 Cir. 6/29/98), 713 So.2d 1250, 1253-55, writ denied, 1998-2072 (La. 11/6/98), 728 So.2d 396. Liberty Mutual then filed suit again in federal court, and the federal district court dismissed this second suit, noting that Liberty Mutual had still failed to invoke the administrative and judicial remedies available to challenge the LIRC’s rate decisions. The federal Fifth Circuit affirmed this dismissal, and found that because the statute of limitations governing inverse condemnation proceedings had run, the dismissal should be with prejudice. Liberty Mutual Ins. Co. v. Brown, 380 F.3d 793, 796-798 (5th Cir. 2004).

Furthermore, the Eleventh Amendment of the United States Constitution erects a jurisdictional bar of sovereign immunity to the Louisiana Legislature being sued in a federal court. This jurisdictional bar to federal court applies regardless of the nature of the relief sought. It is clear that the Eleventh Amendment bars a Bondholder from suing the State in federal court unless the State consents or Congress has clearly and validly abrogated the State’s sovereign immunity.Hall v. Louisiana, 2013 WL 5434621 (M.D. La. 9/30/2013) (“Hall”). Thus, under the Eleventh Amendment the State (and state officials) would be immune from suit resulting from an alleged constitutional violation of the Federal Contract Clause.See, e.g., North Carolina v. Temple, 134 U.S. 22, 25, 30 (1890) (holding that North Carolina enjoys sovereign immunity from claimed violation of Federal Contract Clause) (citing Ex Parte Ayers, 123 U.S. 443 (1887)). The Eleventh Amendment bars a suit against state officials that is in fact a suit against a state regardless of whether it seeks damages or injunctive relief. Hall at 10. A suit against individual state officers for injunctive relief might be available under Ex Parte Young, as discussed below. See infra note 167. See alsoUnion Pacific, 622 F.3d at n.5. It is not entirely clear whether the State can assert sovereign immunity to bar a federal suit claiming compensation under the Federal Takings Clause brought directly against the State, although that is the prevailing rule. A state's waiver of sovereign immunity in one form or against one class of claims cannot necessarily be construed to be waiver of sovereign immunity in other forms or against other claims. McElrath v. United States, 102 U.S. 426, 440 (1880). Federal courts continue to bar federal takings claims against states brought in federal district court and every court of appeals to have faced the question has held that the Eleventh Amendment bars federal takings claims against states in federal district court when the state courts remain open to adjudicate such claims.  Hutto v. South Carolina Retirement System, 773 F.3d 536, 553 (4th Cir. 2014) (claims

under the Federal Takings Clause are not exempt from the protection of the Eleventh Amendment); Jachetta v. U.S., 653 F.3d 898, 910 (9th Cir. 2011); Seven Up Pete Venture v. Schweitzer, 2008 WL 1776530, 523 F.3d 948 (9th Cir. 2008), cert. denied, 129 S.Ct. 258, 172 L.Ed.2d 147, 77 USLW 3058 (U.S. 2008); DLX, Inc. v. Kentucky, 381 F.3d 511 (6th Cir. 2004); Harbert Int’l, Inc. v. James, 157 F.3d 1271 (11th Cir. 1998); John & Marie Stella Kenedy Mem’l Found. v. Mauro, 21 F.3d 667 (5th Circ. 1994). Nonetheless there is some uncertainty as to whether a State's declaration of sovereign immunity against a federal takings claim should have effect. City of Monterrey v. Del Monte Dunes at Monterrey Ltd., 526 U.S. 687, 713-714 (1999) (assuming arguendo that the “sovereign immunity rationale retains its vitality in cases where [the Fifth] Amendment is applicable”).As to damages, Louisiana has waived its right to sovereign immunity concerning claims sounding in tort or contract in state court and seeking to recover for damage to property under the Louisiana Constitution.See, e.g., La. Const. Art. XII, Sec. 10; La. R.S. 13:5111. The State of Louisiana has not waived its Eleventh Amendment immunity from federal court jurisdiction.  Blanchard v. Newton, 865 F.Supp.2d 709, 715-716 (M.D. La. 2012).  Of course, sovereign immunity may not stand in the way of recovery in state court.  Jachetta v. U.S., 653 F.3d 898, 909 (9th Cir. 2011). We note that, to the extent that any impairment also constitutes a taking under the Federal or Louisiana Takings Clauses so as to require the State to pay just compensation, the availability of such compensation would constitute an adequate remedy at law and equitable (injunctive) relief and declaratory relief might be unavailable.Monsanto, 467 U.S. at 1016. See supra note 57. Again, the Taking Clauses claims are more difficult in this context, because the constitutional violation occurs not when a state takes protected property, but only when it denies compensation for that taking. In cases where the state is a party to the contract, the question arises as to whether the state action is a breach of contract, rather than an impairment of contract. The distinction turns upon the availability of a remedy in damages. See, e.g., TM Park Avenue Assoc. v. Pataki, 214 F.3d 344, 348-49 (2nd Cir. 2000). “If a contract is merely breached and the duty to pay damages remains, then the obligation of the contract remains and there has been no impairment.” Id., at 349; accord, Horwitz-Mathews, Inc. v. City of Chicago, 78 F.3d 1248, 1250-51 (7th Cir. 1996). See infra note 169. In any event, state officials in their official capacities are routinely afforded Eleventh Amendment immunity. Bennett v. City of Atlantic City, 288 F.Supp.2d 675 (D.N.J. 2003). But it should be noted that a claim for damages against a state officer can be made in federal court through the artifice of an “individual capacity” suit against the pertinent state enforcement officer. Alden v. Maine, 527 U.S. 706, 757, 119 S.Ct. 2240, 144 L.Ed.2d 636 (1999) (“Even a suit for money damages may be prosecuted against a state officer in his individual capacity for unconstitutional or wrongful conduct fairly attributable to the officer himself, so long as the relief is sought not from the state treasury but from the officer personally.”). It is unclear in this forecasted context, however, what individual state official would be suitably involved in, for instance, the conduct of the repeal of the Securitization Act by the State. See infra note 166. Moreover, in such “individual capacity” lawsuits, a defendant enjoys absolute immunity from damages if his conduct can be characterized as “legislative” in character. Bogan v. Scott-Harris, 523 U.S. 44, 49, 118 S.Ct. 966, 140 L.Ed.2d 79 (1998) (legislative immunity from suit extends to actions of local officials taken within sphere of legitimate legislative activity). See infra page 37. Lower level “enforcement” officials, on the other hand, enjoy only “qualified immunity;” that is, they are immune from a damages claim in federal court unless their conduct amounts to a violation of a clearly established constitutional right and is otherwise objectively unreasonable. Harlow v. Fitzgerald, 457 U.S. 800, 818-19, 102 S.Ct. 2727, 73 L.Ed.2d 396 (1982). The only plausible cause of action pertaining to the Transaction to address such a violation with a damages remedy would be 42 U.S.C. § 1983, which sounds in tort for purposes of the sovereign immunity analysis. But it remains unclear whether or not § 1983 provides a cause of action to assert an alleged Federal Contract Clause claim in the first instance, or instead if recourse to § 1983 with respect to the Federal Contract Clause is limited to discrete instances where a state  has denied the opportunity to seek judicial adjudication.  Melancon, 703 F.3d at n.14.  Congress has not, however, abrogated the states’ sovereign immunity in federal court for claims arising under § 1983.  Hall, supra note 150, at 11. (Louisiana in any event cannot prevent a suit in state court under § 1983 by a sovereign immunity defense. Alden, 527 U.S. at 756.) However, given the character of the anticipated state action, the individual state actors very likely would be entitled to absolute immunity, as their conduct would be the exercise of legislative judgment, or at least qualified immunity. SeeLouisiana Farms v. Louisiana Dep’t of Wildlife and Fisheries, 95-845 (La. App. 3 Cir. 10/9/96), 685 So.2d 1086, 1092-99, writ denied, 97-0486, 97-0507 (La. 4/4/97), 692 So.2d 420, 422. See infra note 160. We also note the possible applicability of Louisiana’s discretionary function immunity statute, which protects state and municipal officers from liability when making policy or exercising discretionary functions. La. R.S. 9:2798.1; Commerce & Industry Ins. Co. v. Grinnell Corp., 280 F.3d 566, 570-72 (5th Cir. 2002); Blanchard v. Newton, 865 F.Supp.2d 709, 717 (M.D. La. 2012). Subsection B of the statute provides that “[l]iability shall not be imposed on public entities or their officers or employees based upon the exercise or performance or the failure to exercise or perform their policymaking or discretionary acts when such are within the course and scope of their lawful powers and duties.” Subsection A of La. R.S. 9:2798.1 defines the term “public entity,” and that definition includes “political subdivisions and the departments, offices, agencies, boards, commissions, instrumentalities, officers, officials, and employees of such political subdivisions.” See also Macro Oil Co., Inc. v. City of Breaux Bridge, 2012-932 (La. App. 3 Cir. 2/6/2012), 109 So.3d 956 (holding that City of Breaux Bridge’s denial of rezoning application was arbitrary and capricious but City immune from damages pursuant to La. R.S. 9:2798.1).

The City, including the Council, however, in contrast are not protected by Eleventh Amendment sovereign immunity. The United States Supreme Court stated in Mt. Healthy City School District Board of Education v. Doyle that “[t]he bar of the Eleventh Amended to suit in federal courts extents to States and state officials in appropriate circumstances … but does not extend to counties and similar municipal corporations.” 429 U.S. 274, 280 (1977) (citing Lincoln County v. Luning, 133 U.S. 529 (1890); Moor v. County of Alameda, 411 U.S. 693 (1973)) (internal citation omitted). See alsoMonell v. Dept. of Social Services of City of New York, 436 U.S. 658, 98 S.Ct. 2018, 56 L.Ed.2d 611 (1978) (“Our analysis … compels the conclusion that Congress did intend municipalities and other local government units to be included among those persons whom § 1983 applies. Local governing bodies, therefore can be sued directly under § 1983 for monetary, declaratory, or injunctive relief where, as here, the action that is alleged to be unconstitutional implements or executes a policy statement, ordinance, regulation, or decision officially adopted or promulgated by that body’s officers.”);Abusaid v. Hillsborough County Board of County Commissioners, 405 F.3d 1298 (11th Cir. 2005) (holding that county was not entitled to Eleventh Amendment immunity); Vogt v. Board of Comm’rs of Orleans Levee District, 294 F.3d 864 (5th Cir. 2002) (Louisiana political subdivision not immune under Eleventh Amendment from Federal Takings Claim); Sonnenfeld v. Denver, 100 F.3d 744 (10th Cir. 1996) (holding that although City of Denver may be carrying out state policy in building an airport, as a state constitutionally created home rule city, Denver is not entitled to Eleventh Amendment immunity). The Financing Order in Ordering Paragraph 51 as part of the Council Pledge prohibits any cause or right of action for damages against the individual Council members in reliance thereon. As local officials, Council members can be sued for damages in both their official and individual (personal) capacities (insofar as sovereign immunity goes). Both local governments and city and county officers are persons for purposes of 42 U.S.C. § 1983 claims for monetary damages.Monell v. New York City Dept. of Social Services, 436 U.S. 658, 98 S. Ct. 2018, 56 L.Ed.2d 611 (1978).

This jurisdictional bar of sovereign immunity, however, can be circumvented through use of the legal fiction set forth in Ex Parte Young. 209 U.S. 123, 28 S.Ct. 441, 52 L.Ed. 714 (1908).Under the Ex Parte Young “exception” to the Eleventh Amendment, a state officer may be sued in his official capacity in federal court as long as the relief sought is prospective only, i.e., declaratory and injunctive relief,Mayfield v. Texas Dept. of Criminal Justice, No. 06-50490, 529 F. 3d 599 (5th Cir. May 30, 2008). Conversely, a federal court is without jurisdiction to impose a damages award upon any state agency or department for any past violation of federal law, including any unconstitutional “taking” or “impairment of contracts.” SeeHutto v. South Carolina Retirement System, 773 F.3d 536, 549 (4th Cir. 2014); DLX, Inc. v. Kentucky, 381 F.3d 511, 526-28 (6th Cir. 2004) (discussing issue); Seven Up Pete Venture v. Schweitzer, 2008 WL 1776530, 523 F.3d 948 (9th Cir. April 21, 2008); Blanchard v. Newton, 865 F.Supp. 2d 709, 715 (M.D. La. 2012). and provided that the complaint alleges an ongoing violation of federal law.Verizon Maryland, Inc. v. Public Service Comm’n of Maryland, 535 U.S. 635, 645, 122 S.Ct. 1753, 152 L.Ed.2d 871 (2002) (noting Ex Parte Young was a suit against state regulatory commissioners to enjoin a commission order requiring a reduction in rates); State Employees Bargaining Agent Coalition v. Rowland, No. 06-0616, 2007 WL 1976148 (2nd Cir. 2007); ACLU Foundation of Louisiana v. Blanco, 523 F.Supp 2d 476 (E.D. La. 2007). But see infra note 166.

In addition to sovereign immunity, the jurisdiction bar of legislative immunity from suit also is applicable here. It is well established that state legislators acting within the scope of their legislative duties are immune from civil suits for damages. Given the character of the anticipated State or City action under discussion, the individual State or City actors very likely also would be entitled to absolute immunity, as their conduct would be the exercise of state or local legislative judgment, or at least qualified immunity.SeeHall, supra note 150, at 14; Louisiana Farms v. Louisiana Dep’t of Wildlife and Fisheries, 95-845 (La. App. 3 Cir. 10/9/96), 685 So.2d 1086, 1092-99, writ denied, 97-0486, 97-0507 (La. 4/4/97), 692 So.2d 420, 422. This legislative immunity doctrine bars claims for damages against the Council members as well as state legislators in their individual (personal) capacities.Sable v. Meyers, 563 F.3d 1120 (10th Cir. 2009) (applying legislative immunity to City Council members as to their decision to proceed with condemnation action); Parish of Jefferson v. SFS Construction Group, Inc., 01-1118 La. App. 5th Cir. 2/13/02), 812 So.2d 103 (dismissing claim against parish councilman based on legislative immunity). State and local legislators are entitled to absolute immunity from 42 USC §1983 liability for all actions characterized as legislative.See supra notes 12, 25, 74, 97, 135, and 154. Legislative immunity applies to legislators sued in their individual capacities, not to the legislative body itself.Sable v. Myers, 563 F.3d 1120, 1123 (10th Cir. 2009); Minton v. St. Bernard Parish Sch. Bd., 803 F.2d 129, 133 (5th Cir. 1986). Indeed, legislative immunity not only shields state and local legislators from damages suit (not a

mere defense to liability), but as to state legislators bars not only claims for damages but further may also apply to bar claims for injunctive relief brought against state officials in their official capacities otherwise allowed under the Ex Parte Young exception to sovereign immunity.Community House, Inc. v. City of Boise, Idaho, 623 F.3d 945, 959 (9th Cir. 2010) (“the importance of absolute legislative immunity to our system of government cannot be overstated”, 623 F.3d at 964); State Employees Bargaining Agent Coalition v. Rowland, No. 06-0616, 2007 WL 1976148, 494 F.3d 71 (2nd Cir. 2007); Hall, supra note 150, at 14-15 (holding state officials with functionally legislative duties have absolute legislative immunity against injunctive as well as damage suits in their official capacities, in addition to immunity from damages claims in their individual personal capacities, and discussing the arguably contradictory precedents).

While as noted the individual Council members likely have absolute legislative immunity in their individual capacities, because as stated above the City does not have Eleventh Amendment immunity, a suit against senior City officers (in their official capacities) charged with enforcing Council actions, seeking declaratory and injunctive relief to remedy violations of the Federal Contract Clause and Federal Takings Clause might be maintained in federal court. See supra note 155. In addition, as to any action taken by the Louisiana Legislature, while the Legislature itself would be immune from suit in federal court under sovereign immunity, a suit for prospective injunctive relief against violations of the federal constitution might be maintained in federal court under the Ex Parte Young exception against any state executive branch officer (if any exists in this context) The Ex Parte Young exception to the Eleventh Amendment applies only where the party defendant in a suit to enjoin the enforcement of an act alleged to be unconstitutional has some connection with the enforcement of the act or is specifically charged with the duty to enforce the statute and is threatening to exercise that duty. Hall, supra note 150, at 12. Thus, a governor cannot be enjoined by virtue of his general duty to enforce the laws, and an attorney general cannot be enjoined where he has no specific statutory authority to enforce the statue at issue. Hutto v. South Carolina Retirement Systems, 773 F.3d 536, 550 (4th Cir. 2014). charged with enforcement of the legislative action.Verizon Maryland, Inc. v. Public Service Comm’n of Maryland, 535 U.S. 635, 645-46, 122 S.Ct. 1753, 1760-61 (2002); Keystone Bituminous Coal Assoc. v. DeBenedictis, 480 U.S. 470, 107 S.Ct. 1232, 94 L.Ed.2d 472 (1987) (suit under Federal Takings Clause and Federal Contract Clause seeking to enjoin Pennsylvania officer from enforcing allegedly unconstitutional state statute); Lipscomb v. Columbus Municipal Separate School District; 269 F.3d 494 (5th Cir. 2001) (“Lipscomb”). In order to obtain injunctive relief, the plaintiff must show that enforcement of the unconstitutional legislation is imminent.Morales v. TWA, 504 U.S. 374, 381 (1992). The provision of injunctive relief would be subject to judicial discretion, and would require a showing that (1) immediate and irreparable harm would occur if the injunction does not issue, (2) the claim for relief is based upon an established legal right, (3) there is no adequate remedy at law, and (4) the equities preponderate in favor of the moving party. Also in the court's discretion, declaratory relief might be available. 28 U.S.C. § 2201; Wilton v. Sevin Falls Co., 515 U.S. 277, 282-283 (1995). As noted above, supra note 154, the availability of injunctive and declaratory relief might be limited where the State's actions constitute an unconstitutional taking, or merely a breach of contract (as opposed to an impairment of contract), for which the aggrieved party can recoup money damages at law. Furthermore, federal courts have found that a delay in the receipt of payments until final judgment is not the type of “irreparable harm” which justifies a preliminary injunction, absent special countervailing circumstances such as the possibility that such delay could result in the claimant’s insolvency or the closure of the claimant’s business. See, e.g., Roland Mach. Co. v. Dresser Indus., Inc., 749 F.2d 380, 386 and n.1 (7th Cir. 1984); Melancon, 703 F.3d at 279; cfRidgely v. Federal Emergency Management Agency, No. 07-30615, 2008 WL 54799, 512 F.3d 727 (5th Cir. Jan. 4, 2008) (discussing standards for injunction in due process claim and requiring that government’s procedures be constitutionally inadequate); Janvey v. Alguire, 647 F.3d 585, 600 (5th Cir. 2011) (noting a remedy at law is inadequate if legal redress may be obtained only by pursuing a multiplicity of actions).

However, a suit in federal district court seeking an injunction or declaratory relief, especially with respect to Council action, before appeal proceedings in Louisiana state courts are final would cause such prospective challenge to be questioned as undue interference with state proceedings and thus appropriate for federal court abstention.NOPSI, 491 U.S. at 359 (“thus, there are some classes of cases in which the withholding of authorized equitable relief because of undue interference with state proceedings is the normal thing to do.”) (internal quotation marks and citation omitted). SeeState of Louisiana v. All Property and Casualty Insurance Carriers Authorized and Licensed to do Business in the State of Louisiana, No. 06-519 (M.D. La. Aug. 17, 2006) (order granting remand to state court). One type of federal court abstention that would be applicable is referred to as “Burford abstention” after the seminal

case of Burford v. Sun Oil Co.319 U.S. 315 (1943) (“Burford”); Occidental Chemical Corp. v. LPSC, 494 F.Supp 2d 401, 414 (M.D. La. 2007). “Where timely and adequate state‑court review is available, a federal court sitting in equity must decline to interfere with the proceedings or orders of state administrative agencies: (1) when there are difficult questions of state law bearing on policy problems of substantial public import whose importance transcends the result and the case then at bar or (2) where the exercise of federal review of the question in the case and in similar cases would be disruptive of state efforts to establish a coherent policy with respect to a matter of substantial public concern.”NOPSI, 491 U.S. at 361 (internal quotation marks omitted, quoting Colorado River Water Conservation District v. U.S., 424 U.S. 800, at 814 (1976)). There is a significant possibility that a federal district court would decide to abstain from deciding constitutional claims of the Bondholders in favor of the Louisiana state court appeal process, particularly with reference to action by the Council. First, although the claims address federal constitutional violations, the case itself is of minimal federal significance; no comprehensive federal scheme is involved, and the constitutional violations arise from the impairment or deprivation of state-derived property rights, specifically, those rights recognized by the Securitization Act.CompareBurford, 319 U.S. at 331 (claim that Texas oil and gas regulations deprived plaintiffs of due process was of minimal federal importance). Second, Louisiana provides a timely and adequate system of judicial review of Council orders through a single district court, and then to Louisiana’s appellate courts.CompareAlabama Pub. Serv. Comm’n v. Southern R. Co., 341 U.S. 341, 71 S.Ct. 762, 95 L.Ed. 1002 (1951) (finding Burford abstention appropriate where state provided statutory right of appeal to single court, and appellate court had power to review and set aside any commission order). See infra notes 190-191. Third, federal review would extend beyond the four corners of the Council order, and would have to include the Transaction Documents, related documents, and state constitutional law, to determine whether the factors to be considered warrant a conclusion that the federal constitution was violated.Contrast NOPSI, 491 U.S. at 363 (“[N]o inquiry beyond the four corners of the Council’s retail rate order is needed to determine whether it is facially pre-empted by FERC’s allocative decree and relevant provisions of the Federal Power Act.”). Finally, because the relief requested would of necessity require the federal court to countermand the decision of the Council, charged with balancing the interests of the public and utilities in exercising its regulatory/ratemaking function, in favor of third parties (the Bondholders), federal adjudication could be considered to “unduly intrude into the processes of state government or undermine the state’s ability to maintain desired uniformity” of treatment of its citizens who are customers of various utilities.Id., at 363. Under such circumstances, there is a significant possibility that a federal district court would abstain from adjudicating the matter in favor of the state court system of administrative/judicial review. Note the Insurance Carriers case discussed above followed a remand to state court by the federal district court after a hearing, following removal by one defendant insurance company of the state court declaratory judgment suit. See supra note 170.

If Louisiana legislation did allegedly violate the Federal or Louisiana Contract Clauses, then the Bondholders also could file suit for injunction in a Louisiana state district court as an exercise of original jurisdiction, the traditional mode of challenging unconstitutional legislative acts.SeePope v. State of Louisiana, 1999-2559 (La. 6/29/01), 792 So.2d 713. Marine Shale Processors, Inc. v. State of Louisiana, Department of Environmental Quality, 551 So.2d 643 (La. App. 1 Cir. 1989), cert. denied, 553 So.2d 465 (La. 1989), overruled on other grounds by Matter of American Waste and Pollution Control Co., 580 So.2d 392 (La. App. 1 Cir. 3/11/91), reversed 588 So.2d 367 (La. 1991). Louisiana courts have recognized that it is a constitutional and proper exercise of a state district court’s original jurisdiction to issue preliminary and permanent injunctions to enjoin state officers from violating the United States and Louisiana constitutions.SeeStar Enterprise v. State through Department of Revenue, 95-1980 (La. App. 1 Cir. 6/28/96), 676 So.2d 827, 833, writ denied, 96-1983 (La. 3/14/97), 689 So.2d 1383. Louisiana state courts also have jurisdiction for declaratory judgments. La. Code Civ. Proc. art. 1871. Louisiana state courts describe the factors a court must consider before issuing an injunction as whether the party shows (1) that the injury or loss it will suffer is irreparable, (2) that it is entitled to the relief sought, and (3) it is likely to prevail on the merits. La. Code Civ. Proc. art. 3601. See alsoLouisiana Granite Yard Inc. v. LA Granite Countertops, LLC, 45,482 (La. App. 2 Cir. 8/18/10), 47 So.3d 573, 581; Denta-Max v. MaxiCare Louisiana, Inc., 95-2128 (La. App. 4 Cir. 3/14/96), 671 So.2d 995 (same). Any subsequent legislative enactment modifying the Securitization Act or the Transaction will be presumed to be constitutional and the party challenging the validity of the statute will have the burden of overcoming that firmly established presumption by proving it is unconstitutional.Krielow v. Louisiana Dept. of Agriculture,

2013-1106 (La. 10/15/13), 125 So.3d 384, at 388; Insurance Carriers, 937 So.2d at 319; Usery v. Turner Elkhorn Mining Co., 428 U.S. 1, 15 (1976); cf.National R.R., 470 U.S. at 463. See alsoUnited Automobile, Aerospace, Agricultural Implement Workers of America International Union v. Fortuño, 633 F.3d 37 (1stCir. 2011) (holding that even if the state is alleged to have impaired a public contract to which it is a party, the plaintiff has the burden to prove that the impairment was not reasonable and necessary to serve an important government purpose, otherwise governments would be forced to endure costly discovery each time a plaintiff advanced a plausible allegation of a substantial impairment). Compare supra notes 113 and 128.

Additionally, if a Council supplemental order did allegedly violate the Federal or Louisiana Contract Clauses, the Louisiana Supreme Court has specifically recognized, in an equivalent context, the authority of a state district court having appellate jurisdiction over a LPSC order to entertain a petition for preliminary injunctive relief and to preliminarily enjoin the order under review, where such injunction is necessary to avoid irreparable injury or enjoin a constitutional violation.South Central Bell Telephone Company v. LPSC, 555 So.2d 1370 (La. 1990) (“SCB”) Significantly, preliminary injunctive relief is recognized as particularly useful in a rate decrease case initiated by the LPSC.Id. at 1373; see alsoEntergy Gulf States, Inc. v. LPSC, 730 So.2d 890, 897 (La. 1999). Louisiana state courts normally entertain suits seeking injunctive relief against a city or other political subdivision for constitutional violations.SeePhillips’ Bar & Restaurant, Inc. v. City of New Orleans, 2012-1396 (La. App. 4 Cir. 4/24/13), 116 So.2d 92 (analyzing whether to issue injunction against City of New Orleans for alleged violation of property right); St. Raymond v. City of New Orleans, 1999-2438 (La. App. 4 Cir. 5/17/00), 769 So.2d 562 (same); Kruger v. Garden District Association, 2000-1135 (La. App. 4 Cir. 1/17/01), 779 So.2d 986 (reversing injunction issued against special taxing district); West Central Louisiana Entertainment, Inc. v. City of Leesville, 594 So.2d 973 (La. App. 3 Cir. 1992) (analyzing whether to plaintiff entitled to injunction against city for violation United States and Louisiana constitution). The Louisiana Supreme Court also stated that a showing of irreparable injury is not necessary when the deprivation of a constitutional right is involved.SCB, 555 So.2d at 1373 (“when a violation of state property guarantees is shown, a court may enjoin the constitutional violation”). AccordJurisich v. Jenkins, 749 So.2d 597, 599 (La. 1999); Zeringue v. St. James Parish School Board, 130 So.3d 356, 359 (La. App. 5th Cir. 2013) (entitled to injunctive relief without the requisite showing of irreparable injury when the conduct sought to be restrained is unconstitutional).  This exception to the irreparable harm requirement applies only when the injunction sought is prohibitory; not mandatory.  Yokum v. Pat O’Brien’s Bar, 99 So.3d 74, 81 (La. App. 4th Cir. 2012). There is federal jurisprudence that concurs. See Overstreet v. Lexington - Fayette Urban County Gov’t, 305 F.3d 566, 578 (6th Cir. 2002). The breadth of that assertion has been challenged, however.Kruger v. Garden District Association, 779 So.2d 986 (La. App. 4th Cir. 2001) (“we take a restrictive review of this judicially created exception” to the need of showing irreparable injury, perhaps limiting exception to vested “state property” rights).

It would be advisable for Bondholders to intervene and raise any constitutional issues as an intervenor in the Council's proceedings involving any supplemental order pertaining to the Financing Order.Lowenburg v. Entergy New Orleans, Inc., 763 So.2d 751 (La. App. 4th Circ. 2000) (ENO’s customers’ class action alleging overcharges dismissed for lack of subject matter jurisdiction due to Council’s original jurisdiction over matters involving regulation of utility rates); In re Entergy New Orleans, Inc., 05-17697, 353 B.R. 474; 482 (E.D. La. 10/13/2006) (the cases decided by Louisiana state courts with respect to the jurisdictional powers of the LPSC can also be applied to the jurisdiction of the Council; class certification denied to the Lowenburg plaintiffs in deference to Council administrative proceeding and state court appeals). See supra note 12 and infra notes 176-177. The Securitization Act specifies that challenges involving legal rights affected by the Council orders within the scope of the Securitization Act are to be heard, as an exercise of appellate jurisdiction, by the same district court in Orleans Parish that would otherwise review Council orders. La. R.S. 45:1228(H). Cf. Opelousas, supra note 15 (reimbursement claim for alleged overcharges including storm restoration charges under a different but similar Louisiana securitization statute to the Securitization Act is a rate case subject to the LPSC’s original jurisdiction); Daily Advertiser v. Trans-La (A Division of Atmos Energy Corp.), 612 So.2d 7, 12 (La. 1993) (antitrust, contract, breach of fiduciary duty and fraud claims that concerned manipulation of fuel adjustment clauses fell within original jurisdiction of LPSC, and district court had no original jurisdiction over such claims); CLECO v. LPSC, 601 So.2d 1383, 1386 (La. 1992) (discussing jurisdictional divide between district court and LPSC adjudicatory jurisdiction).; Louisiana Power & Light v. LPSC, 343 So.2d 1040, 1042 (La. 1977) (“LP&L”) (discussing requirement to contest validity of LPSC action before LPSC).

The Constitutional Claims on Direct Review

An order by the Council that rescinds or amends the Financing Order or otherwise creates an impairment or taking will be subject, as discussed above, to a right of appeal to Louisiana state courts. This right of appeal is provided in the Securitization Act to aggrieved parties and intervenors before the Council to the state district court in Orleans Parish. La. R.S. 45:1228(H). See La. Const. Art. V, Sec. 16(B); see also supra notes 147 and 174. The Home Rule Charter similarly provides to any party in interest a right to appeal to that same court. Home Rule Charter Sec. 3-130(7). The New Orleans Municipal Code in Sections 158-286 and 287 refers to party actually in interest, classified as applicants, protestants, petitioners, complainants, responders and intervenors. See supra note 146. Appeals from Orleans Parish Civil District Court normally are taken to the Louisiana Fourth Circuit Court of Appeal, La. Const. Art. V, Sec. 10(A); La. R.S. 13:312(4). with discretionary ENO has asserted in litigation that any party aggrieved by an order of the Council exercising regulatory authority over public utilities or by the decision of a lower court reviewing such order, should have a right of appeal to the Louisiana Supreme Court, just as 1974 Louisiana Constitution Article IV, Section 21(E) provides for a right of direct appeal from district court to the Louisiana Supreme Court with respect to orders of the LPSC (skipping the court of appeals). Reply Brief for Appellate, Entergy New Orleans, Inc., Gordon, supra note 4. The Home Rule Charter is silent as to the next level of appellate review (after the district court). See supra note 149. review by the Louisiana Supreme Court. Appellate jurisdiction of Louisiana courts of appeal and the Louisiana Supreme Court extends to both the law and the facts. La. Const. Art. V. Sec. 5(C) and Sec. 10(B); Louisiana Power & Light Co. v. LPSC, 237 So.2d 673, 675 (La. 1970).

As also discussed above, the Louisiana Supreme Court has established that the standard of judicial review of Council utility regulatory and ratemaking orders is equivalent to the deferential standard of judicial review of LPSC orders.Supra note 22.First, there is a presumption that LPSC orders are legal and proper, and it is the burden of the party attacking an LPSC order to prove that it is defective.Gordon, 9 So.3d 63, 72 (La. 2009); Global Tel* Link, 707 So. 2d at 33-34; LP&L, 343 So.2d at 1044. The Louisiana Supreme Court has summarized this deferential standard of review by observing that “an order of the [LPSC] should not be overturned on review unless it is arbitrary, capricious, abusive of its authority, or not reasonably based upon the evidence presented”.Gordon, 9 So.3d at 72; Charles Hopkins DBA Old River Water Company v. LPSC, 2010-CA-0255, 41 So.3d 479 (La. 5/19/2010) (“Old River”); Washington St. Tammany Electric Coop. v. LPSC, 959 So.2d 450, 455 (La. 2007); Eagle Water, Inc. v. LPSC, 947 So.2d 28, 33 (La. 2007); Voicestream, 943 So.2d 349, 358 (La. 2006); Entergy Gulf States, Inc. v. LPSC, 730 So.2d 890, 897 (La. 1999). The proper standard of review similarly mandates that the Council’s decision be upheld unless it is arbitrary and capricious. Alliance for Affordable Energy v. Council of City of New Orleans, 677 So.2d 424, 434 (La. 1996). However, the LPSC is not entitled to deference in its interpretation of legislative statutes and judicial decisions.Gordon, 9 So.3d at 72; Citgo Petroleum v. LPSC, 815 So.2d 19, 23 (La. 2002); Washington - St. Tammany Electrical Coop. v. LPSC, 671 So.2d 908, 912 (La. 1996). Compare supra note 21. Also, when a LPSC order adopts an agreement (a joint proposal by LPSC Staff and a utility) between a utility and the LPSC, the court cannot unjustifiably disregard the parties' intentions or the plain language of the agreement to uphold the LPSC's later interpretation of the initial order, in contrast to the normal deference accorded to the LPSC's interpretation of its own past orders.Entergy Gulf States v. LPSC, 766 So.2d 521, 527 (La. 2000); Entergy Gulf States, Inc. v. LPSC, 730 So.2d 890, 897-98 (La. 1999). As both the LPSC and the Council are regulators of public utilities and experts in their knowledge of that field, the Louisiana Supreme Court has established the same standard of judicial review to the Council as to the LPSC.Supra note 22. Because there are many more Louisiana cases involving the LPSC, our discussion will continue with reference to those LPSC decisions.See Gordon, 9 So.3d at 72.

Despite this general deferential standard, the Louisiana Supreme Court has, in a series of decisions, demonstrated a willingness to overturn LPSC actions that unreasonably impinge the property rights of third parties. These decisions have in large measure applied a general rule of reasonableness.Global Tel* Link, 707 So.2d at 33 (a LPSC order is arbitrary and capricious only when the record does not and could not reasonably support its findings); Old River, supra at note 194, at 5 (same); GSU, infra at note 214, at 1264 (unreasonable LPSC order); Central Louisiana Electric Company v. Louisiana Public Service Commission, 373 So.2d 123, 132 (La. 1979) (same effect); Railway Express Agency v. Louisiana Public Service Commission, 145 So.2d 18, 33 (La. 1962) (where the

findings and conclusions of the LPSC do not conform to the law and are not supported by the evidence -- so that the order of the LPSC is unreasonable -- the court may reverse or vacate the LPSC's order). See also, Eagle Water, Inc. v. LPSC, 947 So. 2d 28, 33 n.4 (La. 2007) (vacating LPSC order as arbitrary and capricious because record evidence necessary to support decision absent). As discussed below in detail, these decisions on reasonableness are influenced by the consideration of whether an unconstitutional impairment or taking has occurred, but subsume the constitutional analysis into the concept of reasonableness. In part, this style of analysis derives from the jurisprudential balance regarding the state's police power, as “the police power extends only to measures that are reasonable”.Morial v. Smith & Wesson Corp., 785 So.2d 1, 17-18 (La. 2001). Similarly, the concluding inquiry of the analysis of a Federal Contract Clause case under the Energy Reserves test ends with the court's judgment as to the reasonableness of the governmental action. The Louisiana Supreme Court’s apparent difference in language in its line of cases reviewing LPSC actions on appeal by emphasis on “unreasonableness” in practice reflects, explicit or not, the fourth step of the Energy Reserves test as to whether the challenged legislation is based upon “reasonable” conditions and is of “appropriate” character (not requiring “necessity”). Further, an exercise of the state's police power “does not justify an interference with constitutional rights which is entirely out of proportion to any benefit redounding to the public”.Id. at 15. CompareStandard Oil Co. of Louisiana v. LPSC, 97 So. 859, 864 (La. 1923) (in those extreme cases in which some fundamental right is invaded or denied, the courts may intervene to comply a recognition of constitutional guarantees). Thus the Louisiana Supreme Court's standard of review of LPSC actions incorporates the constitutional principles involved in the Contract Clause and Takings Clauses jurisprudence, regardless of whether the Court's opinion contains an express enumeration of the traditional constitutional analysis.

An important case illustrating this combination of analyses is Louisiana Gas Service Co. v. LPSC. 162 So.2d 555 (La. 1964) (“Louisiana Gas Service”). The case arose out of a contract between the Town of Arcadia and a water company wherein the town asked the water company to construct facilities for industry the town was trying to attract. The water company and the town then jointly applied for and received from the LPSC an increase in the water rates charged to the citizens of the town, as such increase was needed to finance the new construction. Subsequently, however, some residents of the town complained, and the town went back to the LPSC and requested that the rates be lowered. The LPSC lowered the rates, and the water company appealed. The Louisiana Supreme Court, in the first instance, found that the town had breached its contract with the water company. Then, the Louisiana Supreme Court went on to address the LPSC’s order:

We are cognizant that under its powers . . . the [LPSC] was not inhibited from acting in the public interest; it was not bound by the contract between the Water Company and the Town of Arcadia. However, the Commission’s action in reducing the water rates to be paid by the citizens of the Town of Arcadia - provoked at the instance of some citizens - and causing the violation of the obligation of contract was unreasonable and is subject to reversal.

* * * * *

The final order of the Commission . . . had the effect of bringing about an annual loss of $13,500.00 to the Water Company . . . . The Water Company was precluded from securing the minimum $28,500.00 additional revenue required after it had expended and parted with $116,000.00 for expansion. We find that the final action of the [LPSC] was unreasonable and arbitrary and constituted an abuse of power subject to reversal by the court.Id. at 564 (citations omitted) (emphasis added).

The Louisiana Supreme Court expressly noted in Louisiana Gas Service that “the present suit is not in a real sense a rate case . . . . Here, we are concerned with a contractual obligation, and a

determination must be made as to whether such obligation was impaired, and if so whether it could have been impaired.”Id. at 562. The Louisiana Supreme Court's analysis in Louisiana Gas Service initially begins with the Louisiana Contract Clause (under the Louisiana Constitution of 1921) and the well-recognized principle that “the rate-making power, whether exercised by agreement or by the fiat of law, is within the police power of the state as one of the state's highest attributes of sovereignty, and that his power can never be abridged nor irrevocably surrendered where there is, as in this state, constitutional inhibition.”Id. at 563 (citations omitted). See supra notes 29 and 133. Nonetheless, “[t]hough the obligation of contracts must yield to the proper exercise of the police power, and vested [contract] rights cannot inhibit the proper exertion of the power, it must be exercised for an end which is in fact public and the means adopted must be reasonably adapted to the accomplishment of that end and must not be arbitrary or oppressive.”Id. The Louisiana Supreme Court expressly found that the contract existed and was impaired. Nonetheless, as noted above, the Louisiana Supreme Court's ultimate holding in vacating the LPSC's order was based on the conclusion that the LPSC's action in reducing rates was unreasonable.

The Louisiana Supreme Court took the same approach of merging the constitutional analysis into the reasonableness analysis under the judicial review of LPSC orders in Conoco, Inc. v. LPSC. 520 So.2d 404 (La. 1988) (“Conoco”). In Conoco, an oil company helped to finance the construction of a pipeline in return for the pipeline company’s promise that the oil company, as a shipper on the pipeline, would be charged a set fee. The LPSC, however, ordered that the oil company pay a fee higher than the agreed-upon fee, namely the same fee charged to all other oil companies who used the pipeline. The oil company appealed the order.

The Louisiana Supreme Court began by noting that any person entering into contracts with a public utility is subject to the uncertainty of regulatory authority, and specifically noted that Louisiana’s constitutional prohibition against the impairment of contracts does not vary this precept.Id. at 407. However, the Louisiana Supreme Court went on, citing the Louisiana Takings, Contract, and Due Process Clauses, to opine that just because the LPSC had the authority to fix the pipeline fees “does not mean the [LPSC] is free to change the rates without carefully considering whether such a change deprives Conoco of due process and whether such a change is necessary to promote public good.”Id. at 408. Thus, the Louisiana Supreme Court held that “[a] valid contract cannot be modified by the [LPSC] without a clear finding that the abrogation is exercised for a public end and is reasonably necessary to the accomplishment of that end.”Id. at 409. As the LPSC had not made the required findings, the Louisiana Supreme Court reversed and remanded.

The Louisiana Supreme Court framed the ratemaking case in Conoco as presenting two issues: first, whether the contract is impaired by the tariff, and second, if the contract is impaired, should the contract yield to the LPSC’s order, presenting a conflict between the police power of the State to regulate public utilities and the constitutional restrictions against the impairment of obligations. Although contractual obligations must yield to the ratemaking power of the State when the public interest requires it, the constitutional restrictions against the impairment of obligations require that contracts not be abrogated without careful consideration of all the circumstances and a clear showing that the public interest requires it. The ratemaking power should yield to valid contracts whenever that is possible and consistent with the public good.Id. at 407.The Louisiana Supreme Court's concluding analysis again returned to the reasonableness standard:

Nevertheless, the fact that contracts may be adjusted in appropriate circumstances does not mean that it is always proper to do so. Though the obligations of contracts must yield to a proper exercise of the police power, that power must be exercised for an end which is in fact public, and the means must be reasonably adapted to the accomplishment of that end and

must not be arbitrary or oppressive. Moreover, the [LPSC's] power and authority to fix rates is limited always by due process concerns. Property, including obligations under valid contracts, cannot be taken without due process. . . . [The LPSC's] rationale has some merit to it, but unfortunately it is flawed because it leaves out a crucial component of the calculation. That component is Conoco's constitutional rights to its property and right not to have its contract impaired absent necessity. . . . [W]e also hold the rate-making aspect of the police power is limited by restrictions against impairing contracts. A valid contract cannot be modified by the [LPSC] without a clear finding that the abrogation is exercised for a public end and is reasonably necessary to the accomplishment of that end. In the case at hand, we find that the [LPSC] failed to consider whether [the oil company] has received just compensation for its role in constructing the pipeline.Id. at 408-409 (emphasis added).

The Louisiana Supreme Court's holding was to vacate the LPSC's order because the LPSC acted unreasonably and arbitrarily, under the standard that there was an absence of a clear finding by the LPSC that the abrogation of Conoco's contract was exercised for public end and was reasonably necessary to the accomplishment of that end.Id. at 409.

In Gulf States Utilities Company v. Louisiana Public Service Commission, 633 So.2d 1258 (La. 1994) (“GSU”).the Court summarized its impairment of contract jurisprudence as applied to the LPSC's ratemaking powers. In a ratemaking case, a utility's fuel adjustment clause was modified. The Louisiana Supreme Court began by noting that the LPSC's constitutional jurisdiction affords broad, independent and regulatory powers over public utilities. Citing Conoco and Louisiana Gas Service, the proper exercise of police power was presented as the power to regulate reasonably the actions of its citizens in order to protect or promote the public welfare. Contracts may not be abrogated by the exercise of police power unless it is for public end and the result is reasonably adapted to that end with careful consideration of all circumstances and a clear showing that the public interest requires such abrogation. Finally, the means by which a contract is impaired pursuant to state powers must not be arbitrary, unreasonable or oppressive.Id. at 1258-59 (citations omitted). In reinstating the modification order by the LPSC, the Louisiana Supreme Court distinguished Louisiana Gas Service as vastly different:

In that case the [LPSC] approved new rates which were expressly designed to provide revenues for specific capital improvement that the parties then constructed in reliance on the revenues. The LPSC's subsequent disallowance of the rate increase constituted detriment to the parties and was an arbitrary and unreasonableabuse of power.Id. at 1264 (emphasis added).

We particularly note that the Louisiana Supreme Court, although it expressly decided Conoco in light of the Louisiana Contract Clause, did not give the LPSC order under review the extreme deference that the precedents suggest is owed to the government’s action when a Federal or Louisiana Contract Clause claim is adjudicated. Rather, Conoco sets forth a heavy burden for the LPSC to meet in entering orders that “modify” (not “substantially impair”) contractual obligations. When Conoco is read in tandem with Louisiana Gas Service, the resulting principle is that in the narrow context of judicial review of LPSC orders, property rights and related constitutional protections are incorporated into the “reasonableness” review of the courts, rather than analyzed in light of the particular limitations of the separate and distinct claims for constitutional violations. Again, federal and state court jurisprudence under the Federal Contract Clause and the Louisiana Contract Clause asks only whether the challenged legislature action is appropriate and reasonable.

Subsequently, the Louisiana Supreme Court applied this principle in Bowie v. LPSC. 627 So.2d 164 (La. 1993), supra note 9.Bowie involved the application of an LPSC rule, which restricted the merger by or transfer of assets of a utility, to a transfer of stock in the utility. The Louisiana Supreme Court, after finding that the subject matter of the rule fell within the constitutional jurisdiction of the LPSC to regulate utilities, nonetheless interpreted the rule more narrowly than had the LPSC, and based upon this interpretation found it inapplicable to the case before the bar. The Louisiana Supreme Court cited two reasons for declining to defer to the LPSC’s construction of its own rule: “First, because the [LPSC]’s action infringes to some extent upon the stock owner’s rights to contract and to dispose of their private property, the rule must be strictly construed and only applications plainly warranted by its language may be made;” and “[s]econd, even if the rules could be interpreted to apply to transfers of closely held corporate stock, under the circumstances of the present case the [LPSC]’s orders depriving such persons of the right to dispose of private property would constitute arbitrary action and a violation of the guarantees of due process.”Id. at 169.

Thus Bowie, like Louisiana Gas Service and Conoco, clearly states that protection of private property, due process, and similar constitutional concerns are part of the judicial review process where LPSC orders are concerned. More importantly, Bowie is a demonstration that the deference accorded legislative pronouncements under Federal and Louisiana Contract Clause analyses has not been applied by the Louisiana Supreme Court on direct review of an LPSC action.

Again, we emphasize that the Louisiana Supreme Court has explicitly ruled that it applies the same standard of review to the Council regarding its utility and ratemaking authority as the Louisiana Supreme Court does to the LPSC.Gordon, 9 So.3d at 72, 83; supra notes 22 and 198.

The Council acknowledges in Ordering Paragraph 51 of the Financing Order that it would be unreasonable, arbitrary and capricious for the Council to take any action contrary to the covenant and pledge set forth in the Financing Order after issuance of the Bonds.

Conclusion

The outcome of any claim that an otherwise proper exercise by the State of Louisiana's police power that interferes with the value of the Storm Recovery Property is an unconstitutional impairment or taking and is unreasonable, arbitrary, capricious and an abuse of authority would likely depend on multiple factors, such as the state interest furthered by that interference, the extent of financial loss to Bondholders caused by that interference, and the extent to which courts would consider that Bondholders had a reasonable expectation that changes in government policy, statutes and orders would not interfere with their investment. In our view, the most important determination will be whether the reserved powers doctrine invalidates the Pledges. Louisiana is not unique in this regard. The reserved powers doctrine is equally critical to this issue regarding subsequent action by a state legislature harmful to securitization transactions in other states. The Financing Order provides in Conclusion of Law Paragraph 4 that the Council has authority to approve the Financing Order under the Securitization Act and the Council’s plenary power and exclusive regulatory and rate making authority over ENO under the Home Rule Charter and the Louisiana Constitution. The State having intended to bind itself irrevocably for the term of the Bonds by the Pledges, was it valid for the State to do so?

Reserved Powers Doctrine

The reserved powers doctrine as applied to the Pledges and the Transaction requires an initial inquiry concerning the ability of the State of Louisiana (through the Legislature) and its political subdivision the City (through the Council) to enter into agreements that limit its (respective) power to act in the future. The reserved powers doctrine has long established that a State is without power to enter into binding contracts forbidding the exercise of its police power in the future.U. S. Trust, 431 U.S. at 23-24; United

Healthcare Ins. Co. v. Davis, 2010 WL 1223577 at n.7 (5th Cir. (La.), Mar 31, 2010) (No. 08-30001), 602 F.3d 618; State ex rel. Porterie v. Walmsley, 162 So. 826, 837 (La. 1935). See supra pages 24-25 and 30-31. It has also been long recognized that attempts to define the police power have been unsuccessful, and that it is not always easy to tell on which side of the line separating contracts that relate to property rights protected by the Constitution from those not so protected a particular case is to be put.Stone v. Mississippi, 101 U.S. 814, at 818, 820-21 (1879); seeMatsuda v. City and County of Honolulu, 512 F.3d 1148, 2008 WL 115138 (9th Cir. Jan. 14, 2008). Nonetheless, while the scope of these reserved powers has not been precisely defined by the courts, as a general proposition it is undeniable that the State's utility ratemaking power is within the reserved police power.Supra notes 134-135. CompareIn re Halo Wireless, Inc., 684 F.3d 581 (5th Cir. 2012) (state public utility proceedings are within the exception to the bankruptcy automatic stay for governmental units enforcing the state’s police and regulatory power). The historical application of the reserved powers doctrine attempted a distinction among the powers of the State - the police power and the power of eminent domain could not be contracted away, but the State could bind itself in the future non-exercise of the taxing and spending powers.U.S. Trust, 431 at 24. The core nature of the police power as applied to contracts of a sort themselves injurious to public morals or public safety or health, such as prohibitions of lotteries, liquor sales and unsafe commercial operations, admittedly are not implicated by the Transaction. The Pledges certainly cannot be construed to contract away any power to regulate health or safety matters pertaining to the transmission of electricity. But the Supreme Court in Blaisdell expressly recognized that the reserved police power extends to economic matters, and cited the State's legislative power to regulate, and thus to modify, utility rates as an illustration.Blaisdell, 290 U.S. at 438.

Ultimately, the Supreme Court has acknowledged that “formalistic distinctions” as to the nature of the state's power being exercised are not dispositive, but they contain an element of truth.U.S. Trust, 431 U.S. at 24. The issue is not the State's reserved power to regulate (change) utility rates, but rather the possible future claim by the State or the City of the police power to regulate (adversely change) the Transaction (including such aspects as the true-up mechanism) -- without compensation.Lipscomb, 269 F.3d at 504; United Gas Corp. v City of Monroe, 109 So.2d 433 (La. 1958) (contract upheld between city and utility, but remains subject to legislature’s police power).  It is difficult to predict in advance a circumstance involving an impairment of the Pledges that involves the State's or the City’s ability to legislate for the general public welfare or morals or to preserve health and safety, as opposed to an impairment justified by a future economic exigency within the State of Louisiana. The Federal Contract Clause jurisprudence makes clear that an impairment in response to an economic emergency must be a reasonable and specific response to the conditions, justifiable by a significant and legitimate public purpose dealing with a broad, generalized economic problem. Energy Reserves, 459 U.S. at 411; Allied Structural, 438 U.S. at 250; seeTreigle v. Acme Homestead Ass'n, 297 U.S. 189 (1936) (Louisiana law that modified the existing withdrawal rights of the members of a building and loan association held invalid under the Federal Contract Clause); W. B. Worthen Co. v. Kavanaugh, 295 U.S. 56 (1935); Blaisdell, 290 U.S. at 426. In Treigle and W. B. Worthen, the Supreme Court struck down other laws passed in response to the Great Depression’s economic emergency, contemporaneously to upholding the law in Blaisdell. In W. B. Worthen, the United States Supreme Court reversed the decision of the Arkansas Supreme Court upholding the validity of legislative enactments (accompanied by a legislative declaration of an emergency) which the United States Supreme Court viewed as taking “from the mortgage [securing bonds issued by municipal improvement districts pursuant to state law] the quality of an acceptable investment for a rational investor” by making it much more difficult and time consuming to foreclose upon the collateral posted as security for the mortgage. 295 U.S. at 60. In this instance the Bondholders have the counter-argument that the Pledges and the Transaction themselves are in direct response to recurring significant natural disasters (hurricanes). Thus the subject matter here is financial, albeit not the State's or the City’s own debt. The goal (end) of any state action violating the Pledges will be the critical aspect to be tested. By analogy, purely financial obligations of the State do not fall within the reserved powers doctrine, and thus are subject to the Federal Contract Clause.Lipscomb, 269 F.3d at 505, 512. The Supreme Court has recognized that “[w]hatever the propriety of a State’s binding itself to a future course of conduct in other contexts, the power to enter into effective financial contracts cannot be questioned.” U.S. Trust, 431 U.S. at 24. See supra note 111. In the same way, for a consideration a State may, in the exercise of reasonable discretion, surrender a part of the state's power of taxation.Stone v. Mississippi, 101 U.S. 814, 820 (1879). By example, in Liter v. City of Baton Rouge, 245 So.2d 398 (La. 1971) the constitutionality of sales and use taxes by a political subdivision (city)

was challenged on the basis that the language of the taxing authority granted to the political subdivision was so plenary and extraordinary as to be equivalent to the surrender and abandonment of the Legislature's taxing power. The Louisiana Supreme Court held that the grant was a permissible delegation. It was then further urged by the challengers that the statute was unconstitutional as amounting to a surrender of the Legislature's taxing power because the statute authorized the funding of the sales tax revenues into bonds, and that when they are so funded they cannot be modified or reduced. The statute declared that, when the obligations payable from the sales tax revenues shall have been issued, the statute and the ordinance or resolution imposing the tax shall be irrevocable until such obligations shall have been paid in full and shall not be subject to amendment in any manner which would impair or jeopardize the rights of the holders. It was argued that these provisions amounted to an impermissable surrender of the taxing power. The Louisiana Supreme Court rejected this argument: “We are of the opinion that pledge of taxes for a limited time does not amount to a ‘surrender’ of the taxing power as that term is used in the constitution. Of course, if the irrevocability were unlimited or the period is so long to make it virtually unlimited, then it is conceivable that such an enactment might be held to constitute at least a partial surrender of the taxing power. That situation is, however, not presented here.” Id. at 405. CompareState et rel. Porterie v. Walmsley, 162 So.826, 839 and 864 (La. 1935) (special tax supporting payment of bonds).

Indeed, the ratemaking power is not a state power whose future action must always be unfettered by prior state actions. As an example, the LPSC has full authority to fix a rate subject to an automatic revision dependent upon a future event.United Gas Pipe Line Company v. LPSC, 164 So.2d 343, 332 (La. 1964). Moreover, the prohibition against retroactive ratemaking is another example of a limitation on future LPSC action attempting to change a prior LPSC ratemaking order. It is a fundamental rule that utility rates are exclusively prospective in application. One result of this doctrine is that the LPSC may not order a rate increase that is retroactive so as to contravene a prior ratemaking order, in order to recoup prior utility losses.SCB, supra note 181, 555 So.2d at 1374. Of greater applicability to our analysis, prohibited retroactive ratemaking also occurs when a utility is required to refund revenues collected pursuant to its lawfully established rates. A utility is entitled to rely on a final ratemaking order, and the revenues collected under the lawfully imposed rates become the property of the utility and cannot rightfully be made the subject of a refund.Opelousas, supra note 15, 105 S.2d at 38; Entergy Gulf States, Inc. v. LPSC, 730 So.2d 890, 920 (La. 1999). Of course, normally the utility's reliance on the final ratemaking order is limited until a new rate in lieu thereof is fixed by the LPSC or the Council, as applicable, for prospective effectivenessId.; normal ratemaking orders do not contain provisions akin to the Council Pledge in the Financing Order.

The critical questions thus become whether the Council has the power to irrevocably agree that it will not modify a rate for a specified period of time (more precisely, that it will not modify its pledge to automatically adjust the Storm Recovery Charges periodically to fully service the Bonds), either (or both) inherently through its home rule powers, or through the authorization under the Securitization Act, and with respect to the latter whether the Legislature has the power to further authorize that action (as it does in the Securitization Act).See supra notes 28, 132-134, and 138 (the inalienability of the police power does not preclude its delegation to municipalities because these entities are part of the total government of the State. City of New Orleans v. Board of Comm’rs, 640 So.2d 237, 249 (La. 1994).) In the Transaction, the Council has clearly expressed its intent in the Financing Order to do so; the question is whether that action is permissible under the reserved powers doctrine. One factor impacting this question is that the Financing Order is in response to the significant damage caused by Hurricane Isaac and, with its storm reserve, the great likelihood of future storm damage, and the Securitization Act, including its authorization of the Pledges, was in response to Hurricanes Katrina and Rita (and the likelihood of future storms such as Isaac), the former causing the largest natural disaster in American history. Thus the Pledges can be viewed as an expression of the state's police power. Every order inherently surrenders some reserved power, due to the prohibition on retroactive ratemaking. An express agreement by the Council to make the Storm Recovery Charges and the Financing Order irrevocable for a period of time to induce investors to provide lower cost financing rationally promotes the core police power of obtaining reasonably reliable service at the lowest reasonable cost for Louisiana ratepayers.

The Pledges plainly manifest the intent of the Louisiana Legislature and the Council, respectively, to bind the State and the City. One distinguishing factor weighing against the Bondholders is that the Bonds are being issued by a private entity, and are not payable by the State or an agency, board or commission of the State or a political subdivision, while in many of the cited cases, such as U.S. Trust, the bonds at issue were issued by a governmental entity. However, the Securitization Act mandates that Storm Recovery Property, being used to pay and secure the Bonds by a New Orleans utility, can only be created pursuant to a Financing Order issued by the Council - a governmental agency - pursuant to the express provisions of the Securitization Act - an enactment of the sovereign Louisiana Legislature. The issuance of the Pledges and of the Financing Order clearly rests on authority of the State and thus the issuance of the Bonds is state-sanctioned in a manner closely analogous to the situation in U.S. Trust.

In our view, the Legislative Pledge and the Council Pledge are clearly an inducement offered by the State to investors to purchase the Bonds. In other words, the Pledges constitute an agreement by the State and the City not to reduce or otherwise impair the Storm Recovery Charges that will fund repayment of and provide the financial security for the Bonds, in order to foster the capital markets' acceptance of such Bonds at a significantly lower interest rate for the benefit of its citizens/ratepayers. As such, we believe the Pledges are analogous to the type of “financial contract” involved in U.S. Trust, a promise that revenues and reserves securing the bonds at issue there would not be depleted beyond a certain level. The courts must consider the Bondholder's reasonable expectations with respect to changes in the law. The foreseeability of the change in the law is of great, and perhaps controlling, importance in Contract Clauses analysis.Chrysler Corp. v. Kolosso Auto Sales, Inc., 148 F.3d 892, 894 (7th Cir. 1998). The strong history of state regulation of utility rates is not sufficient to justify voiding the Pledges under the reserved powers doctrine when the state action leaves the private party to the impaired contract without the gains it reasonably expected from the contract.Lipscomb, 269 F.3d at 504; Chrysler, 148 F.3d at 895. The Pledges are strongly worded statements specifically crafted to forestall an expectation of change in the law that would interfere with the collection of the Storm Recovery Charges. The ratemaking aspect of the police power is limited by constitutional restrictions against impairing contracts.Conoco, 520 So. 2d at 409.

In our opinion, subject to all of the qualifications, limitations and assumptions set forth in this Opinion, the Pledges are not an impermissible attempt to “contract away” the police power of the State of Louisiana (including the police power of its political subdivision, the City of New Orleans), and will not be disregarded under the reserved powers doctrine so as to preclude a reviewing court of competent jurisdiction from holding that violation of the terms of the Pledges, in applicable factual circumstances, is reversible by the courts.

Legislative Pledge

Further, it is our opinion that the Legislative Pledge by the Louisiana Legislature not to take any action that impairs the value of the Storm Recovery Property or alter the pertinent provisions of the Securitization Act unambiguously indicates the State's intent to be bound with the Bondholders and, subject to all of the qualifications, limitations and assumptions set forth in this Opinion, supports the conclusion that the Legislative Pledge constitutes a binding contractual relationship between the State and the Bondholders for purposes of the Federal and Louisiana Contract Clauses. In our opinion, subject to all of the qualifications, limitations and assumptions set forth in this Opinion (including the assumption that any impairment be “substantial”), a reviewing court of competent jurisdiction would hold that the State of Louisiana could not constitutionally repeal or amend the Securitization Act or take any other action contravening the Legislative Pledge and creating an impairment (without, as the Securitization Act requires, providing full compensation by law for the full protection of the Storm Recovery Charges to be collected pursuant to the Financing Order and full protection of the Bondholders), unless such court would

determine that such impairment clearly is a reasonable and necessary exercise of the State of Louisiana's sovereign powers based upon reasonable conditions and of a character reasonable and appropriate to the emergency or other significant and legitimate public purpose justifying such action.

Takings Clauses

Furthermore, it is our opinion, subject to all of the qualifications, limitations and assumptions set forth in this Opinion, that a reviewing court of competent jurisdiction would hold, if it concludes that the Storm Recovery Property is protected by the Takings Clauses, that the State or the City, as applicable, would be required to pay just compensation to Bondholders, as determined by such court, if the Louisiana Legislature repealed or amended the Securitization Act or took any other action contravening the Legislative Pledge, or if the Council repealed or amended the Financing Order or took any action contravening the Council Pledge, if the court determines doing so constituted a permanent appropriation or destruction of a substantial property interest of the Bondholders in the Storm Recovery Property and deprived the Bondholders of their reasonable expectations arising from their investments in the Bonds. There is no assurance, however, that, any such award of compensation would be sufficient to pay the full amount of principal of and interest on the Bonds.

Council Pledge

Further, it is our opinion, subject to all of the qualifications, limitations and assumptions (including the assumption that any impairment would be “substantial”) set forth in this Opinion, that a Louisiana state court reviewing an appeal of any Council action of a legislative character (including seeking to have the City expropriate portions of ENO’s electric distribution facilities and cease collecting the Storm Recovery Charges) would conclude that the Council Pledge (i) creates a binding contractual obligation of the City of New Orleans for purposes of the Federal Contract Clause and the Louisiana Contract Clause and (ii) provides a basis upon which the Bondholders could challenge successfully on appeal any such action by the Council of a legislative character (including the rescission or amendment of the Financing Order, or the Council seeking to have the City expropriate portions of ENO’s electric distribution facilities and cease collecting the Storm Recovery ChargesSee supra note 97.), that such court determines violates the Council Pledge in a manner that substantially reduces, limits or impairs the value of the Storm Recovery Property including the Storm Recovery Charges, prior to the time that the Bonds are fully paid and discharged, unless there is a judicial finding that the Council action clearly is exercised for a public end and is reasonably necessary to the accomplishment of that public end so as not to be arbitrary, capricious or an abuse of authority.

Securitization Act

It is our opinion, subject to all of the qualifications, limitations and assumptions set forth in this Opinion, that the Legislature Pledge, and the Legislature’s supplemental grant of power to the Council to make the Financing Order irrevocable contained in the Securitization Act, are not an impermissible attempt to “contract away” the police power of the State of Louisiana (including the police power of its political subdivision, the City of New Orleans), and will not be disregarded under the reserved powers doctrine, and that the Securitization Act is constitutional in all material respects under the Louisiana Constitution.See supra page 51. See also supra note 148.Further, it is our opinion that the Securitization Act is constitutional in all material respects under the United States Constitution.

General Matters

The opinions expressed above do not constitute a prediction or guaranty of the outcome of any particular litigation, and there can be no assurance that an action will not be brought in federal or state court challenging the provisions of the Securitization Act or the Financing Order relating to the Bonds. Moreover, the foregoing opinions should not be construed to imply assurance that a repeal of or amendment to the Securitization Act or the Financing Order will not be sought or enacted or adopted, or that any other action by the State of Louisiana or the City of New Orleans will not occur, any of which might constitute a violation of the Pledges. Furthermore, the conclusions set forth herein are normally decided in the context of a litigated proceeding. Given the absence of judicial precedent directly on point, and the relative novelty of the security for the Bondholders, the outcome of any litigation cannot be predicted with certainty. In the event of any State or City action of a legislative character which adversely impacts the rights of the Bondholders, time-consuming and costly litigation may ensue, adversely affecting, at least temporarily, the price and liquidity of the Bonds.

We note that judicial analysis of issues relating to Council orders and to the Federal Contract Clause, the Federal Takings Clause, the Louisiana Contract Clause, and the Louisiana Takings Clause, and the retroactive effect to be given to judicial decisions, has typically proceeded on a case-by-case basis and that the courts' determinations, in most instances, are usually strongly influenced by the facts and circumstances of the particular case.Blaisdell, supra note 88, 290 U.S. at 430 (“Every case must be determined on its own circumstances”); Buffalo Teachers Federation v. Tobe, 464 F.3d 362, 373 and 375 (2d Cir. 2006) (Contract Clause cases involve individual inquiries, for no two cases are alike, and Takings Clause analysis requires an intensive ad hoc inquiry into the circumstances of each particular case). We further note that there are no reported controlling judicial precedents of which we are aware directly on point. Our analysis is necessarily a reasoned application of judicial decisions involving similar or analogous circumstances. Moreover, the application of equitable principles (including the availability of injunctive relief or the issuance of a stay pending appeal) is subject to the discretion of the court which is asked to apply them. We cannot predict the facts and circumstances which will be present in the future and may be relevant to the exercise of such discretion. The foregoing opinions are based upon our evaluation of existing judicial decisions and arguments related to the factual circumstances likely to exist at the time of a Federal Contract Clause, Federal Takings Clause, Louisiana Contract Clause, or Louisiana Takings Clause challenge to a law passed by the Legislature, or a challenge on similar grounds coupled with a challenge as arbitrary and capricious to a supplemental order adopted by the Council; such precedents and such circumstances could change materially from those discussed above in this Opinion. Consequently, there can be no assurance that a court will follow our reasoning or reach the conclusions which we believe current judicial precedent supports. A trial or appellate court could reach a different conclusion that would not necessarily be reversible error. It is our and your understanding that none of the foregoing opinions is intended to be a prediction or guaranty as to what a particular court would actually hold; rather each such opinion is only an expression as to the decision a court should reach, in a properly prepared and presented case, relying on the facts on which we have relied and giving them proper weight and authority, and properly applying the law and what we believe to be the applicable legal principles under existing judicial precedents. The recipients of this letter should take these considerations into account in analyzing the risks associated with the subject Transaction. We also make no determination whether or not this Opinion is sufficient for your purposes.

Both the Securitization Act and the Financing Order permit the limitation or alteration by the Council of the Financing Order and the Storm Recovery Charges if and when full compensation is made for the full protection of the Storm Recovery Charges and the full protection of the holders of the Bonds and any assignee or financing party.

We are members of the Bar of the State of Louisiana, and express no opinion as to matters which may be governed by the laws of any jurisdiction other than Louisiana and the federal laws of the United States of America.

The opinions contained herein are given only as of the date of this opinion letter. No opinion is expressed herein as to the effect of any future acts of the parties or changes in existing law. We undertake no responsibility and disclaim any obligation to supplement this opinion or otherwise advise you or any other person of any change after the date hereof in the law (whether constitutional, statutory or judicial) or the facts presently in effect, even though such change may alter the scope or substance of the opinions herein expressed or affect the legal or factual statements or assumptions herein. We shall have no obligation to revise or reissue this opinion with respect to any transaction which occurs after the date hereof and we undertake no responsibility or obligation to consider this opinion’s applicability or correctness to any person other than its addressees. This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinions set forth above.

This opinion is furnished to you solely for your benefit in connection with the issuance of the Bonds and may be relied upon only by you, and is not to be used, circulated, quoted, relied upon or otherwise referred to for any other purpose or by any other person without our prior express written permission, except that a copy of this letter may be posted by, or at the direction of, the Issuer or an addressee to an internet website required under Rule 17g-5 promulgated under the Securities Exchange Act of 1934, as amended, and maintained in connection with the ratings on the Storm Recovery Bonds solely for the purpose of compliance with such rule or undertakings pursuant thereto made by the Issuer. Such permission to post a copy of this letter to such website shall not be construed to entitle any person (including, without limitation, any credit rating agency, any governmental or regulatory agency and all purchasers of the Storm Recovery Bonds other than the underwriter(s) named in Schedule II of the Underwriting Agreement) who is not an addressee hereof to rely on this opinion letter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this Firm in the Prospectus under the section captioned “THE SECURITIZATION LAW” - “ENO and Other Utilities May Securitize Storm Recovery and Upfront Financing Costs” - “Constitutional Matters” and in the Prospectus and the Prospectus Supplement under the section captioned “LEGAL MATTERS.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

PHELPS DUNBAR, L.L.P.

1

Schedule I

Entergy New Orleans Storm Recovery Funding I, L.L.C.

1600 Perdido Street

L-MAG-505A

New Orleans, Louisiana 70112

Entergy New Orleans, Inc.

1600 Perdido Street

New Orleans, Louisiana 70112

Standard & Poor’s Rating Services

Attention: Asset Backed Surveillance Department

55 Water Street, 41^st Floor

New York, New York 10041

Moody’s Investors Service, Inc.

Attention: ABS Monitoring Department

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Citigroup Global Markets Inc., as representative of the Underwriters

390 Greenwich Street

New York, New York 10013

The Bank of New York Mellon, as Trustee

Corporate Trust

101 Barclay Street 7W

New York, New York 10286