servicercert.htm


     

    Exhibit
10.1

    


    
      
        	
                Semiannual
      Servicer’s Certificate

              
	
                CenterPoint
      Energy Transition Bond Company II, LLC

              
	
                $1,851,000,000
      Series A Transition Bonds

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Pursuant
      to Section 6 of Annex 1 to the Transition Property Servicing Agreement
      (the "Agreement"), dated as of December 16, 2005,
  between

              
	
                CenterPoint
      Energy Houston Electric, LLC, as Servicer, and CenterPoint Energy
      Transition Bond Company II, LLC, as Issuer,

              
	
                the
      Servicer does hereby certify as follows:

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Capitalized
      terms used in this Semiannual Servicer’s Certificate have their respective
      meanings as

              
	
                set
      forth in the Agreement.  References herein to certain sections
      and subsections are references

              
	
                to
      the respective sections and subsections of the Agreement.

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Collection
      Periods: January 31, 2008 through July 30, 2008

              
	
                Payment
      Date: August 1, 2008

              
	
                Today's
      Date: July 30, 2008

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                1.
      Collections Allocable and Aggregate Amounts Available for Current Payment
      Date:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                i.

              	
                Remittances
      for the January 31, 2008 Collection Period

              	 
      	 
      	
                141,585.57

              	 
      	 
      	 
      	 
      
	 
      	
                ii.

              	
                Remittances
      for the February 1 through 29, 2008 Collection Period

              	 
      	 
      	
                12,598,724.49

              	 
      	 
      	 
      	 
      
	 
      	
                iii.

              	
                Remittances
      for the March 1 through 31, 2008 Collection Period

              	 
      	 
      	
                12,588,677.39

              	 
      	 
      	 
      	 
      
	 
      	
                iv.

              	
                Remittances
      for the April 1 through 30, 2008 Collection Period

              	 
      	 
      	
                12,409,302.19

              	 
      	 
      	 
      	 
      
	 
      	
                v.

              	
                Remittances
      for the May 1 through 31, 2008 Collection Period

              	 
      	 
      	
                13,406,246.49

              	 
      	 
      	 
      	 
      
	 
      	
                vi.

              	
                Remittances
      for the June 1 through 30, 2008 Collection Period

              	 
      	 
      	
                12,808,044.52

              	 
      	 
      	 
      	 
      
	 
      	
                vii.

              	
                Remittances
      for the July 1 through 30, 2008 Collection Period

              	 
      	 
      	
                17,203,492.59

              	 
      	 
      	 
      	 
      
	 
      	
                viii.

              	
                Net
      Earnings on Collection Account

              	 
      	 
      	 
      	 
      	
                [1/1/08
      through 6/30/08]

              
	 
      	 
      	
                   General
      Subaccount

              	 
      	 
      	
                712,965.77

              	 
      	 
      	 
      	 
      
	 
      	 
      	
                   Capital
      Subaccount

              	 
      	 
      	
                146,068.49

              	 
      	 
      	 
      	 
      
	 
      	 
      	
                   Excess
      Funds Subaccount

              	 
      	 
      	
                172,246.26

              	 
      	 
      	 
      	 
      
	 
      	
                ix.

              	
                General
      Subaccount Balance (sum of i through viii above)

              	 
      	 
      	
                82,187,353.76

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                x.

              	
                Excess
      Funds Subaccount Balance as of Prior Payment Date

              	 
      	 
      	
                12,140,488.33

              	 
      	 
      	 
      	 
      
	 
      	
                xi.

              	
                Capital
      Subaccount Balance as of Prior Payment Date

              	 
      	 
      	
                9,255,000.00

              	 
      	 
      	 
      	 
      
	 
      	
                xii.

              	
                Collection
      Account Balance (sum of ix through xi above)

              	 
      	 
      	
                103,582,842.09

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                2.
      Outstanding Amounts as of Prior Payment Date:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                i.

              	
                Tranche
      A-1 Principal Balance

              	 
      	 
      	
                89,916,590.00

              	 
      	 
      	 
      	 
      
	 
      	
                ii.

              	
                Tranche
      A-2 Principal Balance

              	 
      	 
      	
                368,000,000.00

              	 
      	 
      	 
      	 
      
	 
      	
                iii.

              	
                Tranche
      A-3 Principal Balance

              	 
      	 
      	
                252,000,000.00

              	 
      	 
      	 
      	 
      
	 
      	
                iv.

              	
                Tranche
      A-4 Principal Balance

              	 
      	 
      	
                519,000,000.00

              	 
      	 
      	 
      	 
      
	 
      	
                v.

              	
                Tranche
      A-5 Principal Balance

              	 
      	 
      	
                462,000,000.00

              	 
      	 
      	 
      	 
      
	 
      	
                vi.

              	
                Aggregate
      Principal Balance of all Series A Transition Bonds

              	 
      	 
      	
                1,690,916,590.00

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                3.
      Required Funding/Payments as of Current Payment Date:

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                Projected

              	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                Principal

              	 
      	
                Semiannual

              	 
      	 
      
	 
      	 
      	
                Series A Principal

              	 
      	 
      	
                Balance

              	 
      	
                Principal Due

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                i.

              	
                Tranche
      A-1

              	 
      	 
      	
                50,875,178.00

              	 
      	
                39,041,412.00

              	 
      	 
      
	 
      	
                ii.

              	
                Tranche
      A-2

              	 
      	 
      	
                368,000,000.00

              	 
      	
                0.00

              	 
      	 
      
	 
      	
                iii.

              	
                Tranche
      A-3

              	 
      	 
      	
                252,000,000.00

              	 
      	
                0.00

              	 
      	 
      
	 
      	
                iv.

              	
                Tranche
      A-4

              	 
      	 
      	
                519,000,000.00

              	 
      	
                0.00

              	 
      	 
      
	 
      	
                v.

              	
                Tranche
      A-5

              	 
      	 
      	
                462,000,000.00

              	 
      	
                0.00

              	 
      	 
      
	 
      	
                vi.

              	
                For
      all Series A Transition Bonds

              	 
      	 
      	
                1,651,875,178.00

              	 
      	
                39,041,412.00

              	 
      	 
      


      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    

      
        	 
      	 
      	 
      	 
      	 
      	
                Transition

              	 
      	
                Days
      in

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                Bond

              	 
      	
                Interest

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                Interest Rate

              	 
      	
                Period (1)

              	 
      	
                Interest Due

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                vii.

              	
                Required
      Tranche A-1 Interest

              	 
      	 
      	
                4.840%

              	 
      	
                180

              	 
      	
                2,175,981.48

              
	 
      	
                viii.

              	
                Required
      Tranche A-2 Interest

              	 
      	 
      	
                4.970%

              	 
      	
                180

              	 
      	
                9,144,800.00

              
	 
      	
                ix.

              	
                Required
      Tranche A-3 Interest

              	 
      	 
      	
                5.090%

              	 
      	
                180

              	 
      	
                6,413,400.00

              
	 
      	
                x.

              	
                Required
      Tranche A-4 Interest

              	 
      	 
      	
                5.170%

              	 
      	
                180

              	 
      	
                13,416,150.00

              
	 
      	
                xi.

              	
                Required
      Tranche A-5 Interest

              	 
      	 
      	
                5.302%

              	 
      	
                180

              	 
      	
                12,247,620.00

              
	 
      	 
      	
                (1)
      On 30/360 Day basis.

              	 
      	 
      	 
      	 
      	 
      	 
      	
                43,397,951.48

              


        
          
            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                     Funding

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                    Required Level

                  	 
      	
                     Required

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    xii.

                  	
                    Capital
      Subaccount

                  	 
      	 
      	
                    9,255,000.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    4.
      Allocation of Remittances as of Current Payment Date Pursuant to Section
      8.02(d) of Indenture:

                  	 
      	 
      	 
      	 
      	 
      
	 
      	
                    i.

                  	
                    Trustee
      Fees and Expenses

                  	 
      	 
      	
                    2,540.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    ii.

                  	
                    Servicing
      Fee

                  	 
      	 
      	
                    462,750.00

                  	
                    (1)

                  	 
      	 
      	 
      
	 
      	
                    iii.

                  	
                    Administration
      Fee and Independent Managers Fee

                  	 
      	 
      	
                    50,000.00

                  	
                    (2)

                  	 
      	 
      	 
      
	 
      	
                    iv.

                  	
                    Operating
      Expenses

                  	 
      	 
      	
                    41,393.67

                  	
                    (3)

                  	 
      	 
      	 
      
	 
      	
                    v.

                  	
                    Semiannual
      Interest (including any past-due Semiannual Interest for prior
      periods)

                  	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    Per
      $1,000

                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    of
      Original

                  	 
      
	 
      	 
      	
                    Series A

                  	 
      	 
      	
                    Aggregate

                  	 
      	
                    Principal Amount

                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    1.
      Tranche A-1 Interest Payment

                  	 
      	 
      	
                    2,175,981.48

                  	 
      	
                    8.70

                  	 
      	 
      
	 
      	 
      	
                    2.
      Tranche A-2 Interest Payment

                  	 
      	 
      	
                    9,144,800.00

                  	 
      	
                    24.85

                  	 
      	 
      
	 
      	 
      	
                    3.
      Tranche A-3 Interest Payment

                  	 
      	 
      	
                    6,413,400.00

                  	 
      	
                    25.45

                  	 
      	 
      
	 
      	 
      	
                    4.
      Tranche A-4 Interest Payment

                  	 
      	 
      	
                    13,416,150.00

                  	 
      	
                    25.85

                  	 
      	 
      
	 
      	 
      	
                    5.
      Tranche A-5 Interest Payment

                  	 
      	 
      	
                    12,247,620.00

                  	 
      	
                    26.51

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    vi.

                  	
                    Principal
      Due and Payable as a result of (A) Event of Default or (B) on Final
      Maturity Date

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    Per
      $1,000

                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    of
      Original

                  	 
      
	 
      	 
      	
                    Series A

                  	 
      	 
      	
                    Aggregate

                  	 
      	
                    Principal Amount

                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    1.
      Tranche A-1 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	
                    2.
      Tranche A-2 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	
                    3.
      Tranche A-3 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	
                    4.
      Tranche A-4 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	
                    5.
      Tranche A-5 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (C)
      Principal Scheduled to be Paid on Current Payment Date

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    Per
      $1,000

                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                    of
      Original

                  	 
      
	 
      	 
      	
                    Series A

                  	 
      	 
      	
                    Aggregate

                  	 
      	
                    Principal Amount

                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    1.
      Tranche A-1 Principal Payment

                  	 
      	 
      	
                    39,041,412.00

                  	 
      	
                    156.17

                  	 
      	 
      
	 
      	 
      	
                    2.
      Tranche A-2 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	
                    3.
      Tranche A-3 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	
                    4.
      Tranche A-4 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      
	 
      	 
      	
                    5.
      Tranche A-5 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	
                    0.00

                  	 
      	 
      


          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          
            	 
      	
                    vii.

                  	
                    Amounts
      Payable to Credit Enhancement Providers (if applicable)

                  	 
      	 
      	
                    N/A

                  	 
      	 
      	 
      	 
      
	 
      	
                    viii.

                  	
                    Operating
      Expenses not Paid under Clause (iv) above

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    ix.

                  	
                    Funding
      of Capital Subaccount

                  	 
      	 
      	
                    146,068.49

                  	 
      	 
      	 
      	 
      
	 
      	
                    x.

                  	
                    Net
      Earnings in Capital Subaccount Released to Issuer

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    xi.

                  	
                    Deposit
      to Excess Funds Subaccount

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    xii.

                  	
                    Released
      to Issuer upon Series Retirement: Collection Account

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    xiii.

                  	
                    Aggregate
      Remittances as of Current Payment Date

                  	 
      	 
      	
                    83,142,115.64

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (1)
      Servicing fee: $1,851,000,000 x .05% x 180/360 =
    $462,750.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (2)
      Administration fee: $100,000 x 180/360 = $50,000.00

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    (3)
      Reimbursement to Administrator for fees/expenses paid to outside legal
      counsel ($10,555.00), printer ($5,690.00),

                  
	
                                     independent public
      accountant ($5,141.00), rating agencies ($10,000.00) and L/C issuing bank
      ($10,007.67)

                  	 
      
	
                    5.
      Subaccount Withdrawals as of Current Payment Date

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        (if
      applicable, pursuant to Section 8.02(d) of Indenture):

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    i.

                  	
                    Excess
      Funds Subaccount (available for 4.i. through 4.ix.)

                  	 
      	 
      	
                    954,761.88

                  	 
      	 
      	 
      	 
      
	 
      	
                    ii.

                  	
                    Capital
      Subaccount (available for 4.i. through 4.viii.)

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    iii.

                  	
                    Total
      Withdrawals

                  	 
      	 
      	
                    954,761.88

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    6.
      Outstanding Amounts and Collection Account Balance as of Current Payment
      Date

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    (after
      giving effect to payments to be made on such Payment
Date):

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Series A

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    i.

                  	
                    Tranche
      A-1 Principal Balance

                  	 
      	 
      	
                    50,875,178.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    ii.

                  	
                    Tranche
      A-2 Principal Balance

                  	 
      	 
      	
                    368,000,000.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    iii.

                  	
                    Tranche
      A-3 Principal Balance

                  	 
      	 
      	
                    252,000,000.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    iv.

                  	
                    Tranche
      A-4 Principal Balance

                  	 
      	 
      	
                    519,000,000.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    v.

                  	
                    Tranche
      A-5 Principal Balance

                  	 
      	 
      	
                    462,000,000.00

                  	 
      	 
      	 
      	 
      
	 
      	
                    vi.

                  	
                    Aggregate
      Principal Balance for all Series A Transition Bonds

                  	 
      	 
      	
                    1,651,875,178.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    vii.

                  	
                    Excess
      Funds Subaccount Balance

                  	 
      	 
      	
                    11,185,726.45

                  	 
      	 
      	 
      	 
      
	 
      	
                    viii.

                  	
                    Capital
      Subaccount Balance

                  	 
      	 
      	
                    9,401,068.49

                  	 
      	 
      	 
      	 
      
	 
      	
                    ix.

                  	
                    Aggregate
      Collection Account Balance

                  	 
      	 
      	
                    20,586,794.94

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    7.
      Shortfalls In Interest and Principal Payments as of Current Payment
      Date

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    (after
      giving effect to payments to be made on such Payment
Date):

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    i.

                  	
                    Semiannual
      Interest

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Series A

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    1.
      Tranche A-1 Bond Interest Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    2.
      Tranche A-2 Bond Interest Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    3.
      Tranche A-3 Bond Interest Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    4.
      Tranche A-4 Bond Interest Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    5.
      Tranche A-5 Bond Interest Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      


          

        


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        
          
            	 
      	
                    ii.

                  	
                    Semiannual
      Principal

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Series A

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    1.
      Tranche A-1 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    2.
      Tranche A-2 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    3.
      Tranche A-3 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    4.
      Tranche A-4 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	
                    5.
      Tranche A-5 Principal Payment

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      


          

        

         

        
          
            	
                    8.
      Shortfall in Required Subaccount Level as of Current Payment
      Date

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    (after
      giving effect to payments to be made on such Payment
Date):

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    i.

                  	
                    Capital
      Subaccount

                  	 
      	 
      	
                    0.00

                  	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    IN
      WITNESS HEREOF, the undersigned has duly executed and delivered
      this

                  
	
                            Semiannual
      Servicer's Certificate this 30th day of July, 2008.

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    CENTERPOINT
      ENERGY HOUSTON ELECTRIC, LLC, as Servicer

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                    by:

                  	
                    /s/
      Linda Geiger

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Linda
      Geiger

                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                    Assistant
      Treasurer