0000065984-09-000223 Sample Contracts

ADMINISTRATION AGREEMENT
Administration Agreement • November 10th, 2009 • Entergy Texas Restoration Funding, LLC • Asset-backed securities • Texas

This ADMINISTRATION AGREEMENT, dated as of November 6, 2009 (this “Administration Agreement”), is entered into by and between ENTERGY TEXAS, INC. (“ETI”), as administrator (in such capacity, the “Administrator”), and ENTERGY TEXAS RESTORATION FUNDING, LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below).

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TRANSITION PROPERTY SERVICING AGREEMENT by and between ENTERGY TEXAS RESTORATION FUNDING, LLC, Issuer and ENTERGY TEXAS, INC., Servicer Dated as of November 6, 2009
Transition Property Servicing Agreement • November 10th, 2009 • Entergy Texas Restoration Funding, LLC • Asset-backed securities • Texas

This TRANSITION PROPERTY SERVICING AGREEMENT (this “Agreement”), dated as of November 6, 2009, is between ENTERGY TEXAS RESTORATION FUNDING, LLC, a Delaware limited liability company, as issuer (the “Issuer”), and ENTERGY TEXAS, INC. (“ETI”), a Texas corporation, as servicer (the “Servicer”).

ENTERGY TEXAS RESTORATION FUNDING, LLC, Issuer, and THE BANK OF NEW YORK MELLON, Indenture Trustee and Securities Intermediary INDENTURE Dated as of November 6, 2009
Indenture • November 10th, 2009 • Entergy Texas Restoration Funding, LLC • Asset-backed securities • Texas

This INDENTURE dated as of November 6, 2009, by and between ENTERGY TEXAS RESTORATION FUNDING, LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).

TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT by and between ENTERGY TEXAS RESTORATION FUNDING, LLC, Issuer and ENTERGY TEXAS, INC., Seller Dated as of November 6, 2009
Transition Property Purchase and Sale Agreement • November 10th, 2009 • Entergy Texas Restoration Funding, LLC • Asset-backed securities • Texas

This TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 6, 2009, is between Entergy Texas Restoration Funding, LLC, a Delaware limited liability company (the “Issuer”), and Entergy Texas, Inc., a Texas corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

UNDERWRITING AGREEMENT
Underwriting Agreement • November 10th, 2009 • Entergy Texas Restoration Funding, LLC • Asset-backed securities • New York
SERIES SUPPLEMENT
Series Supplement • November 10th, 2009 • Entergy Texas Restoration Funding, LLC • Asset-backed securities • Texas

This SERIES SUPPLEMENT dated as of November 6, 2009 (this “Supplement”), by and between ENTERGY TEXAS RESTORATION FUNDING, LLC, a limited liability company created under the laws of the State of Delaware (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 November 6, 2009, by and between the Issuer and BNYM, in its capacity as Indenture Trustee and in its separate capacity as securities intermediary (the “Indenture”).

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